HomeMy WebLinkAbout2013-051 AMS - Siemens Industry Inc for Technical Support Services $27,720 g z;,
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[Departmental Use Only]
TITLE HVAC Maintenance
FY 2012-13
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
ORANGE COUNTY
This Services Agreement (herinafter "Agreement"), made and entered into this 15th day of
August, 2012, ("Effective Date") by and between Orange County,North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County") and Siemens Industry,
Inc., (hereinafter,the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): Maintenance, diagnostics, repair and training related to
digital controls for HVAC systems at several County buildings, per the attached
"Orange County - Siemens Building Energy Management System - Technical
Support Program" from Siemens Industry, Inc., dated February 22, 2012.
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
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performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions, in the performance of the
Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities, mistakes or conflicts at no additional cost to the County.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor,any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) Provider agrees that Provider, its employees, agents and its subcontractors, if any,
shall be required to comply with all federal, state and local antidiscrimination
laws, regulations and policies that relate to the performance of Provider's services
under this Agreement.
vi) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active,and not in a state of suspension or revocation.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): see attached proposal from Siemens Industry,
Inc., dated February 22, 2012 incorporated by reference as Attachment A.
4. Duration of Services
a. Term. The term of this Agreement shall be from 07/01/2012 to 06/30/2013.
b. Scheduling of Services.
i) The Provider shall schedule and perform his activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary, to perform his services in
accordance with the approved project schedule at no additional cost to the
County.
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iii) The Commencement Date for the Provider's Basic Services shall be 07/01/2012.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement
except for any authorized Reimbursable Expenses which are defined herein. The
maximum amount payable for Basic Services shall not exceed twenty-seven thousand,
seven hundred and twenty Dollars ($27,720). Payment for Basic Services shall become
due and payable within thirty(30)days of Provider properly invoicing County. Payment
shall be subject to provisions of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Wayne Fenton, Asset
Management Services) to act as the County's representative with respect to the Project
and shall have the authority to render decisions within guidelines established by the
County Manager and/or the County Board of Commissioners and shall be available
during working hours as often as may be reasonably required to render decisions and to
furnish information.
7. Insurance
a. General Requirements. The Provider shall purchase and maintain and shall cause each
of his subcontractors to purchase and maintain, during the period of performance of this
Agreement:
i) Worker's Compensation Insurance for protection from claims under workers' or
workmen's compensation acts;
ii) Comprehensive General Liability Insurance covering claims arising out of or
relating to bodily injury, including bodily injury, sickness, disease or death of any
of the Provider's employees or any other person and to real and personal property
including loss of use resulting thereof,
iii) Comprehensive Automobile Liability Insurance, including hired and non-owned
vehicles, if any, covering personal injury or death, and property damage; and
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iv) Professional Liability Insurance, covering personal injury, bodily injury and
property damage and claims arising out of or related to the performance under this
Agreement by the Provider or his agents,Providers and employees.
b. Insurance Rating. The minimum insurance rating for any company insuring the Provider
shall be Best's A. If the Provider does not meet the insurance requirements, the County's
Risk Manager must be consulted prior to finalizing this Agreement.
C. Limits of Coverage. Minimum limits of insurance coverage shall be as follows:
INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE
• Worker's Compensation Limits for Coverage A - Statutory State of N.C.
Coverage B -Employers Liability
$500,000 each accident and policy limit and disease each
employee
• Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate.
• Automobile Liability Combined Single Limit$500,000
• Professional Liability NOTE: Insert coverage limits required by Risk Manaever ma if
applicable.
N/A
d. Additional Insured. All insurance policies (with the exception of Worker's
Compensation and Professional Liability) required under this Agreement shall name the
County as an additional insured party. Evidence of such insurance shall be furnished to
the County, together with evidence that each policy provides the County with not less
than thirty (30) days prior written notice of any cancellation, non-renewal or reduction
of coverage.
8. Indemnity
a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County
from all loss, liability, claims or expense, including attorney's fees, arising out of or
related to the Project and arising from bodily injury including death or property damage
to any person or persons caused in whole or in part by the negligence or misconduct of
the Provider except to the extent same are caused by the negligence or willful
misconduct of the County. It is the intent of this provision to require the Provider to
indemnify the County to the fullest extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
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10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated by
either party as provided in Attachment A.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina.
c. Dispute Resolution. The Parties agree that jurisdiction and venue for any matter arising
out of or pertaining to this Agreement shall be proper only in the state and federal courts
located in Orange County and the Middle District of the State of North Carolina, United
States of America, and the Parties hereby consent to such jurisdiction and venue. The
Parties may agree to nonbinding mediation of any dispute prior to the bringing of such
suit or action.
d. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
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5
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
e. Severabilily. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
f. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of
County's obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability and non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
County's authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County's legal authority.
h. Public Records. Provider acknowledges that this Agreement and any documents,
memorandum, data, reports, analyses, compilations, records, pricing and evaluation of
all or any portion of the transactions contemplated by this Agreement may be deemed
public records and subject to disclosure, in whole or in part, pursuant to the North
Carolina Public Records Law. County will provide Provider with prompt notice of any
intended disclosures or requests for disclosure pursuant to the North Carolina Public
Records Law and an appropriate opportunity to seek protection of the Provider's
confidential and proprietary information consistent with all applicable laws and
regulations. In the event Provider objects to the disclosure of any information,Tutor.com
agrees to indemnify and hold harmless the County from all loss, liability, claims or
expense, including attorney's fees, arising out of or related to the County's failure to
disclosure the records requested.
i. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
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Orange County Provider's Name
Attention:Wayne Fenton, Asset Mgt Svcs Siemens Industry, Inc.
P.O. Box 8181 215 Southport Drive, Ste 900
Hillsborough,NC 27278 Morrisville,NC 27560
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER: Siemens Industry,Inc.
awt) By: &a, r�� i!'i51i2 By: �'.
Frank Clifton, Count anager Printed Name and Title
Q 4Abe ��
This instrument has been approved as to technical content.
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,rct —, ►�s�', Department Director
This instrument has been pre-audited in the manner required by the Local Government Budget
and/Fiscal Control Act. A
Office of the Finance Director
This instrument has been approved as to form and legal sufficiency.
O ice of the County Attorney
Revised July 2010
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Advantage Services'
Orange County—Siemens Building Energy Management System-Technical Support Program
February 22,2012
SIEMENS
V 1 �j1\
Table of Contents
` t
* 1 Overview 2
1.1 Executive Summary 2
(- 1.2 Siemens Capabilities&Commitment to Our Customers 3
r
1.3 Quality Assurance 3
2 Service Solution 4
2.1 Service Team 4
2.2 Building Automation System Services 5
This service agreement
has been specifically 2.4 General Services 13
developed to support your
unique facilities. 3 Maintained Equipment Tables 15
3.1 List of Maintained Automation Equipment 15
4 Siemens Industry, Inc. 18
4.1 Signature Page and Investment 18
4.2 Terms And Conditions 19
Appendix A. Discounted Labor&Material Pricing 23
Siemens Industry, Inc. February 22,2012 Page 1
— — — —
. .
