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HomeMy WebLinkAboutResolution - 2023-R0307 - Contract No. 17249, With Johnson Controls, Inc - 06/13/2023Resolution No. 2023-RO307 Item No. 5.36 June 13, 2023 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 17249 for HVAC Preventative Maintenance Services for the Civic Center Physical Plant, as per RFP 23-17249-SB, by and between the City of Lubbock and Johnson Controls, Inc., and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on APPROVED AS TO CONTENT: Brooke Witcher, Assistant City Manager APPROVED AS TO FORM: Rachael Foster, Assi ant City Attorney June 13, 2023 TRAY P _ . , V44 R ccdocs/RES.ServiceContract 17249- Johnson Controls — HVAC Preventative Maint. Svcs. 6.6.23 Resolution No. 2023-RO307 City of Lubbock Agreement Contract 17249 This Service Agreement (this "Agreement') is entered into as of the 13trday of June 2023 ("Effective Date") by and between Johnson Controls, Inc. (the Contractor), and the City of Lubbock (the «City"). RECITALS WHEREAS, the City has issued a Request for Proposals 23-17249-SB HVAC Preventative Maintenance Services for Civic Center Physical Plant and WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best meets the needs of the City for this service; and WHEREAS, Contractor desires to perform as an independent contractor to provide Preventative Maintenance Services for Civic Center Physical Plant, upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A — General Requirements 3. Exhibit B — Proposal and Best and Final Offer 4. Exhibit C — Insurance Requirements Scope of Work Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the applicable requirements set forth in Exhibit B and Exhibit C attached hereto. Article 1 1.1 This Agreement takes effect on 7/01/2023 and will continue until 6/30/2024 ("Original Term"). The Agreement will automatically renew and extend for successive terms equal to the Original Term unless the City or JCI gives the other written notice it does not want to renew prior to the end of the then -current term (each a "Renewal Term"). The notice must be delivered at least (90) days prior to the end of the Original Term or of any Renewal Term. The Original Term and any Renewal Term may be referred to herein as the "Term." 1.1 All stated annual quantities are approximations of usage during the time period to be covered by pricing established by this bid. Actual usage may be more or less. Order quantities will be determined by actual need. The City of Lubbock does not guarantee any specific amount of compensation, volume, minimum, or maximum amount of services under this bid and resulting contract. 1.3 The Contractor must maintain the insurance coverage required during the term of this contract including any extensions. It is the responsibility of the Contractor to ensure that valid insurance is on file with the Purchasing and Contract Management Department as required by contract or contract may be terminated for non-compliance. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within 30 days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 2.11 The contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof of insurance from the Subcontractor that complies with all contract insurance requirements document, this provision shall control. 2.12 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 2.13 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. 2.14 Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. 2.15 No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 2.16 Texas Government Code 2274. By entering into this Agreement, Contractor verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the contract against a firearm entity or firearm trade association. 2.17 Contractor represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not boycott energy companies; and will not boycott energy companies during the term of the Agreement. This verification is not required for an agreement where a governmental entity determines that these requirements are inconsistent with the governmental entity's constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing, or investment of funds. 2.18 Confidentiality. The Contractor shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. 2.19 Indemnify. The Contractor shall indemnify and save harmless the city of Lubbock and its elected officials, officers, agents, and employees from all suits, actions, losses, damages, claims, or liability of any kind, character, type, or description, including without limiting the generality of the foregoing, all expenses of litigation, court costs, and attorney's fees, for injury or death to any person, or injury to any property, received or sustained by any person or persons or property, to the extent arising out of, related to or occasioned by, the negligent acts of the Contractor, its agents, employees, and/or subcontractors, related to the performance, operations or omissions under this agreement and/or the use or occupation of city owned property. The indemnity obligation provided herein shall survive the expiration or termination of this agreement. ----INTENTIONALLY LEFT BLANK----- IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year first above written. Executed in triplicate. A OVn TO CONTENT: ason, Civic Center Director APPROVED AS TO FORM I Rachae I Foster, As ist nt ity Attorney Co CTOR BY: l Authorized epresentative Print Name 16o3 Address Z,,88o� 4, 7 City, State, Zip Code General Requirements Exhibit A Technical Specifications Scope: A. Preventative maintenance services include: a. Preventive maintenance service to be provided by the Contractor on all maintainable equipment and associated devices related to the Building Environmental Mechanical Systems described in the specifications b. The Contractor shall furnish all supplies, materials, test equipment, tools, personnel and services. B. Optional maintenance services include a. The repair or replacement of all equipment described in this specification. b. The Contractor shall furnish all supplies, components, OEM replacement parts, materials, test equipment, tools, personnel and services. If the same parts are no longer available, generic parts are acceptable in lieu of upgraded parts ll, Equipment Included: A. The preventative maintenance service shall cover the following items at the Civic Center Physical Plant: a. Pumps b. Boilers (quantity of 16) c. Water chillers (quantity of 3) d. Heat exchangers — Optional e. Exhaust fans f. Air compressors and dryers g. Fan coil units (quantity of 3) h. Unit heaters (quantity of 3) i. Cooling towers j. Temperature control devices. An inventory of equipment is attached. The exact model number, capacity or size of installed equipment may differ from the attached inventory. Contractor shall confirm by on -site survey that the equipment has been adequately identified. B. Also to include: a. Heating and cooling coils b. Water strainers c. Automatic control valves d. Automatic air vents e. Oil and lubricants (does not include lubricants internal to chillers) f. Oil and refrigerant filters g. Outside air dampers, damper motors (includes boiler combustion air ducts) h. Pressure sensors i. Control linkages j. Chilled water flow meters k. Float valves 1. Gauges m. Magnetic starters n. Fan motor drives (VFDS) o. Bearings p. Belts q. Motor starters and associated electrical wiring r. Refrigerant to replace that lost in operation or service. III. Equipment Excluded: Non-moving equipment, such as foundation structural supports, domestic water lines, drains, plumbing lines, and gas lines up to boiler control valve, air handling ductwork; boiler shells, unit cabinets, boiler trim and refractory materials. IV. Service Included A. Preventive Maintenance, as described in the attached Summary of Equipment and Service Schedule for Civic Center Physical Plant. B. Repair of all included equipment, to include parts and labor. (Optional) C. Emergency response with regard to optional maintenance service a) Contractor shall be on -call on a 24-hour, 7 days a week, basis and provide a telephone answering service. b) Contractor shall include all labor, overtime, travel costs, parts, environmental charges, disposal fees, and supplies in the cost of the emergency service call. c) Contractor shall be capable of responding to an emergency within three hours to be on site. Special Conditions GENERAL INSTRUCTIONS TO OFFERORS The contract shall be for a term of one year, with the option of four, one year extensions, said date of term beginning upon formal approval. The rates may be adjusted upward or downward at this time at a percentage not to exceed the effective change in the Consumer Price Index (CPI) or Product Price Index (PPI), whichever is most appropriate for the specific contract for the previous 12-months. At the City's discretion, the effective change rate shall be based on either the local or national index average rate for all items. If agreement cannot be reached, the contract is terminated at the end of the current contract period. A. Each Offeror will be required to submit a proposal amount for maintenance services, for a period of one (1) year, as specified. For internal record purpose only, each Contractor shall submit a breakdown of his proposal as follows: Preventative Maintenance Services for Civic Center Physical Plant Hourly rate for repairs as needed to Civic Center Physical Plant, Civic Center Proper and Mahon Library shall be broken out separately and shall be consistent with GSA Pricing Guidelines. B. Proposals shall cover all specified maintenance services of Building Environmental Mechanical Systems the Technical Specifications. Please refer to those specifications for further information and scope of desired services. C. Offerors are required to inspect each system and its respective components. D. The Contractor must detect faulty or inoperative conditions and work with the City to identify an appropriate fix. The City Representative will advise Contractor of any known malfunctions or operational problems. The Contractor shall respond in his monthly report to all malfunctions and operational problems. E. The Contractor shall not be relieved from assuming all responsibility for properly estimating the difficulties of performing any services, repairs, or replacements of any equipment or components required within this set of specifications due to the failure of the Contractor or his personnel to thoroughly investigate all conditions of all equipment and locations as outlined in this specification. F. All planned preventive maintenance service work under these specifications is to be performed during normal working hours, or as approved by the City of Lubbock. Contractor must check -in with designated building personnel prior to beginning any work and check-out upon completion. Designated building personnel will inspect all parts to be repaired or replaced prior to Contractor completing the project. G. It is agreed that the City of Lubbock will provide reasonable means of access to all devices, which are to be serviced. The Contractor shall be free to start and stop all primary equipment incidental to the operation of the Mechanical Systems when arranged with the representatives of the City of Lubbock. Contractor personnel shall comply with all regulations concerning City of Lubbock Security measures. H. When requested, the Contractor shall attend progress meetings, not to exceed one every other month, scheduled by the Owner. The Contractor shall be provided a meeting agenda 24 hours prior to the meeting. I. As part of this proposal, the Offerors shall submit for evaluation a comprehensive and detailed technical, financial and business prospectus, descriptively outlining his ability to adequately and satisfactorily perform the services as requested in this specification. It is the intention of this specification to establish and define those services that are to be performed and, in addition, to determine the capability and experience of the Offerors desiring to provide such services to the City of Lubbock facilities. K. Requirements for Offerors: Offerors shall visit the job site and become thoroughly familiar with the facilities and equipment prior to submitting a proposal. Offerors must sign in with Designated Building. No proposal shall be accepted from any Offeror unless it has been verified that there has been a visit and inspection of all equipment at each location by qualified persons prior to submittal. 2. At the time of award the Contractor and service personnel shall be fully licensed by the State of Texas to do business at the job site and to provide a complete service. Services that are to be provided shall be performed by qualified and trained service personnel that are directly employed by the Contractor. Subcontracting portions of the System or services requested in these specifications shall be allowed with prior consent of the Director of Purchasing and Contract Management and Civic Center representative. All proposed subcontractors shall be listed in the proposal submittal. 