HomeMy WebLinkAbout2015-169-E AMS - Siemens Industry Inc. - Addendum to Existing Service Agreement dated 2/10/2015 DocuSign Envelope ID: 3CB53A1 D-004F-4B51-913A-A5ED432F87BC
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TITLE Service Addendum
FY 2015
0RANGE COUNTY
CONTRACT UNDER $15,000.00
NORTH CAROLINA
I I HIS AGREEMENT, made and entered into this 2nd day of March, 2015, ("'Effective Date") by,
and between Orange County, North Carolina, a body politic and corporate organized tinder the laws of the
State of North Carolina, (tile "County"), party of the first pail-. and Sierneris Industry, Inc. (tile "Provider"),
party ofthe second part-,
WITNESSETH:
For the Purpose and subject to the terms and conditions hercinafier set forth, the County hereby
contracts for the services of the Provider, and the Provider agrees to provide the following services to the
County in accordance with the terms of this Agreement, time being ofthe essence:
The services and/or materials (hereinafter referred to collectively as "Services") to be furnished
tinder this Agreement are as follows: Addendum to Existing Service Agreement dated February 10`r'' 15,
as described in attached service agreement.
The term of this agreement rendered Strait be from February 10, 2015 to June 30, 2015.
Provider represents and agrees that Provider is qualified to perform and fully capable ot'performing and
providing the services required or necessary tinder this Agreement in a fully competent, professional and
timely manner to the satisfaction ofthe County. Provider shall be responsible for all errors or omissions, in
the performance of" tile Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities,mistakes or conflicts at no additional cost to the Couiny. Provider agrees that Provider shall riot
sub-contract any of the services to be provided in this Agreement, nor shall 11,1rovider assign any right or
responsibility granted or required by this Agreement,Without the prior written approval of the County.
SPEC IFICTERMS
I.. P" anent: The County agrees to pay at the rates specified for Services :satisfactorily
performed in accord with this Agreement. ]'lie amount to be paid by the County shall not exceed eight
thousand and two dollars, ('$8002). Payment shall be made within thirty (30) days of all invoice property
submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County
may, without fault. or penalty, withhold any payment associate(] with the %vork to be performed until such
time as said work is completed.
2. Non waiver: Failure by County at any time to require the performance by Provider of any
of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor
shall any waiver by the County of any breach be field to be a waiver of arly Succeeding breach or a waiver of
this Non-Waiver Clause.
-3. Indepencient---Co.t-i-.t.ract-or.-. The Provider shall operate as all independent contractor and tile
County shall not be responsible for any ofthe Provider's acts or omissions. 'file Provider shall riot be treated
as an employee with respect to the Services performed hereunder for J adcral or state tax, unemployment or
workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of
any kind shall be withheld or paid by the County oil behalf of the Provider or tile employees of the Provider,
4. 1 u s ti rance: Provider shall obtain,, at its sole expense,, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and ally additional insurance as may
be required by Owner's Risk Manager as such insurance requi I rciliLrits are described ill the Orange County
RerviNed l0/14 1
DocuSign Envelope ID: 3CB53A1 D-004F-4B51-913A-A5ED432F87BC
Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
incorporated, herein by reference and may be viewed at htt )L,1131 ��jj.'Qy�p Qts
p -ri ur aSin 1/ 1),
If Owner's Risk Manager determines additional insurance coverage is required such additional insurance
shall consist of`N/A (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.
5. lRdetnonity: The Provider agrees to defend, indernrufy, and hold harmless Orange County
frorn all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or ornission on the
part of the Provider.
6. Termination: This Agreement may be terminated at any tirne by mutual written agreement of
the parties or by the County upon written notice to the Provider.
7. Entire Agreement and Signptnre.s: The parties have read this Agreement and agree to be
bound by all of its terns, and further agree that it constitutes the complete and exclusive statement of the
Agreement between the parties unless and until modified in writing and signed by the parties. This
Agreement together with any amendments 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.
8. Priority: In determining the basic services to be provided, should any documents be
referenced in or attached to this Agreement, the terins herein shall have priority in any conflict between the
terms of referenced documents and the terms of this Agreement.