1 Overview
1.1 Executive Summary
Orange County has made a significant investment in its facilities and the complex
technical building automation systems which are critical to productive operations.
This proposed service solution, our Service Agreement, will proactively serve to
protect that substantial investment through a program of planned service tasks by
our trained technical staff.
This Service Agreement has been specifically developed to support your unique
facilities,and the services provided herein will help you in achieving your goals.
A summary of the service program developed by Orange County and Siemens is listed
below:
Building Automation System Services
• Factory System Maintenance&Energy Optimization Program
• Public Works'Siemens Database Server
• Richard L. VVhitted Human Services Center
• Office Building
• Library
• Animal Services Center
• Justice Facility
• Apogee Insight Software Updates—Server&Client
• Online/Remote System Support&Diagnostics
• Onsi1e Operator Training Program—Quarterly 4 Hour Sessions
• Classroom Training with Hands-On Labs-2 Class Seats
• Onsite Energy Management/Building Automation Specialist Flextime
General Services
• Priority Based Emergency Phone&Online Response 24/7/365
• Priority Based Emergency Onsite Response Z4/7/365
• Dedicated Service Program Manager&Service Technician Team
• Service Program Log Book Q Written Reports of All Services Performed
• Service Program Labor Discount Up to 2U96 off Standard Rates
• Service Program Material Discount'Additional JO%off Siemens List
Siemens Industry, Inc. February 22.2O12 Page
1.2 Siemens Capabilities &
Commitment to Our Customers
Siemens Industry, Inc. Building Technologies Division is the leading single-source
provider of cost-effective facility performance solutions for the comfort, life safety,
security, energy efficiency and operation of some of the most technically advanced
buildings in the world.
Siemens is pleased to offer this proposal for technical support services to your facility.
For more than 150 years, Siemens has built a culture of long-term commitment to
customers through innovation and technology.
We are confident that we have the capabilities to meet your critical facility needs
today and in the future,and we look forward to the opportunity to serve you.
1.3 Quality Assurance
At Siemens Industry, Inc., we are dedicated to customer satisfaction. To achieve
this, we have a quality assurance process, which enables you to assess your
service program.
Through implementation of our Quality Assurance Best Practices, we ensure that
our delivered services are of the highest quality.
Our Quality Assurance Manager will meet with you regularly, at your
convenience, to discuss our performance and your satisfaction with the quality of
service that is being provided under your program.
Siemens Industry, Inc. February 22,2012 Page 3
2 Service Solution
2.1 Service Team
An important benefit of your Service Agreement derives from having the trained
service personnel of Siemens familiar with your building systems. Our
implementation team of local experts provides thorough, reliable service and
scheduling for the support of your system.
The following list outlines the service team that will be assigned to the service
agreement for your facility.
Orange County's Assigned Team of Service Professionals will include:
Randy Veno,Service Program Manager, is responsible for ensuring that our
contractual obligations are delivered,your expectations are being met and you are
satisfied with the delivery of our services.
Neal Smith, Primary Building Automation Specialist is responsible for performing
the ongoing service of your building automation system.
Greg Welch is your Secondary Building Automation Specialist.Greg will be
familiarized with your system to provide assistance in two man task and in-depth
backup coverage.
Will Tattersall,Service Sales Account Executive manages the overall strategic
service plan based upon your current and future service requirements.
Craig Martin,Service Operations Manager is responsible for managing the
delivery of your entire support program and service requirements.
Customer Response Center
Emergency Phone/Online Response—Normal Business Hours=Service
Team Leader.After Hours= Siemens Emergency Response Center
Siemens Help Line: 1-866-728-7678
Randy Veno is responsible for scheduling your preventive maintenance visits,
and handling your emergency situations by taking the appropriate action.
Randy Veno or Mary Beth Davis can assist with all service invoicing including
your Technical Support Program and Time and Material projects.
Siemens Industry, Inc. February 22, 2012 Page 4
2,2 BUILDING AUTOMATION SYSTEM SERVICES
2.2.1 Factory System Optimization/Maintenance Program
The services listed below will be performed annually on all building
automation system components shown in the List of Maintained Automation
Equipment unless otherwise directed by Orange County.
Automation Controls Analysis&Optimization:Automation controls can drift out of
calibration with changes in mechanical component performance characteristics,
building use,and climatic conditions. Through this service we will extend equipment
life, reduce energy consumption,and reduce the risk of costly and disruptive
breakdowns. Siemens will provide preventive maintenance in accordance with a
program of routines as determined by our experience,equipment application and
location. The list of field panels and/or devices included under this service are
identified in the List of Maintained Equipment in this proposal.
Software Analysis&Optimization:Through Software Analysis&Optimization,
Siemens will help ensure that the HVAC Control System is operating properly to
minimize any software problems that would negatively impact system performance.
We will address any programming errors,failed points, points in alarm, unresolved
points or points in operator priority, both at the front end workstation and at the field
panel. This will increase system efficiency,assure compliance to specified conditions,
and reduce the risk of costly and disruptive system problems. We will perform this
service using onsite visits and I or remote services(if applicable).
Control Loop Analysis&Optimization:Control loops by their nature drift out of
calibration with changes in mechanical efficiency, building use,and climatic
conditions. Through this service Siemens will ensure control loops for devices such
as valves, dampers,actuators,etc.,experience minimized overshooting and
oscillatory behavior. You will benefit from a more comfortable and productive
environment and lower energy consumption through more efficient equipment
usage.
Network Analysis&Optimization:Through Network Analysis&Optimization,we
ensure reliable and optimized communication throughout your HVAC Control
System's Building Level Network of field panels.The benefit will be increased data
network up-time and faster problem resolution. Using SIEMENS Network
Performance Diagnostic Technologies, our proactive calibration and tuning of the
data network analyzes variables impacting network performance, including node
tables,token passes, and turn speed, change of values over the network, unresolved
points, and overall operation.
Siemens Industry, Inc. February 22, 2012 Page 5
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.
Controller Analysis&Optimization:Through Controller Analysis&Optimization,
we ensure reliable and optimized performance of your Terminal Equipment
Controllers throughout your HVAC system. You will realize omore comfortable and
productive environment and will benefit from lower energy consumption through
more efficient equipment usage. Unitary and Terminal equipment can by their nature
under perform due to a number of reasons; mechanical, electrical, control settings,
building use and climatic conditions. Through the use of the Controller Analysis
Program ({AP)and/or other tools we can pinpoint which systems have possible air
flow or temperature control problems. Reports are generated on those terminal
equipment controllers,which can then bo investigated and resolved. The equipment
to be included as part of this service is listed in the List of Maintained Equipment in
this proposal.
Business Protection&&Recovery Services—System Backup:Through this service
we help protect your H\AC [nntvm| System's vital databases of business
information from unforeseen and costly catastrophic events (lightning strike,
electrical power surge' hand drive or controller teUuve' flood, physical damage'
etc]. Siemens will perform scheduled database back-ups of your Insight
workstation database & graphics and field panel databases and provide safe
storage of this critical business information. Should a catastrophic event occur'
we can respond onsite (or online if such service is included in this proposal) 0o
reload the databases and system files from our stored backup copy' to restore
your operation as soon as possible ona time and material basis.
