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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: 11 of 12 there are any charges incurred as a result of said notification or inspection and repair of duct detectors, beam detectors, and dispatch, said charges shall be the responsibility of Customer. UV/IR equipment; provision of fire watches; clearing of ice 23. Insurance. Customer shall name Company, its officers, blockage; draining of improperly pitched piping; batteries; employees,agents, subcontractors, suppliers, and recharging of chemical suppression systems; reloading of, representatives as additional insureds on Customer’s general upgrading, and maintaining computer software; corrosion liability and auto liability policies. (including but not limited to micro-bacterially induced corrosion 24. Waiver of Subrogation. Customer does hereby for itself (“MIC”)); cartridges greater than 16 grams; gas valve and all other parties claiming under it release and discharge installation; or any other cause external to the Covered Company from and against all hazards covered by Customer’s System(s) and JCI shall not be required to provide Service insurance, it being expressly agreed and understood that no while interruption of service due to such causes shall continue. insurance company or insurer will have any right of subrogation This Agreement does not cover and specifically excludes against Company. system upgrades and the replacement of obsolete systems, 25. Force Majeure, Exclusions. Company shall not be liable, equipment, components or parts.All such services may be nor in breach or default of its obligations under this Agreement, provided by JCI at JCI’s sole discretion at an additional charge. for delays,interruption, failure to render services, or any other If Emergency Services are expressly included in theService failure by Company to perform an obligation under this Solution, the Agreement price does not include travel Agreement, where such delay,interruption or failure is caused, expenses. in whole or in part, directly or indirectly,by a Force Majeure 27. Delays. Company shall have no responsibility or liability to Event. A “Force Majeure Event” is a condition or event that is Customer or any other person for delays in the installation or beyond the reasonable control of Company, whether repair of the System or the performance of our Services foreseeable or unforeseeable, including, without limitation, acts regardless of the reason, or for any resulting consequences. of God, severe weather (including but not limited to hurricanes, 28. Termination. If either party fails to perform any of its tornados, severe snowstorms or severe rainstorms), wildfires, material obligations under this Agreement, the other party shall floods, earthquakes, seismic disturbances, or other natural provide written notice thereof to the party alleged to be in disasters, acts or omissions of any governmental authority default. Should the party alleged to be in default fail to respond (including change of any applicable law or regulation), in writing or take action to cure the alleged default within ten epidemics, pandemics, disease, viruses, quarantines, or other (10) days of receiving such written notice, the notifying party public health risks and/or responses there to, condemnation, may terminate this Agreement by providing written notice of strikes, lockouts, labor disputes, an increase of 5% or more in such termination. For termination prior to the end of the Term, tariffs or other excise taxes for materials to be used on the Customer agrees to pay Company, in addition to any project, fires, explosions or other casualties, thefts, vandalism, outstanding fees and charges for Service(s) rendered prior to civil disturbances, insurrection, mobviolence, riots, war or other termination, 50% of the charges for Services remaining to be armed conflict (or the serious threat of same),acts of terrorism, paid for the unexpired term of the Agreement as liquidated electrical power outages, interruptions or degradationsin damages but not as a penalty. Customer shall provide telecommunications, computer, network, or electronic Company with reasonable access to the premises to remove communications systems, data breach, cyber-attacks, any Company property and to un-program any controls, ransomware, unavailability orshortage of parts, materials, intrusion, fire, or life safety system, as applicable. Customer supplies, or transportation, or any othercause or casualty shall be liable for all fees, costs, and expenses that Company beyond the reasonable control of Company. If Company’s may incur in connection with the enforcement of this performance of the work is delayed, impacted, or prevented by Agreement, including without limitation, reasonable attorney a Force Majeure Event or its continued effects, Company shall fees, collection agency fees, and court costs. be excused from performance under the Agreement. Without Upon notice to the customer, Company may terminate this limiting the generality of the foregoing, if Company is delayed in Agreement immediately at its sole discretion upon the achieving one or more of the scheduled milestones set forth in occurrence of any Event of Default as hereinafter defined. If Company’s performance of its obligations becomes the Agreement due to a Force Majeure Event, Company will be impracticable due to obsolescence or unavailability of systems, entitled to extend the relevant completion date by the amount of equipment, or products (including component parts and/or time that Company was delayed as a result of the Force materials) or because the Company or its supplier(s) has Majeure Event, plus such additional time as may be reasonably discontinued the manufacture or the sale of the equipment necessary to overcome the effect of the delay. To the extent and/or products or is no longer in the business of providing the that the Force Majeure Event directly or indirectly increases Services, Company may terminate this Agreement, or the Company’s cost to perform the services, Customer is obligated affected portions, at its sole discretion upon notice to Customer. Company may terminate this Agreement, or the affected to reimburse Company for such increased costs, including, portions, at its sole discretion upon notice to the Customer if without limitation, costs incurred by Company for additional Company’s performance of its obligations are prohibited labor, inventory storage, expedited shipping fees,trailer and because of changes in applicable laws, regulations or codes. If equipment rental fees, subcontractor fees or other costs and Company receives an excessive number of false alarms, expenses incurred by Company in connection with the Force Company may terminate this Agreement and discontinue any Majeure Event. Services, and seek to recover damages. If the equipment or 26. Exclusions. This Agreement expressly excludes, without system continuously sends signals that Company reasonably determines to be false or excessive, the Customer will be limitation,provision of fire watches; reloading of, upgrading, and responsible for additional costs and fees incurred by Company maintaining computer software; making repairs or in receiving and/or responding to these signals and/or replacements necessitated by reason of negligence or misuse Company may at its sole discretion terminate monitoring of components or equipment or changes to Customer’s services under this Agreement upon notice to the Customer. premises; vandalism; power failure; current fluctuation;failure Company may terminate this Agreement and discontinue any due to non-JCI installation; lightning, electrical storm, or other Service(s), if Company’s central monitoring center (“CMC”) or remote operations center or either of these centers is severe weather; water; accident; fire; acts of God; testing Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. 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