CUMBERLAND COUNTY COMMISSIONERS MEETING AGENDA

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CUMBERLAND COUNTY COMMISSIONERS MEETING AGENDA

The County Commissioners will hold their meeting on Zoom.

The public may watch the YouTube video stream live on

cumberlandcounty.org/live

Submit public comments to [email protected] prior or during the meeting

Monday, September 27, 2021

5:30 PM

CALL TO ORDER PLEDGE OF ALLEGIANCE

APPROVAL OF THE MINUTES Regular Meeting Minutes of INFORMATIONAL REPORT/PRESENTATIONS

COMMENTS FROM THE PUBLIC The Board Chair or staff member will read submitted public comments. CONSENT AGENDA APPROVALS

NEW BUSINESS

21-078 Action on MainePers open enrollment for non-participating employees

mailto:[email protected]

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21-079 Amending the County’s Declaration of Emergency

ARPA FUNDING

21-080 Award of sole source bid to Johnson Controls, formerly Simplex

Grinnell, of Nashua, NH, for $152,768.00 for the replacement of obsolete components of the Fire Alarm system at the Jail. This project will be funded with ARPA funds and classified under Lost Revenue.

21-081 Award a bid to Northwind Ventures, of Vernon, New Jersey, of

$21,307.86, for the purchase of Computer Management and Patching Software (cybersecurity) under the GSA national purchasing contract using ARPA Revenue Loss funding

21-082 Vaccination/testing mandate from Federal Government The Commissioners will go into Executive Session pursuant to 1

M.R.S.A 405 (6)(A) to discuss mandate from Federal Govt.

COMMENTS FROM THE COUNTY MANAGER COMMENTS FROM THE EXECUTIVE STAFF COMMENTS FROM THE COUNTY COMMISSIONERS

Executive Session The Commissioners will go into Executive Session pursuant to 1 M.R.S.A 405 (6)(A) to discuss consideration of employment.

ADJOURNMENT

CUMBERLAND COUNTY COMMISSIONERS

POSITION PAPER OF THE COUNTY MANAGER

Date: September 27, 2021

Subject: Amended Emergency Declaration

At the September 13, 2021 meeting, the Commissioners approved an Emergency Declaration for the County, ending December 31st, unless amended prior.

I bring back an amended version of this Declaration as over the last week staff have had discussions around COVID protocols we believe should be added/omitted from the Declaration.

Staff is proposing to delete the Cross Insurance Arena from the mandatory mask mandate for County buildings. We propose this in order to give better flexibility to the Arena to adjust with the current trends or mandates that seem to change weekly. Interestingly enough, Promoters and Acts are making their own demands on increase the level of COVID protocols, such as requiring vaccinated individuals or those receiving a test within 72 hours to attend their show. This has been a practice at other concert venues in the City over the last two months. The Arena also goes off from the Maine CDC guidance for how they operate. Removing the Arena will allow greater flexibility to address the current best practices for holding shows and sporting events at the Arena.

Staff has talked a lot about the requirement of new hires being vaccinated. Staff doesn’t feel a short-term requirement like this (hopefully) gets put into the Non-Union Personal Policy, nor does it get put into the union contracts (employees don’t become union members until after 6-months of employment). We feel that the best location for this requirement is through the standing Emergency Declaration approved by the Commissioners. This will give us the teeth we need to require all new hires to be fully vaccinated prior to their first day on the job.

Requested Action: Approve the Amended Emergency Declaration dated September 27, 2021.

County Manager

Cumberland County Commissioners

142 Federal Street, Portland, Maine 04101 207-871-8380 • cumberlandcounty.org

District One Neil Jamieson • District Two Susan Witonis • District Three Stephen Gorden District Four Thomas Coward • District Five James Cloutier

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Declaration of Emergency in Cumberland County Pursuant to Section 2.1 of the County of Cumberland Charter and Administrative Regulation #11 Public Health Emergencies: Human Resource Guidelines, the County Manager hereby finds and orders as follows: WHEREAS, at this time, guidance from the President of the United States, the Governor of State of Maine, and the Center for Disease Control, urge the public to practice social distancing and the wearing of masks; WHEREAS, the State of Maine has over 72% of the population have received at least one shot and over 84.8% of Cumberland County residents have received at least one shot of the vaccine; WHEREAS, certain Towns and Cities in Cumberland County are taking extra precautions as a way to address the rising cases resulting from the Delta variant; WHEREAS, COVID-19 is easily spread from person to person through close contact, and as of Friday, September 10, 2021, Maine CDC has reported 509 new COVID-19 cases and 8 deaths statewide for that day; with 193 hospitalized, of which 74 were in ICU and 38 of them on ventilators. WHEREAS, the Federal Government has instituted a mandatory vaccination or weekly testing for employers who exceed 100 employees; WHEREAS, the risk of community spread of COVID-19 seriously impacts the life, health and safety of the public, and public health is imperiled by the person to person spread of COVID-19; WHEREAS, hospitals statewide are seeing an increase in Covid-19 (Delta variant) patients and an increase in need of ICU beds. Hospitals are postponing elective procedures to free up beds for COVID patients; WHEREAS, emergency management measures are required to reduce the rapid community spread of COVID-19 to protect the health, safety and welfare of affected residents of Cumberland County, Maine; WHEREAS, on their August 23, 2021 meeting, the County Commissioners passed a Remote Meeting Policy, allowing for in person and remote meetings in accordance with State Statute. The Commissioners encourage other County Boards and Committees to establish the same; and