Siemens Industry, Inc. February 22.2012 Page
.
2.2.2 Software Updates
Software Updates. Through this service,you will benefit from new features and
enhancements that will improve building operations,take advantage of the latest
version changes,while extending the life of your APOGEE investment. Siemens will
provide you with software and documentation updates to your existing APOGEE
software annually. Included igonsite training Ln familiarize you with the new
features and their associated benefits. These updates deliver the benefits of Siemens'
commitment to compatibility by design,a commitment unique in our industry.
APOGEE workstations covered under this service are itemized in the List of
Maintained Equipment.
Upgrades to PC's and related workstation haodwareaveexduded.
Under this agreement vwe shall include updates for(1)one Apogee Insight
Advanced Server License and add(%)one Apogee Insight Advanced Client
License.
Siemens Industry, Inc. February 23.2O12 Page
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2.2.3 Online/ Remote System Support& Diagnostics
Online /Remote System Support&Diagnostics.Monday through Friday:8:8OAM'
5:OOPM System and software troubleshooting and diagnostics will be provided
remotely through the online support service(up to 8 hours)to enable faster response
to emergency service requests and to reduce the costs and disruptions ofdowntime.
Siemens will respond,Monday through Friday,during the hours of 8:00 AM—5:00
PM, excluding Holidays, upon receiving notification of an emergency,as determined
by your staff and Siemens.
if remote diagnostics determine a site visit is required to resolve the problem,a
technician can be dispatched. C`nsite dispatch will be billable per our current time
and material policy(see Appendix A).
Siemens Industry, Inc. February 22.2O12 Page 8
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2.2/4 Onsite Operator Training Program
Through our individual Building Automation Operator Coaching, we will review and
reinforce learned sW||s~ leading to greater operator knowledge and productivity.
Siemens will assist your operators in identifying' verifying and resolving problems
found in executing tasks. During the coaching sessions, we can address log book
issues' assist your operators in becoming more self sufficient, and improve the skills
of your operators to better meet the needs of your facility and their specific job
responsibilities.The use of this time will be for coaching unless otherwise directed by
owner. Coaching will promote better utilization ofH\ACControl System applications
implemented in your facility.
Siemens has included 4 x 4 Hour Sessions
Siemens service program manager will prepare m planned curriculum and maintain o
scheduled program for the duration of the service program.
Siemens Industry, Inc. February 22.2O12 Page
2.2.5 Classroom Training with Hands-On Labs
Your Service Account Engineer will work with you to develop and deliver the most
effective use of the training class tokens. Please refer to the Siemens Training
Manual for class times and descriptions. The tokens included within this Technical
Support Program are for classes in our Morrisville, NC branch. These classes review
and reinforce skills, leading to greater operator knowledge and productivity.
Siemens has included 2 Class Seat to be used throughout the ve
Classes are 3-4 days each.
Classes include light breakfast and lunch daily.
Per Diem costs(hotel, dinner)for attendees are not included.
Please review the following course titles and refer to Siemens Training Manual for
details.
IN
1:01
WHO,
A
a 7=�
TBD 5-620 APOGEE Workstation Operations
TBD 5-625 APOGEE Advanced Workstation Operations
TBD 5-630 APOGEE PPCL Programming
TBD 5-635 APOGEE Programming for Efficient Building Operations
Siemens Industry, Inc. February 22,2012 Page 10
2.2.6 Onsite Energy Mgmt/Building Automation Specialist
Your Onsite Building Automation Technician Specialist flextime will provide a
trained and experienced automation specialist who will work under your direction.
This service is flexible to be used at your discretion. Sample tasks are listed
below as a guide. Five (5) days per year (normal business hours) have been
included and can be used to address any of your facilities needs. Please refer to
the following page information for common service options and descriptions.
Energy Management / System Customization: The flextime can be used to
customize the building automation system to meet the specific needs of Orange
County staff.
Enhanced Alarm Programming: Enhanced alarming features can be managed
and customized through the flextime.
Enhanced Sequence Modifications: Sequence of operations, run times, lead
lag, control strategies can be adjusted through the flextime.
Insight Graphics Modification. We can create or modify Insight graphic(s)in
order to ensure that the software interface continues to meet your needs.
Special Projects: The flextime can be used for the completion of special
projects / system customization which require onsite Siemens automation
technician labor.
Emergency Onsite: Monday through Friday, 8:OOAM to- 5:0012M. Emergency
Onsite Response can be provided to reduce the costs and disruptions of
downtime when an unexpected problem does occur. Siemens will provide this
service between scheduled service calls and respond within the next business
day, Monday through Friday, 8:OOAM to 5:OOPM, excluding holidays, once
receiving notification of an emergency, as determined by your staff and our office.
Non-emergency calls, as determined by your staff and Siemens will be
incorporated into the next scheduled service call.
Business Protection & Recovery Services: Through this service we help
protect your HVAC Control System's vital databases of business information from
unforeseen and costly catastrophic events (lightning strike, electrical power
surge, hard drive or controller failure, flood, physical damage, etc.). Siemens will
perform scheduled database back-ups of your Insight workstation database &
graphics and field panel databases and provide safe storage of this critical
business information. Should a catastrophic event occur, we can respond onsite
(or online if such service is included in this proposal)to reload the databases and
system files from our stored backup copy, to restore your operation as soon as
possible on a time and material basis.
System Checks for HVAC Systems - End to End Checkout — DDC or
Pneumatic Field Devices.
Calibration Services.
*Any required service beyond the allocated five (5) days per year of flextime can be
completed at the direction of Orange County staff and billed under our Discounted
Time&Material rate.
Siemens Industry, Inc. February 22,2012 Page 11
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2.2.7 Equipment Repair 8&Replacement—lime and Material
Repair&Replacement Services. To reduce the effects ofunbudgetedrepairs,
Siemens can provide labor and materials to repair or replace failed orworn
components 0m maintain your equipment in peak operating condition. Components
that are suspected of being faulty should be repaired or replaced in advance to
minimize the occurrence of system interruptions. Equipment requiring attention will
be brought tu the owner's attention.Approved repairs can be performed onatime
and material basis nr through a formal proposal.
Under this agreement we will provide repair&replacement services per our
current time and material policy(see Appendix A)'
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Siemens Industry, Inc. February 23.2D12 Page 12
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2~3 GENERAL SERVICES
2.3.1 Priority Based Emergency Phone && Online Response
Emergency Phone Responsm-SiennensvviUmaintainernergencymsponse
capabilities 24 17 1365. Upon receiving notification of an emergency,as determined
by your staff and Siemens,we will respond accordingly.Your staff and our response
personnel will work together to determine the priority level required for response.