4. Personnel must be employed by the successful Contractor during the life of this contract. If at any time required personnel are not available for service work, the Contractor will be required to pay all cost accrued to effect proper maintenance on systems covered by this contract. A minimum of two (2) of these personnel shall be properly certified, thoroughly trained, and qualified to repair, service and calibrate the heating and cooling in these buildings. L. Specifically, piping and insulation have been excluded from this maintenance contract. When control valves or equipment must be removed and replaced or repaired, the attached piping and insulation that is affected by this work shall be repaired, at additional cost to the Owner, with approved repair quotation, as specified herein. M. The Contractor shall submit, along with his invoice for scheduled completed work, a Monthly Service Report to the Owner. Upon receipt of the Contractor's invoice and Monthly Service Report, the City of Lubbock shall make a monthly lump sum payment to the Contractor. H. QUALIFICATIONS OF OFFERORS A. The Owner may make such investigations as deemed necessary to determine the ability of the Contractor to perform the work each Offeror shall furnish the Owner all such information and data for this purpose as the Owner may request. The Owner reserves the right to reject any proposal if evidence submitted by or investigation of such Offeror fails to satisfy the Owner such proposal is properly qualified to carry out the obligations of the contract and to complete the work contemplated herein. B. Although cost will be factor in the awarding of the Maintenance Services Contract, it is absolutely essential that each Offeror is financially and operationally capable of providing the requested services and possesses the necessary qualifications and experience to satisfy the contractual obligations of the agreement. Offerors are required to provide all of the data that would assist the City of Lubbock in evaluating a Offerors overall ability to perform the requested services. The City's determination in this regard will be a key factor in the awarding of the contract. C. The following requirements shall be considered as the minimum standard for an Offeror to be considered as qualified to provide services under this contract, and shall be prerequisite to any award. 1. A minimum period of 10 years' experience in the performance of HVAC maintenance as specified. 2. The Contractor shall maintain a field office and/or warehouse that is within three hours travel time of the City of Lubbock facilities. 3. The Contract shall employ a minimum of two (2) full-time competent technicians who reside within three-hour travel time of the job site. The Contractor must also employ a professional staff educated in mechanical and electrical fields, refrigeration, boilers, pneumatic and electric control systems who have a minimum of five years experience in the above specialties. D. The Contractor shall demonstrate they own the proper tools and test equipment to maintain all the systems under contract. The Contractor must own the following tools and test equipment and be able to document their use on a reasonable number of contracts of comparable size in a similar climatic area: Combustion efficiency test equipment, water conductivity tester, vibration detector, water treatment chemical drop test kit, micrometer, conductivity tester, refrigeration oil test kit, electronic refrigeration leak detector, refrigerant pump down and refrigerant recovery equipment, voltmeter, amp meter, and amp probe. Tools and equipment list must be submitted with proposals. E. In addition, the Offeror shall have access to central parts supply warehouses whose inventories include all replacement parts for any components in the system under contract to ensure fast availability in emergency situations. This includes all temperature sensors, controllers, dampers, valves, actuators, relays, air compressors, and boiler controls. City of Lubbock, Texas RFP 23-17249-SB Summary of Equipment and Proposed Service Schedule- Civic Center Physical Plant R F VISED 1. DAILY None 2. MONTHLY WATER CHILLERS Check coolant level on motor starter CARBON DIOXIDE SENSOR Check alarm setting Check power supply and output Check calibration of sensor 3. QUARTERLY WATER CHILLERS Check evaporator, condenser pressure, oil sump temperature, net oil pressure Check oil level in compressor oil sump Verify jet pump operation in supplemental refrigerant filtration system Off season - operate chillers for 30 minutes HEAT EXCHANGER (If returned to operation, after repairs/replacement) Observe water temperature under normal operating conditions COOLING TOWERS - 3 Inspect fan for noise and vibration Cooling tower sump check drain pipe for obstructions Clean hot water distribution pan at top of tower Sumps - check float operation and make-up valve Check calibration of water sensor and low limit switch Check fan motor for complete movement (monitor bearings) Clean and flush water distribution system Inspect sump for dirt build up; clean if condensation water flow is clogged Inspect framework metal parts Lubricate motor Lubricate gear drive (or check) ROOM THERMOSTAT/OUTSIDE AIR THERMOSTAT Check calibration of each thermostat Check throttling range for proper setting PUMPS - 6 Check the mechanical seals for leaks - replace as needed Blow down strainers Lubricate pump and motor bearings PRV STATIONS — 2 — HW MU / CW MU Check pressure reducing valve; repair or replace as required Check pressure relief valve; repair or replace as required FAN COIL UNIT Inspect coils for dirt build-up. Clean if air flow is clogged. Change Filters Check bearing locking setscrews and other setscrews for proper tightness. All bearing races must be tight. Coil control - check valves for complete open/shut movement EXHAUST FAN Clean pulley, check tightness to shaft, and pulley alignment Change Belts Clean fan blades Check and tighten motor terminals Check motor voltage and current at zero and normal load and compare nameplate data Check motor starter for proper operation and check tightness of all terminals and leads BOILERS Clean screens/filters for air intake Blow down boiler heat exchanger Observe heating water temperatures and pressures Observe flue temperature 4. BL4NNUALLY WATER CHILLERS Compressor motor - megger motor Compressor motor - check nameplate and rating Starter - check overload setting trip points amps Starter - tighten all terminals Starter - check condition of contacts Oil - change filter Circuits - low temperature control calibration set point, trip -point Circuits - high pressure control calibration set point, trip -point Circuits - oil pressure control calibration - cut-out, cut -in Condenser - leak test chiller Condenser - oil analysis for acid content Condenser - refrigerant filter FAN COIL UNIT Mixing valves - check for signs of leakage around stem, bonnet or at the connections Mixing valves - check for proper close -off action Mixing valves - check for proper air pressure to the valve Mixing valves - determine if stem is operating through full travel Dampers - lubricate and check travel and close -off of operator; repair as required Temperature sensors - check for faulty sensor line BOILERS Inspect and test Low water cut off and relief valves for operation Inspect and lubricate blower motor Inspect and lubricate circulating pump Visually inspect flame color Clean Burner (if not bad after first cleaning can be moved to annually) New gaskets with burner disassembly as recommended by manufacturer Visually inspect heat exchanger and clean if needed. (Done at same time of burner) 5. ANNUALLY WATER CHILLERS Compressor motor - Megohmeter Compressor motor - check and tighten terminals Replace filter HEAT EXCHANGER (if returned to service) Test delta P to ensure correct operation, according to specifications COOLING TOWERS - 3 Inspect and flush fill Inspect and clean drift eliminators Check fan pitch bolts for correct torque. Check motor - Megohmeter Check and tighten motor terminals. Sumps - check and tighten motor terminals Sumps - Check motor voltage and current at zero and normal load and compare to nameplate data Sumps - check motor starter for proper operation and check tightness of all terminals and leads TEMPERATURE SENSORS Check for appropriate temperature readings and calibration PUMPS - 6 Remove strainer media and clean Check & tighten motor terminals Check motor voltage and current at zero and normal load and compare nameplate data Check motor bearings Clean motor Check motor starter for proper operation and check tightness of all terminals and leads Check operation of check valves/triple duty valves FAN COIL UNIT Lubricate fan motors Inspect electrical wiring for condition. Tighten all connections. Inspect the drain pan for sludge or other foreign material. Clear the drain openings and drain line to ensure adequate flow. Pan tab treatment, if drain pans exist. Check and tighten motor terminals. Check motor voltage and current at zero and normal load and compare nameplate data Check drain pans and remove any trash and check drain pipes for obstructions FLOW COMPUTER Check battery backup BOILERS Combustion analysis and adjustment if needed Exhibit B Customer LUBBOCK CIVIC CENTER Local Johnson Controls Office 1603 W LOOP 289 LUBBOCK, TX 79416-5124 Agreement Start Date: 10/01 /2023 Proposal Date 05/12/2023 Estimate No: 1-1 N536TZJ Partnering with you to deliver value -driven solutions Every day, we transform the environments where people live, work, learn and play. From optimizing building performance to improving safety and enhancing comfort, we are here to power your mission. 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. With more than a century of healthy buildings expertise, Johnson Controls leverages technologies to successfully deliver smart solutions to facilities worldwide. 2020 I North American Company of theYear for Award Innovation in Smart Connected Chillers Johnson Controls was recognized by Frost & Sullivan as the 2020 North American Company of the Year for innovation in the Smart connected Chillers market Planned Service Proposal LUBBOCK CIVIC CENTER Executive summary Planned service proposal for LUBBOCK CIVIC CENTER Dear Customer, We value and appreciate your interest in Johnson Controls as a service provider for your building systems and are pleased to provide a value -driven maintenance solution for your facility. The enclosed proposal outlines the Planned Service Agreement we have developed on your facility. Details are included in the Planned Service Agreement summary (Schedule A), but highlights are as follows: • In this proposal we are offering a service agreement for 1 Year starting 10/01/2023 and ending 09/30/2024. • The agreement price for first year is $39,771.00; 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, David Garcia Account Executive Sales Rep (817) 888-6309 The power behind your mission © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 00 Controls Page 2 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Benefits of planned service A Planned Service Agreement with Johnson Controls will allow you to optimize your building's facility performance, providing dependability, sustainability and energy efficiency. You'll get a value -driven solution that fits your specific goals, delivered with the attention of a local service company backed by the resources of a global organization. With this Planned Service Agreement, Johnson Controls can help you achieve the following five objectives: 1. Identify energy savings Opportunities Since HVAC equipment accounts for a major portion of a building's energy usage, keeping your system performing at optimum levels may lead to a significant reduction in energy costs. 2. Reduce future repair costs Routine maintenance may maximize the life of your equipment and may reduce equipment breakdowns. 3. Extend asset life Through proactive, factory -recommended maintenance, the life of your HVAC assets may be extended, maximizing the return on your investment. 