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WHEREAS, the County Commissioners previously permitted flexibility within the County’s Non-Union Personnel Policy allowing the County Manager and staff the ability to address immediate employee related and committee related concerns without the worry of facing barriers and obstacles of current Policy. Now, Therefore, We, the Commissioners of Cumberland County, pursuant to the authority incumbent upon the Commissioners, do hereby declare, the existence of a potential local disaster in the County of Cumberland; and pursuant to the powers vested through the statutes of the State of Maine, County Charter and County Administrative Regulations, and common law authority to protect the public’s health, safety and welfare in the event of an emergency, WE, the Commissioners of County of Cumberland, in consultation with the County Manager, do hereby Order as follows: As of mid-August, 2021, the County Courthouse (County offices side), Jail, Windham Campus, Registry of Deeds, and Assessing have the requirement of staff and visitors wearing a mask until such time as deemed safe to remove; All new countywide staff hires, as of the date of this Amended Declaration, shall be required to be fully vaccinated prior to their first day in their position; If the County Manager so determines, County employees shall be encouraged to telecommute; The Commissioners authorize the County Manager to act as necessary to meet the current circumstances of this on-going emergency response: including, but not limited to rental of equipment, by the purchase of supplies and materials, and by entering into contracts for services, as needed and determined by the County Manager and County staff. Lastly, the County Commissioners encourage all towns within the County of Cumberland to take appropriate action, for their respected community, to lessen the impact of COVID-19, and to hopefully soon regain normalcy for their community’s citizens. The Emergency Declaration signed on this 27th day of September, in the year 2021, which may expire on or before December 31, 2021 unless otherwise amended or terminated by the County Commissioners. Dated: Monday, September 27, 2021 Cumberland County, Maine

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_____________________________________ Stephen F. Gorden, Chair Cumberland County Board of Commissioners ATTEST: ________________________________________ James H. Gailey, County Manager Cumberland County Board of Commissioners

COUNTY OF CUMBERLAND

October 12, 2021

TITLE: FIRE DETECTION AND ALARM SYSTEM JAIL LOCATION BACKGROUND: Current Fire Alarm System located at the Jail complex is over 28 years old. The System consists of 73 Heat Sensors, 224 Photo Sensors for smoke, 34 Duct Sampling Sensors, and 34 Pull Stations, for a total of 366 devices. All are addressable initiation devices controlled from 3 existing control panels and remote annunciation. Existing devices, panels and Mapnet technology is on the verge of obsolescence and needs to be upgraded. ISSUES: Current devices are no longer available for replacement. Used ones are now scarce. Major concern is power supply and control boards at the panel location. This inability to obtain parts for power distribution, zone monitoring, and device replacements puts this life safety system in jeopardy of being unreliable.

FISCAL IMPACT: Current system was made by Simplex, which has been bought out by Johnson Controls. We are not replacing the total system, just the obsolete components. The system will be sole sourced. Total cost from Johnson Controls is $152,768. RECOMMENDATION: To move forward under Sole Source for the components with Johnson Controls. They are familiar with the system and the buildings and can update the system quickly; thus, ensuring this life safety issue gets the quick attention and installation it requires to keep the buildings protected. Prepared by: Bruce Tarbox, Project Manager Approved by:

JohnsonControlsFireProtectionLP

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24/ 7 Emergency Service

FireSprinkler Systems

FireDetection & Alarm

FireExtinguishers

RangeHood Systems

Special Hazard Systems

Integrated SecurityApplications

HealthcareSystems

Sound & Communications

Time& WorkforceManagement

EmergencyLighting

System Design & Installation

Project Management

Inspection & Testing

PreventiveMaintenance

Over 150 officesin principalcitiesthroughout North America.

For marketing brochuresregarding Johnson Controlssystemsand services,call 1-800-746-7539.

35 Progress AveNASHUA, NH 03062-3301

(603) 886 1100FAX: (603) 598 2567

Tuesday, September 21, 2021

Cumberland County Courthouse142 Federal StAttn Cherie- Facilities MPORTLAND ME, 04101-4151

CCJ 50 County Way- FA IDNET

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35 Progress AveNASHUA, NH 03062-3301(603) 886 1100FAX: (603) 598 2567

Johnson Controls Quotation

TO:Cumberland County Courthouse Project: CCJ 50 County Way- FA IDNET142 Federal St Customer Reference:Attn Cherie- Facilities M Johnson Controls Reference: 147429766PORTLAND, ME 04101-4151 Date: 09/21/2021

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Johnson Controls is pleased to offer for your consideration this quotation for the above project.

QUANTITY MODEL NUMBER DESCRIPTION

CCJ 50 County Way -FA ID Net4100ES TS ID net

1 4100-9706 ES-PS MSTRCNTLR TSD2 4100-0011 FACTORY USE ONLY-AUDIO SHIPKIT1 4100-0622 DIGITAL AUDIO RISER MODULE1 4100-0623 NETWORK AUDIO INTERFACE MODULE2 4100-0634 POWER DISTRIBUTION MODULE 120V1 4100-0636 BOX TO BOX HARNESS KIT1 4100-0637 AUDIO BOX TO BOX HARNESS KIT1 4100-0638 ADDITIONAL 24V HARNESS4 4100-0644 120V ES-PS PDM HARNESS1 4100-1241 MESSAGE EXPANSION, 8 MINUTES1 4100-1255 AUDIO IF 3-8 CHANNEL

13 4100-1279 2 BLANK DISPLAY MODULE1 4100-1288 64/64 LED/SWITCH CONTROLLER2 4100-1328 DIG.100W AMP,6NAC,120VAC,25V4 4100-2300 EXPANSION BAY (PHASE 10 ONLY)2 4100-2303 LEGACY CARD STABILIZER BRKT2 4100-2320 AUDIO EXPANSION BAY3 4100-3110 IDNET2+2 250 POINT 4 LOOP MOD1 4100-3117 MSTR CTLR IDNET2, FACTORY ONLY2 4100-3202 4 RELAYS, 10 AMP CONTACTS2 4100-5128 BATTERY DIST TERM MODULE3 4100-5131 ES-PS FAN MODULE3 4100-5401 ES-PS POWER SUPPLY3 4100-5450 NAC CARD1 4100-6079 NEW SAFELINC INTERNET INTRFACE1 4100-6080 SERIAL DACT SIDE MOUNT1 4100-9621 BASIC AUDIO W/MIKE-DIGITAL1 41002153 3Bay Glass Dr Pkg Factory Only1 41002163 INDICATOR ONLY 3 BAY SOLID1 41007905 FACTORY BUILT-MAIN CONFIGURED

THIS QUOTATION AND ANY RESULTING CONTRACT SHALL BE SUBJECT TO THE GENERAL TERMS AND CONDITIONS ATTACHED HERETO.Fire, Security, Communications, Sales & Service

Offices & Representatives in Principal Cities throughout North America© 2020 Johnson Controls. ALL RIGHTS RESERVED.