Emergency Online Response-Automation system and software troubleshooting
and diagnostics will be provided remotely through the online support service(up to 8
hours)to enable faster response to emergency service requests and to reduce the
costs and disruptions of downtime. Siemens will provide this service respond within
2 hours,Monday through Friday,during the hours of 8:00 AM-5:00 PM,excluding
Holidays, upon receiving notification of an emergency,as determined by your staff
and Siemens.
I Call 1 -866-728-7678 for Emergency Respons
2.3.2 Priority Based E0MergencyKDnsite Response
Emergency Onsite Response-Emergency Onsi1e Response can be provided to
reduce the costs and disruptions of downtime when unexpected problems occur.
Siemens will provide response to all emergency service requests based on the priority
level communicated between your staff and Siemens response personnel.Siemens will
maintain on-call technicians 24/7/365 and respond based on your staffs priority level
communication. All authorized emergency services will be billed per our time and
material policy(see Appendix A).
Siemens Industry, Inc. February 22. 2O1D Page 13
2.3.3 Dedicated Service Program Manager&Technician Team
Service Team:A dedicated service program manager will be assigned as your main
point of contact.Your service technician team will also be defined for consistency in
service. Please refer to page 4 of this proposal for your service team details.
2.3.4 Service Program Log Book
Service Log Book:We will provide a log book containing information and guidance
on the management of the system. All service records shall be recorded and kept
within the log book. This log book shall serve as a reference for the customer and
Siemens technical personnel.
2.3.5 Written Reports of All Services Performed
Written Report of All Services Performed:We will complete a service report for
each visit detailing the purpose of the call and summarizing the work that was
performed.
2.3.6 Service Program Customer Labor Discounts
Service Program Customer Labor Discounts: Service program customers receive
up to 20%off Siemens standard labor rates in all service categories. Refer to
Appendix A for details.
2.3.7 Service Program Customer Material Discount
Service Program Customer Material Discount: Service program customers
receive an additional 20%off Siemens list price. Refer to Appendix A for details.
Siemens Industry, Inc. February 22, 2012 Page 14
3 Maintained Equipment Tables
3.1 List of Maintained Automation Equipment
Public Works Office
Qty Equipment Manufacturer Notes Coverage
1 Apogee Insight Advanced Siemens
Database Server Software
Package&Graphical User D
Interface Computer
I Apogee Insight Advanced Client Siemens
Software Package I D
Richard L. Whined Human Services Center
Qty Equipment Manufacturer Notes Coverage
3 Mechanical Equipment Controllers Siemens
(IVIEC) D
173 Terminal Equipment Controllers Siemens
(TEC) D
10 PXM—Point Expansion Modules Siemens D
1 Apogee Ethernet Microserver Siemens
(AEM) D
Repair&Replacement Coverage Code Key
A=Labor&Materials Included
B=Labor Included&Materials Not Included
C=Labor Not Included&Materials Included
D=Labor Not Included&Materials Not Included
Siemens Industry, Inc. February 22,2012 Page 15
Office Building
Qty Equipment Manufacturer Notes Coverage
2 PXC Modular Controllers(PXCM) Siemens
-Power Modules
-Controller Modules D
-All TX/10 Point Modules
74 Terminal Equipment Controllers Siemens
(TEC) D
2 BACNET Chiller Gateways Siemens D
1 Apogee Ethernet Microserver Siemens
(AEM) D
Library
Qty Equipment Manufacturer Notes Coverage
2 PXC Modular Controllers(PXCM) Siemens
-Power Modules
-Controller Modules D
-All TX/10 Point Modules
38 Terminal Equipment Controllers Siemens
(TEC) D
2 BACNET Chiller Gateways Siemens D
1 Apogee Ethernet Microserver Siemens
(AEM) D
Repair&Replacement Coverage Code"e
A=Labor&Materials included
B=Labor Included&Materials Not included
C=Labor Not included&Materials included
D=Labor Not Included&Materials Not Included
Siemens Industry, Inc. February 22,2012 Page 16
Animal Services Center
Qty Equipment Manufacturer Notes Coverage
2 Mechanical Equipment Controllers Siemens
(MEC) D
44 Terminal Equipment Controllers Siemens
(TEC) D
10 BACNET Roof Top Unit Gateways Siemens D
1 Apogee Ethernet Microserver Siemens
(AEM) D
Justice Facility
Qty Equipment Manufacturer Notes Coverage
1 Mechanical Equipment Controllers Siemens
(MEC) D
34 Terminal Equipment Controllers Siemens
(TEC) D
Repair&Replacement Coveraae Code Key
A=Labor&Materials Included
B=Labor Included&Materials Not Included
C=Labor Not Included&Materials Included
D=Labor Not Included&Materials Not Included
Siemens Industry, Inc. February 22,2012 Page 17
4 Siemens Industry, Inc.
4.1 Signature Page and Investment
By and Between:
Siemens Industry, Inc. Orange County Public Works
215 Southport Drive, Suite 900 600 Highway 86 North
Morrisville, North Carolina 27560 Hillsborough, North Carolina 27278
Services shall be provided at Orange County facilities in Orange County, North Carolina 27278.
Siemens Industry, Inc. shall provide the services as outlined in the attached proposal dated 2/22/2012 and
the attached terms and conditions.
Duration:This agreement shall remain in effect for an original term of 3 Year beginning 7/1/2012 and from
year to year thereafter.
Investment:
Year 1 7/1/2012 to 6/30/2013 $27,720 Annually
Year 2 7/1/2012 to 6/30/2011 $28,560 Annually
Year 3 6/1/2010 to 5/31/2011 $29,424 Annually
Proposal accented by: Proposal submitted by:
Orange County Siemens Industry, Inc.
By: By:Will Tattersall
Title: Title:Account Executive
Signature Date
Signature Date
Approved for Siemens Industry, Inc.
by:
By: Craig Martin
Title: Service Operations Manager
Signature Date
Siemens Industry, Inc. May 20,2010 Page 18
4,2 Terms and Conditions
SERVICE TERMS AND CONDITIONS(REV.10/09)
Article 1: General
1.1 (a)This Agreement constitutes the entire,complete and exclusive agreement between the parties relating to the services("Services")to be
provided by SIEMENS and supersedes and cancels all prior proposals,agreements and understandings,written or oral,relating to the subject
matter of this Agreement.Neither party may assign the Agreement or any rights or obligations hereunder without the prior written consent of the
other except that either party may assign this Agreement to its affiliates and SIEMENS may grant a security interest in the proceeds to be paid to
SIEMENS under this Agreement;assign proceeds of the Agreement; and/or use subcontractors in performance of the Services.The terms and
conditions of this Agreement shall not be modified or rescinded except in writing,with the prior approval of the Legal Departments of SIEMENS
and Customer and signed by duly authorized officers or managers of SIEMENS and Customer.
(b)Nothing contained in this Agreement shall be construed to give any rights or benefits to anyone other than the Customer and SIEMENS without
the express written consent of both parties.All provisions of this Agreement allocating responsibility or liability between the parties shall survive the
completion of the Services and termination of this Agreement.