4. Ensure productive environments Whether creating a comfortable place where employees can be productive or controlling a space to meet specialized needs, maintenance can help you achieve an optimal environment for the work that is being accomplished 5. Promote environmental health and safety When proper indoor conditions and plant requirements are maintained, business outcomes may be improved by minimizing sick leave, reducing accidents, minimizing greenhouse gas emissions and managing refrigerant requirements. All of the services we perform on your equipment are aligned with "The 5 Values of Planned Maintenance" and our technicians understand how the work they perform can help you accomplish your business objectives. © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 0, Controls Page 3 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Our partnership Personalized account management A Planned Service Agreement also provides you with the support of an entire team that knows your site and can closely work with you on budget planning and asset management. Your local Johnson Controls account management team can help guide planned replacement, energy retrofits and other building improvement projects. You'll have peace of mind that an entire team of skilled professionals will be looking out for what is best for your facility and budget. A culture of safety Johnson Controls technicians take safety seriously and personally, and integrate it into everything they do. All of our technicians participate in regular and thorough safety training. Because of their personal commitment, we are a leader in the HVAC service industry for workplace safety performance. This means that you do not have to worry about us when we are on your site. Commitment to customer satisfaction Throughout the term of your Planned Service Agreement, we will periodically survey you and use your feedback to continue to make improvements to our service processes and products. Our goal is to deliver the most consistent and complete service experience possible. To meet this goal, we've developed and implemented standards and procedures to ensure you receive the ultimate service experience — every time. Energy & sustainability A more sustainable world one building at a time — Johnson Controls is a company that started more than 125 years ago with a product that reduced energy use in buildings. We've been saving energy for customers ever since. Today, Johnson Controls is a global leader in creating smart environments where people live, work and play, helping to create a more comfortable, safe and sustainable world. The value of integrity Johnson Controls has a long, proud history of integrity. We do what we say we will do and stand behind our commitments. Our good reputation builds trust and loyalty. In recognition for our commitment to ethics across our global operations, we are honored to be named one of the World's Most Ethical Companies by Ethisphere Institute, a leading think tank dedicated to business ethics and corporate social responsibility. In addition, Corporate Responsibility Magazine recognizes Johnson Controls as one of the top companies in its annual 100 Best Corporate Citizens" list. © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 00 Controls Page 4 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Service delivery As part of the delivery of this Planned Service Agreement, Johnson Controls will dedicate a local customer service agent responsible for having a clear understanding of the agreement scope, and your facility procedures and protocols. A high-level overview around our service delivery process is outlined below including scheduling, emergency service, on -site paperwork, communication and performing repairs outside of the agreement scope. Scheduling Preventative maintenance service will be scheduled using our automated service management system. In advance of the scheduled service visit, our technician is sent a notice of service to a smartphone. Once the technician acknowledges the request, your customer service agent will call or e-mail your on -site contact to let you know the start date and type of service scheduled. The technician checks in, wears personal protective equipment, performs the task(s) as assigned, checks out with you and asks for a screen capture signature on the smartphone device. A work order is then e-mailed, faxed or printed for your records. Emergency services Emergency service can be provided 7 days a week, 24 hours a day, 365 days a year. During normal business hours, emergency service will be coordinated by the customer service agent. After hours, weekends and holidays, the emergency service number transfers to the Johnson Controls after-hours call center and on -call technicians are dispatched as needed. Johnson Controls is committed to dispatching a technician within hours of receiving your call through the service line. A work order is e-mailed, faxed or printed for your records. Depending on the terms of your agreement, you may incur charges for after hour services. Communication A detailed communication plan will be provided to you so you know how often we will provide information to you regarding your Planned Service Agreement. The communication plan will also provide you with your main contacts at Johnson Controls. Approval process for non -covered items Johnson Controls will adhere to your procurement process. No work will be performed outside of the agreement scope without prior approval. Johnson Controls will work with you closely to ensure your procurement process is followed before any non -covered item work is started. © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 010 Controls Page 5 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Summary of services and options Comprehensive and operational inspections During comprehensive and operational inspections, Johnson Controls will perform routine checks of the equipment for common issues caused by normal wear and tear on the equipment. Additional tests can be run to confirm the equipment's performance. Routine maintenance, such as lubrication, cleaning and tightening connections, can be performed depending on the type of equipment being serviced. Routine maintenance is one of the keys to the five values of maintenance — it can help identify energy saving opportunities, reduce future repair costs, extend asset life, ensure productive environments, and promote health and safety. Boiler Tube Brushing Boiler heat transfer surfaces must be kept clean to provide for safe and economical boiler operation. During boiler operation deposits such as soot and scale can accumulate on boiler tubes, causing a loss in efficiency due to reduced heat transfer. This includes capacity reduction and high draft losses. Corrosive elements are often present in the scale, increasing the probability of tube failure. Extreme cases of boiler tube blockage can also create a safety or fire hazard. Johnson Controls technicians will brush the tubes, cleaning these surfaces. This improves heat transfer, optimizes efficiency, and reduces potential corrosion and safety issues. This service does not include chemical treatment required to control or eliminate biohazards such as Legionella unless chemical water treatment services have been added as a separate option. Filter Replacement Clean air filters help maintain proper airflow throughout your building. Decreased airflow can impair the performance of the cooling coil and may lead to occupant discomfort and inefficient operation of the HVAC system. Johnson Controls will replace the filters on a regular basis to maintain airflow and maximize air quality. Vibration Analysis — Fan & Pump Johnson Controls technicians will collect vibration data at various measurement points on the machine. This data is used to assess the condition of bearings, sheaves, belts and rotors. It also detects the presences of imbalance or misalignment. Repairs are followed up with another vibration analysis to ensure root problems have been identified and resolved. Customer Portal / Service Information Access The Johnson Controls customer portal is the online gateway to easily access various elements of your service information. This real-time, self-service mechanism is just one more way for you to stay in touch with our service within your facilities. Using the internet, you can view service call history by location, monitor agreements, as well as view asset and invoice information. © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 00 Controls Page 6 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Summary Thank you for considering Johnson Controls as your building technology services partner. The following agreement document includes all the details surrounding your Planned Service Agreement. With planned service from Johnson Controls, you'll get a value -driven solution that can help optimize your building controls and equipment performance, providing dependability, sustainability and energy efficiency. You'll get a solution that fits your specific goals, delivered with the attention of a local service company backed by the resources of a global organization. The power behind your mission © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 40 Controls Page 7 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Planned Service Agreement Customer Name : LUBBOCK CIVIC CENTER Address: 1501 MAC DAVIS LN LUBBOCK,TX 79401-2602 Proposal Date: 05/12/2023 Estimate #: 1-1 N536TZJ 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 / Automatic Renewal This Agreement takes effect on 10/01/2023 and will continue until 09/30/2024 ("Original Term"). The Agreement will automatically renew and extend for successive terms equal to the Original Term unless the Customer or JCI gives the other written notice it does not want to renew prior to the end of the then -current term (each a "Renewal Term"). The notice must be delivered at least (90) days prior to the end of the Original Term or of any Renewal Term. The Original Term and any Renewal Term may be referred to herein as the "Term". Renewal price adjustments are discussed in the Terms and Conditions. Refrigerant Charges Refrigerant is not included under this Agreement and will be billed separately to the Customer by JCI. © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson Of Controls Page 8 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Price and Payment Terms The total Contract Price for JCI's Services during the first year of the Original Term is $39,771.00. This amount will be paid to JCI in advance in Annual installments. Pricing for each subsequent year of a multiyear Original Term is set forth in the Supplemental Price and Payment Terms. Unless otherwise agreed to by the parties, All payments will be due upon receipt. Renewal price adjustments are set forth in the Terms and Conditions. Invoices will be sent to the following location: CITY OF LUBBOCK MUNICIPAL SQUARE P O BOX 2000 1625 13TH STREET LUBBOCK,TX 79457 To ensure that JCI is compliant with your company's billing requirements, please provide the following information: PO is required to facilitate billing: No: This signed contract satisfies requirement YES: Please reference this PO number : AR Invoices are accepted via e-mail: YES: E-mail address to be used: No: Please submit invoices via mail No: Please submit via: This proposal is valid for thirty days from the proposal date. JOHNSON CONTROLS Inc. JCI Manager: JCI Manager Signature: Customer Manager: Customer Manager Signature: Title: Date: Title: Date: JCI Branch: JOHNSON CONTROLS LUBBOCK TX CB - ON86 Address:1603 W LOOP 289 LUBBOCK,TX 79416-5124 Branch Phone:(806) 795-8800 Branch Email: © 2023 Johnson Controls, Inc. Johnson 00 Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Planned Service Proposal LUBBOCK CIVIC CENTER Schedule A - Equipment List LUBBOCK CIVIC CENTER 1501 MAC DAVIS LN LUBBOCK, TX 79401-2602 Product: Cooling Tower, Quantity: 3 Coverage Level: Basic Customer Tag Enhanced Tier <300 Tons Services Provided 3 Operational 1 Belt Change 1 Comprehensive Manufacturer Model # Serial # Enhanced Tier Product: Fan, Exhaust Fan, Roof Mounted, 0-5 HP Quantity: 2 Services Provided Coverage Level: Basic 1 Operational 1 Vibration Analysis -Fan 1 Belt Change 1 Comprehensive Customer Tag Manufacturer Model # Serial # Enhanced Tier Product: Pump, Chilled Water, >100 HP Quantity: 4 Services Provided Coverage Level: Basic 3 Operational 1 Comprehensive Enhanced Tier Product: Boiler, Gas -Fired, Fire Tube, <50 HP Quantity: 16 Services Provided Coverage Level: Basic 3 Operational 1 Comprehensive 1 Tube Brushing (Fire Tube - Gaskets not included) Customer Tag Manufacture Model # Serial # Enhanced Tier Product: Pump, Hot Water, 51-100 HP 011 2023 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 10 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Quantity: 2 Coverage Level: Basic Product: Pump, Variable Quantity: 3 Coverage Level: Basic Services Provided 3 Operational 1 Comprehensive Manufacturer Model # Serial # Enhanced Tier quency Drive WD), <15 HP Services Provided 1 Operational 1 Comprehensive Customer Tag Manufacturer Model # Serial Enhanced Tier Product: Chiller, Water Quantity: 1 Coverage Level: Basic Product: Chiller, Water Quantity: 2 Coverage Level: Basic Customer Tag Product: Air Handling Unit Quantity: 2 Coverage Level: Basic Customer Tag Services Provided 3 Operational 1 Comprehensive 1 Oil Sample and Analysis Manufacturer Model Serial# Enhanced Tier h Pressure Centrifugal, 450-799 Tons Services Provided 3 Operational 1 Comprehensive 1 Oil Sample and Analysis Manufacturer Model # Serial # Enhanced Tier 100% Outside Air, <15 HP Services Provided 1 Operational 1 Comprehensive 1 Standard Filter Change 1 Belt Change Manufacturer Model # Serial # © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 00 Controls Page 11 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 00 Controls Page 12 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Equipment tasking Air Handling Unit (AHU), 100% Outside Air, <15 HP Belt Change All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Perform belt change procedures Remove and dispose any debris from any maintenance activity Document tasks performed during visit and report any observations to appropriate customer representative Standard Filter Change All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Turn equipment off Remove dirty filters Install new filters Turn equipment on Dispose of dirty filter appropriately Document tasks performed during visit and report any observations to appropriate customer representative Comprehensive All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Visually inspect damper(s) Check condition of pulleys and belts Check for proper fan operation Check condition of coils Check condition of filters Record temperatures and pressures (if applicable) Check for unusual noise and vibration Check for deterioration of gaskets and seals Check overall condition of unit Visually inspect for fluid leaks of coils and connecting piping Check starter/contactor Check and tighten electrical connections Check damper operation and lubricate as required Visually check control valve(s) Lubricate blower and motor bearings Clean condensate pan and clear drain line Check condition of blower assembly Remove and dispose any debris from any maintenance activity Document tasks performed during visit and report any observations to appropriate customer representative Operational All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Inspect