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Home My WebLink About2014-476-E AMS - Siemens Industry, Inc. for annual HVAC agreement $29,424 ........................... ....................... ............................................................................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD [Departme�n:tal Use Only] TITLE HVAC Srvc Agreement FY 2015 NORTH CAROLINA SERVICES AGMEEMENT UNDER$90,00o.00 ORANGE COUN'TV This Services Agreement (herinafter "Agreernent"), made and entered into this 1st day of July, 2014, ("Effective Date") by and between Orange County, North Carolina a, body politic and corporate of the State of N'orth Carolina (hercinafter, the "County") and Siemens Industry, Inc-Buliding Technologies, (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 Providei� to County with respect to (insert fype (,?f' prqjecl): supporting building HVAC automation system cornponets throughout Orange County facilities as specified in attached agreement. ii) By executing this, Agreement, the Provider represents and agrees that Provider is qualified to perforin and fully capable of performing and providing the set-vices required or necessary under this Agreement in a, fully competent, professional and timely manner, iii) 'I I ime is of the essence with respect to this Agreement. iv) The services to be per formed Linder 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. S. e t.-Y. i c c s..........t.o .be provided, The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the finic limitations set t'(.,)rtl,i herein and in accordance with the highest professional standards. b,, Standard of I C are. 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 Pi-ovider practice throughout the United States and in accordance with applicable f%deral, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 7114 ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. ....... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD quality, accuracy and timely completion and/or submission of all work related to the Basic, Services. H' Provider shall be responsible flo• all errors or omissions of its agents, contractors, employees, or assigns 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, subcoritract the performance of' any work under this Agreement without prior. written Permission of I 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 off the Provider engaged by the Provider in the performance of any work or set-vices required of the Provider under this Agreement, shall be considered ernployces, 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, il'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) H.'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 stich licenses certifications, or credentials are current,active, and not in a state of"suspension or revocation. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement, Should a request Ior proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal, 3. Basic Sen4ces: a. Basic Services. 'I'lic Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided):: Provide HVAC building automation system services, software updates, online/rernote systerl'i support & dhignostics, onsite operator training program, classroom training with hands-on labs, onsite energy management/building automation, and equipment repair and replacement - time and material. 4. Duration o:f Services Revised 7/14 2 ..................................................... ............................................... ...................................... ..................................................... ....................................................... ........................ .....................................................- DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD Ten The term of this Agreement shall be from Jul 1, 20,14 to, June 30, 2M. a. -n. July b. Sc d n o Sr vices. 11e.1.1. fin f e �j-- 91 - -M.— i) 'The Provider shall schedule and perform its activities in as timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services ill accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2014 5. Coin pensation a. (;on c ra. atio n for Basic Services, Compensation for Basic Services shall include all compensation due the Provider frorn the County for all services under this Agreement except for any authorized Reimbursable Expenses, which are defined herein, The n-laXinlUm arnount payable for Basic Services, shall not exceed tweny nine thousand four hundred twenty Cour Dollars ($29,424), Payment for Basic Services shall becorne due and payable within thirty (30) days of Provider property invoicing County. Payrnerit shall be subject to provisions of Section :5(b). b. 1) In the event the amount stated on all invoice is disputed by the County, tile County allay withhold payment oTall or a portion of the amount stated oil an invoice until the parties resolve the dispute. Should Provider fail to perfort'll 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 amendi'llent to this Agreement. 6. Responsibilities of the C,ounty a. C(Iop!pL4Lion. and Coordination, The County has designated (Wayne Fenton, Asset ..................11 1.11 1-11-11..........I Managerrient Assistant, Director) to act as the County's representative with respect to tile Pro'ject 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 nlay be reasonably required to render decisions and to ft:wish information, 7. Insurance a, Gencral Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insumnee, Automobile Insurance, Workers' Cornpensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance A requirements are described in the Orange County Risk Transfer Policy and Orange Revised!7114 3 .............................. ............................................................................................................................................................................................................................................................................................................................................................................................................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD County Minitratril Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at 'a" - s htt yov/lurct ', _gkU 1,1q, as 1), ii!��k�_J.11 )it- s� If Ownei Risk Manager determines additional insurance covet-age is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable), Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a� Indemnity, The Provider agrees to defend, indemnify and hold harniless the County fro all loss, liability, claims or expense, including attorney's fees, arising out of or, related to the ProJect and arising El'oni 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 Ulest extent permitted under North Carolina law. 9!. Amendments to the Agreement a. C es in Basic Services. C"hanges, in the Basic Services and entitlement to additional - 111"Emv......................._ - compensation or a change in duration of this Agreement shall be n1ade 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 Aniendnient only after receiving a fully executed.Arnendment.frorn the County. 10. Termination 'I'crinination for Convenience of the County. This Agreement may be terminated without a. cause by the County and for its convenience upon seven (7) days' prior writteii notice to the Provider. b, Othei,Tertnination. The Provider aiay terminate this Agreement based upon the County's material breach of this Agreement; provided, the County boas 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 Ices and expenses that it has carried to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or orriissions 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 relatitig to the Project. Revised!711!4 4 .................... ........................................................ .................................................................................................................................................................. DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD d. Wa v el.-. The payment of any surns by the County under this Agreenient 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 Agreenient Or a waiver ol'any other,required compliance with this Agreement. It. Additional Provisions a. Limitation and_A s,,S,jgrLtfjent. The County and the Provider each bind thei• selves, their successors, assigns and legal representatives to the terryis 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. bi. Govern. 