9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the
State of North Carolina, Should either party initiate litigation to settle any dispute involving the terms of this
Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in
Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local,
state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws.
10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with
respect to any provision of, or the performance or noel-performance of, this Agreement shall be brought in
the General Court of Justice 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. Binding
arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
11. Non Appropriatioi : Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of Public funding tinder 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,
[SIGNATURE PAGE TO FOLLOW1
Revised 10/14 2
DocuSign Envelope ID: 3CB53A1D-004F-4851-913A-A5ED432F87BC
IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANqE 0CUQ" PROVWER
,TY
gne y: DocuSigned by:
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200 S.Cameron St. Siemens Industry,Inc
P.O. Box 8181 215 Southport Drive, Suite 900
Hillsborough,NC 27278 Morrisville,NC 27560
Revised 10/14
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Orange COUnt _. Siemens— *Addendum to Existing Service Agreement*
February 10, 2015
DocuSign Envelope ID:3CB53A1 D-004F-4B51-913A-A5ED432F87BC
Addendum to Existing Siemens Service Agreement
1 Overview
1 .1 Executive Summary
Building Mechanical System Services
o Preventative Maintenance of Airborne Infection Isolation (All) Room Mechanical Systems
o Richard L. Whitted Human Services Center
o Southern; Human Service Center
Building Automation System Services
o Automation Service Technician Flextime Program —4 Days
o Special Project—Alarms
2 Service Solution
2.1 Preventative Maintenance of Airborne Infectious Isolation (All)
Room Mechanical Systems
General Notes. This service agreement consists of the following mechanical preventative
maintenance program. Below is the schedule for a quarterly program followed by the preventative
maintenance tasks per equipment at the Orange County Isolation Rooms on the next page. Repair
and replacement coverage is not included for the equipment and will be billed based on Siemens
most current time and material pricing,
Exhaust Fans —Two (2), Model: CWB-1 01 HP-4-X
*ANNUAL MAINTENANCE — 1 /Year
1. Change drive belt,
2. Check tightness of set screws on motor and fan sheaves and fan wheel
3. Check all bearing mountings for tightness
4. Clean fans,shafts and drives of excessive grease and dirt
5. Oil and grease all motor and fan bearings.
*OPERATING I NSPECTION —3/Year
1. Check drive belt for adjustment, tension and wear
2. Check tightness of set screws on motor and fan sheaves and fan wheel
3. Check all bearing mountings for tightness
4. Clean fans, shafts and drives of excessive grease and dirt
*Since this addendum covers a 6 month period Siemens will execute one (1) Annual Maintenance visit and one
(1) Operating Inspection visit. The FY 2015-2016 contract will cover a total of four inspections, one per quarter.
Siemens Industry, Inc. February 10, 2015 Page 2
DocuSign Envelope ID:3CB53A1 D-004F-4B51-913A-A5ED432F87BC
Filters:
Filters,for the AIIRs will be inspected during each visit and changed as needed. One (1)filter change per
year is covered in this agreement. Any additional changes will be billed to Orange County as per our Time
and Material rates
2.2 Automation Service Technician Flextime Program — 4 Days, per Year
The flextime can be used for the completion of special projects which require onsiite Siemens automation
technician labor.
o Special Project Scope:
■ Research and identify the appropriate points to alarm
• Organize into Critical (wake me up) and Essential (need to investigate as time allows)
■ Program the approved I ist of alarms
• Add Critical alarms to RENO (Remote Notification)
• Refine alarms as directed by Orange County staff—ongoing
Siemens Industry, Inc. February 10, 2015 Page 3
DocuSign Envelope ID: 3CB53A1 D-004F-4B51-913A-A5ED432F87BC
3 Siemens Industry, Inc.
3.1 SignatUre Page and Inv estrri(-')nt
By and Between:
Siemens Industry, Inc. Orange County Asset Management Services
215 Southport Drive, Suite 900 131 West Margaret Lane
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 addendum (dated
2/10/2015)to the existing service agreement dated 5/25/2013, The terms and conditions of the
existing service agreement dated 5/25/2013 will remain in effect.