motor mounting isolators Check for integrity of cabinet hardware Visually inspect damper(s) Verify damper operation Check condition of pulleys and belts Check for proper fan operation Check condition of coils Check condition of filters Record temperatures and pressures (if applicable) Check condensate drain © 2023 Johnson Controls, Inc. Johnson 00 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 29 Planned Service Proposal LUBBOCK CIVIC CENTER Visually inspect electrical connections Check for unusual noise and vibration Check overall condition of unit Visually inspect for fluid leaks of coils and connecting piping Document tasks performed during visit and report any observations to appropriate customer representative Boiler, Gas -Fired, Fire Tube, <50 HP Operational All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Blow down boiler Check for proper operation of low and high gas pressure cut-out switches Check factory supplied gas piping and components for leakage Check burner for proper sequence of operation Check flame quality Visually inspect combustion chamber, draft diverter and flue for accumulation of soot Check boiler relief valves for leakage Verify proper operation of low water cut-out control Check combustion blower motor operation Check hot water/steam temperature and pressure Check proper operation of make-up water valv Check overall condition of unit Document tasks performed during visit and report any observations to appropriate customer representative Comprehensive All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Inspect burner contactors for wear Check and tighten electrical connections Check for proper gas supply pressure Check and clean pilot assembly Clean combustion fan wheel Visually inspect combustion chamber, draft diverter and flue for accumulation of soot - clean as needed Check burner for proper sequence of operation Check operating controls Check all safety controls Lift relief valve to ensure proper operation Check boiler relief valves for leakage Check combustion blower motor operation and lubricate as needed Check factory supplied gas piping and components for leakage Drain boiler, open hand hole covers and clean as needed (if applicable) Disassemble and clean low water cut-out Fill boiler and check for proper operation of make-up water valve Verify proper operation of low water cut-out control Check overall condition of unit Record and log all operating parameters (including pressures and temperatures) Remove and dispose any debris from any maintenance activity Document tasks performed during visit and report any observations to appropriate customer representative Tube Brushing (Fire All work must be performed in accordance with Johnson Controls safety policies Tube - Gaskets not Check with appropriate customer representative for operational deficiencies included) Open boiler doors Mechanically brush tubes © 2023 Johnson Controls, Inc. Johnson 00 Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 14 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Close boiler doors Remove and dispose any debris from any maintenance activity Document tasks performed during visit and report any observations to appropriate customer representative Chiller, Water Cooled, High Pressure Centrifugal, 450-799 Tons Operational 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 condenser and chilled water flow Check system pressures and temperatures Check refrigerant levels Check compressor oil level(s) Check capacity control and linkage Check for proper oil temperature and pressure Lubricate motor bearings (per manufacturer's recommendations) Visually inspect for refrigerant and oil leaks Check for unusual noise and vibration For YK, YMC2, YZ, YD, YVAA, YMAA, and YS - Review the Proactive Parts Replacement Tool for components that may be in need of or recommended for proactive replacement. Check overall condition of unit Record oil level in seal oil bottle Check for proper operation of oil return system Record and log all operating parameters Document tasks performed during visit and report any observations to appropriate customer representative Comprehensive 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 Conduct refrigerant leak check Check compressor oil level(s) Change oil filters (isolation valves must be present and functional) Change oil educter filter dryer (isolation valves must be present and functional) Lubricate and check capacity control and linkage Verify oil heater operation Check and tighten electrical connections Perform preventative procedures to flow proving devices Check for unusual noise and vibration For YK, YMC2, YZ, YD, YVAA, YMAA, and YS - Review the Proactive Parts Replacement Tool for components that may be in need of or recommended for proactive replacement. 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 Sample and Analysis 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 © 2023 Johnson Controls, Inc. Johnson 00 Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 15 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Chiller, Water Cooled, High Pressure Centrifugal, <250 Tons Operational 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 condenser and chilled water flow Check system pressures and temperatures Check refrigerant levels Check compressor oil level(s) Check capacity control and linkage Check for proper oil temperature and pressure Lubricate motor bearings (per manufacturer's recommendations) Visually inspect for refrigerant and oil leaks Check for unusual noise and vibration For YK, YMC2, YZ, YD, YVAA, YMAA, and YS - Review the Proactive Parts Replacement Tool for components that may be in need of or recommended for proactive replacement. Check overall condition of unit Record oil level in seal oil bottle Check for proper operation of oil return system Record and log all operating parameters Document tasks performed during visit and report any observations to appropriate customer representative Comprehensive 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 Conduct refrigerant leak check Check compressor oil level(s) Change oil filters (isolation valves must be present and functional) Change oil educter filter dryer (isolation valves must be present and functional) Lubricate and check capacity control and linkage Verify oil heater operation Check and tighten electrical connections Perform preventative procedures to flow proving devices Check for unusual noise and vibration For YK, YMC2, YZ, YD, YVAA, YMAA, and YS - Review the Proactive Parts Replacement Tool for components that may be in need of or recommended for proactive replacement. 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 Sample and Analysis 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 Cooling Tower, Gravity Distribution, <300 Tons Belt Change All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies © 2023 Johnson Controls, Inc. Johnson 00 Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 16 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Perform belt change procedures Remove and dispose any debris from any maintenance activity Document tasks performed during visit and report any observations to appropriate customer representative Comprehensive All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Check condition of sump and basin Check for proper operation of make up water controller and adjust as needed Disassemble and clean sump level sensor (if applicable) Check for proper condenser water temperature control (if applicable) Check operation of bypass valve (if applicable) Check condition of tower fill Check for blockage in water distributers Check fan mechanical drive system and lubricate per manufacturer's recommendation Check belt(s) (if applicable) Check and tighten electrical connections Check operation of basin heater (if applicable) Check tower sump screens 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 Operational All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Check condition of sump and basin Check for proper operation of make up water controller Check for proper condenser water temperature control (if applicable) Check operation of bypass valve (if applicable) Check condition of tower fill Check for blockage in water distributers Check fan mechanical drive system Check belt(s) (if applicable) Check operation of basin heater (if applicable) Check for unusual noise and vibration Check overall condition of unit Document tasks performed during visit and report any observations to appropriate customer representative Fan, Exhaust Fan, Roof Mounted, 0-5 HP Belt Change All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Perform belt change procedures Remove and dispose any debris from any maintenance activity Document tasks performed during visit and report any observations to appropriate customer representative Comprehensive Check with appropriate customer representative for operational deficiencies Check rain guard Check and tighten electrical connections Clean area around equipment Inspect starter Lubricate as required � © 2023 Johnson Controls, Inc. Johnson ,�0 COntfO�S Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 17 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Motor operating amps Check bearing wear Check belt guard Check belt(s) (if applicable) Check drive condition Check electrical contacts Check fan blades Check for proper rotation Complete any required maintenance checklists, report observations to appropriate customer representative Operational Check with appropriate customer representative for operational deficiencies Check rain guard Check and tighten electrical connections Clean area around equipment Inspect starter Lubricate as required Motor operating amps Check belt guard Check belt(s) (if applicable) Check drive condition Check electrical contacts Check fan blades Check for proper rotation Complete any required maintenance checklists, report observations to appropriate customer representative Vibration Analysis -Fan Check with appropriate customer representative for operational deficiencies Record equipment specific information for reference Install pads and labels (if applicable) Install sensors in proper location. Start equipment and run at normal operating conditions. Record readings and remove sensors. Submit readings for report generation and deliver to customer with recommendations. Complete any required maintenance checklists, report observations to appropriate customer representative Pump, Chilled Water, >100 HP Comprehensive All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Check for leaks Check coupling Lubricate pump and motor bearing(s) per manufacturer's recommendation Record and log all operating parameters Check for unusual noise and vibration Check overall condition of unit Document tasks performed during visit and report any observations to appropriate customer representative Operational All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Check for leaks Check pressures Visually inspect coupling Check for unusual noise and vibration 011 © 2023 Johnson Controls, Inc. Johnson Controls Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 18 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Check overall condition of unit Document tasks performed during visit and report any observations to appropriate customer representative Pump, Hot Water, 51-100 HP Comprehensive All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Check for leaks Check coupling Lubricate pump and motor bearing(s) per manufacturer's recommendation Record and log all operating parameters Check for unusual noise and vibration Check overall condition of unit Document tasks performed during visit and report any observations to appropriate customer representative Operational All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Check for leaks Check pressures Visually inspect coupling Check for unusual noise and vibration Check overall condition of unit Document tasks performed during visit and report any observations to appropriate customer representative Pump, Variable Frequency Drive (VFD), <15 HP Comprehensive All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Check and tighten electrical connections Check for heat damage Review event log (if applicable) Ramp drive up and down, and check for proper operation (if possible) Check condition of air filter and clean or replace as needed Verify proper operation of cooling fans and clean as needed Check for unusual noise or 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 Operational All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Check drive for proper operation Review event log (if applicable) Check for unusual noise and vibration Check overall condition of unit Document tasks performed during visit and report any observations to appropriate customer representative © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 00 Controls Page 19 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Best and Final Offer Supplemental Price & Payment Terms (Applies to Multi -Year Contracts Only) Year Total Annual Dollar Amount Payment Frequency Years $39,771.00 Annually (4)1 Year Options Year2 42,555 Annually Year3 45,534 Annually Year4 48,722 Annually Year5 52,133 Annually Special Additions and Exceptions © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 40 Controls Page 20 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER TERMS AND CONDITIONS DEFINITIONS (REV 4/22) DIGITAL ENABLED SERVICES mean services provided hereunder that employ JCI software and