Project: CCJ 50 County Way- FA IDNETCustomer Reference:Johnson Controls Reference: 147429766Date: 09/21/2021Page 2 of 7



REMOTE ANNUNCIATOR TS1 4100-9616 TSD REMOTE ANNUN2 4100-0011 FACTORY USE ONLY-AUDIO SHIPKIT1 4100-0634 POWER DISTRIBUTION MODULE 120V1 4100-0644 120V ES-PS PDM HARNESS1 4100-1244 REMOTE AUDIO INTERFACE W/MIC1 4100-1255 AUDIO IF 3-8 CHANNEL1 4100-1279 2 BLANK DISPLAY MODULE4 4100-1284 8 SW, 16 RED/GREEN LED MODULE1 4100-1288 64/64 LED/SWITCH CONTROLLER1 4100-1289 EXPANSION 64/64 LED/SW MODULE1 4100-2300 EXPANSION BAY (PHASE 10 ONLY)1 4100-2302 8 SLOT EXP BAY FILLER PANEL1 4100-2320 AUDIO EXPANSION BAY1 4100-5401 ES-PS POWER SUPPLY1 41002153 3Bay Glass Dr Pkg Factory Only1 41007905 FACTORY BUILT-MAIN CONFIGURED

FACP Components1 4100-9922 4100ES RETROKT 3 BAY BGE GLS D1 4100-9926 4100ES RETROKT 3 BAY BGE SLD D2 2081-9296 BATTERY 50AH1 4603-9101 LCD ANNUNCIATOR1 2975-9206 6 GANG BOX, IVORY, 5744-61 DPIM INSTALLATION MATERIALS1 ETHEDROP ETHERNET-NETWORK COMPATIBLE

DPSVC DP SVCS (PERMITS/FEES/BONDS)Remote Annunciator

2 2081-9288 BATTERY 12.7AH1 2975-9446 3 BAY BB/GDOOR/DRESS PNL PLAT

Professional Services - CCJ 50 County Way -FA ID NetPM LAB PROJECT/CONSTRUCTION MGMT

Technical Services - CCJ 50 County Way -FA ID NetTECH LAB TECHNICAL SERVICE

DevicesDevices

73 4098-9733 HEAT SENSOR73 4098-9792 SENSOR BASE

224 4098-9714 PHOTO SENSOR224 4098-9792 SENSOR BASE297 4098-9832 SSD ADAPTER PLATE34 4098-9756 DUCT SENSOR HOUSING-4-WIRE34 4098-9857 "SAMPLING TUBE 73"", PLASTIC"34 4099-9006 STATION-LED, DA PUSH ADDR34 2099-9828 INSTITUTIONAL COVER KIT21 4090-9001 SUPERVISED IAM

Fire, Security, Communications, Sales & ServiceOffices & Representatives in Principal Cities throughout North America

© 2020 Johnson Controls. ALL RIGHTS RESERVED.




21 YJ1283 SINGLE GANG IAM BRACKET15 4090-9008 DUAL RELAY IAM, IDNET15 4090-9802 COVER-ADDRESS MODULE SURFACE15 4090-9813 "4 11/16"" BOX ADAPTER PLATE"

Professional Services - DevicesPM LAB PROJECT/CONSTRUCTION MGMT

Technical Services - DevicesTECH LAB TECHNICAL SERVICE

BANA CORPBANA CORP

DPSUB BANA CORP

Total net selling price, FOB shipping point, $152,768.00

Comments

JCI SCOPE OF WORK

-Furnish, Install and Commission one (1) new Simplex 4100ES fire alarm control panel-Furnish, Install, and Commission one (1) new Simplex Remote Annunciator-Furnish, Install, and Commission the following addressable initiation devices that are not forwardscompatible with the Simplex 4100ES: seventy-three (73) heat detectors, two-hundred and twenty-four(224) smoke detectors, thirty-four (34) duct detectors, thirty-four (34 pull) stations with institutionalcover kits, twenty-one (21) monitor modules and fifteen (15) relays.-Replace LCD annunciator in control

General Assumptions and Clarifications

-JCI will work during normal busines hours M-F 7 AM - 4 PM-JCI will reuse the existing FA cabling and notification devices. If there are any issues with the existingnotification devices or FA cabling it will be treated separately-JCI will reuse the existing three bay cabinets to mount the new panel components in-All internal panel components will be new with this upgrade-New Remote Annunciator will not have LED graphic representation of cell blocks-Mapnet technology is on the verge of obsolescence it is recommend that Cumberland County Jailupgrade field devices to devices that are forwards compatible with ID net. ID net also has 250addressable points available per card where Mapnet has 127 addressable points per card-CCJ will remove guards on existing smoke detectors prior to replacement. CCJ to reinstall guardsafter replacement-CCJ to provide one electrician for the duration of the project

Excluded





Comments (continued)

-CAD & Design-Submittals-Drawings-Fire Watch-Patching & Painting-Any fees associated with elevator company

Ryan HuntLife Safety Systems Sales [email protected]

***THIS PROPOSAL IS VALID FOR 30 DAYS***

Delays, Costs and Extensions of Time.

JCI's time for performance of the Work shall be extended for such reasonable timeas JCI is delayed due to causes reasonably beyond JCI's control, whether suchcauses are foreseeable or unforeseeable, including pandemics such as coronavirus(provisionally named SARS-CoV-2, with its disease being named COVID-19)including, without limitation, labor, parts or equipment shortages. To the extent JCIor its subcontractors expend additional time or costs related to conditions or eventsset forth in this provision, including without limitation, expedited shipping, hazard payassociated with site conditions, additional PPE requirements, additional timeassociated with complying with social distancing or hygiene requirements, oradditional access restrictions, the Contract Sum shall be equitably adjusted.




