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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: 12 of 12 substantially damaged by fire or catastrophe or if Company is conditions relating to the Services. Nowaiver, change, or unable to obtain any connections or privileges required to modification of any terms or conditions of this Agreement shall transmit signals between the Customer's premises, Company’s be binding on Company unless made in writing and signed by CMC and/or the Municipal Fire or Police Department or other first responder. Company may terminate the Services an Authorized Representative of Company. immediately upon notice to the Customer if Company, in its sole 34. Headings. The headings in this Agreement are for discretion, determines the premises in which the Equipment or convenience only. system is installed is unsafe, unsuitable, or so modified or 35. Severability. If any provision of this Agreement is held by altered as to render continuation of Service(s) impractical or any courtor other competent authority to be void or impossible. Company may terminate the Services upon notice unenforceable in whole or inpart, this Agreement will continue to the Customer, if Customer fails to follow Company’s to be valid as to the other provisions andthe remainder of the recommendations for the repair or replacement of parts of the system or Equipment not covered under the warranty or affected provision. Service. 36. Electronic Media. Customer agrees that Company may 29. No Option to Solicit. Customer shall not, directly or scan, image or otherwise convert this Agreement into an indirectly, on itsown behalf or on behalf of any other person, electronic format of any nature. Customer agrees that a copy of business, corporation orentity, solicit or employ any Company this Agreement produced from such electronic format is legally employee, or induce any Company employee to leave his or her equivalent to the original for any and all purposes, including employment with Company, for a period of two years after the litigation. Customer agrees that Company’s receipt by fax of the termination of this Agreement. Agreement signed by Customer legally binds Customer 30. Default. An Event of Default shall include include, but is not andsuch fax copy is legally equivalent to the original for any limited to: (a) any full or partial termination of this Agreement by and all purposes,including litigation. Customer before the expiration of the then-current Term, (b) 37. Legal Fees. Company shall be entitled to recover from failure of Customer to pay any amount when due and payable, Customer all reasonable legal fees incurred in connection with (c) abuse of the System or the Equipment, (d) dissolution, Company enforcing the terms and conditions of this termination, discontinuance, insolvency or business failure of Agreement. Customer. Upon the occurrence of an Event of Default, 38. Lien Legislation. Not withstanding anything to the contrary Company may pursue one or more of the following remedies, contained herein, the terms of this Agreement shall be subject (i) discontinue furnishing Services, (ii) by written notice to to the lien legislation applicable to the location where the work Customer declare the balance of unpaid amounts due and to will be performed, and, in the event of conflict, the applicable become due under this Agreement to be immediately due and lien legislation shall prevail. payable, (iii) receive immediate possession of any equipment 39. Privacy. A. Company as Processor: Where Company for which Customer has not paid, (iv) proceed at law or equity factually actsas Processor of Personal Data on behalf of to enforce performance by Customer or recover damages for Customer (as such terms are defined in the DPA) the terms at breach of this Agreement, and (v) recover all costs and www.johnsoncontrols.com/dpa shall apply. B. Company as expenses, including without limitation reasonable attorneys’ Controller: Company will collect, process and transfer certain fees, in connection with enforcing or attempting to enforce this personal data of Customer and its personnel related to the Agreement. business relationship between it and Customer (for example 31. One-Year Limitation on Actions; Choice of Law. For names, emailaddresses, telephone numbers) as controller and Customers located in the United States, the laws of Wisconsin in accordance with Company’s Privacy Notice at https:// shall govern the validity, enforceability, and interpretation of this www.johnsoncontrols.com/privacy. Customer acknowledges Agreement, without regard to conflicts of law. For Customers Company’s Privacy Notice and strictly to the extent consent is located in Canada,This agreement shall be governed by and be mandatorily required under applicable law, Customer consents construed in accordance with the laws of Ontario. The parties to such collection,processing and transfer. To the extent agree that any disputes arising under this Agreement shall be consent to such collection,processing and transfer by Company determined exclusively by the Ontario courts and that no action is mandatorily required from Customer’s personnel under or legal proceedings of any nature shall be filed or commenced applicable law, Customer warrants and represents that it has in any other court pertaining to any dispute arising out of or in obtained such consent. relation to this Agreement. The parties also hereby waive any 40. License Information (Security System Customers): AL objection to the exclusive jurisdiction of the Ontario courts, AlabamaElectronic Security Board of Licensure 7956 Vaughn including any objection based on forum non conveniens. No Road, PMB 392,Montgomery, Alabama 36116 (334) 264-9388: claim or cause of action, whether known or unknown, shall be AR Regulated by:Arkansas Board of Private Investigators and brought against Company more than one year after the claim Private Security Agencies,#1 State Police Plaza Drive, Little first arose. Except as provided for herein, Company’s claims Rock 72209 (501)618-8600: CA Alarmcompany operators are must also be brought within one year. Claims for unpaid licensed and regulated by the Bureau of Securityand contract amounts are not subject to the one-year limitation. Investigative Services, Department of Consumer Affairs, 32. Assignment. Customer may not assign this Agreement Sacramento,CA, 95814. Upon completion of the installation of without Company’s prior written consent. Company may assign the alarm system, the alarm company shall thoroughly instruct this Agreement without obtaining Customer’s consent. the purchaser in the proper use of the alarm system. Failure by 33. Entire Agreement. The parties intend this Agreement, the licensee, without legal excuse, to substantially commence together withany attachments or Riders (collectively the work within 20 days from the approximate date specified in the “Agreement) to be the final,complete and exclusive expression agreement when the work will begin is a violation of theAlarm of their Agreement and the terms and conditions thereof. This Company Act: NY Licensed by the N.Y.S. Department of the Agreement supersedes all prior State:TX Texas Commission on Private Security, 5805 N. representations,understandings or agreements between the Lamar Blvd., Austin,TX 78752-4422, 512-424-7710. License parties, written or oral, and shall constitute the sole terms and numbers available atwww.johnsoncontrols.com or contact your local Johnson Controls office. 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