cloud -hosted software offerings and tools to improve and enable such services. Digital Enabled Service may include, but are not limited to, (a) remote inspection, (b) advanced equipment fault detection and diagnostics, and (c) data dashboarding and health reporting. CONTRACT PRICE means the price that Customer shall pay to JCI for the Services. COVERED EQUIPMENT means the equipment for which Services are to be provided under this Agreement. Covered Equipment is set forth in Schedule A - Equipment List. EQUIPMENT FAILURE means the failure, under normal and expected working conditions, of moving parts or electric or electronic components of the Covered Equipment that are necessary for its operation. PREMISES means those Customer premises where the Covered Equipment is located or Services performed pursuant to this Agreement. REMOTE MONITORING SERVICES means remote monitoring of Covered Equipment and/or systems including building automation, HVAC equipment, and fire alarm, intrusion, and/or other life safety systems for alarm and event notifications using a UL Certified Central Station. REMOTE OPERATIONS CENTER (ROC) is the department at JCI that remotely monitors alarm and industrial (HVAC) process signals. REMOTE OPERATING SERVICES means remote interrogation, modification and/or operation of building automation, HVAC equipment, and/or other Covered Equipment. REPAIR LABOR is the labor necessary to restore Covered Equipment to working condition following an Equipment Failure, but does not include services relating to total equipment replacement due to obsolescence or unavailability of parts. REPAIR MATERIALS are the parts and materials necessary to restore Covered Equipment to working condition following an Equipment Failure, but excludes total equipment replacement due to obsolescence or unavailability of parts, unless excluded from the Agreement. At JCI's option, Repair Materials may be new, used, or reconditioned. SCHEDULED SERVICE MATERIALS are the materials required to perform Scheduled Service Visits on Covered Equipment, unless excluded from the Agreement. SCHEDULED SERVICE VISITS are the on -site labor visits required to perform JCI recommended inspections and preventive maintenance on Covered Equipment. SERVICES are the work, materials, labor, service visits, and repairs to be provided by JCI pursuant to this Agreement except that the Services do not include the Connected Equipment Services or the provision of other software products or digital or cloud services, which are provided under separate terms and conditions referenced in Section P. A. 1CI'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 Customers 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, ICI reserves the right to invoice Customer for the cost of the initial equipment inspection. 3. EXTENDED SERVICE means Services performed outside 1CI's normal business hours and is available only if Customer has PREMIUM COVERAGE. Extended Service is available either 24/5 or 24/7, at Customer's election. The price for Extended Service, if chosen by Customer, is part of the total Contract Price. 4. REMOTE MONITORING SERVICES OR REMOTE OPERATING SERVICES. If Remote Monitoring Services or Remote Operating Services are provided, Customer agrees to furnish JCI with a list of the names, titles, addresses, email addresses, and phone numbers of all persons authorized to be contacted by, or be able to contact the ROC to perform specific agreed upon actions with the appropriate authority. If 1CI's Services include "Remote Monitoring Services with Open and Close," Customer also agrees to furnish JCI with Customer's daily and holiday opening and closing schedules. Customer agrees to maintain and update the call lists with accurate information. Customer further agrees to notify JCI of such changes as soon as possible. JCl/ROC is not responsible to find new contacts/numbers if the contacts on the call lists cannot be reached. A maximum of three contacts are allowed for any time of the day. If none of those contacts can be reached, then neither JCI nor ,,�� © 2023 Johnson Controls, Inc. Johnson // 0 COntrOls Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 21 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER the ROC are responsible for damages. Customer is responsible for any and all costs and expenses arising from Customers failure to provide timely updates for any of the contact information submitted to the ROC. S. 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 Customers equipment that is not Covered Equipment under this Agreement (an "Out of Scope Defect"), ICI may (but shall have no obligation to) notify Customer of such Out of Scope Defect. If Customer elects for JCI to repair such Out of Scope Defect, or if JCI otherwise performs any Services or provides any materials, parts, or equipment outside the scope of the Services (collectively, "Out of Scope Services"), Customer shall direct JCI to perform such Out of Scope Services in writing, and Customer shall pay for such Out of Scope Services at JCI's standard fees or hourly rates. If, after receiving notice of an Out of Scope Defect, Customer elects not to engage JCI to repair such Out of Scope Defect, Customer shall defend and indemnify JCI from and against any and all losses, damages, claims, costs and expenses arising directly or indirectly out of such Out of Scope Defect. Any Out of Scope Services performed by JCI at the direction of Customer pursuant to this Section shall be subject to the Customer Terms in effect as of the Effective Date (the "Customer Terms"), which Customer Terms are incorporated into this Agreement by this reference. A copy of the Customer Terms currently in effect is found at www.iohnsoncontrols.com/customerterms. C. EXCLUSIONS JCI's Services and warranty obligations expressly exclude: (a) the repair or replacement of ductwork, casings, cabinets, structural supports, tower fill/slats/basin, hydronic and pneumatic piping, and vessels, gaskets, and piping not normally replaced or maintained on a scheduled basis, and removal of oil from pneumatic piping; (b) disposal of hazardous wastes (except as otherwise expressly provided herein); (c) disinfecting of chiller condenser water systems and other components for biohazards, such as but not limited to, Legionella unless explicitly set forth in the scope of services between the parties. Unless explicitly provide for within the scope of services, this is Out of Scope Services and the Customers exclusive responsibility to make arrangements for such services with a provider other than JCI. Mentions of chiller tube cleaning, condenser cleaning, cooling tower cleaning or boiler tube cleaning in any scope of services, only involve work to remove normal buildup of debris and scale using tube brush cleaning, pressure washing or acid flushing. Reference to such cleaning does not include chemical cleaning, disinfection or chemical water treatment required to eliminate, control or disinfect against biohazards such as but not limited to Legionella; (d) refrigerant; supplies, accessories, or any items normally consumed during the use of Covered Equipment, such as ribbons, bulbs and paper; (e) the furnishing of materials and supplies for painting or refinishing equipment; (f) the repair or replacement of wire in conduit, buried cable/transmission lines, or the like, if not normally replaced or maintained on a scheduled basis; (g) replacement of obsolete parts; and (h) damages of any kind, including but not limited to personal injury, death, 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 Customers previous denial of JCI access to the Covered Equipment, and Customers 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 TERMS; PRICE ADJUSTMENTS Unless otherwise agreed by the parties in writing, fees for Services to be performed shall be paid annually in advance. Fees and other amounts due hereunder are due upon receipt of the invoice, which shall be paid by Customer via electronic delivery via EFT/ACH . Such payment is a condition precedent to JCI's obligation to perform Services under the Agreement. Any invoice disputes must be identified in writing by Customer within 21 days of the date of invoice. Payments of any disputed amounts are due and payable upon resolution. Customer acknowledges and agrees that timely payments of the full amounts listed on invoices is an essential term of this Agreement and that failure by Customer to make payment in full when due is a material breach of this Agreement. Customer further acknowledges that if there is any amount outstanding on an invoice, it is material to company and will give JCI, without prejudice to any other right or remedy, the right to, without notice: (i) suspend, © 2023 Johnson Controls, Inc. Johnson 40 Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 22 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER discontinue or terminate performing any services and/or withhold further deliveries of equipment and other materials, terminate or suspend any unpaid software licenses, and/or suspend JCI's obligations under or terminate this Agreement; and (ii) charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate permitted under applicable law, until payment is made in full. JCI's election to continue providing future services does not, in any way diminish JCI's right to terminate or suspend services or exercise any or all rights or remedies under this Agreement. ICI shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension of services for non-payment. In the event that there are exigent circumstances requiring services or the JCI otherwise performs services at the premises following suspension, those services shall be governed by the terms of this Agreement unless a separate contract is executed. If Customer disputes any late payment notice or JCI's efforts to collect payment. Customer shall immediately notify JCI in writing and explain the basis of the dispute. Customer will pay all of JCI's reasonable collection costs (including legal fees and expenses). In the event of Customer's default, the balance of any outstanding amounts will be immediately due and payable. JCI may increase prices upon notice to the Customer to reflect increases in material and labor costs. All stated prices are exclusive of and Customer agrees to pay any taxes, fees, duties, tariffs, false alarm assessments, installation or alarm permits and levies or other similar charges imposed and/or enacted by a government, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under this Agreement. If this Agreement is renewed, JCI will provide Customer with notice of any adjustments in the Contract Price applicable to any Renewal Term. Unless Customer terminates this Agreement in writing at least ninety (90) days prior to the end of the then -current Term, the adjusted Contract Price shall be the price for the Renewal Term. Prices for products covered by this Agreement may be adjusted by Company, upon notice to Customer at any time prior to shipment and regardless of Customer's acceptance of the Company's proposal or quotation, to reflect any increase in Company's cost of raw materials (e.g., steel, aluminum) inability to secure Products, changes or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, any similar charges, or to cover any extra, unforeseen and unusual cost elements. E. WARRANTIES JCI warrants its Services will be provided in a good and workmanlike manner for 90 days from the date of Services. If JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will re -perform any non -conforming Services at no additional charge within a commercially reasonable time of the notification. JCI warrants that equipment manufactured or labeled by Johnson Controls, Inc. shall be free from defects in material and workmanship arising from normal usage for a period of 90 days. No warranty is provided for third -party products and equipment installed or furnished by JCI. Such products and equipment are provided with the third party manufacturer's warranty to the extent available, and JCI will transfer the benefits, together with all limitations, of that manufacturer's warranty to Customer. All transportation charges incurred in connection with the warranty for equipment and/or materials not covered under this Agreement shall be borne by Customer. Except as provided herein, if JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will repair or replace (at JCI's option) the defective equipment. These warranties do not extend to any Services or equipment that have been misused, altered, or repaired by Customer or third parties without the supervision of and prior written approval of JCI, or if JCI serial numbers or warranty decals have been removed or altered. All replaced parts or equipment shall become JCI's property. This warranty is not assignable. Warranty service will be provided during normal business hours, excluding holidays. The remedies set forth herein shall be Customer's sole and exclusive remedy with regards to any warranty claim under this Agreement. Any lawsuit based upon the warranty must be brought no later than one (1) year after the expiration of the applicable warranty period. This limitation is in lieu of any other applicable statute of limitations. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THESE WARRANTIES ARE JCI'S SOLE WARRANTIES AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ICI makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, prevent, treat, or mitigate the spread, transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19. F. CUSTOMER OBLIGATIONS AND COMMITMENTS TO JCI 1. Customer warrants it has given JCI all information concerning the condition of the Covered Equipment. The Customer agrees and warrants that, during the Term of this Agreement, Customer will: (1) operate the Covered Equipment according to the manufacturer's and/or JCI's recommendations; (2) keep accurate and current work logs and information about the Covered Equipment as recommended by the manufacturer and/or JCI; (3) provide an adequate environment for Covered Equipment as recommended by the manufacturer and/or JCI, including, but not limited to adequate space, electrical power, water supply, air conditioning, and humidity control; (4) notify JCI immediately of any Covered Equipment malfunction, breakdown, or other condition affecting the operation of the Covered Equipment; (5) provide JCI with safe access to its Premises and Covered Equipment at all reasonable and necessary times for the performance of the Services; (6) allow JCI to start and stop, periodically turn off, or otherwise change or temporarily suspend equipment operations so that JCI can perform the Services required under this Agreement; (7) as applicable, provide proper condenser, cooling tower and boiler water treatment for the proper functioning of Covered Equipment and protect against any environmental issues and instances of biohazards such as but not limited to Legionella; (8) carefully and properly set and test the intrusion alarm system each night or at such other time as Customer shall close the Premises; (9) obtain all necessary licenses and permits required for and pay all taxes associated with the Services; (10) notify ICI immediately of any claimed inadequacy in, or failure of, the Covered Equipment or other condition affecting the operation of the Covered Equipment; (11) furnish any necessary 110 volt A/C power and electrical outlets at its expense; (12) properly maintain, repair, service, and assure the proper operation of any other property, system, equipment, or device of Customer or others to which the Covered Equipment may be attached or connected, in accordance with manufacturer recommendations, insurance © 2023 Johnson Controls, Inc. Johnson 010 Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 23 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER carrier requirements, or the requirements of any fire rating bureau, agency, or other authorities having jurisdiction thereof; (13) not tamper with, alter, adjust, disturb, injure, remove, or otherwise interfere with any Covered Equipment (including any related software) and not permit the same to be done; (14) refrain from causing false alarms, and reimburse JCI for any fine, penalty, or fee paid by or assessed against JCI by any governmental or municipal agency as a result thereof; (15) be solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network ("Network") and shall supply JCI secure Network access for providing its services. Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized access; and (16) take appropriate measures, including performing back-ups, to protect information, including without limit data, software, or files (collectively "Data") prior to receiving the service or products. 2. Customer acknowledges and understands that unless water treatment for biohazards (such as Legionella) is explicitly included in the services 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 Customers breach of these obligations. G. INSURANCE Customer is responsible for obtaining all insurance coverage that Customer believes is necessary to protect Customer, Customer's property, and persons in or on the Premises, including coverage for personal injury and property damage. THE PAYMENTS CUSTOMER MAKES UNDER THIS AGREEMENT ARE NOT RELATED TO THE VALUE OF THE PREMISES, CUSTOMER'S PROPERTY OR POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON THE PREMISES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES, AND TAKE INTO CONSIDERATION THE PROTECTION AFFORDED TO JCI UNDER THIS AGREEMENT. Customer hereby releases JCI from any liability for any event or condition customarily covered by commercial liability insurance. Customer understands that neither the Services nor the Covered Equipment are designed to reduce, but not eliminate, certain risks. JCI does not guaranty that neither the Services nor Covered Equipment will prevent personal injury, unauthorized entrances or fire and smoke damage to the Premises. Customer further agrees that Customer has read and understands the terms and conditions of this Agreement. 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 K below. 1. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JCI AND ITS AFFILIATES AND THEIR RESPECTIVE PERSONNEL, SUPPLIERS AND VENDORS ("JCI PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY: (1) SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES; (2) LOST PROFITS, REVENUES, DATA, CUSTOMER OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS, OR GOODWILL; (3) BUSINESS INTERRUPTION; OR (4) DATA LOSS OR OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE, CYBER ATTACKS OR FAILURES OR INTERRUPTIONS TO NETWORK SYSTEMS. IN ANY CASE, THE ENTIRE AGGREGATE LIABILITY OF THE JCI PARTIES UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL BE LIMITED TO $250,000. CUSTOMER UNDERSTANDS THAT JCI IS NOT AN INSURER REGARDING THE WORK OR THE SERVICES. JCI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM FIRE SAFETY OR SECURITY EQUIPMENT THAT FAILS TO PERFORM PROPERLY OR FAILS TO PREVENT A CASUALTY OR LOSS. J. FORCE MAJEURE JCI shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by JCI to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A "Force Majeure Event" is a condition or event that is beyond the reasonable control of JCI, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock -outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes for materials to be used on the project, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or casualty beyond the reasonable control of JCI. If JCI's performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, JCI shall be excused from performance under the Agreement. Without limiting the generality of the foregoing, if JCI is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event, JCI will be entitled to extend the relevant completion date by the amount of time that JCI was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases JCI's cost to perform the services, Customer is obligated to reimburse JCI for such increased costs, including, without limitation, costs incurred by JCI for additional labor, inventory storage, expedited shipping fees, trailer and equipment rental fees, subcontractor fees or other costs and expenses incurred by JCI in connection with the Force Majeure Event. © 2023 Johnson Controls, Inc. Johnson 0000ntf0�5 Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 24 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER 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 ICI WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE. IF CUSTOMER DOES NOT, CUSTOMER WILL HAVE IRREVOCABLY WAIVED ITS RIGHT TO SUE ICI AND/OR INSTITUTE OTHER PROCEEDINGS, AND JCI SHALL HAVE NO LIABILITY TO CUSTOMER FOR SUCH CLAIM. TIME IS OF THE ESSENCE RELATIVE TO CUSTOMER PURSUING ANY SUCH CLAIM. THE PROVISIONS OF THIS AGREEMENT WHICH APPLY TO ANY CLAIM SHALL REMAIN IN EFFECT EVEN AFTER THE AGREEMENT IS TERMINATED. JCI AND CUSTOMER EACH WAIVE THEIR RIGHT TO A JURY TRIAL. L TERM AND TERMINATION 1. The Original Term is as set forth herein. At the conclusion of the Original Term, this Agreement shall automatically renew and extend for successive terms equal to the Original Term unless the Customer or JCI gives the other written notice it does not want to renew prior to the end of the then -current term (each a "Renewal Term"). The notice must be delivered at least ninety (90) days prior to the end of the Original Term or any Renewal Term. The Original Term and any Renewal Term may be referred to herein as the "Term." Customer agrees to issue and send a Purchase Order to JCI at least thirty (30) days prior to expiration of the Original Term or any Renewal Term if necessary for payments to be processed, but failure to do so is not a pre -condition to Renewal Term payments being due to JCI 2. Remote Monitoring Services and Remote Operating Services may be immediately canceled by either party if JCI's Remote Operations Center, connecting wires, or monitoring systems are destroyed by fire or other catastrophe, or where the Premises are so substantially damaged that it is impractical to continue Services. 3. If either party fails to perform any of its material obligations under this Agreement, the other party shall provide written notice thereof to the party alleged to be in default. Should the party alleged to be in default fail to respond in writing or take action to cure the alleged default within ten (10) days of receiving such written notice, the notifying party may terminate this Agreement by providing written notice of such termination. 4. ICI may terminate this Agreement and discontinue any Services if JCI is unable to obtain or continue to support technologies, equipment or component parts that are discontinued, become obsolete or are otherwise not commercially available, or for convenience upon forty-five (45) days written notice. JCI will not be liable for any damages or subject to any penalty as a result of any such termination. S. Upon termination of this Agreement for any reason, Customer shall pay to JCI all undisputed amounts owed through the date of termination within thirty (30) days of such termination. If Customer terminates this Agreement, other than in accordance with this Section L, Customer shall also pay Johnson Controls 35% of the charges for Services remaining to be paid for the unexpired Term of this Agreement as liquidated damages and not as a penalty. Customer shall provide JCI with reasonable access to the Premises to remove the Gateway Device and any other JCI property and to un-program any controls, intrusion, fire, or life safety 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, collection agency fees, and court costs. M. ASBESTOS, MOLD, BIOAHAZARDS, AND HAZARDOUS MATERIALS "Hazardous Materials" means any material or substance that, whether by its nature or use, is now or hereafter defined or regulated as a hazardous waste, hazardous substance, pollutant, or contaminant under any local, state, or federal law, regulation, or ordinance relating to or addressing public and employee health and safety and protection of the environment, or which is toxic, explosive, corrosive, flammable, radioactive, carcinogenic or otherwise hazardous or which is or contains petroleum, gasoline, diesel, fuel, another petroleum hydrocarbon product or polychlorinated biphenyls. "Hazardous Materials" specifically includes mold, lead -based paints, biohazards such as but not limited to 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 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) ICI 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 000 © 2023 Johnson Controls, Inc. Johnson �ontrols Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 25 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Customer. Except as set forth herein, ICI will not disclose to any third party any individual Customer data acquired through performance of the Services without Customers 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. 1CI'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 ENABLED SERVICES If JCI provides Digital Enabled Services under this Agreement, these Digital Enabled Services require the installation and deployment of site assessment tools and the collection, transfer and ingestion of building, equipment, system time series, and other data to JCI's cloud -hosted software applications. Customer consents to the installation and deployment of site assessment tools and the collection, transfer and ingestion and use of such data by JCI to enable JCI to provide, maintain, protect and improve the Digital Enabled Services and JCI's products and services. Customer acknowledges that, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all potential malfunction, Insure against all loss, or guarantee a certain level of performance and that JCI shall not be liable for any injury, loss or damage caused by any act of omission of JCI related to or arising from the monitoring of the equipment under the Digital Enabled Services. Certain equipment sold hereunder includes by default JCI's Connected Equipment Services. Digital Enabled Services may be on by default and the remote connection will continue to connect to Customers Equipment through the full equipment lifecycle, unless Customer specifically requests in writing that JCI disable the remote connection or JCI discontinues or removes such remote connection. If Customer's equipment includes Digital Enabled Services, JCI will provide a cellular modem or other gateway device ("Gateway Device") owned by JCI or Customer will supply a network connection suitable to establish a remote connection with Customers applicable equipment to permit JCI to perform Digital Enabled Services. For certain subscriptions, Customer will be able to access equipment information from a mobile or smart device using Digital Enabled Service's mobile or web application. Any Gateway Devices provided hereunder shall remain JCI's property, and JCI may upon reasonable notice access and remove such Gateway Device and discontinue services in accordance