TERMS AND CONDITIONS (Rev. 4/20)1. Payment. Amounts are due upon receipt of the invoice andshall be paid by Customer within 30 days. Invoicing disputesmust be identified in writing within 21 days of the invoice date.Payments of any disputed amounts are due and payable uponresolution. All other amounts remain due within 30 days. Workperformed on a time and material basis shall be at Company’sthen-prevailing rate for material, labor, and related items, ineffect at the time supplied under this Agreement. Company shallinvoice Customer for progress payments to 100% percent basedupon equipment delivered or stored, and services performed. Inthe event project duration exceeds one month, Companyreserves the right to submit partial invoices for progresspayments for work completed at the project site. Customeragrees to pay any progress invoices in accordance with thepayment terms set forth herein. In exchange for close-outdocuments to be provided by Company, Customer agrees to payCompany the remaining project balance when on-site labor iscompleted and prior to any final inspections. Customers withoutestablished satisfactory credit and Customers who fail to payamounts when due may be required to make payments of cashin advance, upon delivery or as otherwise specified byCompany. Company reserves the right to revoke or modifyCustomer’s credit in its sole discretion. Customer’s failure tomake payment when due is a material breach of this Agreementand will give Company, without prejudice to any other. rights orremedy, the right to (a), stop performing any Services and/orwithhold further deliveries of Equipment and other materials,terminate or suspend any unpaid software licenses; and/orterminate this Agreement; and (b) charge Customer interest onthe amounts unpaid at a rate equal to the lesser of 1.5% permonth or the maximum rate permitted under applicable law, untilpayment is made in full. Customer agrees to pay all ofCompany’s reasonable collection costs, including legal fees, andexpenses.2. Deposit. Customer agrees to pay a deposit equal to 30% ofthe project sell price (pre-tax) prior to Company providing anylabor or materials on the project. Company will generate aninvoice for the 30% deposit within three business days afterCompany’s receipt of a written agreement or order fromCustomer. Company will not commence work until receipt of thedeposit3. Pricing. The pricing set forth in this Agreement is based onthe number of devices to be installed and services to beperformed as set forth in the Scope of Work (“Equipment” and“Services”). If the actual number of devices installed or servicesto be performed is greater than that set forth in the Scope ofWork, the price will be increased accordingly. If this Agreementextends beyond one year, Company may increase prices uponnotice to the Customer. Customer agrees to pay all taxes,permits, and other charges, including but not limited to state andlocal sales and excise taxes, however designated, levied orbased on the service charges pursuant to this Agreement. Pricesin any quotation or proposal from Company are subject tochange upon notice sent to Customer at any time before thequotation or proposal has been accepted. Prices for productscovered may be adjusted by Company, upon notice to Customerat any time prior to shipment, to reflect any increase inCompany’s cost of raw materials (e.g., steel, aluminum) incurredby Company after issuance of Company’s applicable proposalor quotation.. Pricing for Equipment and material covered by thisAgreement does not include any amounts for changes in taxes,tariffs, duties or other similar charges imposed and/or enactedby a government. At any time prior to shipment, Company shallbe entitled to an increase in time and money for any costs that itincurs directly or indirectly that arise out of or relate to changesin taxes, tariffs, duties or similar charges due to such changes.4. Alarm Monitoring Services. Any reference to alarmmonitoring services in this Agreement is included for pricingpurposes only. Alarm monitoring services are performedpursuant to the terms and conditions of Company’s standardalarm monitoring services agreement.5. Code Compliance. Company does not undertake anobligation to inspect for compliance with laws or regulationsunless specifically stated in the Scope of Work. Customeracknowledges that the Authority Having Jurisdiction (e.g. Fire

Marshal) may establish additional requirements for compliancewith local codes. Any additional services or equipment requiredwill be provided at an additional cost to Customer.6. Limitation of Liability; Limitations of Remedy. It isunderstood and agreed by the Customer that Company isnot an insurer and that insurance coverage shall beobtained by the Customer and that amounts payable toCompany hereunder are based upon the value of theservices and the scope of liability set forth in thisAgreement and are unrelated to the value of the Customer’sproperty and the property of others located on thepremises. Customer agrees to look exclusively to theCustomer’s insurer to recover for injuries or damage in theevent of any loss or injury and that Customer releases andwaives all right of recovery against Company arising by wayof subrogation. Company makes no guaranty or Warranty,including any implied warranty of merchantability or fitnessfor a particular purpose that equipment or services suppliedby Company will detect or avert occurrences or theconsequences therefrom that the equipment or service wasdesigned to detect or avert. It is impractical and extremelydifficult to fix the actual damages, if any, which mayproximately result from failure on the part of Company toperform any of its obligations under this Agreement.Accordingly, Customer agrees that, Company shall beexempt from liability for any loss, damage or injury arisingdirectly or indirectly from occurrences, or theconsequences therefrom, which the equipment or servicewas designed to detect or avert. Should Company be foundliable for any loss, damage or injury arising from a failure ofthe equipment or service in any respect, Company’s liabilityshall be limited to an amount equal to the Agreement price(as increased by the price for any additional work) or wherethe time and material payment term is selected, Customer’stime and material payments to Company. Where thisAgreement covers multiple sites, liability shall be limited tothe amount of the payments allocable to the site where theincident occurred. Such sum shall be complete andexclusive. IN NO EVENT SHALL COMPANY BE LIABLE FORANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIMARISING FROM ANY SERVICING, ALTERATIONS,MODIFICATIONS, CHANGES, OR MOVEMENTS OF THECOVERED SYSTEM(S) OR ANY OF ITS COMPONENTPARTS BY THE CUSTOMER OR ANY THIRD PARTY. TO THEMAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENTSHALL COMPANY AND ITS AFFILIATES AND THEIRRESPECTIVE PERSONNEL, SUPPLIERS AND VENDORS BELIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANYCAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IFADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FORANY (A) SPECIAL, INCIDENTAL, CONSEQUENTIAL,PUNITIVE OR DAMAGES OF ANY KIND; (B) LOSS OFPROFITS, REVENUES, DATA, CUSTOMEROPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS ORGOODWILL; (C) BUSINESS INTERRUPTION; OR (D) DATALOSS OR OTHER LOSSES ARISING FROM VIRUSES,RANSOMWARE, CYBER-ATTACKS OR FAILURES ORINTERRUPTIONS TO NETWORK SYSTEMS . The limitationsof liability set forth in this Agreement shall inure to thebenefit of all parents, subsidiaries and affiliates ofcompany, whether direct or indirect, company’s employees,agents, officers and directors.7. Reciprocal Waiver of Claims (SAFETY Act). Certain ofCompany’s systems and services have received Certificationand/or Designation as Qualified Anti-Terrorism Technologies(“QATT”) under the Support Anti-terrorism by Fostering EffectiveTechnologies Act of 2002, 6 U.S.C. §§ 441-444 (the “SAFETYAct”). As required under 6 C.F.R. 25.5 (e), to the maximumextent permitted by law, Company and Customer hereby agreeto waive their right to make any claims against the other for anylosses, including business interruption losses, sustained byeither party or their respective employees, resulting from anactivity resulting from an “Act of Terrorism” as defined in 6 C.F.R.25.2, when QATT have been deployed in defense against,response to, or recovery from such Act of Terrorism.

