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Town of Boston Highway-SOS FA Retrofit - CPQ-1236102 Johnson Controls Reference:CPQ-1236102 Proposal #: 1 Date: 04/07/2026 Page: 4 of 12 services. If Customer fails to provide financial information or if Company, in its sole discretion determines that reasonable TERMS AND CONDITIONS grounds exist to question Customer’s ability or willingness to make payments when due (e.g., not making payments when 1. Term. The Initial Term of this Agreement shall commence on due, late payments, or a reduction in Customer's credit score), the date of this Agreement and continue as set forth herein. Company may defer shipments, change payment terms, require After the Initial Term, this Agreement shall automatically extend cash in advance and/or require other security, without liability for successive terms equal to the same length as the Initial and without waiving any other remedies Company may have Term unless Customer or Company gives written notice to the against Customer. Company shall provide Customer with other that it does not want to renew at least sixty (60) days prior advance written notice of changes to payment terms. Customer to the end of the then-current term (each a (“Renewal agrees to issue and send a purchase order to Company at Term”).The Initial Term and any Renewal Term may be referred least thirty (30) days prior to expiration of the Initial Term or any to herein as the “Term.” Renewal Term if necessary for payments to be processed, but 2. Payment and Invoicing. Unless otherwise agreed by the failure to do so is not a pre-condition to Renewal Term parties in writing, fees for Services to be performed shall be payments being due to Company. No purchase order is paid annually inadvance. Fees and other amounts due required for any emergency work requested by Customer. hereunder are due thirty (30) days from the date of invoice, Customer shall have no right to reject such invoices due to the which shall be paid by Customer via electronic delivery via lack of a purchase order. EFT/ACH. Such payment is a condition precedent to 3. Pricing.The pricing set forth in this Agreement is based on Company’s obligation to perform Services under the the number of devices and services to be performed as set Agreement. Any invoice disputes must be identified in writing forth in this Agreement. If the actual number of devices by Customer within 21 days of the invoice date. Payments of installed or services to be performed is greater than that set any disputed amounts are due and payable upon resolution. forth in this Agreement, the price will be increased accordingly. Work performed on a time and material basis shall be at the Company may increase prices upon notice to Customer to then-prevailing Company rate for material, labor, and related reflect increases in material and labor costs. Prices do not items, in effect at the time supplied under this Agreement. include taxes, fees, duties, tariffs, false alarm assessments, Customer acknowledges and agrees that timely payments of permits and levies or other charges imposed and/or enacted by the full amounts listed on invoices is an essential term of this a government, however designated or imposed (collectively, Agreement and Customer’s failure to make payment in full “Taxes”). All Taxes are the responsibility of Customer, unless when due is a material breach of this Agreement. Customer Customer presents an exemption certificate acceptable to further acknowledges that if there is any amount outstanding on Company and the applicable taxing authorities. If Company is an invoice, it is material to Company and will give Company, required to pay any such Taxes or other charges, Customer without prejudice to any other right or remedy, the right to, shall reimburse Company on demand. If any such exemption without notice: (i) suspend, discontinue or terminate performing certificate is invalid, then Customer will immediately pay any Services and/or withhold further deliveries of equipment Company the amount of the Taxes, plus penalties and interest. and other materials, terminate or suspend any unpaid software Prices may be adjusted by Company prior to shipment to take licenses, and/or suspend Company’s obligations under or into account increases in the cost of raw materials, component terminate this Agreement; (ii) charge Customer interest on the parts, third party products or labor rates or taxes; Trade amounts unpaid at a rate equal to the lesser of one and one Restrictions (as defined below); government actions; or to half (1.5) percent per month or the maximum rate permitted cover any unforeseen or other extra cost elements. “Trade under applicable law, until payment is made in full; and (iii) pay Restrictions” means any additional or new tariff/duty, quota, all of JCI’s costs of collection, including (1) actual out of pocket tariff-rate quota, or cost associated with the withdrawal of tariff/ expenses and (2) charge Customer a collection fee of twenty- duty concessions pursuant to a trade agreement(s). five percent (25%) of the past due amount if collected through a This Agreement is entered into with the understanding that the collection agency or attorney and thirty-five percent (35%) if services to be provided by Company are not subject to any litigation is commenced to collect such past due amount. local, state, or federal prevailing wage statute. If it is later Company’s election to continue providing future services does determined that local, state, or federal prevailing wage rates not, in any way diminish Company’s right to terminate or apply to the services to be provided by Company, Company suspend services or exercise any or all rights or remedies reserves the right to issue a modification or change order to under this Agreement. Company shall not be liable for any adjust the wage rates to the required prevailing wage rate. Customer agrees to pay for the applicable prevailing wage damages, claims, expenses, or liabilities arising from or relating rates. Prices in any quotation or proposal from Company are to suspension of Services for non-payment. In the event that subject to change upon notice sent to Customer at any time there are exigent circumstances requiring services or the before the quotation or proposal has been accepted. If this Company otherwise performs Services at the premises Agreement is renewed, Company will provide Customer with following suspension, those services shall be governed by the notice of any adjustments in the contract price applicable to any terms of this Agreement unless a separate contract is Renewal Term. Unless Customer terminates the Agreement at executed. If Customer disputes any late payment notice or least sixty (60) days prior to the start of such Renewal Term, the adjusted price shall be the price for the Renewal Term. If Company’s efforts to collect payment, Customer shall this Agreement extends beyond one year, Company may immediately notify Company in writing and explain the basis of increase prices upon notice to Customer. the dispute. Customer agrees to pay all of Company’s 4. Code Compliance. Company does not undertake an reasonable collection costs (including legal fees and obligation to inspect for compliance with laws or regulations expenses). In the event of Customer’s default, the balance of unless specifically statedin this Agreement. Customer any outstanding amounts will be immediately due and payable. acknowledges that the Authority Having Jurisdiction (e.g. Fire Customer shall provide financial information requested by Marshal) may establish additional requirements for compliance Company to verify Customer’s ability to pay for goods or Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED