195 Limekiln Road New Cumberland, PA 17 Tel (717) 712-1832 JOHNSON CONTROLS - WIRELESS VIDEO SURVEILLANCE SYSTEM INSTALLATION

AGREEMENT
Customer: County of Dauphin, Pennsylvania Customer Address: Dauphin County Administration Building, 2 South 2nd Street, Harrisburg, PA 17101 Customer Premises: Various outside locations and facilities within the County of Dauphin, Pennsylvania; Wireless Video Surveillance System Effective Date: 4-18-13

Customer Telephone Number: 717-780-6337 Customer Representative and Contact Information: Randy Baratucci

717-780-6337

Scope of Agreement. Customer, County of Dauphin, Pennsylvania, has selected and herewith appoints Johnson Controls, Inc. (JCI or Johnson Controls) to provide the systems and perform the services as noted here within. JCI will install the systems and perform the services at the Customers facilities and locations identified above (the Premises). Pursuant to the terms and conditions and additional agreement clarifications of this Agreement, JCI will install or cause to be installed the systems selected below (herein referred to as the Work or the System). A complete list of equipment included with each selected system is identified in Exhibit A Schedule of Installed Equipment. This Security Installation and Services Agreement includes these terms, the General Terms and Conditions and all other parts, exhibits, and schedules which together are incorporated herein and comprise the Agreement Documents. Type of System: Services: Wireless Video Surveillance 1st Year Service Warranty (Labor and Material)

Installation

Pricing and Payment Terms. Customer agrees to pay JCI for the Work performed and the Services provided as set forth below. For Services, JCI shall invoice and Customer shall pay upon receipt of invoice and in advance of performance of the Services. Price for Work Installation and 1st Year Warranty Price TOTAL PRICE for WORK DEPOSIT RECEIVED (due upon execution of agreement): BALANCE (due at following intervals): 45% of Balance Due 30 Days After Commencement of Work OR August 1st 2013 whichever date is later 45% of Balance Due 60 Days After Commencement of Work OR October 1st 2013 whichever date is later 10% of Balance Due 30 Days After Substantial Completion OR November 1st 2013 whichever date is later and after JCI submits required documents except that the reasonable value of uncompleted punch list work may be. $372,000.00 $372,000.00 $186,000.00 $186,000.00 $83,700.00 $83,700.00 $18,600.00

Term. This Agreement is for an original term of 90 days for project installation, and shall begin on the Effective Date identified above (Original Term). The Work will begin on Purchase Order received date , and the parties agree that the Work shall be deemed completed as of the date on which the System is installed and becomes operational. The 1st Year Warranty will begin when beneficial usage by the county begins. Any price adjustments are described in the General Terms and Conditions. Entire Agreement. It is agreed and understood by the parties that this Agreement constitutes the entire agreement between the parties, and supersedes any previous agreements or understandings. There are no agreements, understandings or covenants between the parties of any kind, express or implied, oral or otherwise, pertaining to the Work, the System, or the Services hereunder that have not been set forth or specified herein. This Agreement may not be changed, modified or varied except by a writing signed by an authorized representative from each party. This Agreement shall not become binding on JCI unless signed by an authorized representative of JCI.

JOHNSON CONTROLS, INC. By___________________________ Date_________ Name: Title: ______________________________________

CUSTOMER: ____________________________ By: _______________________ Date _________ Name: Title: ___________________________________

1|Page

195 Limekiln Road New Cumberland, PA 17 Tel (717) 712-1832

1.

General Terms and Conditions Scope of Work, This proposal is based upon the use of straight time labor only. Plastering, patching and painting are excluded. Purchaser agrees to provide Johnson with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge. Johnson agrees to keep the job site clean of debris arising out of its own operations. Purchaser shall not back charge Johnson Controls for any costs or expenses without Johnson's written consent. Unless specifically noted in the statement of the scope of work or services undertaken by JCI under this agreement, JCI's obligations under this agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal, or disposal of environment Hazards or dangerous substances, to include but not be limited to asbestos or PCBS, discovered in or on the premises. Any language or provision of the agreement elsewhere contained which may authorize or empower the Purchaser to change, modify, or 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 express written consent Access and Authorization to perform the Work and Services. Customer shall give JCI access to the Premises during regular business hours and at all other reasonable times for any reason arising out of or in connection with JCI's rights or obligations under this Agreement. If access cannot be provided, JCI's obligations under this Agreement will be suspended until such access to the Premises is provided. Suspension of JCI's duties for this reason will not cancel or suspend any of Customer's obligations under this Agreement. Any tools, documentation, or equipment in the Premises for JCI's convenience in performing JCI's services shall remain JCI's property. JCI retains the right to remove such items at any time during the term, or upon termination of this Agreement. If Customer desires the Work and/or Services to be rendered at a time other than normal business hours, any additional costs (e.g., overtime pay, etc.) will be paid for by Customer at JCI's standard rates. Delay/Interruption. JCI assumes no liability for delay in the performance of Work and/or Services or interruption of the Work and/or Services due to strikes, riots, labor disputes, theft, vandalism, riots, war, unavailability of parts, materials or supplies, floods, fires, acts of God, explosions or other casualties or any other cause beyond the control of JCI including interruptions in telephone and/or internet service. JCI will not be required to supply the Work or perform the Services while interruption of the Work and/or Services due to any such cause shall continue. INDEMNIFICATION. EACH PARTY WILL BE RESPONSIBLE TO THE OTHER ONLY FOR SUCH INJURY, LOSS, OR DAMAGE TO THE EXTENT CAUSED BY THE INTENTIONAL MISCONDUCT OR NEGILIGENT ACTS OR OMISSIONS OF SUCH PARTY. JCI AND CUSTOMER AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OTHER, INCLUDING THEIR OFFICERS, AGENTS, DIRECTORS, AND EMPLOYEES, FROM ANY AND ALL CLAIMS, DEMANDS, OR SUITS OF ANY KIND, INCLUDING ALL LEGAL COSTS AND ATTORNEYS FEES, RESULTING FROM THE INTENTIONAL MISCONDUCT OF THEIR EMPLOYEES OR ANY NEGLIGENT ACT OR OMISSION BY THEIR EMPLOYEES OR AGENTS. THE OBLIGATIONS OF JCI AND CUSTOMER ARE FURTHER SUBJECT TO THE LIMITATION OF LIABILITY INCLUDED HEREIN. Parties hereto agree to indemnify each other from any and all liabilities, claims, expenses, losses or damages, including attorneys' 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 negligent act or omission of the-indemnifying Party. LIMITATION OF LIABILITY. NEITHER JCI NOR THE CUSTOMER WILL BE RESPONSIBLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE RESPONSIBLE TO THE OTHER FOR DAMAGE, LOSS, INJURY OR DELAY CAUSED BY CONDITIONS THAT ARE BEYOND THE REASONABLE CONTROL, AND WITHOUT THE INTENTIONAL MISCONDUCT OR NEGLIGENCE, OF THAT PARTY. SUCH CONDITIONS INCLUDE, BUT ARE NOT LIMITED TO: (A) ACTS OF GOD; (B) ACTS OF GOVERNMENT AGENCIES; (C) STRIKES; (D) LABOR DISPUTES; (E) FIRE; (F) EXPLOSIONS OR CASUALTIES; (G) THEFTS; (H) VANDALISM; (I) RIOTS OR WAR; (J) TERRORISM; AND (J) UNAVAILABLITY OF PARTS, MATERIALS, OR SUPPLIES. IN NO EVENT SHALL THE INDEMINIFICATION OBLIGATION EXCEED THE CONTRACT AMOUNT OR THE AMOUNT OF INSURANCE REQUIRED BY THIS AGREEMENT, WHICHEVER IS GREATER. CUSTOMER UNDERSTANDS THAT JCI IS NOT AN INSURER REGARDING THE WORK OR THE SERVICES. JCI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM FIRE SAFETY OR SECURITY EQUIPMENT THAT FAILS TO PERFORM PROPERLY OR FAILS TO PREVENT A CASUALTY OR LOSS. WARRANTY. JCI warrants that the Work provided and the Services performed shall be as specified herein and, if applicable, in accordance with the manufacturer's specifications. JCI warrants that the Work and Services shall be free from defects in material and workmanship, not inherent in the quality required or permitted, for a period of one (1) year from the date the Work is completed or the Services are performed. Upon written notice from Customer, JCI shall, at its option, repair or replace any defective Work or Services. These warranties do not extend to any Work or Services that has been misused, altered or repaired by Customer or third parties without the supervision of and prior written approval of JCI, or if JCI serial numbers or warranty decals have been removed or altered. Customer must provide prompt written notice to JCI of any failure of a System. All replaced Systems or parts become JCI's property. This warranty is not assignable. If JCI installs a System under this Agreement, and that System, or any part thereof is covered by a warranty from the manufacturer, JCI will transfer the benefits of that manufacturer's warranty to Customer, if (i) permitted pursuant to the terms of the warranty, and (ii) this Agreement with Customer terminates before the System manufacturer's warranty expires. JCI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES - EITHER EXPRESS OR IMPLIED - AS TO ANY

2.

3.

4.

5.

6.

2|Page

195 Limekiln Road New Cumberland, PA 17 Tel (717) 712-1832

MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE CONDITION OF THE SYSTEM, ITS MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED. 7. 8. 9. Service Provider. Customer acknowledges and agrees that except to the extent JCI may perform Work, JCI shall be considered a service provider and not a merchant or a vendor of goods. Permits and taxes. Customer agrees to obtain all licenses and permits and to pay all taxes, fines and assessments, including sales taxes associated with the Work and/or Services. Increase in Taxes or Utility Charges. All prices/charges set forth herein are based upon existing taxes and utility charges, and Customer agrees to pay any additional or increased taxes or utility charges imposed by a utility or government agency relating to the Work (including the System) or the Services. JCI reserves the right to have the telephone company bill Customer directly for any telephone charges necessary to provide the Services

10. System Tampering. Customer agrees not to tamper with, alter, adjust, add to, disturb, injure or remove or otherwise interfere with an installed System (including any software), nor to permit the same to be done, and Customer shall be responsible for the System during the term of this Agreement. It is further agreed that the System shall remain in the same location as installed and any removal or disturbance thereof (resulting from painting, altering, or remodeling fixtures or any changes whatsoever) necessitating any work by way of repair, relocation or otherwise, shall be paid for by Customer in accordance with standard JCI prices in addition to all other charges mentioned herein. 11. Communications Media. Customer acknowledges that the System may transmit signals over standard telephone lines and/or the internet, LANs, WANs and other wireless networks, and that these modes of transmission may be interrupted, circumvented or compromised, in which case no signal can be transmitted. 12. System Damage. Should any part of the System be damaged by fire, water, acts of God, attempted or actual unauthorized repair service, misuse, abuse or modification, or any other cause beyond the control of JCI, any repairs or replacement shall be paid for by Customer. In no event shall JCI be responsible to Customer or any third party for any damage or loss to any real or personal property arising out of JCI'S obligation to repair or service the System. 13. Exclusions - JCI's services under this Agreement do not include: a) supplies, accessories, or any items normally consumed during the use of Equipment b) calls resulting from lack of operator-level preventive maintenance, site related problems, or operator error; c) service calls due to failure resulting from acts of God, abuse or misuse of equipment, or alterations, modifications, or repair to equipment not performed or provided by JCI; d) the furnishing of materials and supplies for painting or refinishing equipment; e) electrical work to the Customer's facility necessary because of equipment; f) service calls resulting from attachments made to Covered Equipment or other equipment not covered by this Agreement; g) the repair or replacement of the following if not normally replaced or maintained on a scheduled basis: wire in conduit or the like, buried cable/transmission lines; h) service calls resulting from the effects of erosion, corrosion, acid cleaning, or damage from unexpected or especially severe freezing weather that is beyond what is prevented by JCI's normal maintenance; i) work caused by any operation of, adjustments to, or repair to, Equipment by others not authorized in advance by JCI; j) work caused by the negligence of others, including but not limited to equipment operators and water treatment companies; and k) service calls due to failures caused by improper environmental conditions affecting equipment or electrical power fluctuations, and wireless transmission, if due to conditions beyond JCI's control, and service calls required because JCI had previously been denied access to the equipment. 14. Default, Suspension, Termination. In the event that Customer fails to comply with any of the terms of this Agreement or in the event Customer wrongfully terminates this Agreement (events constituting a Default for purposes of this Agreement), any remaining unpaid amounts owing hereunder are immediately due and payable within 30 days from the date of such Default. In the event of a Customer Default, JCI shall have the right to exercise any one or more of the following remedies: (i) to sue for and recover all monies owing and other payments then accrued, or thereafter accruing or declared to be due and payable; (ii) to terminate this Agreement; or (iii) to pursue any other remedy at law or in equity. Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to the respective successors and assignees of Customer. All such remedies are cumulative, and may be exercised concurrently or separately. Customer shall be liable for all fees, costs or expenses JCI may incur in connection with the enforcement of any of its remedies herein, including without limitation, reasonable attorney fees, collection agency fees or court costs incurred by JCI. This Agreement may be terminated or suspended at the convenience of JCI without liability or penalty by delivering to Customer written notice of such termination or suspension ten (10) days prior to the effective date of such termination or suspension. 15. Changes to Customer Equipment The Customer retains the right to make changes or alterations to its equipment, provided that if, in JCIs sole opinion, such changes or alterations substantially affect JCIs Services or obligations herein, JCI shall have the right to make appropriate changes to the scope or price of this Agreement or to both. Customer shall pay for all changes, including any increase in the Services Price, which result from any Customer directed alteration, remodeling, repair or other change to the Premises.

3|Page

195 Limekiln Road New Cumberland, PA 17 Tel (717) 712-1832

16. Hazardous Materials. JCI's Work or Services under this Agreement exclude anything connected or associated with asbestos or hazardous materials. JCI shall not be required to perform any identification, abatement, cleanup, control, or removal of asbestos or hazardous materials. The Customer represents that, to the best of the Customer's knowledge, there is no asbestos or hazardous material in the Customer's building that will in any way affect JCI's Work or Services. Should JCI become aware of or suspect the presence of asbestos or hazardous materials, JCI shall have the right to stop work in the affected area immediately and notify the Customer. The Customer will be responsible for doing whatever is necessary to correct the condition in accordance with all applicable statutes and regulations. The Customer agrees to assume responsibility for any claims arising out of or relating to the presence of asbestos or hazardous materials in the Customer's facilities associated with this Agreement. Asbestos-Containing Materials: Neither Customer nor JCI desires to or is licensed to undertake direct obligations relating to the identification, abatement, cleanup, control, removal, or disposal of asbestos-containing materials (ACM). Consistent with applicable laws, Customer shall supply JCI with any information in its possession relating to the presence of ACM at any of its facilities where JCI undertakes any Work or Services that may result in the disturbance of ACM. It is JCIs policy to seek certification for facilities constructed prior to 1982 that no ACM is present, and Customer shall provide such certification for buildings it owns, or aid JCI in receiving such certification from facility owners in the case of buildings that it does not own, if JCI will undertake Work or Services in the facility that could disturb ACM. If either Customer or JCI becomes aware of or suspects the presence of ACM that may be disturbed by JCIs Work or Services, it shall immediately stop the Work or Services in the affected area and notify the others contacts. As between Customer and JCI, Customer shall be responsible at its sole expense for addressing the potential for or the presence of ACM in conformance with all applicable laws and addressing the impact of its disturbance before JCI continues with its Work or Services, unless JCI had actual knowledge that ACM was present and acted in disregard of that knowledge, in which case (i) JCI shall be responsible at its sole expense for remediating areas impacted by the disturbance of the ACM, and (ii) Customer shall resume its responsibilities for the ACM after JCIs remediation has been completed. Other Hazardous Materials: JCI shall be responsible for removing or disposing of any Hazardous Materials that it uses in providing Work or Services (JCI Hazardous Materials) and for the remediation of any areas impacted by the release of JCI Hazardous Materials. For other Hazardous Materials that may be otherwise present at its facilities (Non-JCI Hazardous Materials), Customer shall supply JCI with any information in its possession relating to the presence of such materials if their presence may affect JCIs performance of the Work or Services. If either Customer or JCI becomes aware of or suspects the presence of Non-JCI Hazardous Materials that may interfere with JCIs Work or Services, it shall immediately stop the Work or Services in the affected area and notify the others contacts. As between Customer and JCI, Customer shall be responsible at its sole expense for removing and disposing of Non-JCI Hazardous Materials from it facilities and the remediation of any areas impacted by the release of the Non-JCI Hazardous Materials, unless JCI had actual knowledge that Non-JCI Hazardous Materials were present and acted in disregard of that knowledge, in which case (i) JCI shall be responsible at its sole expense for the remediation of any areas impacted by its release of such Hazardous Materials, and (ii) Customer shall remain responsible at its sole expense for the removal of Hazardous Materials that have not been released and for releases not resulting from JCIs performance of the Work or Services. Environmental Indemnity: Notwithstanding any other provision of the Subcontract, and to the fullest extent permitted by law, Customer shall indemnify and hold harmless the Subcontractor and Subcontractors subcontractors, and their respective directors, officers, employees, agents, representatives, successors and assigns from and against any and all losses, costs, damages, expenses (including reasonable legal fees and costs of defense), claims, causes of action or liability, directly or indirectly, relating to or arising from the Contractors use, or the storage, release, discharge, handling or presence of ACM, mold (actual or alleged and regardless of the cause of such condition) or Non-Subcontractor Hazardous Materials on, under or about the facility, or the noncompliance with this Section. 17. JCI's Employees. Customer acknowledges that JCI's employees are a valuable asset to JCI. Customer agrees to pay JCI an amount equal to twelve (12) months of salary for each JCI employee who worked at Customer's facility who is then hired by Customer at any time during the term of this Agreement and for sixty (60) days thereafter. In addition, Customer agrees to reimburse JCI for all costs associated with any training JCI provided to such employees during the three years before the date Customer hires such employees. 18. Assignment. and Subcontracting This Agreement may not be assigned by Customer. JCI shall have the right to assign this Agreement to any other person, firm or corporation but only with the express consent of Customer. JCI shall also have the right, in its sole discretion and upon written notice to Customer, to subcontract any Work and/or Services, including, installation, monitoring, repair or other services which it may be required to perform herein. Customer acknowledges that this Agreement, and particularly those paragraphs relating to JCI s limitation of liability, damages, and indemnification, inure to the benefit of and are applicable to any assignees and or subcontractors of JCI, and that they bind Customer with respect to said assignees or subcontractors with the same force and effect as they bind Customer to JCI. 19. Applicable law/Severability. This Agreement shall be governed by the laws of the State where the Customers Premises is located. In case one or more of the provision contained in the Agreement Document should be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. 20. Notices; Limitation on Lawsuits; Jury Trial. Unless otherwise indicated, all notices must be in writing by personal delivery, mail, or facsimile transmission at the respective addresses of JCI and Customer set forth in this Agreement. CUSTOMER MUST BRING ANY CLAIM AGAINST JCI WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE. IF CUSTOMER DOES NOT, CUSTOMER WILL HAVE IRREVOCABLY WAIVED ITS RIGHT TO SUE JCI AND/OR INSTITUTE OTHER PROCEEDINGS, AND JCI SHALL HAVE NO LIABILITY TO CUSTOMER FOR SUCH CLAIM. TIME IS OF THE ESSENCE RELATIVE TO CUSTOMER PURSUING ANY SUCH CLAIM. THE PROVISIONS OF THIS AGREEMENT WHICH APPLY TO ANY CLAIM SHALL

4|Page

195 Limekiln Road New Cumberland, PA 17 Tel (717) 712-1832

REMAIN IN EFFECT EVEN AFTER THE AGREEMENT IS TERMINATED. RIGHT TO A JURY TRIAL JCI AND CUSTOMER EACH WAIVE THEIR

21. Invoicing and Payments. Johnson Controls will invoice Customer Purchaser for all materials delivered to the job site or to an off-site storage facility and for all work performed on-site and off-site as noted above in Pricing and Payment Terms. Customer Purchaser shall pay Johnson Controls at the time purchaser signs this agreement an advance payment equal to 50% of the contract price, which advance payment shall be credited against the final payment (but not any progress payment) due hereunder, and Customer Purchaser agrees to pay Johnson Controls additional amounts invoiced upon receipt of the invoice per the balance schedule listed above. Waivers of lien will be furnished upon request, as the work progresses, to the extent payments are received. If Johnson's invoice is not paid within 30 days of its issuance, it is delinquent. Payment Terms are Net Cash 30 Days from Invoice Date for all Balance invoices. 22. Materials, If the materials or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of Johnson Controls, then in the case of such temporary unavailability, the time for performance of the work shall be extended to the extent thereof, and in the case of permanent unavailability, Johnson Controls shall (a) be excused from furnishing said materials or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available substitute therefore. 23. Warranty, Johnson Controls warrants that the equipment manufactured by it shall be free from defects in material and workmanship arising from normal 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 Controls warrants that for equipment furnished and/or installed, but not manufactured by Johnson Controls, Johnson Controls will extend the same warranty terms and conditions which Johnson receives from the manufacturer of said equipment. For equipment installed by Johnson Controls, if Purchaser provides written notice to Johnson Controls of any such defect within thirty (30) days after the appearance or discovery of such defect, Johnson Controls shall, at its option, repair or replace the defective equipment. For equipment not installed by Johnson Controls, if Purchaser returns the defective equipment to Johnson Controls within thirty (30) days after appearance or discovery of such defect, Johnson Controls shall, at its option, repair or replace the defective equipment and return said equipment to Purchaser. All transportation charges incurred in connection with the warranty for equipment not installed by Johnson shall be borne by Purchaser. These warranties do not extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been properly and reasonably maintained. Johnson Controls warrants the equipment installation for a period of one (1) year from substantial completion. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. 24. Liability,. Johnson shall not be liable for any special, indirect or consequential damages arising in any manner from the equipment or material furnished or the work performed pursuant to this agreement. 25. 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. Purchaser shall pay, in addition to the stated price, all taxes not legally required to be paid by Johnson or, alternatively, shall provide Johnson with acceptable tax exemption certificates. Johnson shall provide Purchaser with any tax payment certificate upon request and after completion and acceptance of the work. 26. Delays, Johnson shall not be liable for any delay in the performance of the work resulting from or attributed to acts or circumstances beyond Johnson's control, including, but not limited to, acts of God, fire, riots, labor disputes, conditions of the premises, acts or omissions of the Purchaser, Owner, or other Contractors or delays caused by suppliers or subcontractors of Johnson, etc. 27. Compliance with Laws, Johnson shall comply with all applicable federal, state and local laws and regulations and shall obtain all temporary 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 Purchaser. 28. Disputes, All disputes involving more than $15,000 shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The prevailing party shall recover all legal costs and attorney's fees incurred as a result. Nothing here shall limit any rights under construction lien laws. 29. Insurance, Insurance coverage in excess of Johnson's standard limits will be furnished when requested and required. No credit will be given or premium paid by Johnson for insurance afforded by others. 30. Occupational Safety and Health, The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act relating in any way to the project or project site. Johnson Controls and the County of Dauphin shall take reasonable safety precautions with respect to performance of this Agreement, shall comply with safety measures initiated by the County of Dauphin and with applicable laws, ordinances, rules, regulations and orders of public authorities for the safety of persons and property in accordance with the requirements of the Agreement. The Johnson Controls shall report to the County of Dauphin, within three days any injury to any employee or agent of Johnson Controls which occurred at the Site. 31. Entire Agreement, This proposal, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior representations or understandings.
32. Changes, No change or modification of any of the terms and conditions stated herein shall be binding upon Johnson Controls unless

accepted by Johnson Controls in writing.