8. General Provisions. Customer has selected the service leveldesired after considering and balancing various levels ofprotection afforded, and their related costs. All work to beperformed by Company will be performed during normal workinghours of normal working days (8:00 a.m. – 5:00 p.m., Mondaythrough Friday, excluding Company holidays), as defined byCompany, unless additional times are specifically described inthis Agreement. Company will perform the services described inthe Scope of Work section (“Services”) for one or moresystem(s) or equipment as described in the Scope of Worksection or the listed attachments (“Covered System(s)”). TheCustomer shall promptly notify Company of any malfunction inthe Covered System(s) which comes to Customer’s attention.This Agreement assumes the Covered System(s) are inoperational and maintainable condition as of the Agreementdate. If, upon initial inspection, Company determines thatrepairs are recommended, repair charges will be submitted forapproval prior to any work. Should such repair work be declinedCompany shall be relieved from any and all liability arisingtherefrom. UNLESS OTHERWISE SPECIFIED IN THISAGREEMENT, ANY INSPECTION (AND, IF SPECIFIED,TESTING) PROVIDED UNDER THIS AGREEMENT DOESNOT INCLUDE ANY MAINTENANCE, REPAIRS,ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELDADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDETHE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BYCOMPANY TO CUSTOMER. COMPANY SHALL NOT BERESPONSIBLE FOR EQUIPMENT FAILURE OCCURRINGWHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITSINSPECTION TECHNIQUES, WHERE THE FAILURE ALSORESULTS FROM THE AGE OR OBSOLESCENCE OF THEITEM OR DUE TO NORMAL WEAR AND TEAR. THISAGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT,COMPONENTS OR PARTS THAT ARE BELOW GRADE,BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIORTO THE BUILDING, ELECTRICAL WIRING, AND PIPING.9. Customer Responsibilities. Customer shall furnish allnecessary facilities for performance of its work by Company,adequate space for storage and handling of materials, light,water, heat, heat tracing, electrical service, local telephone,watchman, and crane and elevator service and necessarypermits. Where wet pipe system is installed, Customer shallsupply and maintain sufficient heat to prevent freezing of thesystem. Customer shall promptly notify Company of anymalfunction in the Covered System(s) which comes toCustomer’s attention. This Agreement assumes any existingsystem(s) are in operational and maintainable condition as of theAgreement date. If, upon initial inspection, Companydetermines that repairs are recommended, repair charges will besubmitted for approval prior to any work. Should such repairwork be declined Company shall be relieved from any and allliability arising therefrom. Customer shall further: supply required schematics and drawings unless they are to

be supplied by Company in accordance with this Agreement; Provide a safe work environment, in the event of an

emergency or Covered System(s) failure, take reasonablesafety precautions to protect against personal injury, death,and property damage, continue such measures until theCovered System(s) are operational, and notify Company assoon as possible under the circumstances.

Provide Company access to any system(s) to be serviced, Comply with all laws, codes, and regulations pertaining to the

equipment and/or services provided under this Agreement.Customer is solely responsible for the establishment, operation,maintenance, access, security and other aspects of its computernetwork (“Network”) and shall supply Company secure Networkaccess for providing its services. Products networked,connected to the internet, or otherwise connected to computersor other devices must be appropriately protected by Customerand/or end user against unauthorized access. Customer isresponsible to take appropriate measures, including performingback-ups, to protect information, including without limit data,software, or files (collectively “Data”) prior to receiving theservice or products.10. Excavation. In the event the Work includes excavation,