with the Software Terms. If Customer does not permit JCI to connect via a connection validated by JCI for the equipment or the connection is disconnected by Customer, and a service representative must therefore be dispatched to the Customer site, then the Customer shall pay JCI at JCI's then -current standard applicable contract regular time and/or overtime rate for services performed by the service representative. Q. JCI DIGITAL SOLUTIONS JCI Digital Solutions. Use, implementation, and deployment of the software and hosted software products ("Software") offered under these terms shall be subject to, and governed by, JCI's standard terms for such Software and Software related professional services in effect from time to time at https://www.johnsoncontrols.com/techterms (collectively, the "Software Terms"). Applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, JCI and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software, its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement, unless otherwise set forth in the applicable order, quote, proposal or purchase documentation, the following terms apply to Software that is provided to Customer on a subscription basis (i.e., a time limited license or use right), (each a "Software Subscription"): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available (the "Subscription Start Date") and will continue in effect until the expiration of the subscription term noted in the applicable order, quote, proposal or purchase documentation. At the expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a "Renewal Subscription Term"), unless either party provides the other party with a notice of non -renewal at least ninety (90) days prior to the expiration of the then -current term. To the extent permitted by applicable law, Software Subscriptions purchases are non -cancelable and the sums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date and each subsequent anniversary thereof. Customer shall pay all invoiced amounts within thirty calendar days after the date of invoice. Payments not made within such time period shall be subject to late charges as set forth in the Software Terms. Unless otherwise agreed by the parties in writing, the subscription fee for each Renewal Subscription Term will be priced at Johnson Controls' then -applicable list price for that Software offering. Any use of Software that exceeds the scope, metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began. R. Privacy. 1. JCI as Processor: Where JCI factually acts as Processor of Personal Data on behalf of Customer (as such terms are defined in the DPA) the terms at www.iohnsoncontrols.com/dpa ("DPA") shall apply. 2. JCI as Controller: JCI will collect, process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer (for example names, email addresses, telephone numbers) as controller and in accordance with JCI's Privacy /� © 2023 Johnson Controls, Inc. Johnson 64 Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 26 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER Notice at https://www.iohnsoncontrols.comlorivac , Customer acknowledges JCI's Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Customer consents to such collection, processing and transfer. To the extent consent to such collection, processing and transfer by JCI is mandatorily required from Customer's personnel under applicable law, Customer warrants and represents that it has obtained such consent S. MISCELLANEOUS PROVISIONS 1. All notices required to be given hereunder shall be in writing and shall be considered properly given if: (a) delivered in person, (b) sent via the United States Postal Service, postage prepaid, registered or certified with return receipt requested, (c) sent by overnight delivery service (e.g., FeclEx, 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. S. This Agreement is the entire contract between JCI and Customer and supersedes any prior oral understandings, written agreements, proposals, or other communications between the parties. 6.Customer acknowledges and agrees that any purchase order issued by Customer in connection with this Agreement is intended only to establish payment authority for Customer's internal accounting purposes and shall not be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement. No term or condition included or referenced in Customer's purchase order will have any force or effect and these terms and conditions shall control. Customer's acceptance of any Services shall constitute an acceptance of these terms and conditions. Any proposal for additional or different terms, whether in Customer's purchase order or any other document, unless expressly accepted in writing by JCI, is hereby objected to and rejected. 7.1CI expressly disclaims any requirement, understanding or agreement, express or implied, included directly or incorporated by reference, in any Customer purchase order, solicitation, notice or otherwise, that any of JCI's personnel be vaccinated against Covid-19 under any federal, state/provincial or local law, regulation or order applicable to government contracts or subcontracts, including, without limitation, Presidential Executive Order 14042 ("Ensuring Adequate COVID Safety Protocols for Federal Contractors") and Federal Acquisition Regulation (FAR) 52.223-99 ("Ensuring Adequate COVID Safety Protocols for Federal Contractors"). Any such requirement shall only apply to JCI's personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of JCI. 8. If there are any changes to Customer's facilities or operations, or to applicable regulations, laws, codes, taxes, or utility charges, that materially affect 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. 9. No claim or cause of action, whether known or unknown, shall be brought against JCI more than one year after the claim first arose. Except as provided for herein, JCI's claims must also be brought within one year. Claims for unpaid contract amounts are not subject to the one-year limitation. ADDENDUM TO PSA TERMS AND CONDITIONS FOR MONITORING OF INTRUSION, FIRE AND OTHER SAFETY SYSTEMS If Remote Monitoring Services explicitly includes remote fire alarm monitoring, security alarm monitoring or video monitoring in the scope of work or customer charges, the Agreement is hereby modified and amended to include the terms and provisions of this Addendum to the PSA for Monitoring of Intrusion, Fire and Safety Systems (the "Addendum"). Capitalized terms that are not defined herein, shall have the meaning given to them in the Agreement. In the event of a conflict between the terms and conditions of this Addendum and those appearing in the Agreement, the terms and conditions of this Addendum shall prevail. 1. Remote Monitoring of Alarm Signals. If JCI receives an emergency alarm signal at JCI's ROC, JCI shall endeavor to notify the appropriate police or fire department, or other emergency response agency having jurisdiction and JCI shall endeavor to notify Customer or its designated representative by email unless instructed to do otherwise by Customer in writing and/or based on standard operating procedures for the ROC. JCI, upon receipt of a non -emergency signal from the Premises, shall endeavor to notify Customer's representative pursuant to Customer's written instructions, defaulting to email or text notification. Customer acknowledges that if the signals transmitted from the Premises will be monitored in a monitoring facility not operated by JCI, the personnel in such monitoring facilities are not the agents of JCI, nor does JCI assume any responsibility for the manner in which such signals are monitored or the response to such signal. 2. Remote Monitoring Services Pricing. Remote Monitoring Services shall be provided by JCI if the Agreement includes a charge for such Service. If such Service is purchased, JCI will monitor the number of alarms for the Premises and the initial charge is based on the pricing agreed to by the parties, subject to the terms and conditions of this Addendum. If the number of alarms produced at the Premises goes beyond the contracted number of alarms in a month, Customer will be billed an overage fee. 3. Communications Media. Customer acknowledges that monitoring of Covered Equipment requires transmission of signals over standard telephone lines and/or the Internet and that these modes of transmission may be interrupted, circumvented, or compromised, in which case no Johnson 010 © 2023 Johnson Controls, Inc. Controls Customer Confidential Do not copy (physically, electronically, or In any other media) without the express written permission of Johnson Controls, Inc. Page 27 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER signal can be transmitted from the Premises to the monitoring facility. Customer understands that to allow the monitoring facility to be aware of such a condition, additional or alternative protection can be installed, such as line security devices, at Customer's cost and expense and for transmission via telephone line only. Customer acknowledges it is aware that line security devices are available and, unless expressly identified in Schedule A - Equipment List, has declined to purchase such devices. Customer further acknowledges that such additional protection is not available for Internet transmission under this Agreement. 4. False/Unnecessary Alarms; Service Calls. At JCI's option, an additional fee may be charged for any false alarm or unnecessary Service Visit caused or necessitated by Customer. In addition, Customer shall be fully responsible and liable for fines, penalties, assessments, taxes, fees or charges imposed by a governmental body, telephone, communication, or signal transmission company as the result of any false alarm and shall reimburse JCI for any costs incurred by JCI in connection therewith. Customer shall operate the system carefully so as to avoid causing false alarms. False alarms can be caused by severe weather or other forces beyond the control of JCI. If an undue number of false alarms are received by JCI, in addition to any other available remedies available to JCI, JCI may terminate this Agreement and discontinue any Service(s) and seek to recover damages. If an agent is dispatched, by a governmental authority or otherwise, to respond to a false alarm, where the Customer, or any other party has intentionally, accidentally or negligently activated the alarm signal, Customer shall be responsible for and pay any and all fees and/or fines assessed with respect to the false alarms and pay to JCI the additional charges and costs incurred by it from a false alarm. If the Customer's system has a local audible device, Customer authorizes JCI to enter the Premises to turn off the audible device if JCI is requested or ordered to do so by governmental authorities, neighbors or anyone else and Customer will pay JCI its standard service call charge for each such visit. Police agencies require repair of systems which cause false dispatches. Customer shall maintain the equipment necessary for JCI to supply the Services and Customer shall pay all costs for such maintenance. At least monthly, Customer will test the system's protective devices and send test signals to the ROC for all monitoring equipment in accordance with instructions from JCI or the ROC. Customer agrees to test the monitoring systems, including testing any ultrasonic, microwave, infrared, capacitance or other electronic equipment prior to the end of each month and will immediately report to JCI if the equipment fails to respond to the test. Customer shall make any necessary repairs as soon after receipt of notice as is reasonably practical. Customer shall at all times be solely responsible for maintaining any sprinkler system in good working order and provide adequate heat to the Premises. S. Remote Monitoring of Video Monitoring Services. During the Term, JCI's sole and only obligation arising from the inclusion of Video Monitoring Services in any Service offering shall be to monitor the digital signals actually received by JCI at its ROC from means of the Video System and upon receipt of a digital signal indicating that an alarm condition exists, to endeavor, as permitted by law, to notify the police or other municipal authority deemed appropriate in JCI's absolute discretion and to such persons Customer has designated in writing to JCI to receive notification of such alarm condition as set forth herein.. No alarm installation, repair, maintenance or guard responses will be provided under this Video Monitoring Services option. JCI may, without prior notice to Customer, in response to applicable law or insurance requirements, revise, replace, discontinue and/or rescind its response policies and procedures. a. Inception and conclusion of service. Video Monitoring shall be provided by JCI if this Agreement includes a charge for Video Monitoring Services. If such Video Monitoring Service is purchased, Video Monitoring Services will begin when the Video System is installed and operational, and when the necessary communications connection is completed. No obligation for the provision of this Video Monitoring Service will commence until these requirements are met. b. Customer Equipment. Customer shall obtain, at its own cost and expense: (a) the equipment necessary to connect to JCI's ROC; and (b) whatever permission, permits or licenses that may be necessary from all persons, governmental authorities, utility, and any other related service providers in connection with the Services. The video system to be used by the Customer is intended