1 L 4 w. This Agreement and the duties, responsibilities, obligations and rights I ............ ............ of respective parties hereunder shall be governed by the laws of the State of North Carolina. c, C n liance with Laws, Provider shall at all times remain in comp�liance with all . 1 2 M....................................... applicable local, state, and federal laws, rules,, and regulations including but not limited to all anti discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-4491(b,) no county may enter into a contract with a contractor unless the contractor and the contractor's subcointractors, comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes,, Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of` the General Statutes, constitutes Provider's breach of this Agreenient. By executing this Agreement Provider of firms Provider is in compliance with Article 2 of Chapter 64 of the North (.",!arolina General Statutes, & Dispute Resolution. Any and all suits or actions to ent1n•ce, interpret or seek damages with respect to any provision. of, or the performance or non-perf0l,-Mance of, this Agreement shall be brought in the General Court Of JUS&C of North Carolina sitting in Orange County, North Carolina, It is agreed by the parties that no other court shall have Jurisdiction or venue with respect to such suits or actions. 'Fhe Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. F ntj re A L L , _...... enient, "I"leis, 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 only by written histrurnent, signed by both pat-ties. Modifications, may be evidenced by facsimile signatures, f. S t v r bji . If any provision of this Agreetnent is held as a matter of law to be y unenforceable, the remainder of this Agreement shall be valid and binding 'upon the 'Parties, g QwLi,�,� L) gf'Work Product, Should Provider's, performance of this Agreement generate ............. .. .................-.......................... i documcnts, items or things that are specific to this Prqject such documents,, items or things shall become the property of the County and may be used on any other pr(aject without additional compensation to the Provider. The use of the documents, items or Revised 7/14 5 .. ............................................................................................ ............................................................................................................................................................................. DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD things by the ounty or by any person or entity for any purpose other thari the Project as set forth in this Agreement shall be at the full risk ofthe (..'ounty. h. N A-— 0 Al2 pro -—----- j)riati(In. 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 at 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 initnediately upon written notice to Provider of the unavailability and noon-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 contitiLic 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. i. Si&)natures, This Agreement together with any aniendments, or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. J. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to tl.'Ie following: Orange County Provider's Name Attention:Wayne Fenton Siemens Industry, Inc. RO, Box 818,1 215 Southport Drive, Ste 91001 Hillsborough, NC 27278 Morrisville,NC 27560 [SIGNA"FURE PAGE TO F(.)[.,I...,OW Revised 7/14 6 .... ..... . ..... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, a]I as of the day and year first above written, o 01"NGE COUNTY: PROVIDER: D—Siq-d by AV, By: C ........................................................... By: Clounty Manager Brian Beebe, Area Manager Printed Name and Ville bl Revised M4 7 DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD ORANGE COUNTY-DEPARTMENT USE ONLY NOTA CONTRACT EXHIBIT OR ATTACHMENT ............ ............................................................................ .........................................................................................._........................ Depart men Party/Venclor Narne: Siern ,�ieniensjqdqM jnc Party/Vendor Contact Person: Brian Beebe Contact Phone: 919-465- .5,025 Party/Vendor Address: 215 tj'jtc 9,00 alt Morrisville State:'NC Zip: 275601 Department: y Arnount: _$2! 4,24 'Purpose: Annual IjVAC B,udget Code(s): .1 O�240320- ............... 1 630000 Vendor 0 53 25; (N/A if new vendor) Vendor is a BOCC consultant? YeSE] NoFF Contract Type: (Check onc)New 0 Renewal 2 Amendment 70 01 -oved by Board Yes[-] No Effective Date .0........../..........1/.2..................4. Appi Agenda Date: This agreement is approved as to technical form and contenC Department Director's Signature C Date: 8/18/2014 y Information Technologie (,,Ipj)ficr,ible only to or related services)'17his agreement has been reviewed and is approved as to information technology content and specifications: Office of the Director of Information Technology ",,___ __ Date: Risk martallerner) This agreement is approved for sufficiency Of inSUrance standards,specifications,and rcquirements., Office of Risk Management I AUSO, CMUN Date: 9/2/2014 Financial Set-vices This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: nom.Siqn� by: Office of the Chief financial fficer 11 9/2/2014 : I& al Services This agreement is approved as to legal form and sufficiency: Office of C 9/2/2014 the aunty Attorney Date: II Clerk to the Board Received, for record retention: ox spy, dvy: 9/2/2014 Office of the Clerk to the Board Date: Revused:711'4 8 ................... ....... ........................................................................ DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD v yy r 7� 7 A t t > i J m � 1 +9"1 +✓a + it �., i� b ,mil + m fit i6 ✓si �rryn � I ✓ Y � y r � �i � �`w r'�� +i�"� tl J��+a( � ��✓ 1 §�� k+ Y � m ' , �✓ i � r�x 7�u� � �u� gym;. + °r s 9 ow � � w/ � Fm+✓,air/ � �pm 'o i ��'�t r�Y P � �I✓� 'r i vi i� awf��+�� r „ ��' ✓✓ru��fi i�"1� ✓7 I f 1 JW 1 f � 5; �e � Y9 �✓�'r Y� � � r Via Y d i+ e r r + r a rr�r, r m��`+ ��Y�T+,Mp�IW"' J� i ri !✓� �I ��W^ I�PII ,( rJA{�� Advantagltz-;% S(D.,rvices" �mii ✓ + 1hF Y �jd+! i�+ i+,,l { mB�4A + �' " ,. �%'� �1✓ � tr � � ,,,G �y 4lifiq✓�++ tY b"gvl�✓✓ f i �� t �r Y��q Y{ y � �+ w� ✓ +i I it � ,� + + r �?� i , & ,✓, �r� � rhl,I6� � ✓ �'� r��a +�'� �s +� �� mr o�4� .»w �� V �,rl�<<,' e °m i �r Orange Cou pity—Si!om ins Building Energy r' ariag�ermerit System -I echnicali SrlPPOr.t Pro rarni May 30, 2014 i ,Yr q r 4 �0 milli p r," i �1 + � I � i i i8" "I t,i �'� Y + + +4 + ��p k ✓ �1� 1Prl� 11 f�'�j�'�N�� kqs i �Q' �S �� +� b&��YU� k'ao; �� 6� v " ,� � k ,.��d�� m�i'��r✓�+�✓/�"�� .. `'w*P ....................I.............................. .......................................................................................................................................................................................... .................. ................................................................ DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD Table ofContents 11 Ovci'view 2 u 1111 Elecutive Sunarnar 2 V y 12 Siemens Capabilities&Commitment to Our Custorner's 3 1.3 Quality Assurance 3 2 Servi(,'.e Sailution 4 21 Service'Teanni 4 2,2 Building Automation System Services 51 2.4 General SeMces 113 dcwukq)�-A to suppof t yow uniique? 3 Maintained F.'.CjLdpnnonL'TabIes 15 31 l ist of Maintainec.1 Automation Equipment 15 4 Siornens, Industry, Iric, 18 41 Signature Page and Investrinenit 18 4,2 lemns And iCionditions 19 Appendix A. Discount(rwdl 11,abor &Material Pricing 211 Siemens Industry, Inc, May 30, 2014 Page 1 ................ ................................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 1 Overview ........... 1 A Executive Summary Orange County has made a significant investment in its facilities and the complex technical building autorriation systen'is which are critk',al to productive operations. This proposed service Solution, our Service Agreerrient, will proactively serve to protect that SLAbstantial investrmnt through a program of planned service tasks by our trained;technicalI staff. This Service Agreement has been specifically developed to Support Your unique facilities, and the services provided herein will help you in a(,hieving your goals. A suirnmary of the service program developed by Orange County and Siernens is listed below: Building Autornation:Systern Services • Factory Systern Maintenance& Energy Optirnization Program o Public Works- Siernens,Database Server * Richard I..... Witted E I u rna n Services Center * Office Building * Library Anjrnall Services Center 0 JUStice Facility • Apogee insight Software Updates—Server& Client. • Onil iine/Rernote System Support&Dia,gi,nostics, • Onsite OperatorTraining!Program Quarterly 4 Hour Sessions • Classroom Training with Hands On Labs—2 Class,Seats • Onsite,Energy Mariagemerit,/Building Automation Specialist Flextime ,General Services * Priority Based Emergency Phone& Online Response 24 7 l 365 * Priority Based Emergericy nsite Response 24/7 13665 * Dedicated Service Program Manager& Service Tochnician Team * Service Program Log Book&Written Reports of All Services Performed, * Service Program Labor Discount- Up to 201/o,off Standard Rates, * Service 11rogram Material Discount-Additional 20%off Sicrnens List Siernens Industry, Inc. May 301, 2...014 Page 2 ................................... ....... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 1' .2 Sierriens Ca pab ht ies & Commitment to Our Customers Siemens Industry, Inc. Building Technologies Division is the leading single-source provider of cost-effective facillity perforrnance solutions for the cornfort, life, safety, seUtrity, energy offliciency and operation of sorne of the most technically advanced buildings,in the world. Siemens Is pleased to offer this proposal for technical support services to y our facilrty,, For more than 150 years, Siemens has built a CUIttAre, of long-terrin commitment to customers throuc h inn iovation and technology, We are corifident that we have the capabilities to rneet your critical facility needs today and'in the future, and!we look forward!to the opportunity to serve you. 13 Ouality Asstirance At Siemens Industry, Inc., we are dedicated to customer satisfacfion. "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 YOUT program. Siemens Industry, Inc. May 30, 201!4 Page 3 DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2 Service Solution 2.1 Servi:ce Team An important benefit of your Service Agreement derives frorn 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. Oran ge.Count y's Assigned Team of Service Professionals will in,cludde: 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 I 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 'eno or Mary Beth Davis can assist with all service invoicing including your Technical Support Program and Time and Material projects, Siemens Industry, Inc. May 30, 2014 Page 4 DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2,2 BUILDINGAU1 OMB ATIO:Nl, SYSTEM SERVICES 2,21 Factory Systern Optimization / Mainteriance Prograrn the services listod below will be porfornied annually on all bUi Iding autornatior-isystern cornponerits shown in the List of Maintained Automation Equipment unless' otherwise directed by Orange COUrity. Autornation Contrals Analysis&Optimization: Automation controls can drift out of calibration with ch�angiles,in mechanical component performance characteristics, building use, and clirriatic conditions. Through this service we will extend equipment life, reduce energy consumption, and reduce the risk of costly arid disruptive breakdowns. Sierneris will provide preventive rnaintenanc-,e in accordance with a prograiin 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 iri this proposal. Software Analysis&Optirnizatiorv! Through Software Analysis& Optimization, Siemens willll help ensure that the HVAC Control System is operating properly to, rninirnize any software problems that would negatively irnpact system performance, We will address any programming,errors, failed points, points ins alarm, unresolved points or points,in operator priority, both at the front end:workstation and at the field panel, This will increase system efficiericy, assure coa,ipliance to specified conditions, and reduce the risk of costly and disruptive system problems,. We will perform this service using onsite visits arid;/or reniote services (if applicable). Control Loop Analysis &Optimizatiom Control loops by their nature drift out of calibration with changes in mechanical efficiency, buildlirig use,and clirriatic conclitions, Through this service Sierneris will ensure control lloo,ps for devices such as valves,darnpers, actuators, etc., experience minimized overshooting and oscillatory behavior. You will benefit from a: more comfortable and productive environment and lower energy consurription through more efficient equipment usage. Network Analysis & Optimization: -Through Network Analysis&Optimization,,we ensure rehab]e and optimized communication throughout your HVAC,Control System's Bui�ld'inig 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, unresollved points, and overall operation. Siemens Industry, Inc. May 30,, 201:4 Page 5 DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 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 a more comfortable and': productive environment and' benefit from lower energy Consumption through more effi�ciient 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 (CAP:)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 be investigated:and resolved. The equipment to be included as part of this service its listed in the List of Maintained Equipment in this proposal. BUSir'ICSS Protection& Recovery Services System:BackUp: ffirough this service we help protect Your HVAC Control Systm,-n's vital databases of business information from unforeseen and costlly catastrophic events (lightning strike, electrical power surge, hard drive or controllior failure, flood, Physical damage, etc.). Siemens wdl 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 incllud:e,d in this, proposal) to reload the databases and systern files frorn CLAr stored backup, COPY, to restore your Operation as soon as possible on a tirne and material basis, Siemens Industry, Inc. May 30:, 2014 Page 6 ........................................... .......... .............................................................................................................................. .... .................................................................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2,2.2 Software Upidates, Softwaro Updates, 11-irough this service,you wiill beriefit from new features arid enhancernients that will improve buildirigi operations, take advantage of the latest version changes, while extending the life of your APOGEE investment. Siernens will provide you with software and documentation updates to your existing APOGEE software annually, Included is onisite trainirig to,farniliarize you with the new fc°atut"es and theif,associaitedbenefits, These updates del i ver the benef iits of Si ealiens' commitment to compatibility by design, a conirnitment unique in our inclustry. APOGEE workstations covered under this service,are itemized ini the list of Maintained Equipment. Upgrades to P,C"s and related workstation hardware are excluded. LJInder this agreernent we shall) include Updates for(1) one Apogee Insight Advanced Server License and:add (11), one, pog!,ce Insight Advanced Client License, Siemens,Industry, Inc. May 30, 20,14 Page 7 ......... ..................... . .......... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2.2.3 Online Remote Systern: SUPport & Diagnos.tics Online, /Rernote ystern Support&diagnostics. Monday through Friclq: &0OAM- 5:00PM System and software troubleshooting and diagnostics wil I be provided: rernotely through the online Support service (up to 8 hours); to,enable faster response to emergency service requests arid to reduce the costs and disruptioris of downtirne. Siemens will respond, Monday thrOUgh Friday, during the hours of 8:001 AM—5:00 PM, excluding Holidays, upon recolving,notification of an crTiergenq, as determined by your staff and' If rkNnote diagnostics dicterr-nino a site visit is required to resolllve the problem, a technician can be dispatched, Orisite dispatch wil'i be billable per our current time and material policy (see Appendix A),. II Siemens Industry, Inc. May 3,01, 2014 Page 8 DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2.2.4 Orisite Oper"atorl"raArling Program Vhrough our indiividLjal Building Automation Operator Coachirig, we will review arld reinforce learned skills, loading to greater operator knowledge and productivity, Sierneris will assist your operators in identifying, vcrifying and resolving problems found in eXCCLIOng tasks. During the coaching sessions, we can address lag, book issues, assist your operators in becorning more self sufficient, and improve the skills, of your operators to bottor moot the needs, of your facility and their specific job responsibilities. The use of thus tii rne wi 1l I be for coaching unless othe rwi so directed'by owner. Coaching willl prornote better utili,zatillon of HVAC Control) System applications implemented in your facility. Siemens has included 4 x 4 Hour Sessions Siemens service program mianager will prepare a planned curriculum and maintain a scheduled program for the duration of the service program. Siemens Industry, Inc. May 30, 2014 Paige 9 DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2.2.5 Classroiom 'FrailriiEig WiLl-I Hairlids.-Oiri 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 li 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. Siernens has included 2 Class Seat to be used throughout the year. 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. Date Course Title TBD 20 APOGEE Workstation Operations, TBD 5-625 APOGEE Advanced Workstation Op�Epjiqns .......................... ...............................................—......................................................... ..................................................................................... TBD 5--630 APOGEFPPCLP ram,nilipl- ........................ BID 5-635 1 APOGEE Pro grarn min g for Effident Build5ing Operaflons Siemens,Industry, Inc, May 30, 201:4 Page 110 ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2.2,61 Orisi:ltel:.riergyMgr'nt/ Bt.jildiriig; AutO,r'Tiatioti: S,pecialis,t Your Onsite Buildiing 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 foflowing: page information for common service options and descriptions. Energy Management I System Custornization. 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 operationis, run times, lead I 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 fl'extime can be used for the completion of special projects / system cu:stornizatioin which require onsite Siemens automation technician labor. Emergency Onsite: Monday through Friday, 8.00AM to- 5:00PM. 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,OOP,M, excludlinig 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 air controller failure, flood, physical damage, etc.). Siemens wil:l perform scheduled database back-ups of your Insight workstation database & graphics and field panel databases and provide safe storage of this criticall 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. May 30, 2014 Page I I ... ................................................................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2, .T Equiprnerit Repair, & Replacet'i,ieri't —Tui-rilean(.] Mat(:,,riaI Repair&Replacement Services, To reduce the effects ref unbudgeted repairs, Siemens can provide labor and rnaterials to repair or replace failed or worn corriporients to rnalntain your equiprnent in peak oporating corildition. COMponents that are SLJsp(',,ctecl':of being fault y shok.,fld be repaired or replaced i n adva nce to minimize the occurrence of system interruptions, Equipment requiring attenflon willl be brought to the owrio"s attenflon. Approved repairs can be performed on a time ands material basis or through a formal proposal, Under tNs,agreement we will pirovude repair& replacement services,per OUr current time and!, materials policy (see Appenclux A), SJemens Industry, I'nc, May 30, 2014 Page 12 ................................................... ........................... ......................... ....... .. ............................................................ DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD aI 2.3 GINERAL SERVICES 2,3.1 Priority Based Er-Tierglency Phone Online Response Emergency Phone,Response—Silernens,will rnaintain o"nergency response capabilities 24)'71365, Upon receiving notification of an emergency, as determined; by your staff and Siemens,we wvilll respond' i rigily. Your staff and our response personnel will work together to determine the priority level required for response. Emergency Online Response,--Autornation systern and software troubleshootingy and cliagriostics,wilil be provided remotely throuigh the online support service (up to 8 hours)to onable faster response to ernergency service requests,and to reduce the costs and disruptions of downtime. Siemens w,ill provide this service respond within 2 hours, Monday through Friday,during:the hours of 8:0:0 AM 5:00,PM,excluding Holidays, upon receiving notification of an emergency, as cletertriined by your staff and Siemens. 111 -86:6-728-76:78 for Ern er mg R� r j 2.3.,2 Priority Based Imergency Orisite Resporise I..".mergency Onsite Responso- Ernergency nsite Rosponso can be provided to reduce the costs and:disruptions of downtime when unexpected problems occur, Siemens W11 provicl(-,,%response to all ernerg(--micy service recpuests based:on the priority level communicated between your staff and;Siemens response pers,oninel:.Siemens will maintain on.-call technicians 24 /7 365,and respond based on your staffs priority level communication. All authorized emergency services will be billei:J per OUr tirne and material policy (see Appendix A). Siemens,Industry, Inc, May 301, 20114 Page 13 ............................................................................................................................................................................................... ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ .. DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 2,33 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 wilH allso be defined for consistency M service. Please refer to page 4 of this proposal for your service tearer deLai Is. 2,3,,4 Service Program Log Book Service L.og Book:We will provide a log book containing information and guidance on the Management of thesysteryi. All service records shall be recorded and kep�t within the llog book. This log book shall serve as a reference for the customer and Siemens technical personnel. 2.3.5 Writteri Reports o f 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 D&OLIntS Service Program Customer Labor Discounts: Service program customers receive Lip to 20%,off Siemens standard labor rates in all service categories. Refer to Appendix A for details. 2,3�.7 S�(, rvice Program Customer Material Discount Service Program Customer Material Discount.- Service program customers receive an additional 201% off Siemens llii,st price. Refer to Appendix A for details. Siemens Industry, Inc. May 30, 2014 Page 14 ........................................... ........... ...... . .... ..................................................................................................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD Ci 3, Mai'n'tained Equipment Tables n. 3.1 List of Maintairied Autornation [quipin-lent Public Works, Office Qty Equipment! Manufacturer Notes Coverage 1 Apogee Insight Advanced Siemens Database Server Software Package & Graphicall User D Interface Computer 1 Apogee Insight Advanced Client Siemens Software Package D ................ Richard L. Whitted Human Services Center Qty Equipment Manufacturer Notes Coverage 3 Mechanical Equipment Controllers Siemens (MEC) D ....................... ....................................................................... 173 Terminal Equipment Controllers Siemens, (TEC): D ...... .......................... 10 PxM—Point Ex p an:sio�n Modules S..I e m e n s.................................................................................................................................... D I Apogee Ethernet Microserver Siemens (AEM) D ................................. Rpair-&Bgp:j!