Customer shall pay, as an extra to the contract price, the cost ofany additional work performed by Company dues to water,quicksand, rock or other unforeseen condition or obstructionencountered or shoring required.11. Structure and Site Conditions. While employees ofCompany will exercise reasonable care in this respect,Company shall be under not responsibility for loss or damagedue to the character, condition or use of foundations, walls, orother structures not erected by Company or resulting from theexcavation in proximity thereto, or for damage resulting fromconcealed piping, wiring, fixtures, or other equipment orcondition of water pressure. All shoring or protection offoundation, walls or other structures subject to being disturbedby any excavation required hereunder shall be the responsibilityof Customer. Customer shall have all things in readiness forinstallation including, without limitation, structure to support thesprinkler system and related equipment (including tanks), othermaterials, floor or suitable working base, connections andfacilities for erection at the time the materials are delivered. Inthe event Customer fails to have all things in readiness at thetime scheduled for receipt of materials, Customer shallreimburse Company for all expenses caused by such failure.Failure to make areas available to Company during performancein accordance with schedules that are the basis for Company’sproposal shall be considered a failure to have things in readinessin accordance with the terms of this Agreement.12. Confined Space. If access to confined space by Companyis required for the performance of Services, Services shall bescheduled and performed in accordance with Company’s then-current hourly rate.13. Hazardous Materials. Customer represents that, except tothe extent that Company has been given written notice of thefollowing hazards prior to the execution of this Agreement, to thebest of Customer’s knowledge there is no: “permit confined space,” as defined by OSHA, risk of infectious disease, need for air monitoring, respiratory protection, or other

medical risk, asbestos, asbestos-containing material, formaldehyde or

other potentially toxic or otherwise hazardous materialcontained in or on the surface of the floors, walls, ceilings,insulation or other structural components of the area of anybuilding where work is required to be performed under thisAgreement.

All of the above are hereinafter referred to as “HazardousConditions”. Company shall have the right to rely on therepresentations listed above. If hazardous conditions areencountered by Company during the course of Company’s work,the discovery of such materials shall constitute an event beyondCompany’s control and Company shall have no obligation tofurther perform in the area where the hazardous conditions existuntil the area has been made safe by Customer as certified inwriting by an independent testing agency, and Customer shallpay disruption expenses and re-mobilization expenses asdetermined by Company. This Agreement does not provide forthe cost of capture, containment or disposal of any hazardouswaste materials, or hazardous materials, encountered in any ofthe Covered System(s) and/or during performance of theServices. Said materials shall at all times remain theresponsibility and property of Customer. Company shall not beresponsible for the testing, removal or disposal of suchhazardous materials.14. OSHA Compliance. Customer shall indemnify and holdCompany harmless from and against any and all claims,demands and/or damages arising in whole or in part from theenforcement of the Occupational Safety Health Act (and anyamendments or changes thereto) unless said claims, demandsor damages are a direct result of causes within the exclusivecontrol of Company.15. Interferences. Customer shall be responsible to coordinatethe work of other trades (including but not limited to ducting,piping, and electrical) and for and additional costs incurred byCompany arising out of interferences to Company’s work caused

by other trades.16. Modifications and Substitutions. Company reserves theright to modify materials, including substituting materials of laterdesign, providing that such modifications or substitutions will notmaterially affect the performance of the Covered System(s).17. Changes, Alterations, Additions. Changes, alterationsand additions to the Scope of Work, plans, specifications orconstruction schedule shall be invalid unless approved in writingby Company. Should changes be approved by Company, thatincrease or decrease the cost of the work to Company, theparties shall agree, in writing, to the change in price prior toperformance of any work. However, if no agreement is reachedprior to the time for performance of said work, and Companyelects to perform said work so as to avoid delays, thenCompany’s estimate as to the value of said work shall bedeemed accepted by Customer. In addition, Customer shall payfor all extra work requested by Customer or made necessarybecause of incompleteness or inaccuracy of plans or otherinformation submitted by Customer with respect to the location,type of occupancy, or other details of the work to be performed.In the event the layout of Customer’s facilities has been altered,or is altered by Customer prior to the completion of the Work,Customer shall advise Company, and prices, delivery andcompletion dates shall be changed by Company as may berequired.18. Commodities Availability. Company shall not beresponsible for failure to provide services, deliver products, orotherwise perform work required by this Agreement due to lackof available steel products or products made from plastics orother commodities. In the event Company is unable, afterreasonable commercial efforts, to acquire and provide steelproducts, or products made from plastics or other commodities,if required to perform work required by this Agreement,Customer hereby agrees that Company may terminate theAgreement, or the relevant portion of the Agreement, at noadditional cost and without penalty. Customer agrees to payCompany in full for all work performed up to the time of any suchtermination.19. Project Claims. Any claim of failure to perform againstCompany arising hereunder shall be deemed waived unlessreceived by Company, in writing specifically setting forth thebasis for such claim, within ten (10) days after such claimsarises.20. Backcharges. No charges shall be levied against Companyunless seventy-two (72) hours prior written notice is given toCompany to correct any alleged deficiencies which are allegedto necessitate such charges and unless such allegeddeficiencies are solely and directly caused by Company.21. System Equipment. The purchase of equipment orperipheral devices (including but not limited to smoke detectors,passive infrared detectors, card readers, sprinkler systemcomponents, extinguishers and hoses) from Company shall besubject to the terms and conditions of this Agreement. If, inCompany’s sole judgment, any peripheral device or othersystem equipment, which is attached to the Covered System(s),whether provided by Company or a third party, interferes withthe proper operation of the Covered System(s), Customer shallremove or replace such device or equipment promptly uponnotice from Company. Failure of Customer to remove or replacethe device shall constitute a material breach of this Agreement.If Customer adds any third party device or equipment to theCovered System(s), Company shall not be responsible for anydamage to or failure of the Covered System(s) caused in wholeor in part by such device or equipment.22. Reports. Where inspection and/or test services areselected, such inspection and/or test shall be completed onCompany’s then current Report form, which shall be given toCustomer, and, where applicable, Company may submit a copythereof to the local authority having jurisdiction. The Report andrecommendations by Company are only advisory in nature andare intended to assist Customer in reducing the risk of loss toproperty by indicating obvious defects or impairments noted tothe system and equipment inspected and/or tested. They are not