(c)Certain terms and conditions contained herein may not apply to the Services to be provided hereunder. It is the intent of the parties,however,
that the interpretation to be given to the terms and conditions is to apply all terms and conditions unless dearly inapplicable given the type of
Services included.
1.2 This Agreement shall be governed by and enforced in accordance with the laws of the State of Illinois. Any litigation arising under this
Agreement shall be brought in the State or Commonwealth in which the Services are provided to Customer.TO THE EXTENT PERMITTED BY
LAW,THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS AGREEMENT.
1.3 After the expiration of the Initial Term,this Agreement shall automatically renew for successive are year periods beginning on the anniversary
date of the Initial Term unless stated otherwise in the Agreement.
1.4 Either party may tenminate or amend this Agreement at the end of the Initial Term or at the end of a renewal term by giving the other party at least
sixty(60)days prior written notice of such amendments or intent not to renew.
1.5 If,during or within 90 days after the term of this Agreement,Customer engages any SIEMENS employee who has performed work under this or
any other agreement between Customer and SIEMENS,Customer shall pay SIEMENS an amount equal to the employee's latest annual salary.
Article 2: Covered Equipment
2.1 "Covered equipment"shall mean that equipment expressly identified as System Components in this Agreement_The Customer represents
that at the commencement of this Agreement all Covered Equipment is in satisfactory working condition and complies with all applicable codes.
2.2 if the fire or life safety system is included as part of the Covered Equipment does not empty with all applicable codes or if removal of any
Covered Equipment from coverage would compromise or impair the integrity or the compliance with law of any system or Services,and Customer
fails to take corrective action,then SIEMENS may terminate this Agreement without further ob ligation and retain all monies received pursuant to
this Agreement.
2.3 All testing and inspection of any Covered Equipment provided for in this Agreement will be performed at the time and place and in the
manner deemed appropriate by SIEMENS, in accordance with applicable law and the requirements of then current National Fire Protection
Association("NFPA")guidelines if applicable,and other relevant standards.Customer is solely responsible for,and hereby indemnifies and holds
SIEMENS harmless from and against, any liability arising from Customer's specification of a testing schedule other than then current NFPA or
other applicable standards or laws.
2.4 If the Covered Equipment is altered or moved by any person, including Customer, other than SIEMENS or a person authorized by it,
Customer shall immediately notify SIEMENS in writing, and SIEMENS reserves the right to perform a reacceptance test on, or, if necessary, a
recommissioning of the system at Customer's expense. Reacceptaroe tests will be performed in accordance with then current NFPA or other
applicable requirements,and charged on a time and materials basis.
Article 3: Services by SIEMENS
3.1 SIEMENS shall only perform the Services identified in this Agreement.
3.2 SIEMENS shall have no liability or obligation to continue providing Services in the event Customer fails to(a)authorize a reac ceptance test or
recommissioning that SIEMENS reasonably deems necessary;(b)notify SIEMENS of any modifications or changes to the Covered Equipment or
unusual or materially changed operating conditions,hours of usage,system malfunctions or building alterations that may affect the Services;
(c) provide the access to any site where Services are to be performed;or(d)operate,service or maintain the Covered Equipment in accordance
with manufacturer's or supplier's instructions or this Agreement.After any of the aforesaid events SIEMENS may terminate or suspend services
under this Agreement immediately,upon giving notice to Customer.
3.3 Any repairs and replacements of Covered Equipment as may be expressly included in the Services are limited to restoring the proper working
condition of such Covered Equipment. SIEMENS will not be obligated to provide replacement Covered Equipment that represents significant
capital improvement compared to the original. Exchanged or removed components become the property of SIEMENS, except Hazardous
Materials,which under all circumstances remain the property and responsibility of Customer.
3.4 Unless agreed otherwise,Services do not include and SIEMENS is not responsible for(a);(a)service or provision of consumable supplies,
including but not limited to batteries and halon cylinder charging;g;(b)reinstallation or relocation of Covered Equipment;(c)painting or refinishing
of Covered Equipment or surrounding surfaces; (d) changes to Services; (e) parts, accessories, attachments or other devices added to
Covered Equipment but not furnished by SIEMENS;(f)failure to continually provide suitable operating environment including,but not limited
to, adequate space, ventilation,electrical power and protection from the elements; or(g)the removal or reinstallation of replacement valves,
dampers,waterflow switches,venting or draining systems.SIEMENS is not responsible for services performed on any Covered Equipment other
than by SIEMENS or its agents.
3.5 The Services shall be performed in a manner consistent with the degree of care and skill ordinarily exercised by persons performing the same
or similar Services in the same locate under similar circumstances and conditions.
3.6 SIEMENS shall perform the Services during its local,normal working hours,unless otherwise stated in this Agreement.
3.7 SIEMENS is not required to conduct safety or other tests,install or maintain any devices or equipment or make modifications or upgrades to
any equipment beyond the scope of this Agreement. Any request to change the scope or the nature of the Services must be in the form of a
mutually agreed change order,effective only when executed by all parties hereto.
Siemens Industry, Inc. May 20,2010 Page 19
3.8 All reports and drawings specifically prepared for and deliverable to Customer pursuant to this Agreement ("Deliverables') shall become
Customer's properly upon full payment to SIEMENS.SIEMENS may retain file copies of such Deliverables.All other reports,notes,calculations,
data,drawings,estimates,specifications,manuals,other documents and all computer programs,codes and computerized materials prepared by or
for SIEMENS are instruments of SIEMENS'work('Instruments')and shall remain SIEMENS property.Siemens conveys no license to software
unless otherwise expressly provided in this Agreement.All Deliverables and Instruments provided to Customer are for Pemtitted Users'use only
for the purposes disclosed to SIEMENS,and Customer shall not transfer them to others or use them or permit them to be used for arty extension of
the Services or any other purpose,without SIEMENS'express written consent. Any reuse of Deliverables or Instruments for other projects or
locations without the written consent of SIEMENS,or use by any party other than Permitted Users,will be at Permitted Users'sole risk and
without liability to SIEMENS; and, in addition to any other rights SIEMENS may have,Customer shall indemnify, defend and hold SIEMENS
harmless from any claims,losses or damages arising therefrom.
3.9 Customer acknowledges that SIEMENS,in the normal conduct of its business,may use concepts,skills and know-how developed while
performing other contracts. Customer acknowledges the benefit which may accrue to it though this practice, and accordingly agrees that
anything in this Agreement notwithstanding Siemens may continue,without payment of a royalty,this practice of using concepts,skills and
know-how developed while performing this Agreement.
3.10 Where Services include energy consulting,any estimates of probable construction or implementation costs,financial evaluations,feasibility
studies or economic analyses prepared by SIEMENS, the documents prepared for the Customer will represent SIEMENS' best judgment
based on SIEMENS'experience and the information reasonably available to SIEMENS at the time that the Services are performed.Customer
acknowledges that SIEMENS does not control:(a)the costs of labor,materials,equipment or services furnished by others;(b)overall market
conditions;or,(c)contractors'methods of determining prices.Accordingly,Customer acknowledges that proposals,bids or actual costs may
differ from opinions,evaluations or studies submitted by SIEMENS as part of the Services provided hereunder.