@cernen covera A=Labor&Materials Included B=I abor Included&Matedals Not lndoded: C=I abor Not Included&Matefials Included D=Labor Not Included&Materials Not Included Siemens Industry, Inc. May 30, 201::4 Page 15 DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD Office B,uildin Qty Equipment Manufacturer Notes Coverage 2 PC Modular Controller's (PXCM) Siemens -Power Modules, - Controller Modules D -All TX/10 Point Modules ........ ...... Terr n:i n a I Equipment Controllers Siemens (TEC) D ............ 2 BACNET Chiller Gateways Siemens i D ................................. ....................................................................................................................................... 1 Apogee Ethernet flicroserver Siemens (AEM) D Library Qty Equipment Manufacturer Notes Coverage 2 P Modular Controillers(PXCM) Siemens - Power Modules - Controller Modules D All TX/10: Point Modules 38 Terminal Equipment C'c)_ntroii e r—s" Si,ernens (TEC) D ............. A C N E T-Chiller Gateways Siemens D Apogee—Ethernet Microserver Siemens (AEM) D ................................................................._._j Rppajr&Replacernent C..overagg Qpjp K P.,y. A=Labor&Malteriats,Included B=Labor Included&Materials Not Inchided C=Labor Not lincluded&Materials IndUded D• Labor Not lnduded&Materiats Not kicluded Siernens Industry, Inc. May 30, 20,14 Page 16 DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 1 I 1 i Animal Services Center d pty Equipment. Manufacturer Notes Coverage 2 Mechanical Equipment Controllers Siernens (MEC) D. ......... i 44 Termunal Equipment.Controllers Siemens j (TEC) D 1 10 BACNET Roof Tap Unit Gateways Siemens D: ........ 1 Apogee Ethernet Mioroerver Slemens (AEM) E ti Justice Facility i Qty Equipment Manufacturer Notes Coverage 11 Mechanical Equipment Controllers Siemens (MEC) C 34 Terminal Equipment Controllers Siemens (TEC) F e ralr 1 pla eni;g;rrt L olv a_qE Q_gde Key A=Labor&Matedals lnclu�ded B=Labor Included!&Matedalls Not Included C=Labor Not Included&Matedalls Included D,=Labor Not lnduded&Miateru tills Not Included Siemens Industry, Inc. May 301, 2014 Page 17 ....................................... ..................... ....... ............................................ ......................................... .. ........................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 4 Siemer-is Industry Inc. 4,1 SiginatUre Page and Investment By and Between;: Siemens Industry, Inc, Orange County Public Works 215 Southport Drive, Suite 900 60:01 Highway 86 North Morrisville, North Carolina 275601 Hillsborough, North Carolina 27278 Services shall be provided at Orange County facilities in Orange County, North Carolina 27278. Siemens Industry, I'nc, shall provide the services,as outlined in the attached!,proposal dated 5/30:/20114 and' the attached terms and conditions. Duration: This agreement shall remain in effect for an original term of 1 Year beginnung 7/1/2014, Investment:. Year 1 12014 to 6130120 $29,424 Annually .................................................... 15 ....... Proposall accepted 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: C:4g Martin Title: Service Operations,Manager Signature Date Siemens Industry, Inc, May 30 2614 Page 13, DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 4,2 Ternis and Conditions SERVICE TERMS AND CONDITIONS(REV.10109) Article 1. General IJ (a)This Agreement constitutes the entire, complete and exclusive agreement between the parties relating to the services("Servk,,es")to be provided by SIEMENS and supersedes and cancels all prior proposals, agreements and understandings,written or oral, relating to the subject matter of tHs 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 imi the proceeds to be paid to SIEMENS Under this Agreement;, assign proceeds of the Agreement; andlor use subcontractors in performance of the Services.The terms arid conditions of this Agreement shall not be modified or rescinded except In writing,with the prior appro�vall of the Legal Departments of SIEMENS and Customer and signed by duly authorized officers or managers of SIEMENS and Customer. (b)Nothing contained'in thii5 Agreement shall be construed to g:ive 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 compieflon of the Services and termination of this Agreement. (c)Certain terms and conditions contained herein may riot 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 aplplly all term and conditions unless clearly inapplicable given: Rile type of Services included, 1.2 This Agreement shatt be governed by and enforced in accordance with the laws of the State of Illinois. Any litigation anSing under this Agreement shall be broulght ini the State or Commonwealth Ini which the Services are provide,dl to Customer.1-0,THE EXTENT'PERMI.I I-ED BY I AW,THE PAKI]ES WAIVE ANY RIGI n`T0 A JUIRY TRIAL ON MATTERS ARISING OUT OF THIS AGREEMENT, 1.3 After the expiration of the initiall Term,this Agreement shall!automatically renew for successive one year periods beginning on the anniversary date of the Initial"rerm uniess stated otherwise In lie Agreement 1.4 Efther party may terminate or amend this Agreement at the end of the Initial Term or at the end!of a renewal termi 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 9:0 days after the term i of this Agreement,Customer engages any SIEMENS employee who has performed work under this or any other agreement between Custorrier and SIEMENS,Customer shalt pay SIEMENS an amount equal to,the emptoyees 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 acrd complies with all applicable codes. 2,2 If the fire or life safety system is Included as part of the Covered Equipment does,not comply with afl appIlicable 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 obligation and retain all nionles received pursuant to this Agreerrient. 2.3 All testing and inspection of any Covered Equipment provided for in this Agreement will be performed at the time arid place and Ini 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 hioll!ds SIEMENS harmless from and' against, any liability arising from Customer's specification; of a testing schedule other than then current NFPA or other appiicable standards or laws. 2A If the Covered Equipment is altered or moved by any person,, inctuding Customer, other than SIEMENS or a person authorized by it, Customer shalt immediately niolify SIEMENS in wrifing, and! SIEMEN'S reserves the right to perlofm a reacceptanice test oini, or-, If necessary, a recommissioning of the system at Custorner's expense, Reacceptance tests will be plerformied in accordance wrthi then current N:FPA 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 reacceptance test or recommissioning that SIEMENS reasonably deems necessary;(b)notify SIEMENS of any modifications or changes to the Covered Equipment or unusual or watedatly changed operating conditions, hours of usage, system malfunctions or building alterations than may affect the Services,; (c), provide the access to any site where Services are to be performed;or(d)operate,service or nialritain the Covered Equipment in accordance with mariulfaGlurer'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. SIEMiENS will not be obligated to provide replacerrient, Covered EqUipment,ffial represents significant capital Improvement compared to the original. Exchanged at- removed components becorne the property of SIEMENS, except Hazardous Matviats,which under ail circumstances remain the property and responsibility of Customer, 3.4 Uniess agreed!otherwise,Services do not include and SIEMENS Is not responsible for(a)i (a)service or provision Of COnSUrnable SUPPIles, including bUt riot firrifted to batteries,and halon cylinder charging;(b)reinstallation or relocation of Covered Equipment;(c)painting or refinishing of Covered Equipment or surrounding surfaces„ (dl) changes to Services; (e) parts, accessories, attachments or other devices added! to Covered Equipment but riot furnished,by SIEMENS; (f)faliure to continually provide suitable operalfing environment including, but not limited! to adequate space, ventilation, electrical power and protection from the efernents; or(g),the rernoval or reinstallation of replacement valves, dampers,waterflow switches,venfinig or draining systerns.SIEMENS is not responsible for services performed on any Covered Equipment other than by SIEMENS or its agents, 15 The Services shalt be performed in a manner consistent,with the degree of care and skill ordinarily exercised by persons performing the same or similar Services fn the same locale under similar circumstances and condifions. 