Duration: This addendum shall remain in effect for a term beginning 2/10/2015 through 6/30/2015.
Investment:
5 Month Addendum 2/10/2015 to 6Y3012015 $8,002
Existing Contract 7/1/2014 to 6/30/2015 $29,424
—........................ -
FY 2014-2015 Investment $37,426
Proposal accel2ted by: Proposal submitted by:
Orange County Asset Management Services Siemens Industry, Inc.
By: By: Jacob C. Snyder
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. December 1 5, 201 4 Page 4
DocuSign Envelope ID:3CB53A1D-C04F-4B51-913A-A5ED432F87BC
4.2 Terms rid Conditions
SERVICE TERM'S AND CONDITIONS(REV,10/019)
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 clearly inapplicable given the type of
Services included.
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1.3 After the expiration of the Initial Tema,this Agreement shall'automatically renew for successive one year periods beginning on the anniversary
date of the Initial Term unless stated otherwise in the Agreement
1.4 Esther party may terminate 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 comply with all applicable codes or if removal of any
Covered Equipment from coverage would compromise or impair the integrity or the comphiance 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 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("WPA")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. Reacceptance 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 reacceptance 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 maybe 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 originai. 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 Uinlss agreed otherwise, Services do not include and SIEMENS is not responsible far lima; (a)service or provision of consumable supplies,
including but not limited to batteries and halon cylinder charging;(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 liimiited
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 locale 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 its 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 25, 2013 Page 19
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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,feasibifity
studies or economic analyses prepared by SIEMENS, the documents prepared for the Customer wiH 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
4.1 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 wilt,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 perfbrmecl;
(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 furnish to SIEMENS all approvals, permits and consents from government authorities and others as may be required for
performance at 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 Taws and provide any notices required to be given to any government 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;
(t) 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,
(l) 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_,7031rcl ro(Ir la t iityir:W of Si 0rr)D 111x?x j ALt"r-A reernient-
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 sa"conditions or deficiencies of Customer or others at Customers 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 not 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 alll 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 finat 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 annuall 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, Ali 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 performed
other than during SIEMENS'normal working hours;and(c)Service performed on equipment not covered by this Agreement.
5.3 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
fo"rUeC4 vv4h 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 agireest 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'
fees) incurred for coflection under this Agreement If Customer disputes any portion or all of an invoice, it shall notify SIEMENS in writing of the
Siemens Industry, Inc. May 25, 2010 Page 20
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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 r0ated to the Services Customer shall pay such amounts or reimburse SIEMENS for any amounts A pays. If Customer claims
a tax exemption or direct payment permit, A shall provide SIEMENS with a valid exemption certificate or permit and indemnify, defend and hold
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-All 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
semh-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 6: Changes;Delays;Excused Performance
6.1 As the Services are performed,conditions may change or circumstances outside SIEMENS'reasonable control(such as changes 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 As 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 lost 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 fafls, 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
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.
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 of (a) non-maintainable,
non-replaceable or obsolete parts of the Equipment, including but not limited to ductwork, shell and tubes, heat exchangers, coils, unit cabinets,
Siemens Industry, Inc. May 25, 2013 Page 21
DocuSign Envelope ID:3CB53A1 D-004F-4B51-913A-A5ED432F87BC
casings, refractory material,electrical wiring,water and pneumatic piping,structural supports,cooling tower fill,slats and basins,etc.untess 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 manufacturer's operating and environmental requirements,Acts 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 As control, including but not
restricted to acts or omissions by Customer or its employees or agents,Acts of God,war, civil commotion, acts 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 duct component.Additionally, SIEMENS shall not be responsible for any venting or
draining of systems,
8.5 WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP CUSTOMER TO ATTAIN REBATES ANIDIOR, INCENTIVES FROM
AVAILABLE SOURCES OR ENERGY1FUEL COST REDUCTION, CUSTOMER ACKNOWLEDGES THAT ANY REBATE/]NCENTIVE 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 REBATE S/I NC ENTIVES 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, monitodrig, 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 focal 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. 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 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 tftIe,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,
9.3 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 knoMedge 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 tog;procedures,chemical hygiene plan, MSDSs or other items required to be disclosed or
maintained by federal,state,or local laws,regulations or ordinances.