intended to imply that no other defects or hazards exist or thatall aspects of the Covered System(s), equipment, andcomponents are under control at the time of inspection. Finalresponsibility for the condition and operation of the CoveredSystem(s) and equipment and components lies with Customer.23. Limited Warranty. Subject to the limitations below,Company warrants any equipment (as distinguished from theSoftware) installed pursuant to this Agreement to be free fromdefects in material and workmanship under normal use for aperiod of one (1) year from the date of first beneficial us or all orany part of the Covered System(s) or 18 months after Equipmentshipments, whichever is earlier, provided however, thatCompany’s sole liability, and Customer’s sole remedy, under thislimited warranty shall be limited to the repair or replacement ofthe Equipment or any part thereof, which Company determinesis defective, at Company’s sole option and subject to theavailability of service personnel and parts, as determined byCompany. Company warrants expendable items, including, butnot limited to, video and print heads, television camera tubes,video monitor displays tubes, batteries and certain otherproducts in accordance with the applicable manufacturer’swarranty. Company does not warrant devices designed to fail inprotecting the System, such as, but not limited to, fuses andcircuit breakers. Company warrants that any Company softwaredescribed in this Agreement, as well as software contained in orsold as part of any Equipment described in this Agreement, willreasonably conform to its published specifications in effect at thetime of delivery and for ninety (90) days after delivery. However,Customer agrees and acknowledges that the software may haveinherent defects because of its complexity. Company’s soleobligation with respect to software, and Customer’s sole remedy,shall be to make available published modifications, designed tocorrect inherent defects, which become available during thewarranty period. If Repair Services are included in thisAgreement, Company warrants that its workmanship andmaterial for repairs made pursuant to this Agreement will be freefrom defects for a period of ninety (90) days from the date offurnishing.EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANYDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO ANY IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE WITH RESPECT TO THESERVICES PERFORMED OR THE PRODUCTS, SYSTEMSOR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER.Warranty service will be performed during Company’s normalworking hours. If Customer requests warranty service at otherthan normal working hours, service will be performed atCompany’s then current rates for after ours services. All repairsor adjustments that are or may become necessary shall beperformed by and authorized representative of Company. Anyrepairs, adjustments or interconnections performed by Customeror any third party shall void all warranties. Company makes noand specifically disclaims all representations or warranties thatthe services, products, software or third party product orsoftware will be secure from cyber threats, hacking or othersimilar malicious activity.24. Indemnity. Customer agrees to indemnify, hold harmlessand defend Company against any and all losses, damages,costs, including expert fees and costs, and expenses includingreasonable defense costs, arising from any and all third partyclaims for personal injury, death, property damage or economicloss, including specifically any damages resulting from theexposure of workers to Hazardous Conditions whether or notCustomer pre-notifies Company of the existence of saidhazardous conditions, arising in any way from any act oromission of Customer or Company relating in any way to thisAgreement, including but not limited to the Services under thisAgreement, whether such claims are based upon contract,warranty, tort (including but not limited to active or passivenegligence), strict liability or otherwise. Company reserves theright to select counsel to represent it in any such action.25. Insurance. Customer shall name Company, its officers,




employees, agents, subcontractors, suppliers, andrepresentatives as additional insureds on Customer’s generalliability and auto liability policies.26. Termination. Any termination under the terms of thisAgreement shall be made in writing. In the event Customerterminates this Agreement prior to completion for any reason notarising solely from Company’s performance or failure to perform,Customer understands and agrees that Company will incur costsof administration and preparation that are difficult to estimate ordetermine. Accordingly, should Customer terminate thisAgreement as described above, Customer agrees to pay allcharges incurred for products and equipment installed andservices performed, and in addition pay an amount equal totwenty (20%) percent of the price of products and equipment notyet delivered and Services not yet performed, return all productsand equipment delivered and pay a restocking fee of twenty(20%) percent the price of products or equipment returned.Company may terminate this Agreement immediately at its solediscretion upon the occurrence of any Event of Default ashereinafter defined. Company may also terminate thisAgreement at its sole discretion upon notice to Customer ifCompany’s performance of its obligations under this Agreementbecomes impracticable due to obsolescence of equipment atCustomer’s premises or unavailability of parts.27. Default. An Event of Default shall be (a) failure ofCustomer to pay any amount when due and payable, (b) abuseof the System or the Equipment, (c) dissolution, termination,discontinuance, insolvency or business failure of Customer.Upon the occurrence of an Event of Default, Company maypursue one or more of the following remedies, (i) discontinuefurnishing Services and delivering Equipment, (ii) by writtennotice to Customer declare the balance of unpaid amounts dueand to become due under this Agreement to be immediately dueand payable (iii) receive immediate possession of anyEquipment for which Customer has not paid. (iv) proceed at lawor equity to enforce performance by Customer or recoverdamages for breach of this Agreement, and (v) recover all costsand expenses, including without limitation reasonable attorneys’fees, in connection with enforcing or attempting to enforce thisAgreement.28. Exclusions. Unless expressly included in the Scope ofWork, this Agreement expressly excludes, without limitation,testing inspection and repair of duct detectors, beam detectors,and UV/IR equipment; provision of fire watches; clearing of iceblockage; draining of improperly pitched piping; replacement ofbatteries; recharging of chemical suppression systems;reloading of, upgrading, and maintaining computer software;system upgrades and the replacement of obsolete systems,equipment, components or parts; making repairs orreplacements necessitated by reason of negligence or misuse ofcomponents or equipment or changes to Customer’s premises,vandalism, corrosion (including but not limited to micro-bacterially induced corrosion (“MIC”)), power failure, currentfluctuation, failure due to non-Company installation, lightning,electrical storm, or other severe weather, water, accident, fire,acts of God or any other cause external to the CoveredSystem(s). Repair Services provided pursuant to this Agreementdo not cover and specifically excludes system upgrades and thereplacement of obsolete systems, equipment, components orparts. All such services may be provided by Company atCompany’s sole discretion at an additional charge. If EmergencyServices are expressly included in the scope of work section, the