to produce and transmit video images (the "Video System Images") of the Premises to the ROC (the "Video System"). JCI makes no promise, warranty or representation that the video system will operate as intended. Customer further agrees that, notwithstanding any role or participation by JCI in Video System and Video System Images, JCI shall have no responsibility or obligation with regard to Customer, the Video System or any other Customer equipment. c. System Location. The Video System related cameras shall be located and positioned by Customer along with attendant burglary digital alarm signal(s). Customer shall ensure that the Video System related cameras will be positioned and located such that it will only produce or capture Video System Images of areas of the Premises. Customer will provide adequate illumination under all operating conditions for the proper viewing of the cameras. Customer acknowledges and agrees that JCI has exercised no control over, or participated in locating or positioning the Video System related camera including, but not limited to selecting what areas, locations, things or persons that the Video System Images may depict or capture. d. Images. Customer shall be solely responsible for the Video System Images produced or captured by the Video System and Customer shall defend, indemnify and hold harmless JCI and its officers, agents, directors, and employees, from any and all damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of third party claims, demands, or suits in connection with the use, operation, location and position of the Video System, and the Video System Images resulting there from, including, but not limited to, any claims of any person depicted in a Video System image, including but not limited to, any claim by such person that his or her privacy has been invaded or intruded upon or his or her likeness has been misappropriated. Any duty to obtain the consent or permission of any person depicted in a Video System Image to have his or her likeness to be depicted, received, transmitted or otherwise used, and the duty to determine and comply with any and all applicable laws, regulations, standards and other obligations that govern the legal, proper and ethical use of video capturing devices, such as the Video System, including, but not limited to, notification that the Video System is in use at the Premises, shall be the sole responsibility of the Customer. JCI agrees to make Video System Images available to Customer and upon their respective request. JCI makes no promise, warranty or representation as to the length of time that it retains Video Images, or the quality thereof. e. Video System Signals. When a signal from the Video System is received, JCI reserves the right to verify all alarm signals before notifying emergency personnel, and may choose not to notify emergency personnel if it has reason to believe, in its sole discretion, that an emergency condition does not exist. JCI will first attempt to verify the nature of the emergency by using visual verification and/or the two-way voice system (if applicable) of the Video System included in Customer's system. If JCI determines that an emergency condition exists, JCI will endeavor to notify the proper police or emergency contact on a notification call list provided in writing by Customer to JCI, /� © 2023 Johnson Controls, Inc. Johnson �J0 Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Page 28 of 29 Planned Service Proposal LUBBOCK CIVIC CENTER or its designee. When a non -emergency signal is received, ICI will attempt to contact the first available Customer representative on the notification call list but will not notify emergency authorities, this notification will be in the form of email or text and follow ROC processes If the customer requires phone calls to the call list for any emergency or non -emergency situation, the customer will need to make this request in writing. Customer authorizes and directs 1C1, as its agent, to use its full discretion in causing the arrest or detention of any person or persons on or around the premises who are not authorized by Customer. JCI WILL NOT ARREST OR DETAIN ANY PERSON. f. Recordings. Customer consents to the tape recording of all telephonic communications between the Premises and JCI. JCI will have no liability arising from recording (or failure to record) or publication of any two-way voice communications, other video recordings or their quality. JCI shall have no liability in connection with Video System or the Video System Images, including, but not limited to, any failure, omission, negligence or other act by JCI, or any of its officers, employees, representatives, agents, contractors, or any other third party in connection with the receipt (or failure of receipt), transmission, reading, interpreting, or response to any Video Image. 6. Risk of Loss is Customer's. JCI does not represent or warrant that the Services will prevent any loss by burglary, holdup, fire or otherwise, or that the Services will in all cases provide the protection for which it is installed or intended, or that the Services will be uninterrupted or error -free. Customer assumes all risk of loss or damage to the Premises being monitored and to its contents, whether belonging to Customer or others; and has not relied on any representations and warranties of JCI, express or implied, except as specifically set forth in this Agreement. Further, expressly excluded from this Agreement are the warranties of merchantability or fitness or suitability for a particular purpose. 7. JCI'S RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE DATA OR IMAGES (COLLECTIVELY, "ALARM SIGNALS") FROM THE EQUIPMENT OR SYSTEM INSTALLED IN THE PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS. JCI'S ROC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S TELCO SERVICE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH, OR IS OTHERWISE DAMAGED, OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELCO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELCO SERVICES SUCH AS SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE -TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR, WIRELESS OR PRIVATE RADIO, OR CUSTOMER'S PROPRIETARY TELCOMMUNICATION NETWORK, INTRANET OR IP-PBX, OR OTHER THIRD -PARTY EQUIPMENT OR VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED, MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES, IF: (1) THERE IS A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED PREMISES OCCURS (THE BATTERY BACK-UP FOR JCI'S ALARM PANEL DOES NOT POWER CUSTOMER'S COMMUNICATION FACILITIES OR TELCO SERVICE); OR (2) ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL CUSTOMER UNDERSTANDS THAT JCI WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE ALARM SYSTEM WITH CUSTOMER'S TELCO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELCO SERVICE'S DATA FORMAT AFTER JCI'S INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELCO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JCI'S ROC. IF JCI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELCO SERVICE IS COMPATIBLE, JCI WILL PERMIT CUSTOMER TO USE ITS TELCO SERVICE AS THE PRIMARY METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER UNDERSTANDS THAT JCI RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO JCI'S ROC REGARDLESS OF THE TYPE OF TELCO SERVICE USED. CUSTOMER ALSO UNDERSTANDS THAT IF JCI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELCO SERVICE IS, OR LATER BECOMES, NON -COMPATIBLE, OR IF CUSTOMER CHANGES TO ANOTHER TELCO SERVICE THAT IS NOT COMPATIBLE, THEN JCI WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO JCI AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO JCI'S ROC. JCI WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER THAN AN APPROVED TELCO SERVICE AND CUSTOMER UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELCO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL FIRE ALARM STANDARDS AND LOCAL FIRE CODES. CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER'S ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELCO SERVICE IS INTERRUPTED, AND THAT JCI MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON -APPROVED TELCO SERVICE. CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE A NON -APPROVED TELCO SERVICE AS THE METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT ANY ASSISTANCE, INVOLVEMENT, INPUT, RECOMMENDATION, OR ENDORSEMENT ON THE PART OF JCI. CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF THE NON -APPROVED TELCO SERVICE FOR CONNECTION TO THE ALARM MONITORING EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE THE TELCO SERVICE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED, IS INTERFERING WITH, OR BLOCKING THE CONNECTION. OUSTOLERACCEPTAHC>E In aoc" thisApeerrenl, Ojs=rwmmtothete."ard candws ommW iew mid rg nose in thefoW" vapXsi d frs Agranrert and any anadmierm or adarsatacbedWftthatoWanaddponartermsand=stow. III svedersoW69nexhamsandoo4ansshado ovaanywwatxnaIMMandcoxf2mmonmy purchasecrdarooraft doarntrrfthatCLIIorr+mmayrss*Aayo snwaaedbyOuslmwartertheemmmofnxAQeanentshagbepadbrbytheMixemw4sues charges sere be ^Owzed m w6V ATTENTKIN IS DIRECTED TO THE LNUATDN OF LIABILITY, tfMWAMY, INDENIMMD OTTER COtUMM COWANED IN THLSAG WNT. PeL Vtobased4wtheIftyaVRagandRp"terms Wows vAbeo*,end%aenW,pares;d3edoeofNET 3D, and nvooessetobepwdvaACHba*tssder Jobasoo C,mtods ACHEFT bmktrahsfm de Ws VAffl be torn amM upon T"aaud eyremreft This ofer *jibe wid if not aomVted in wittingwihin dit 134 days hwnthe dale fhret sell forth Ara [END OF DOCUMENT] © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson Of Controls Page 29 of 29 Exhibit C INSURANCE REQUIREMENTS Prior to the approval of this contract by the City, the Contractor shall furnish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. Subject to the Contractor's right to maintain reasonable deductibles in such amounts as are approved by the City, the Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): Commercial General Liability Requirements: $2M occurrence/ $4M aggregate (can be combined with an Excess Liability to meet requirement). CGL is required in ALL contracts. It is perhaps the most important of all insurance policies in a contractual relationship. It insures the Contractor has broad liability coverage for contractual activities and for completed operations. Automobile Liability Requirements: $11%,Voccurrence is needed Professional Liability Requirements: $1M occurrence/ $2M aggregate Workers Compensation and Employer Liability Requirements: Statutory. If the vendor is an independent contractor with no employees and are exempt from providing Workers' Compensation coverage, they must sign a waiver (obtained from COL Purchasing) and include a copy of their driver's license.. Employer Liability ($1 M) is required with Workers Compensation. Pollution Liability Requirements: $500k occurrence/ $ 1 M aggregate * The City of Lubbock (including its officials, employees and volunteers) shall be afforded additional insured status on a primary and non-contributory basis on all liability policies except professional liabilities and workers' comp. Waivers of Subrogation are required for CGL, AL, and WC. * To Include Products of Completed Operations endorsement. * Carriers must meet an A.M. Best rating of A- orbetter. * Subcontractors must carry same limits as listed above. IMPORTANT: POLICY ENDORSEMENTS The Contractor will provide copies of the policies without expense, to the City and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. Any costs will be paid by the Contractor. REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following required provisions: a. Name the City of Lubbock and its officers, employees, and elected representatives as additional insureds, (as the interest of each insured may appear) as to all applicable coverage; b. Provide for 30 days notice to the City for cancellation, nonrenewal, or material change; c. Provide for notice to the City at the address shown below by registered mail; d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez, Director of Purchasing & Contract Management City of Lubbock 1314Avenue K, 91h Floor Lubbock, Texas 79401 Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Contractor from liability. No Text CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos,1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2023-1031384 Date Filed: 06/07/2023 Date Acknowledged: 06/07/2023 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Johnson Controls Lubbock, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 17249 7249 HVAC Preventative Maintenance Services for Civic Center Physical Plant 4 Name of Interested P Party City, State, Count lace of business ty� Country IP ) Nature of interest check applicable) I PP ) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us version vj.5.i.a3.tseazca CERTIFICATE OF INTERESTED PARTIES FORM 1295 1af1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2023-1031384 Date Filed: 06/07/2023 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Johnson Controls Lubbock, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 17249 7249 HVAC Preventative Maintenance Services for Civic Center Physical Plant 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is Cody Allen and my date of birth is My address is 1603 west loop 289 Lubbock TX 79416 US (street) (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in Lubbock County, State of Texas on the 6 day of June 1202023 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us version VJ.b.l.altseazca