Article 10: Import/Export Indemnity
Article 11: Small Business Concern
11.1 SIEMENS shall adhere to FAR 52.219-8 regarding the"Utifization 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 smafl-businesses, HUB one 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 25, 2013 Page 22
DocuSign Envelope ID:3CB53A1D-CO4F-4851-913A-A5ED432F87BC
DATE(2 M)DDIYYYY)
C"R " CERTIFICATE OF LIABILITY INSURANCE 014
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 ppolicy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the poolicy,certain policies may require an endorsement. A statement on this certificate dines not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
HARSH USA,INC. NAM4F
445 SOUTH STREET (AIGNo.Extp: AC Nap:
MORRISTOWN,NJ 07960-6454 E-MAIL
AIDDRESS; .
INSURER51 aEOR.CIING.C�7!v1RA�GE.. .... __ NaIC MM
- -
100129-6-7BA-SBT1-14115 228 . ...._
INSURER B y
INSURED The Travelers Indemnity Company 25656
SIEMENS INDUSTRY.INC;,INCLUDING ....... _........, _._..
BUILDING TECHNOLOGIES DIVISION'' INSURER c:The Charter Oak Fire Insurance Company 25615
1000 DEERFIELD PARKWAY wNSURUR.P Travelers Property Casualty Co of Ame�Ica 25674
BUFFALO GROVE,IL 60099-4513 -- -
IN"aURER E,
INSURER F
COVERAGES CERTIFICATE NUMBER: NYC;'-1106752385-02 REVISION NUMBER:.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR (OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY T"HE. POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH PCOLICIIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
A .
i iSR ___�._ b_L SUBR POLICY EEE POLICY E%P LIMITS
L:TR TYPE OF INSURANCE POLICY NUMBER IMM/DDIYYYY MMIDDIYYYY
A GENERAL LIABILITY GLD1110ID6 /010142014 1010112015 EACH OCCURRENCE $ 1,000,000
DAMAGE T'C7 RLN 1 E C] 14100,000
COMMERCIAL GENERA_L,LIABILITY PREMISE;5 Eza occur[tLngq .
CtAIMS-MADE OCCUR MED EXP(Any one pefson9 $ 100�0�1
._....0
PERSONAL.&ADVINJURY $ 1,000,000
GENERAL AGGREGATE $ 10,000,000
GEN'L.AGGREGATE:.LIMIT APPLIES PER PH0DLICT6-COMP'IOP A.GG $. I INC L.
X POLICY PRp- LOG $
O AUTOMOBILE LIABILITY TC2JCAP7440L34A14 1010192014 1010112015 COMBINED SINGLE LIMIT 2 000 0r
1E4 ag�,de�,pl) ....
X ANY AUTO, 'BOMLY INJURY(Par person)_......$ ., .......,._ NA
AEI.O'a'A+dEG SCI-IEGIk1L,ED ...... .............- ........._....,._......,......- .._,..._.._,._.,.....__,.,_.
X BODILY INJURY(Per GCad a tll $ NIA
AUTOS ALJT`OS
X NON•OVf WED i'R(,1PER'rY'DATMAO&'. $, NI'A
HIRED AUTO edarJ. ____...._.. .._.....