Agreement price does not include travel expenses.29. No Option to Solicit. Customer shall not, directly orindirectly, on its own behalf or on behalf of any other person,business, corporation or entity, solicit or employ any Companyemployee, or induce any Company employee to leave his or heremployment, for a period of two years after termination of thisAgreement.30. Force Majeure; Delays. Company shall not be liable, nor inbreach or default of its obligations under this Agreement, fordelays, interruption, failure to render services, or any otherfailure by Company to perform an obligation under thisAgreement, where such delay, interruption or failure is caused,in whole or in part, directly or indirectly, by a Force MajeureEvent. A “Force Majeure Event” is a condition or event that isbeyond the reasonable control of Company, whetherforeseeable or unforeseeable, including, without limitation, actsof God, severe weather (including but not limited to hurricanes,tornados, severe snowstorms or severe rainstorms), wildfires,floods, earthquakes, seismic disturbances, or other naturaldisasters, acts or omissions of any governmental authority(including change of any applicable law or regulation),epidemics, pandemics, disease, viruses, quarantines, or otherpublic health risks and/or responses thereto, condemnation,strikes, lock-outs, labor disputes, an increase of 5% or more intariffs or other excise taxes for materials to be used on theproject, fires, explosions or other casualties, thefts, vandalism,civil disturbances, insurrection, mob violence, riots, war or otherarmed conflict (or the serious threat of same), acts of terrorism,electrical power outages, interruptions or degradations intelecommunications, computer, network, or electroniccommunications systems, data breach, cyber-attacks,ransomware, unavailability or shortage of parts, materials,supplies, or transportation, or any other cause or casualtybeyond the reasonable control of Company. If Company’sperformance of the work is delayed, impacted, or prevented bya Force Majeure Event or its continued effects, Company shallbe excused from performance under the Agreement. Withoutlimiting the generality of the foregoing, if Company is delayed inachieving one or more of the scheduled milestones set forth inthe Agreement due to a Force Majeure Event, Company will beentitled to extend the relevant completion date by the amount oftime that Company was delayed as a result of the Force MajeureEvent, plus such additional time as may be reasonablynecessary to overcome the effect of the delay. To the extent thatthe Force Majeure Event directly or indirectly increasesCompany’s cost to perform the services, Customer is obligatedto reimburse Company for such increased costs, including,without limitation, costs incurred by Company for additionallabor, inventory storage, expedited shipping fees, trailer andequipment rental fees, subcontractor fees or other costs andexpenses incurred by Company in connection with the ForceMajeure Event.31. One-Year Claims Limitation; Choice of Law. No claim orcause of action, whether known or unknown, shall be broughtagainst Company more than one year after the claim first arose.Except as provided for herein, Company’s claims must also bebrought within one year. Claims not subject to the one-yearlimitation include claims for unpaid: (a) contract amounts, (b)change order amounts (approved or requested) and (c) delaysand/or work inefficiencies. The laws of Massachusetts shallgovern the validity, enforceability, and interpretation of thisAgreement.

32. Software and Digital Services. Use, implementation, anddeployment of the software and hosted software products(“Software”) offered under these terms shall be subject to, andgoverned by, Company’s standard terms for such Software andSoftware related professional services in effect from time to timeat https://www.johnsoncontrols.com/techterms (collectively, the“Software Terms”). Applicable Software Terms are incorporatedherein by this reference. Other than the right to use the Softwareas set forth in the Software Terms, Company and its licensorsreserve all right, title, and interest (including all intellectualproperty rights) in and to the Software and improvements to theSoftware. The Software that is licensed hereunder is licensedsubject to the Software Terms and not sold. If there is a conflictbetween the other terms herein and the Software Terms, theSoftware Terms shall take precedence and govern with respectto rights and responsibilities relating to the Software, itsimplementation and deployment and any improvements thereto.33. Assignment. Customer may not assign this Agreementwithout Company’s prior written consent. Company may assignthis Agreement to an affiliate without obtaining Customer’sconsent.34. Entire Agreement. The parties intend this Agreement,together with any attachments or Riders (collectively the“Agreement) to be the final, complete and exclusive expressionof their Agreement and the terms and conditions thereof. ThisAgreement supersedes all prior representations, understandingsor agreements between the parties, written or oral, and shallconstitute the sole terms and conditions of sale for all equipmentand services. No waiver, change, or modification of any termsor conditions of this Agreement shall be binding on Companyunless made in writing and signed by an AuthorizedRepresentative of Company.35. Severability. If any provision of this Agreement is held byany court or other competent authority to be void orunenforceable in whole or in part, this Agreement will continueto be valid as to the other provisions and the remainder of theaffected provision.36. Legal Fees. Company shall be entitled to recover from thecustomer all reasonable legal fees incurred in connection withCompany enforcing the terms and conditions of this Agreement.37. License Information (Security System Customers): ALAlabama Electronic Security Board of Licensure 7956 VaughnRoad, Pmb 392, Montgomery, Alabama 36116 (334) 264-9388:AR Regulated by: Arkansas Board of Private Investigators AndPrivate Security Agencies, #1 State Police Plaza Drive, LittleRock 72209 (501)618-8600: CA Alarm company operators arelicensed and regulated by the Bureau of Security andInvestigative Services, Department of Consumer Affairs,Sacramento, CA, 95814. Upon completion of the installation ofthe alarm system, the alarm company shall thoroughly instructthe purchaser in the proper use of the alarm system. Failure bythe licensee, without legal excuse, to substantially commencework within 20 days from the approximate date specified in theagreement when the work will begin is a violation of the AlarmCompany Act: NY Licensed by N.Y.S. Department of the State:TX Texas Commission on Private Security, 5805 N. Lamar Blvd.,Austin, 78752-4422, 512-424-7710.License numbers availableat www.johnsoncontrols.com or contact your local JohnsonControls office.

IMPORTANT NOTICE TO CUSTOMERIn accepting this Proposal, Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It isunderstood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in thesystem requested by Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THELIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS ON THE PRECEDING PAGES. This proposal shall be void if not accepted in writing within 30 daysfrom the date of the Proposal.

Offered By: Accepted By: (Customer)Johnson Controls Fire Protection LPLicense#:

35 Progress AveNASHUA, NH 03062-3301 Company:

Telephone: (603) 886 1100 Address:

Representative: Signature:

Title:

P.O.#: Date:



Documents

CUMBERLAND COUNTY COMMISSIONERS MEETING AGENDA