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<br />J~HNSON
<br />CONTR~LS
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<br />PROPOSAL
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<br />TERMS AND CONDITIONS
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<br />By accepting this proposal, Purchaser agrees to be bound by the following terms and conditions:
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<br />1. SCOPE OF WORK. This proposal is based upon the use of straight time labor only. Plastering, patching and painting are excluded. "In-line" duct
<br />and piping devices, including, but not limited to, valves, dampers, humidifiers, wells, taps, flow meters, orifices, etc., if required hereunder to be
<br />fumished by Johnson, shall be distributed and installed by others under Johnson's supervision but at no additional cost to Johnson. Purchaser
<br />agrees to provide Johnson with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge.
<br />Johnson agrees to keep the job site clean of debris arising out of its own operations. Purchaser shall not back charge Johnson for any costs or
<br />expenses without Johnson's written consent.
<br />Unless specifically noted in the statement of the scope of work or services undertaken by JCI under this agreement, JCI's obligations under this
<br />agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control,
<br />removal, or disposal of environment Hazards or dangerous substances, to include but not limited to asbestos or PCB's, discovered in or on the
<br />premises. Any language or provision of the agreement elsewhere contained which may authorize or empower the Purchaser to change, modify, or
<br />alter the scope of work or services to be performed by JCI shall not operate to compel JCI to perform any work relating to Hazards without JCI's
<br />express written consent.
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<br />2. INVOICING & PAYMENTS. Johnson may invoice Purchaser monthly for all the materials delivered to the job site or to an off-site storage facility
<br />and for all work performed on-site and off-site. Ten percent (10%) of the contract price is for engineering, drafting and other mobilization costs
<br />incurred prior to installation (if applicable). This 10% shall be included in Johnson's initial invoice. Purchaser agrees to pay Johnson the amount
<br />invoiced upon receipt of the invoice. Waivers of lien will be fumished upon request, as the work progresses, to the extent payments are received.
<br />If Johnson's invoice is not paid within 30 days of its issuance, it is delinquent.
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<br />3. MATERIALS. If the materials or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the
<br />control and without fault of Johnson, then in the case of such temporary unavailability, the time for performance of the work shall be extended to
<br />the extent thereof, and in the case of permanent unavailability, Johnson shall (a) be excused from furnishing said materials or equipment, and (b)
<br />be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available
<br />substitute therefor.
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<br />4. WARRANTY. Johnson warrants that the equipment manufactured by it shall be free from defects in material and workmanship arising from normal
<br />usage for a period of one (1) year from delivery of said equipment, or if installed by Johnson, for a period of one (1) year from installation. Johnson
<br />warrants that for equipment furnished and/or installed but not manufactured by Johnson, Johnson will extend the same warranty terms and
<br />conditions which Johnson receives from the manufacturer of said equipment. For equipment installed by Johnson, if Purchaser provides written
<br />notice to Johnson of any such defect within thirty (30) days after the appearance or discovery of such defect, Johnson shall, at its option, repair or
<br />replace the defective equipment. For equipment not installed by Johnson, if Purchaser returns the defective equipment within thirty (30) days after
<br />appearance or discovery of such defect, Johnson shall, at its option, repair or replace the defective equipment and return said equipment to
<br />Purchaser. All transportation charges incurred in connection with the warranty for equipment not installed by Johnson shall be bome by Purchaser.
<br />These warranties do not extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been properly
<br />and reasonably maintained. THESE WARRANTIES ARE IN LIEU OF All OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
<br />NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.
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<br />5. LIABILITY. Johnson shall not be liable for any special, indirect or consequential damages arising in any manner from the equipment or material
<br />fumished or the work performed pursuant to this agreement.
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<br />6. TAXES. The price of this proposal does not include duties, sales, use, excise, or other similar taxes, unless required by federal, state, or local law.
<br />Purchaser shall pay, in addition to the stated price, all taxes not legally required to be paid by Johnson or, altematively, shall provide Johnson with
<br />acceptable tax exemption certificates. Johnson shall provide Purchaser with any tax payment certificate upon request and after completion and
<br />acceptance of the work.
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<br />7. DELAYS. Johnson shall not be liable for any delay in the performance of the work resulting from or attributed to acts or circumstances beyond
<br />Johnson's control, including, but not limited to, acts of God, fire, riots, labor disputes, conditions of the premises, acts or omissions of the
<br />Purchaser, Owner, or other Contractors or delays caused by suppliers or subcontractors of Johnson, etc.
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<br />8. COMPLIANCE WITH LAWS. Johnson shall comply with all applicable federal, state, and local laws and regulations and shall obtain all temporary
<br />licenses and permits required for the prosecution of the work. Licenses and permits of a permanent nature shall be procured and paid for by the
<br />Purchaser.
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<br />9. ATTORNEYS' FEES. Purchaser agrees that he will pay and reimburse Johnson for any and all reasonable attomeys' fees which are incurred by
<br />Johnson in the collection of amounts due and payable hereunder.
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<br />10. INSURANCE. Insurance coverage in excess of Johnson's standard limits will be furnished when requested and required. No credit will be given
<br />or premium paid by Johnson for insurance afforded by others.
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<br />11. INDEMNITY. The parties hereto agree to indemnify each other from any and all liabilities, claims, expenses, losses or damages, including
<br />attomeys' fees, which may arise in connection with the execution of the work herein specified and which are caused, in whole or in part, by the
<br />negligent act or omission of the Indemnifying Party.
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<br />12. OCCUPATIONAL SAFETY AND HEALTH. The Parties hereto agree to notify each other immediately upon becoming aware of an inspection
<br />under, or any alleged violation of, the Occupational Safety and Health Act relating in any way to the project or project site.
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<br />13. ENTIRE AGREEMENT. This proposal, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior
<br />representations or understandings.
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<br />14. CHANGES. No change or modification of any of the terms and conditions stated herein shall be binding upon Johnson unless accepted by
<br />Johnson in writing.
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<br />IMPORTANT: This proposal incorporates by reference the Terms and Conditions on the reverse side
<br />hereof, or attached.
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