$
UMBRELLA UAB OCCUR EACI•IOCC'URRE:NCE $
..... EXCESS LIAR CLAIMS-MADE AGGREGATE S
'... DED RE TENT ION$ '$
C WORKERS COMPENSATION TC20UB744OL27I14(ADS) om1920141 10101192015 X f Y✓C STAT u- oTrn
AND B �A�a^ PRO RIEETORIPARTNERRI X ECUTlv'E YIN N rA TRICUB744OL28314(AZ,MA,OR 8 WI) 101011'2014 1010'1/2015 E L EACH ACCIDENT LB i 1,000,000 1
D pMandatory In NHp TWX1UB7440L33814(OH$WA) 1040192014 1010112015 E L DI E',ASE-E.A Ew�IPLOr EE S 10'00,0
It y ,describe under
$5t10K LIMIT 1$500K SIR""' 1,000,000
DESCRIPTUGN..OF OPERATIONS 17elow E L DISEASE POLVCw LTMrn $
(DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 141,Additional Remarks Schedule,If more space W required)
RE,JOB NO,,NA
SEE Al I"AC I IED,
CERTIFICATE HOLDER CANCELLATION'
COUNTY OF ORANGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
ASSET MANAGEMENT SERVICES THE EXPIRATION DATE THIEREOF, NOTICE, WALL BE DELIVERED IN
600 NC HIGHWAY 86 N ACCORDANCE WITH THE POLICY PROVISIONS.
HILLSBOROUGH,NC 27278
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
Manashi MLukher}ec mow► ; ..
c@ 1988-2010 ACCORD CORPORATION. All rights reserved.
ACCORD 25(2010/05) The ACCORD name and logo are registered)marks of ACtOR'D
DocuSign Envelope ID:3CB53A1D-CO4F-4851-913A-A5ED432F87BC
AGENCY CUSTOMER ID: 100129
LOC#: Morristown
a
ADDITIONAL REMARKS SCHEDULE Page 2 of 2
AGENCY NAMED INSURED
MARSH USA,INC. SIEMENS INDUSTRY,INC INCLUDING
BULDING TECHNOLOGIES DIVISION
POLICY NUMBER 1000 DEERFIELD PARKWAY
BUFFALO GROVE,IL 60089-4513
CARRIER NAIL COr?E
r=FFFCTIVE DATE:
ADDITIONAL REMARKS,
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM",
FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance
RE:,JOLT NO, N/A
COUNTY OF ORANGE:ASSET MANAGEMENT SERVICES IS INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABRJ IY AND AUIOMOBILE LIABILITY INSURANCE
POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL,INSURED UNDER THESE POLICIES SHALL B�E PRIMARY AND NON-CONTRIBUTORY INSURANCE 110 T HE EXTENT A CLAIM ARISES
FROM THE NEGLIGENCE OF SIEMENS INDUSTRY INC.OR ITS SUBCON TRACTORS WITH RESPECT TO ALL OPERATIONS OF THE INSURED BUT ONLY WITH RESPECT TO ALL WORK PERFORMED BY
AND ON BEHALF OF THE NAMED INSURED,SIEMENS INDUSTRY,INC,FOR CERTIFICATE HOLDER LINDER CONTRACT
IF THESE POLICIES ARE CANCEL LED FOR ANY REASON OTHER MAN NON PAY'MENI OF PREMIUM,THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE GERTWiCATE HOLDER UP 10 60
DAYS PRIOR 10 THE CANCELLATION OR AS RE001RED BY WRITTEN CONTRACT,WHICHEVER IS LESS.
ACORD 101 (2008101) 0 2008 ACOtRD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID:3CB53A1D-004F-4851-913A-A5ED432F87BC
Ma f sh USA Inc.
11001 Lakefine BW., Bldg 1,Suge200
AUStin,TX 78717
512 342 4400 Fax 212 948 0622
"SiernwS'cSg@PMarSK=
M e m®R
To: To Whom lit May Concern
Date: Septeriber 25, 2014
From: Marsh CSS
Subject: Siemens Corporation
Certificates of Insurance,
2014- 2016 Policy Year
As a Siemens Corporation Certificate Holder, please find attached your company's renewal
certificate for the 10/l/2014 - 10/1/2015 policy period, If you do not require this Certificate of
Insurance, please advice by marking "DELEFE" on the certificate and returning it via email
(ii isiei'vieiis.csg@iii,arsli.coni') or fax to (212) 948 0621
Best regards,
Marsh CSS
E4- W-A&vtwnan ccmpanies