3.6 SIE MENS shalt perform the S ervices during its local,norm all,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 execulted by all parties hereto,. Siemens Industry, Inc. May 30, 201A Page 191 ............................. ............................................................................................................................................................................................................................................................................................................................................................................................................................................ DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD 3X All reports arid drawings specifically prepared! for and! deliverable to Customer pursuant to this Agreement ("Deliverables") shall: becorne CUStorner'S property upon full payment to StEMENS. SIEMENS may retain,file copies of such Delliverables.All other reports, notes, calculations, data,drawings,esfirniates,specifications,manuals,other documents and all computer programs,codes and:computerized materials prepared by or for SCEMENS are Instruments of SIEMENS'work("Instruments') and shalt remain SIEMENS property. Siernens,conveys no license to software uniess otherwise expressly provided in this Agreement,All Deliverables and Instruments provided to Customer are for Permitted Users'use only for the purposes d!isclos N- :1 to SIEMENS,and Customer shall riot transfer them to others or use them or perfrift ffiern to be used for any 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 SIIEM!ENIS, or use by any party other than Permitted Users,will be at Permitted Users'sole risk arid without liability to SIEMENS;andl,in addition to any other rights SIEMENS may have,Customer shall,to the extent permitted by applicable law indemnify, defend and hold! SIEMENS harmless from any cWimis, losses or damages aldsing therefrom, Nio, section of the Agreement is intended to create a waiver of Customer's rights or privileges as a sovereign entity, 3.9 Customer acknowledges that SIEMENS,, In the norrnai conduct of its business, may use concepts, skills and! know-how developed!while performing other contracts. Customer acknowledges the benefit which may accrue to R thouglh this practice, ands accordlingly agirees that anything in this Agreement notwithstanding Slemens may continue, without payment of a royalty, this practice of uisilng 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 avallable 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' irriethods of determining prices, Accordingly,Customer acknowledges that proposals, bids or actual costs may differ frorn opinions,evalualJons 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 Custorner 4.1 Custorner,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. H suich representative cannot be reached, any request for Services received from a person located at Customer's site will be deemed autholized by Customer,and SIEMENS will,In its reasonable discretion,act accordingly; (b) Provide or arrange without cost all reasonable provisions,means and access for SIEMENS to any site and the equipment where Services are to be Performed; (c) Permit SIEMENS to control andlor operate all controls,systems,apparatus,equipment and machinery necessary to p,erformi the Services; (d) Furnish S I EMiE NS with ailll available informations pertinent to the Services; (e) Obtain and! furnish to SIEMENS all approvals, permits and consents fromi government authorities and others as may be required for performance of the Services except for those SIEMENS has expressly agreed in writing to obtain; (1) 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 quiantity,nature,,];location and extent of such conditions; (g) Comply with all] laws and provide any notices required to be given to any government authorities lin connection withi the Services,except such notices SIEMENS has expressly agreed in this Agreernent to give; (h) Provide SIEMENS,with Material Safety Data Sheets IMSDS)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: (j) Furnish the specified operating environment, including without lin ion, suitable, clean, stab�le, prop,erlly conditioned electrical power and other utilities,; (k) Maintain alill Covered Equipment in good working order in compliance with all applicable laws and service, repair and replace all!Covered Equipment as necessary;and, (11) Perform inspections and tests as indicated In the Life Safety System Logbook and record same ini the Life Safety System logbook. 4.2 Customer acknowledges that the techinicall and pricing Information herein is proprietary to SIEMENS arid agrees riot to disclose or otherwise make it available to others,Subject to the provisions of Section 11(h)of the Agreementv 4.3 Customer acknowledges that it is now and shialill be at all times in control of the Services site,SIEMENS shall not have aniy responsibility,dluity or authority to direct,supervise or oversee any employees or contractors of Custorner or their work or to provide the means,methods or sequence of their work or to stop their work.SIEMENS'work arid/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 operatiori 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,frorn voluntarily addressing such issues, in the event SIEMENS does make observations,reports, suggestions or otherwise regarding such issues,,SIEMENS shall not be liable or responsible for same. 4.4 Except as expressly stated in this Agreement, Customer Is solely responsible for any removal, replacernent 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 clleared',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. Cornin 5.1 Annua:ll Fee(s) shall be adjusted for each year after the finial year of the Initial 'Perm pursuant to the agreed Price Adjustment hereto and incorporated herein. Unless otherwise agreed in writing;,this Agreement is not canceiable and!the annual fee is riot refundable except as provided herein. 5.2 Payments to be made under this Agreement will proVide for,and be in consideration of, only Services SpedtiCally included!under the Proposed Soluificni. All other Services, including but not limited to the following, shall;be separately billed or surcharged one a finie and: nialefials l (a) Siemens Industry, Inc. May 3,01, 2014 Page 20 ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD emergency Services performed at Customer's request,if Inspection does riot reveal any deficiency covered by this Agreement;(b)Services performed other than during SIEMENS'normal working hours;,and(c)Service performed on equipment not covered by this Agreement. 5�3 SIEMENS shalll invoice Customer as provided'in this Agreement, or if not expressly provided:,then on an annUall basis prior to the Start Date and annually thereafter on the anniversary Ol'such Start Date, Invoices are due and 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 deern Customer to be in breach hereof and may enforce any remedies available to it hereunder or at law,Including wi,tho,uit limitation, acceleration of payments and suspension or termination of Ser0ces at any time and without notice,and shall be entitled to compensation for Services previously performed and costs reasonablly 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 4ialf percent(1.5%g)of the amount of ffie payment per month, limited by the maximum rate permitted by law of each overdue amount undler this Agreement,CUStOrner shall reimburse SIEMENS'costs and expenses(including reasonable attorneys"and witnesses'fees.)Incurred for collection under this Agreement,If Customer disputes any portion or all at an invoice,it shalt notify SIEMENS inwrifing of the amount in dispute and the reason for its disagreement within 21 days of receipt of the Invoice.The Undisputed portion shalt 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, 5A 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 clarms ,a tax exemption or dlirect payment permit, it shall provide SIEMENS with a valid exemption certificate or peraill arid Inderninify, defend and hold SIIEMIENIS harmless from any taxes,costs and penalliesarisingi oul 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 shat be determined as the Immediate prior year price plus a price escalator based upori the U.S.Department of t..abor, Bureau of t..abor Statistics Urban Consumer Price Index.