3.11 Where Services include EMC,SIEMENS will have a disaster recovery plan and a disaster contingency plan.
Article 4. Responsibilities of Customer
Al Customer,without cost to SIEMENS,shall,
(a) Designate a contact person with authority to make decisions for Customer regarding the Services and provide SIEMENS with information
sufficient to contact such person in an emergency. If such representative cannot be reached,any request for Services received from a person
located at Customer's site will be deemed authorized by Customer,and SIEMENS will,in its reasonable discretion,act accordingly;
(b) Provide or arrange without cost all reasonable provisions,means and access fo SIEMENS to any site and the equipment where Services are
to to performed;
(c) Permit SIEMENS to control and/or operate all controls,systems,apparatus,equipment and machinery necessary to perform the Services;
(d) Furnish SIEMENS with all available information pertinent to the Services;
(e) Obtain and fumish to SIEMENS all approvals, permits and consents from government authorities and others as may be required for
performance of the Services except for those SIEMENS has expressly agreed in writing to obtain;
(f) Maintain the Services site in a safe condition;notify SIEMENS promptly of any site conditions requiring special care;and provide SIEMENS
with any available documents describing the quantity,nature,location and extent of such conditions;
(g) Comply with all laws and provide any notices required to be given to any govemment authorities in connection with the Services,except such
notices SIEMENS has expressly agreed in this Agreement to give;
(h) Provide SIEMENS with Material Safety Data Sheets(MSDS)conforming to OSHA requirements related to all Hazardous Materials at the site
which may impact the Services;
(i) Furnish to SIEMENS any contingency plans related to the site;
(I) Furnish the specified operating environment, including without limitation, suitable, clean,stable, properly conditioned electrical power and
other utilities;
(k) Maintain all Covered Equipment in good working order in compliance with all applicable laws and service, repair and replace all Covered
Equipment as necessary;and,
(1) Perform inspections and tests as indicated in the life Safety System Logbook and record same in the Life Safety System logbook.
4.2 Customer acknowledges that the technical and pricing information herein is proprietary to SIEMENS and agrees not to disclose or otherwise
make it available to others.
4.3 Customer acknowledges that it is now and shall be at all times in control of the Services site.SIEMENS shall not have any responsibility,duty
or authority to direct,supervise or oversee any employees or contractors of Customer or their work or to provide the means,methods or sequence of
their work or to stop their work.SIEMENS'work and/or presence at a site shall not relieve others of their responsibility to Customer or to others.
Except as expressly provided herein,SIEMENS is not responsible for the adequacy of the health,safety or security programs or precautions related
to Customer's or it other contractors'activities or operations;the work of any other person or entity;or Customer's site conditions.SIEMENS is not
responsible for inspecting,observing,reporting or correcting health or safety conditions or deficiencies of Customer or others at Customer's site.So
as not to discourage SIEMENS from voluntarily addressing such issues,in the event SIEMENS does make observations,reports,suggestions or
otherwise regarding such issues,SIEMENS shall riot be liable or responsible for same.
4,4 Except as expressly stated in this Agreement, Customer is solely responsible for any removal, replacement or refinishing of the building
structure or finishes that may be required to perform or gain access to the Services.
4.5 Customer alone shall act to protect life and property from the time a partial or full system failure occurs until SIEMENS notifies Customer
that such system is operational or the emergency has been cleared.Customer's actions shall include all appropriate interim safety precautions
(such as a manual "fire watch"). SIEMENS shall have no obligation to provide guards,fire watch personnel, or other services following a
system failure,except Services as are specifically provided for in this Agreement.
4.6 Customer shall not attach to the system or Covered Equipment any device that interferes with the Services or the proper operation of the
system or Covered Equipment.
Article 5. Compensation
5.1 Annual Fee(s)shall be adjusted for each year after the final year of the initial Term pursuant to the agreed Price Adjustment hereto and
incorporated herein. Unless otherwise agreed in writing,this Agreement is not cancelable and the annual fee is not refundable except as provided
herein.
5.2 Payments to be made under this Agreement will provide for,and be in consideration of,only Services specifically included under the Proposed
Solution. All other Services, including but not limited to the following, shall be separately billed or surcharged on a time and materials basis: (a)
emergency Services performed at Customer's request,if inspection does not reveal any deficiency covered by this Agreement;(b)Services perforned
other than during SIEMENS'normal working hours;and(c)Service performed on equipment not covered by this Agreement.
Siemens industry, Inc. May 20,2010 Page 20
53 SIEMENS shall invoice Customer as provided in this Agreement,or if not expressly provided,then on an annual basis prior to the Start Date
and annually thereafter on the anniversary of such Start date.Invoices are due and payable net cash upon receipt unless Customer has applied and
been approved for credit with SIEMENS,in which case the invoice is payable within 30 calendar days of receipt by Customer or as otherwise set
forth in this Agreement.If any payment is not received when due, SIEMENS may deem Customer to be in breach hereof and may enforce any
remedies available to it hereunder or at law,including without limitation,acceleration of payments and suspension or termination of Services at any
time and without notice,and shall be entitled to compensation for Services previously performed and costs reasonably incurred in connection with
the suspension or termination.In the event that any payment due hereunder is not paid when due,Customer agreest to pay,upon demand,as a
late charge,one and one-half percent(1.5%)of the amount of the payment per month, limited by the maximum rate permitted by law of each
overdue amount under this Agreement.Customer shall reimburse SIEMENS'costs and expenses(including reasonable attorneys'and witnesses'
frees)incurred for collection under this Agreement. If Customer disputes any portion or all of an invoice, it shall notify SIEMENS in writing of the
amount in dispute and the reason for its disagreement within 21 days of receipt of the invoice.The undisputed portion shall be paid when due,and
interest on any unpaid portion shall accrue as aforesaid,from the date due until paid,to the extent that such amounts are finally determined to be
payable to SIEMENS.
5.4 Except to the extent expressly agreed in this Agreement, SIEMENS'fees do not include any taxes, excises, fees, duties, permits or other
government charges related to the Services.Customer shall pay such amounts or reimburse SIEMENS for any amounts it pays.If Customer claims
a tax exemption or direct payment permit,it shall provide SIEMENS with a valid exemption certificate or permit and indemnify,defend and told
SIEMENS harmless from any taxes,costs and penalties arising out of same.
5.5 Unless agreed otherwise, the pricing for each year after the Initial Term of the Agreement and each year of each renewal of the
Agreement shall be determined as the immediate prior year price plus a price escalator based upon the U.S.Department of Labor,Bureau of
Labor Statistics Urban Consumer Price Index-AIL Urban Consumers U.S. All items, 1982—1984=100("CPI-U"). In addition, each renewal
term pricing shall be adjusted for any additions or deletions to Services selected for the renewal term.The price escalator shall be the latest
semi-annual CPI-U identified above published prior to each annual anniversary. This escalator shall be applicable to each annual term,
whether a renewal term or an annual term after the first year of the Initial Term.
