JOHNSON CONTROLS 3C-2009 - Laserfiche WebLink

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Johnson ��).� City of Santa Ana 20 Civic Center Plaza, M -i i, Santa Ana, CA 92701 Controls Santa Ana Regional Transportation — Chiller Maintenance PSA JCI she!/ be respons/b/e of /s sole expense /or remedlaling arses Impacted by the dlafurbence of the ACM, and (b) Customer shall resume !!s responslbl/Itles for the ACM alter JC!'s remedlef/on has been completed. 2) Other Hazardous Meler/a /s: JCI shat/ be responsible for removing or disposing of any Hazardous MeteNa/s that !! uses In providing Services (7/CI Hazardous Metede /s7 and for the remedial /on of any areas impacted by the release of JC! Hazardous Materle /s. For other Hazardous Mateda /a that may 6e olherw /se present at !fs lecnillea ('Non -JC! Hazardous Meferlels7, Customer abet/ auppty JCI with any /n/ormatlon !n !!s possession relating fo the presence of such mafeda /s /f lhe/r presence may a /fact ICI's performance o/ tha SeN/ces. !/ e/ther Customer or JCl becomes aware o/ or auepec(s the presence of Non - JCI HezeMous Malerlals that may Interfere w/th JCl s Services, !t abet/ lmmsd/afely slop the Sery Ices /n the of /acted eras and not //y the other's contacts. As between Customer end JCI, Cuafomer shat! be respona /b /e of !!s sole expense /or removing end d/sposlrtg of Non -JCI Hazardous Materiels /rom !t tact /!lies and the remedlatlon of any areas impacted by the release of the Non�/Cl Hezerdoua Materials, unless JC/ had actual knowledge that Non -JC! Hazardous Materials were present end acted In d/sregard cI that knowledge, /n which case (a) ✓Cl shat! be responsible at /!s sole expense Jor the remed/atlon of any areas Impacted by Its release o1 such Hazardous Maler/a1s, and (b) Customer shall remafn respons/ble at /fa sole expense for the removal o! Hazardous MateNa/s That have not been released and for releases not result /ng from ✓C /'s performance of the $BN /CBs. L. JC %s EMPLOYEES The Customer acknowledges that JC /'s employees are a valuable asset to JCI. The Customer egress to pay JC/ an amount equal to Y2 monlha of salary for each JC/ employee who worked at the Customer's facility that /s then hired by the Customer el any time dur/ng the term of fh/s Agreement and ror BO days fherealter. !n addition, the Customer agrees fo re/mburse JCI for all costa easoc /sled w/th any balnfng JCI prov /dad fo such employees duNng the three years before the date the Customer hires such employees. M. ASSESSMENT !t !s the Customer's responalblpry to pay aJl taxes or other government charges relating to the Vensfer, use, ownereh /p, aeMcing, or posaeaslon of any equipment ralaf/ng fo th/s Agreement. N.RENEWAL PR/CEALUUSTMENT JCI w! /I proHde Customer with notice of any edJustmente In the ggreement pACa epplloabfe !o a renewal period no later than 1!/ry- Ihre (ti5) days prior to the commencement o! that renewal period. Unless the Customer terminates the Agreement es prov/dedln the Term/Automatic Renewal prov /slon oI [h /s Agreement, the edJusted price she!/ 6e the pACe for The renewal peNod end may Inc /ude a price increase based of/ of the rag /onal CP/ (Consumer PNC/ng Index) as wolf es other costa essocfefed w/fh prov /ding the servk;es /ound In the agreement O. RESOLUT /ON OF DISPUTES I/ a dispute arises, the parties shall promptly attempt !n good lalfh to resolve such dlspufe by negot/atlons between JC! and TNba! Court. !n the event any such dispute cannot be resolved accord/ngty, each party sf/pulates that any dlspufe between the parries as to the /nrerpretat /on of any prov /alon of, or fha pertormance of ob/lgat/ona under, this Agreement abet/ be commenced and prosecuted /n a court o! competent JuNad/ot /on /n tea! Verde County. Each party walvea any Nghf to !Nat by Jury wtth respect to any such d /sputa. To the extent reasonably erect /cable /n the courts sole d/scretlon, the couN also ahei/ make a determinat /on regard/ng which party's /ego! position /n any such controversy or claim is the more substanllelly correct (Preve!/!ng Perry) and the Prevell/ng Perryy abet/ recover el/ reasonable costs, Includ/ng reasonable ettorneyk lees, Incurred es a resu /t o /the dlspufe. P. MISCELLANEOUS PROV1S1ONS i)Any notice that is required to be given under th /a Agreement must be !n writing and sent to the peNy at the address noted on the I/rst page o/ this Agreement. 2)Th/s Agreement cannot bB transferred or ess/gned by el�her party without the prior written consent of the other parry: s)Th /s Agreement /s the entire Agreement between JC/ arrd the Customer and supersedes any prior oral understand /ngs, written agreements, proposals, or other oommunlcatlons between JC! end the Customer. 4)Any change or mod/gcallon to this Agreement will not ba el /active unless made !n writing. Th/s wNllen /nstnrmenf must spec //ICalty !nd/cate that !t /a en amendment, change, or modll/catlona to !h /s Agreement and a new agreement must be signed within thirty {30) days or race /vlrtg the amendment. 5)The Customer acknowledges end agrees that any purchase order issued by Customer, !n accordance with this Agreement, la Intended only !o establ/sh payment authority /or the Customers inferno! aocaunting purposes. No purchase order ahei/ be considered to be a counteroffer, amendment modll/cetlon, or other rev/slon fo 1he terms of th /a Agreement No feim or cond/tlon /nGuded /n the Customer's purohase order w//! have any fame ore /fact. Should any changes to relevant regu/at/ons, laws, or codes aubstantlalty effect JC!'s Services or ob!/geHons, the Customer agrees to negot/efe w/th JCl !or epproprfele changes to the scope or price of the Agreement or both. Proposal (10 -116) by: Tlm LaI fJovember 1, 2010 Page 13 of 13