-All Urban Consumers U.S. All items, 1982— 1984=100("CPI-U"). In addition, each renewal term pflicingi shall be adjusted for any addictions or deIetionis to Services selected for the renewal)term.The price escalator shall be the latest semlannual CPI-U Identified above published prior to each annual anniversary. This escalator shall be ap�p�lIcable to each annual term, whether a renewal term or an annual term after the first year of the Initialt'rerm. Artkie 6: Changes;Delays;Excused Performance 6.1 As the Services are plerf armed,conditions may change or circumstances outsIde SIEMENS'reasonable control(such as changes of law)may develop which require S,IIEMENS to expend add4jonall costs,effort or firne to complete the Services,in which case SIEMENS shalt notify Customer and any equitable adjustment made to the compensation and tirne for performance. In the event conditions or circumstances require Services to be suspended or terminated, SIEMENS shall be cornpensated for Services performed and for costs reasonable incurred Iraq connection with the suspension or termination, 6.2 SIEMENS shall not be responsible for loss,delay,injury,damage or fai:llu:re of performance that may be caused by circumstances beyond!its control,including but not limited to acts or omissions by Custorner or its employees,agents or contractors,Acts of God,war,cMil commotion,acts or omissions, of government authorities, fire, theft, corrosion, flood, water damage, lightning, freeze-ups, strikes, lockouits, differences with workmen, riots, explosions,quarantine restrictions, delays,Ins transportation, or shortage of vehicles, fuel, labor or materials. Ins the event of any such circumstances,SIEMENS shall be excused frorri performance of the Services and the fine for performance shalt be extended by a period eqUat to the time lost plus a reasonable recovery period!, arid!the compensation equilably adjusted to compensate for additional costs SIEMENS, Incurs due to such cIrcurnstances. AHicle 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. Alll labor provided by SIEMENS hereunder found!to be detective and otherwise qualifying under this warranty,shall be re-performed by SIEMENS. Such re- performance hereunder shat riot interrupt or prolong the terms of this warranty. hi the event that any such re-performance falls to cure Such defects, then, Custarner's, exclusive remedy against SIEMENS for damages from any cause whatsoever, whether in contract or tort, shall not exceed an arriount eqUall to the limitation set forth In Section 7,5 herein. 7.2 THE EXPRESS LIMITED WARRANTY PROV1f:)ED ABOVE IS IN I IEU OF AND,EXCLUDES ALL O'T1 IER WARRANTIES,STATUTORY, EXPRESS, OR IMPLIED,, INCLUDING WITHOUT LIMITATION ALL EXPRESS OR IMPLIED, WARRANTIES OF MERCHANTABII n Y OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY, OR WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST PATENT INFRINGEMENTS OR DEFEC'rS, WHETHER IADDEN OR APPARENT', AND EXPRESS OR IMPI IED 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 SIEMFnLNS arsing out Of such hazards, Including any right of subrogallon by Customer's Insurance carrier,are hereby waived!by Customer. 74 ANY IDEAS, SUGGESTIONS, RECOMMENDATIONS, FINANCIAL EVALUATIONS, FEASIBILITY STUDIES OR ECONOMIC ANALYSIS PREPARED BY SIEMENS UNDER THIS AGREEMENT WILI REPRESENT' ITS BEST JUDGMENT BASED ON ITS EXPERIENCE AND THE AVAILABLE INFORMATION. CUSTOMER ACKNOW LEDGES THAT THE ENERGY MARKET IS VOLATILE AND SUBJECT TOFREQUENT PRICE AND REGULATORY CHANGE:S. cus'roMER FURTHER ACKNOWLEDGES THAI' SIEMENS DOES NOT CONTROL F UTURE MARKET CONDITIONS OR THE ENERGY MARKET'S REGULATORY CLIMATE, NOTHING HEREIN SHALL BE CONSTRUED BY THE CUSTOMER AS A PREDIC"T"ION OF FUTURE ENERGY MARKET CONDITIONS OR ENERGY PRICES.ACCORDINGLY,SIEMENS DOES NOT PROVIDE CUSTOMER A GUARANTY OR WARRANTY OF'rHE RESULTS OF SIEMENS' RECOMMENDATIONS, CUSTOMER MAKES'ANY" AND ALL ENERGY PROCUREMENT AND RELATED DECISIONS. CUSTOMER ACKNOWLEDGES THAT ALL ENERGY PROCUREMENT AND REt ATED DECISIONS ARE MADE AT THE:"CUSTOMER'S SOLE RISK. 715 WITH R'ESP'ECT TO ANY LtABILITY(WARRANTY OR OTHERWISE)THAT SIEMENS MAY HAVE UNDER THE AGREEMENT, IN NO EVENT SHALL SIEMENS BE LIABLE (INCLUDING WITHOUT (.IMITATION!, UNDER ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WfTHOUT t IMITATION t OST PROFITS AND/OR LOST BUSINESS OPPORTUNITIES) ARISING OUT OF OR IN CONNECTION WITH THE AGREE:':MENT ORTIdE SERVICESWIdETHERARISING INWARRANTY,TORT,CONTRACT STRICTLIAB11 ITY,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, Sk MENS' 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, agiency, warranty, trespass, indemnity or any other thieo�ry of liability, shall be limited, as liquidated i Sternens Ind'us", Inc. May 30, 20114 Page 21 .....................I .................. ............................................. ..................... ........ DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD damages, to the greater oaf$1,,01010 or 101% of the total compensation received by SIEMENS from Customer under this Agreernent. SIEMENS 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 Ilabillity,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 p�arties that SIEMENS is not an insurer and this Agreement is riot intended to be an Insurance policy or a substitute for an insurance pollicy. insurance, if any, shiall be obtained by CUStOnlier. N ees are based!solely upon the value of the Services,andi are unrelated!to the value of Customer's property of the property of others on Customer's premises. Article 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 oaf`. (a)non-rnaintainable, non-replaceablie or obsolete parts of the Equipment, including but riot limited to ductwork, shell and!tubes, heat exchangers, coills, unit cabinets, casings,refractory material,electrical wiring,water and pneumatic piping,stiwtuiral 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 manufacturers operating and environmental requirements,Acts of God,or other reasons beyond its controll. 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 darnagle that may be caused by Circumstances beyond its control,including but not restricted to acts or emissions by Customer or Its employees or agents,Acts of God,war,civil cornmotion, acts of government,fire,theft,corrosion, flood, water damage, lilghtning, freeze-ups, computer viruses, program, or system hackers, strikes, lockOUIS, differences with workmen, fials, 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 riot be responsible for the rernovat or reinstallation of replacement vallves,, dampers,,waterfllow and tamper switchies,airflow stations, and any other permanently mounted integral pipe or air duct component.Additionally,SIEMENS shiall not be responsible for any venting or draining of systems. &S WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP CUSTOMER TO ATTAIN REBA'rE,`)' AN!DiOR INCENTIVES FROM AVAILABLE SOURCES OR ENERGY/FUEL COST REDUCTION, CUSTOMER ACKNOiWI EDGES THAT ANY REBATE/INCENTIVE OR ENERGY/ FUEL COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER IS GRANTED BY A rHiRf) PARTY OUTSIDE THE CONTROL OF SIEMENS, CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILI EITHER ASSISI' CUSTOMER OR ENDEAVOR ITSELF TO OBTAIN ANY AND ALI REBATESANCENTIVES OR ENERGY1 FUEL COST REDUCTION AVAII ABI E", SIEMENS DOES NOT GUARANTEE THAT IT WILL OBTAIN OR APPLY FOR ALL REBATESIINCEN'TIVES OR ENERGY/FUEL COST REDUCTIONS THA-r MAYBE AVAILABLE TO CUSTOMER. FURTHER,CUSTOMER HEREBY RELEASES SIEMENS FROMANYANDAI L 1 IABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM SIEMENS' FAILURE TO OBTAIN OR APPLY FOR ANY REBATEI INCENTIVE OR ENERGY/FUEL.COST REDUCT ION THAT COULD IN ANYWAY BE OBTAINED BY CUSTOMER. Article 9: Hazardous Materials Provisions 9.1 The Services does not include directly or indirectly performing or arranging for the cletection, trientoring, handling, storagie, rerrioval, 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 thereuindler, arid other applicable federall, state or local flaw ("i 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. All 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 miust be agreed upon by SIEMENS before its obligations hereunder shall continue. 