Article S: Changes,Delays,Excused Porfonnance
61 As the Services are performed,conditions may change or circumstances outside SIEMENS'reasonable control(such as charges of law)may
develop which require SIEMENS to expend additional costs,effort or time to complete the Services,in which case SIEMENS shall notify Customer
and an equitable adjustment made to the compensation and time for performance.in the event conditions or circumstances require Services to be
suspended or terminated, SIEMENS shall be compensated for Services performed and for costs reasonable incurred in connection with the
suspension or termination.
6.2 SIEMENS shall not be responsible for loss,delay,injury,damage or failure of performance that may be caused by circumstances beyond its
control,including but not limited to acts or omissions by Customer or its employees,agents or contractors,Acts of God,war,civil commotion,acts
or omissions of government authorities, fire, theft, corrosion, flood, water damage, lightning, freeze-ups, strikes, lockouts, differences with
workmen,riots,explosions,quarantine restrictions,delays in transportation,or shortage of vehicles,fuel,labor or materials. In the event of any
such circumstances, SIEMENS shall be excused from performance of the Services and the time for performance shall be extended by a period
equal to the time lest plus a reasonable recovery period and the compensation equitably adjusted to compensate for additional costs SIEMENS
incurs due to such circumstances.
Article 7: Warranties;Disclaimers;Limitation of Liability
7.1 Labor in performing the Services is warranted to be free from defects in workmanship for 90 days after the Services are performed. All labor
provided by SIEMENS hereunder found to be defective and otherwise qualifying under this warranty shall be re-performed by SIEMENS. Such re-
performance hereunder shall not interrupt or prolong the terms of this warranty. In the event that any such re-performance fails to cure such
defects, then Customer's exclusive remedy against SIEMENS for damages from any cause whatsoever, whether in contract or tort, shall not
exceed an amount equal to the limitation set forth in Section 7.5 herein.
7.2 THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES,STATUTORY,
EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY, OR WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES
AGAINST PATENT INFRINGEMENTS OR DEFECTS, WHETHER HIDDEN OR APPARENT, AND EXPRESS OR IMPLIED WARRANTIES
WITH RESPECT TO COMPLIANCE OF THE COVERED EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, REGULATION,
SPECIFICATION OR CONTRACT RELATIVE THERETO,WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
7.3 Customer hereby,for it and any parties claiming under it,releases and discharges SIEMENS from any liability arising out of all hazards
covered by Customer's insurance, and all claims against SIEMENS arising out of such hazards, including any right of subrogation by
Customer's insurance carrier,are hereby waived by Customer.
7.4 ANY IDEAS, SUGGESTIONS, RECOMMENDATIONS, FINANCIAL EVALUATIONS, FEASIBILITY STUDIES OR ECONOMIC
ANALYSIS PREPARED BY SIEMENS UNDER THIS AGREEMENT WILL REPRESENT ITS BEST JUDGMENT BASED ON ITS
EXPERIENCE AND THE AVAILABLE INFORMATION. CUSTOMER ACKNOWLEDGES THAT THE ENERGY MARKET IS VOLATILE AND
SUBJECT TO FREQUENT PRICE AND REGULATORY CHANGES.THEREFORE, CUSTOMER FURTHER ACKNOWLEDGES THAT
SIEMENS DOES NOT CONTROL FUTURE MARKET CONDITIONS OR THE ENERGY MARKET'S REGULATORY CLIMATE. NOTHING
HEREIN SHALL BE CONSTRUED BY THE CUSTOMER AS A PREDICTION OF FUTURE ENERGY MARKET CONDITIONS OR ENERGY
PRICES.ACCORDINGLY,SIEMENS DOES NOT PROVIDE CUSTOMER A GUARANTY OR WARRANTY OF THE RESULTS OF SIEMENS'
RECOMMENDATIONS. CUSTOMER MAKES ANY AND ALL ENERGY PROCUREMENT AND RELATED DECISIONS. CUSTOMER
ACKNOWLEDGES THAT ALL ENERGY PROCUREMENT AND RELATED DECISIONS ARE MADE AT THE CUSTOMER'S SOLE RISK.
7.5 WITH RESPECT TO ANY LIABILITY(WARRANTY OR OTHERWISE)THAT SIEMENS MAY HAVE UNDER THE AGREEMENT, IN NO
EVENT SHALL SIEMENS BE LIABLE(INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN TORTS) FOR ANY LOSS OF USE,
REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION LOST PROFITS AND/OR LOST BUSINESS OPPORTUNITIES) ARISING OUT OF OR IN CONNECTION WITH THE
AGREEMENT OR THE SERVICES WHETHER ARISING IN WARRANTY,TORT,CONTRACT,STRICT LIABILITY,OR ANY OTHER THEORY
OF LIABILITY, WHETHER, FOR WARRANTY, LATE OR NON-DELIVERY OF ANY SERVICES, AND WHETHER SIEMENS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and, in any event, SIEMENS' aggregate liability for any and all claims, losses or
expenses(including attorneys fees)arising out of this Agreement,or out of any Services furnished under this Agreement,whether based in
contract, negligence, strict liability, agency, warranty, trespass, indemnity or any other theory of liability, shall be limited, as liquidated
damages,to the greater of$1,000 or 10%of the total compensation received by SIEMENS from Customer under this Agreement. SIEMENS
Siemens Industry, Inc. May 20,2010 Page 21
reserves the right to control the defense and settlement of any claim for which SIEMENS has an obligation under the warranty hereunder.The
parties acknowledge that the price which SIEMENS has agreed to perform its Services and obligations under this Agreement is calculated based
upon the foregoing limitations of liability,and that SIEMENS has expressly relied on,and would not have entered into this Agreement but for such
limitations of liability.
7.6 It is understood and agreed by and between the parties that SIEMENS is not an insurer and this Agreement is not intended to be an
insurance policy or a substitute for an insurance policy. Insurance, if any, shall be obtained by Customer. Fees are based solely upon the
value of the Services,and are unrelated to the value of Customer's property or the property of others on Customer's premises.
Arm 8: Limitations of Maintenance or Service Obligations
8.1 SIEMENS will not be responsible for the maintenance,repair or replacement of,or Services necessitated by reason of. (a)non-maintainable,
non-replaceable or obsolete parts of the Equipment, including but not limited to ductwark, shell and tubes, heat exchangers,coils, unit cabinets,
casings,refractory material,electrical wiring,water and pneumatic piping,structural supports,cooling tower fill,slats and basins,etc.unless otherwise
specifically stated herein; or(b)negligence, abuse, misuse, improper or inadequate repairs or modifications, improper operation, lack of operator
maintenance or skill,failure to comply with man itadurees operating and environmental requirements,Ads of God,or other reasons beyond its control.
SIEMENS assumes no responsibility for any service performed on any Covered Equipment other than by SIEMENS or its agents.
8.2 SIEMENS shall not be responsible for loss,delay,injury or damage that may be caused by circumstances beyond its control,including but riot
restricted to ads or omissioru by Customer or Its employees or agents,Ads of God,war,civil commotion,ads of government,fire,theft,corrosion,
flood, water damage, lightning, freeze-ups, computer viruses, program or system hackers, strikes, lockouts, differences with workmen, riots,
explosions,quarantine restrictions,delays in transportation,or shortage of vehicles,fuel,labor or materials.