5|Page

195 Limekiln Road New Cumberland, PA 17 Tel (717) 712-1832

33. Changes to the Work, County of Dauphin shall have the right, within the general scope of the work, to make changes in the work,

either by altering the nature of the same or by adding to or deducting from it. All changes shall be made by written change order. Johnson Controls will comply with all written change orders. No such change shall be deemed to invalidate the Agreement. If any change ordered by the Dauphin County causes an increase or decrease in the cost or time required for performance of the work, Johnson Controls shall make an equitable adjustment in the contract price or time of performance or both. All claims of Johnson Controls for such adjustment shall be made prior to Johnson Controls commencement of performance of the changes on which they are based. Upon completion of the change order, Johnson Controls shall be paid in full within 30 days of completion of the change order. No retention shall be withheld by the County of Dauphin for the change order. If the County of Dauphin disputes the change in the contract price or time of performance or both as a result of the change order, the County of Dauphin or Johnson Controls may initiate arbitration proceedings to resolve the dispute. Additional Agreement Clarifications 1. With the exception of price for work, for which page 1 of this Agreement specifically defines, The County of Dauphin, Pennsylvania and Johnson Control shall enter into this agreement consistent with the RFP response submitted by Johnson Controls on February 15, 2013, and the Best and Final response submitted March 20, 2013. The following shall be part of this agreement: a. Exclusions and Clarifications: 1) $100,000 performance bond included 2) Security for installation areas is not included; shall be furnished by the County of Dauphin as required 3) Taxes not included 4) Additional changes to the scope of work, schedule, cost, or any other requirements, not included in the original RFP response and agreement scope of work, will require a change order to the contract. 5) Permit applications and fees are excluded 6) Where required by customer, the customer/owner will provide access to secure areas and equipment 7) As part of the installation agreement, all new equipment installed by Johnson Controls, and labor, shall be covered under warranty for the 1st year immediately upon substantial completion and beneficial use 8) Battery Backup provided at camera locations only 9) Includes installation of one 55 foot high camera pole. If additional poles are required, they will be provided at additional cost to the county, inclusive of engineering and labor as required 10) Acts of God and vandalism are excluded from any warranty coverage 11) Software upgrades will be performed under any separate service agreement 12) Remote monitoring for system conditions listed in the RFP will be performed by email notification to County personnel 13) Street lighting, and street lighting improvements, are excluded 14) Tree pruning and/or removal is excluded 15) Battery backup will not be provided for non-camera transmission locations 16) The AXIS model Q6035-E cameras will be equipped with an onboard storage device that will allow for 2 hours of recording to be stored at the camera location in the event of power loss. 17) Roof penetrations are not included 18) All required core drilling, sleeves and fire stopping is to be by others, and not included. Fire stopping will be done for any work performed by JCI 19) MIMO licenses included 20) No liquidated damages shall be levied. JCI will not be held responsible for any project delay caused directly or indirectly by others, or events out of our control 21) Reasonable accommodations will be made to complete work during non peak traffic times 22) Camera relocations are excluded from this proposal. 23) AC power connections are included, with the assumption, and only to the extent, that AC power is available at all camera locations 24) UPS backup power and rack equipment at the Dauphin County Government Center shall be provided by others; not included. 25) The ability to perform video synopsis on cameras from local businesses not part of this agreement depends on a large number of variables, and cannot be guaranteed to operate in all cases. 26) Acts of vandalism are excluded 27) Customer acknowledges that the proposed system transmits over a wireless network, and this mode of transmission may be interrupted, circumvented, or compromised, in which case the no signal can be transmitted 28) No insurance coverage for vandalism is included in this proposal

6|Page