9.2 Customer Is solely responsible for tesIling,abating,encapsulating!,removing,,remedying or neutralizing such Hazardous Materials,and fair 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 locall 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 froim, Hazardous Materials. In such event, SIEMENS shalli receive an equitable extension of firne to complete the Services,and compensation for dellays 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 i Customer shall sign any required waste manifests in:conformance with all government regulations,listing Customer as the generator of flue waste. 9.3 Customer warrants that,prior to the execution of this Agreement,It shall notify SIEMENS in writing of any and all H'azar'dous Materials which to Customer's best knowledge are present,potentially present or likely to become present at the Services site and shalt provide a copy of any site safety policies,including but not limited to iock-out and tag procedures,chemicall hygiene plan,MlSDSs or other];terns required to be disclosed or maintained by federal;,slate,or local laws,regulations or ordinances. 9.4 CLMIomer shall to the extent permitted by applicable law, indemnify, defend and hold!SIEMENS harmless from and against any damages, losses, costs, liabilities,or expenses (including, attorneys'fees) arlising out of any Olil at Hazardous Materials or frorn Customer's breach of, or failure to pedorm its obligations under this Article,Provided however,no section of the Agreament is intended!to create a waiver of Customer's rights or privilegles as a sovereign entity. Article 10: Import/Export Indemnity 10.I Customer acknowledges that SIEMENS is required to comply with applicable export laws and reg ulafioris relating!,to the sale,exportation, transfer, assignment, disposal and usagle of the CoveredEquipment or Services provided under the Contract,, including any export license requirernents. Customer agrees that such Coverecl Equipment or Servkes shialli not at any time directly or indirectly be used, exported,soild', transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export (laws and regulations. It shat 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 11ARMI-ESS FROM ANY AND ALL COSTS,LIABILITIES,PENALTIES, SANCTIONS,AND FINIES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. Provided!however,no section of the Agreement is intended to create a waiver of Customers rights or privileges as a sovereign entity, Siemens Industry, Inc. May 30, 2014 Page 22 .............. ............................................. ....................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD Artictell, StriallBusiness Concern 11.1 SlEMENSshall adhere to FAR 52.219-8 regarding the"Utilization of Small Business Concerns",as part of its Commercial Smroalll Business Subcontracting Agreement with the federal government. SIEMENS'policy Is to offer small business concerns,inicluldin:g qrnall disadvantaged businesses, worrien owned smaWbusinesses, HUBZone small! businesses, veteran owned small businesses and service disabled!! veteran owned small businesses, the "maXIMUM practicall opportunity" to participate In performing contracts let by any commerciall entity, local j government or federal agency,inClUd1ng subcontracts for subsystems,assemblies,components,and related services for major systems, Siemens Ind'Ustry, Inc, May 3g, 24 Page 23 .......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD App:end,ix A. Discounted Labor & Material Pricing Siemens Industry, Inc. — Building Technologies Carolina District 2014 Time & Material Polic Definition: Any work requested by the custorner that does not involve a contract or prior agreement. The only work that will be performed will reSL.Alt from a customer directive. Standard Hourly Labor Rate ............. .......... .................... ..................................................................................... Mechanic Aut©matrcan Erroginrirag Fire aeurrty Electrical Specialist $104 J _ Iqq.........._L__,_ $182 .......................$1.47' L.—Al 19:...........1-117'0 .......................... ................................... _............. 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 Prey gram, Customers Value Added Hourly Labor Rate 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 501% 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 N:on-TSP customers, charges are User Net. • Rates are subject to change at anytime. • RegUlar hours, are from Sam to 5prin Monday through Friday. Time plus one-hialf will be applied after hours including Saturday, Double time will be applied on Sunday and Holidays. Siernens Industry, I'nc. May 30, 2014 Page 24 .............. DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD .............. CERTIFICATE OF LIABILITY INSURANCE ,. 11IIp12013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND', EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(tes) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsernent. A statement on this certificate does n!ot confer rights to the certificate holder In!fieu of such endorsement(s). PRODUCER CONTACT MARSH USA,ING NAME: .......................... PHONE FAX 445 SOUTH SIREET 01c,No,E x1i);.............................. (AIC,No): MORRIS I OWN,NJ U1960-6454 E-MAIL ADDRE§Si ......................... IN NE Pfd(S)qf`ORDIING COVE AGE r NAIC# 100129 6 719A-SBTI4'04 228 Ras NG0 INSURER A HDI.CxMing Afneri�,@I I osuranoa Gwipany INSURED d O .. ............ SlI,MFNS INDUSTRY,INC.INCLUDING ..............I1......................................... BUILDING 11,I."CIINOLOGIES DIV00N INSURER C The Chader Oak Fire Insurance Company 25515 .......... 1000 DI ERFIELD PARKWAY R D BUFFAI-0 GRONJI..,It ..INSURE 60089,4513 ..........I.................. INSURER E: ... ......................... INSURER F. COVERAGES CERTIFICATE NUMBER: NYC 006152385-01 REVISION N�UMBER: ........................................................................... I HIS IS rO CERTIFY THA]" THE POLICIES OF INSURANCE LISTED,BELOW HAVE BEEN'ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTW"ASTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERfWICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSNONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. dN SRI Abbilslubg 11-_1111-1-11-1111-11-- POLTOYEFF � 0601 q E xv, TYPE OF INSURANCE INSR wvO POLICY NUMBER IMMAHAYM.1m LiMITS ............ A GENERAL LiABIILITY GLD1110105 1010112013 10012014 1,000,000 b A ONE'TO k tN T E D X COMME RCAL GENERA.UAWLITY E,I„�M IS ES(Ea awknence) is x Oc'GILIR LIMED 100,000 CLAIMS-MADE EXI (Any arse IpLysafi) Is 1,0G0,0010 PERSONAL&ADV INJURY I$ GENERAL AGGREGATE GENII,AGGFt.-.GA1ILIMITAPPLIES PER: PRODUCTS COMPIOP AGG X POLIC;Y ILOC C<WBINEO SNGLE UMII 13 AU 10140011I..E.LIABILITY iTC2,JC&P744U_34A13 I501/2013 10M12014 2,0(@,000 X ANY AU 10 BODILY WJUIRY(Per porwn) s NIA X All()W�JED SMIEDULED BODILY INJURY(PWL 00��dent) $ NIA A ifos AUTOS NON-OWNE.A.) Pw.)PE;kf W'A'GE X HIIREDAUTOS x AUTOS War ac-41000), ................... . .................... O(,C UMBRELLA LIAR OCCUR I EACH OCCURRENCE ................. EXCESS_IAB CE AGGREGATF CLAMS,MA DED RE'TENTION$ PENSA71ON 1010112013 10MV2014 EX7M�STTI7- 0I HWORKERS COM TC20UB744OL271 1!3(AOS) OR�LIM � ER -TORY LIMITS ANO EMPLOYERS'LiAVIII-ITY YINI i 1,000,000 ANY R:IROPIalf.-.'R'Ol��)rARTNEFVEXfi(,,UTRVE TRJUB744008313(AZ,MA,OR WI) 10101120�13 10MV2014 $ 0FRCERMEMBER EXCLUDED? �NrA J.,I,,_EACH ACCIDENT (Mandatory In NH) 9 11VVXJIU67440L 33813(OHI&WA) 101011 1'13 10,0112014 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 fps desalbe urxWr D RIPTION OF,OPERATIONS below $5000[]!MIT 1$500K SIR L.1..DkSEASE-POLICY UMIT S .............. DESCRIPTION OF OPERAIIONS I LOCATION'S IVEHICLES (Attach ACORD 101,Addiflonall Remarks Schedute,if more 5pnee Is roquired) RE:JOB NO,N/A SEE ATTACHED ............................... CERTIFICATE HOLDER CANCELLATION Co UN I Y OF ORANG I' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ASSE[MANAGEMENI SERVICES THE EXPIRATION DATE THEREOF, NO'TICE WILL BE DELIVERED IN 600 NC HIGHN AY 86 N ACCORDANCE WITH THE POLICY PROVISIONS. 10.1-SBOROUGH,NC 2?278 AUTHORIZED REPRESENTATIVE of Marsh USA Inc, Manashii Mukherjee ............. ...... 0)1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(201�01015) The ACORD name and logo are registered marks of ACORD