8.3 SIEMENS is not responsible for repairs, replacements or services to Equipment due to corrosion, erosion, improper or inadequate water
treatment by others,electrolytic or chemical action,or reasons beyond its reasonable control.
8.4 SIEMENS shall not be responsible for the removal or reinstallation of replacement valves,dampers,waterflow and tamper switches,airflow
stations,and any other permanently mounted integral pipe or air dud component Additionally,SIEMENS shall not be responsible for any venting or
draining of systems.
$.5 WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP CUSTOMER TO ATTAIN REBATES AND/OR INCENTIVES FROM
AVAILABLE SOURCES OR ENERGY/FUEL COST REDUCTION, CUSTOMER ACKNOWLEDGES THAT ANY REBATE/INCENTIVE OR
ENERGY/ FUEL COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER IS GRANTED BY A THIRD PARTY OUTSIDE THE
CONTROL OF SIEMENS. CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILL EITHER ASSIST CUSTOMER OR
ENDEAVOR ITSELF TO OBTAIN ANY AND ALL REBATES/INCENTIVES OR ENERGY/FUEL COST REDUCTION AVAILABLE,SIEMENS
DOES NOT GUARANTEE THAT IT WiLL OBTAIN OR APPLY FOR ALL REBATES/INCENTIVES OR ENERGY/FUEL COST REDUCTIONS
THAT MAY BE AVAILABLE TO CUSTOMER. FURTHER,CUSTOMER HEREBY RELEASES SIEMENS FROM ANY AND ALL LIABILITY TO
CUSTOMER OR ANY THIRD PARTY ARISING FROM SIEMENS' FAILURE TO OBTAIN OR APPLY FOR ANY REBATE/INCENTIVE OR
ENERGY/FUEL COST REDUCTION THAT COULD IN ANY WAY BE OBTAINED BY CUSTOMER.
Article 9., Hazardous Materials provisions
9.1 The Services does not include directly or indirectly performing or arranging for the detection, monitoring, handling, storage, removal,
transportation,disposal or treatment of Oil or Hazardous Materials.Except as disclosed pursuant to this Article, Customer represents that,to its
best knowledge, there is no asbestos or any other hazardous or toxic materials, as defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended,the regulations promulgated thereunder, and other applicable federal, state or local law
("Hazardous Materials"),present at Customer's Sites where the Services are performed.SIEMENS will notify Customer immediately if it discovers
or suspects the presence of any Hazardous Material.Ali Services have been priced and agreed to by SIEMENS in reliance on Customer's
representations as set forth in this Article.The presence of Hazardous Materials constitutes a change in this Agreement whose terms must be
agreed upon by SIEMENS before its obligations hereunder shall continue.
9.2 Customer is solely responsible for testing,abating,encapsulating,removing,remedying or neutralizing such Hazardous Materials,and for the
costs thereof.Customer is responsible for the proper disposal of all Hazardous Materials and Oil that at any time are present at the Services site in
accordance with all applicable federal,state,and local laws,regulations,and ordinances.Even if change order has been entered into pursuant to
this Article, SIEMENS shall have the right to stop the Services until the site is free from Hazardous Materials. in such event, SIEMENS shall
receive an equitable extension of time to complete the Services,and compensation for delays caused by Hazardous Materials remediation.In no
event shall SIEMENS be required or construed to take title,ownership or responsibility for such Oil or Hazardous Materials.Customer shall sign any
required waste manifests in conformance with all government regulations,listing Customer as the generator of the waste.
9.8 Customer warrants that,prior to the execution of this Agreement,it shall notify SIEMENS in writing of any and all Hazardous Materials which
to Customer's best knowledge are present,potentially present or likely to become present at the Services site and shall provide a copy of any site
safety policies,including but not limited to lock-out and tag procedures,chemical hygiene plan,MSDSs or other items required to be disclosed or
maintained by federal,state,or local laws,regulations or ordinances.
9.4 Customer shall indemnify, defend and hold SIEMENS harmless from and against any damages, losses, costs, liabilities or expenses
(including attorneys'fees)arising out of any Oil or Hazardous Materials or from Customer's breach of,or failure to perform its obligations under this
Article.
Article 10: Import/Export Indemnity
10.1 Customer acknowledges that SIEMENS is required to comply with applicable export laws and regulations relating to the sale,exportation,
transfer, assignment,disposal and usage of the Covered Equipment or Services provided under the Contract, including any export license
requirements. Customer agrees that such Covered Equipment or Services shall not at any time directly or indirectly be used,exported,sold,
transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and
regulations. It shall be a condition of the continuing performance by SIEMENS of its obligations hereunder that compliance with such export
laws and regulations be maintained at all times. CUSTOMER AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY AND
ALL COSTS, LIABILITIES,PENALTIES,SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS
AND REGULATIONS.
Article 11: Small Business Concern
11.1 SIEMENS shall adhere to FAR 52.219-8 regarding the"Utilization of Small Business Concerns",as part of its Commercial Small Business
Subcontracting Agreement with the federal government. SIEMENS'policy is to offer small business concerns,including small disadvantaged
businesses, women owned small-businesses, HUBZone small businesses, veteran owned small businesses and service disabled veteran
owned small businesses, the "maximum practical opportunity" to participate in performing contracts let by any commercial entity, local
government or federal agency,including subcontracts for subsystems,assemblies,components,and related services for major systems.
Siemens industry, Inc. May 20,2010 Page 22
Appendix A. Discounted Labor& Material Pricing
Siemens Industry, Inc. - Building Technologies
Article 1. Carolina District 2012 Time & Material Policy
Definition:
Any work requested by the customer that does not involve a contract or prior agreement. The
only work that will be performed will result from a customer directive.
Standard Hourly Labor Rate
Mechanic Automation Engineering Fire Security Electrical Specialist
$101 $158 $177 $145 $117 $165
A trip charge of$50 applies for trips up to 50 miles. Above 50 miles $50 trip charge and
mileage charges for entire mileage apply.
Technical Support Program Customers
Value Added Hourly Labor Rate
Mechanic Automation Engineering Fire Security Electrical S ecialist
$92 $126 $156 $119 $100 $135
Expenses: $0.80/mile and Per Diem (if applicable)
Requirements:
• Charges start from the time of dispatch to the time the work is complete.
• On-site service requires a four (4) hour minimum charge. Online service requires a two (2)
hour minimum charge.
• Siemens Industry material receives a 50% plus an additional 20% discount off the
published list price for all Technical Support Program customers (exclusions apply). For
Fire TSP customers 20% discount from User Net applies. For Fire Nan-TSP customers,
charges are User Net.
• Rates are subject to change at anytime.
• Regular hours are from Sam to 5pm Monday through Friday. Time plus one-half will be
applied after hours including Saturday. Double time will be applied on Sunday and
Holidays.
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