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HomeMy WebLinkAbout2015-238-E AMS - Siemens Industry, Inc. for dehumidification strategy at WHSC Room 230 Unit AHU-2A $2,550 DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 NORTH CAROLINA CONSTRucTiON SERVICES AGREEMENT UNDER $50,000 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter "Agreement"), is made and entered into this 22nd day of May, 2015 by and between Orange County, North Carolina (hereinafter the "'Owner") party of the first part; and Siemens industry, Inc (hereinafter the "Contractor",), party of the second part; W I TN E S S E T It: For the purpose and subject to the terms and conditions hereinafter set forth, the Owner hereby contracts for the construction services of the (7ontractor, and the Contractor agrees to provide the construction services to the Owner in accordance with the terrns of this Agreement. I. TERM Beginning and ending dates of contract: May 22, 2015 through May 29, 2015. Tile Project Commencement Date shall be May 26, 2015. 2. MAXIMUM A MOUNT PAYABLE Dollar Amount Not to Exceed: two thousand five hundred fifty dollars($2,550) 3. SERVICES Contractor agrees to provide the following, construction services (the '"Work"): create and implement De-humidification strategy for the Whitted Human Services Center Conference Room 230, unit AIJU-2A, as detailed in provided proposal 546-TM-0006, dated May 18, 2015. Contractor shall not sub-contract all or amy part of the construction services provided for in this Agreement without prior written approval of the Owner. Contractor shall be responsible for all errors or omissions, in the perl"Ormance of the Agreement. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to Owner. 4. PAYMENT Contractor shall submit an invoice for construction services provided. The invoice shall contain Contractor's name and 1i�deral tax identification number and shall be signed and dated by an officer of Contractor. It shall detail all construction services provided in payment requests. The Owner will make payments to Contractor within thirty (30) days after receipt of and approval of the invoice by the contracting department. In the event the amount stated on an invoice is disputed by Owner, then Owner may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. In addition, should Contractor fail to perform its duties under the terms of this Agreement, Owner may, without 1,11LIlt or penalty, withhold any payment associated with the Work to be performed until such time as said work is completed. 5. RELATIONSHIPOF PARTIES DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 Contractor is an independent contractor of the Owner. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the construction services under this Agreement. Such personnel shall not be employees of car have any contractual relationship with the Owner. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted Linder state and local law to perform such construction services. It is further agreed that Contractor will obey all State and Federal statutes, rules and regulations which are applicable to provisions of the construction services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or agent oaf f the Owner. 6. TERMINATION `I'lli s Agreement may be tenninated by Contractor upon thirty (30) days' written notice to the Owner, and the Owner may terminate this Agreement u on thirty (30') days' written notice to P Contractor. This or any other written notice shall be delivered via certified mail, return receipt requested to the parties at the addresses as shown on the signature page to this Agreement. 7. INSURANCE REQUIREMENTS Contractor shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owners Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at fittp://oraigecouiitync,gov/purchasing/contracts.q-,p), If Owner's Risk Manager determines additional insurance coverage Is required such additional insurance shall be designated here (if no additional insurance required mark N/A as being not applicable). Contractor shall not commence construction work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. INDEMNIFICATION Contractor agrees to defend, indeninify, save, and protect Owner and Owner's lender, ifany, harmless from and against any and all claims, liens, liabilities, losses,, damages, causes of action, and expenses (including court costs, and reasonable attorney's fees related thereto) arising out of, in connection with, or resulting from any negligence, act or failure to act by the Contractor, the Contractor's agents, assigns or employees related to the Work, Contractor is responsible 1"or all errors or omissions caused by its agents, contractors, employees, or assigns in the performance of this Agreement. It is the intent of this section to require Contractor to indemnify the Owner to the full extent permitted Linder North Carolina law, 9. NON-ASSIGNMENT Contractor shall not assign all or any pail of this Agreement, including rights to payments, to any other party without the prior written consent of the Owner. 10. NON—APPROPRIA"I'ION aces, ed 10/14 2 DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate, In the event that public funds are unavailable and not appropriated for the performance of' Owner's obligations Linder this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of'public funds. It is expressly agreed that Owner 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 Owner's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement,, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal authority. 11. DIGITAL ' IGNATURES This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Patties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 1.2. ENTIRE AGREEMENT The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it, together with specifically referenced documents, constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified by a written amendment to this Agreement signed by the parties,. Modifications may be evidenced by telef.'acsimile signatures. Should any conflict arise in the terms of any documents referenced herein and this Agreement the terms of this Agreement shall be given priority and shall control over all other such documents. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of the proposal. 13. COMPLIANCE WITH LAW/GOVERNING LAW Both parties agree that this Agreement shall be governed by the laws of the State of N r orth Carolina and any action brought tinder this Agreement shall be brought in the General Court of Justice of the State of North Carolina in Orange ("aunty. 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. [SIGNA-ruRI:, PAGE TO FOLL,OW] Revised l0fl4 3 DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 IN WITNESS WHEREOF' Orange County and the Contractor have signed this agreement, effective as of the day and date first above written. ORANGE COUNTY CONTRACTOR DocuSigned by: rDocuSigned by: By By 477 316�V2%7 Coun"Wgff Siemen'sJn`(Tul S , nC 200 S. Cameron St. 215 Southport Drive, Suite 900 P.O. Box 8181 Morrisville,NC 27560 Hillsborough,NC 27278 Revised 10114 4 DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 SIEMENS Customer Proposal grange County, No.: 546-TM-0006 Attm Paul Sorrell Date: May 18, 20!15 Expires" August 18, 2015 Project: Implement De-humidification Strategy for the Whitted Conference Rm (AHU-2A) T&M Not to Exceed Price: $2,550 Two Thousand Five Hundred and Fifty Dollars Scope of Work * Siemens will perform the following tasks: • Create and implement de-hrunidification strategy programming for AHU-2A • Update Insight graphic for AHLJ-2A • Commission AHU-2A de-humidification sequence • Customer training on the new sequence • Update As-Built drawings for sequence change * The following time is allowed under this scope of work. a) Automation Technician: Not to Exceed 16 hours b) Minimal Coordination Time Clarifications • ']'his Not to Exceed proposal does not guarantee project completion. If unforeseen obstacles prevent pro.iect completion YOU will be notified before the cost exceeds the price listed above. • On-site set-vice requires a four(4)hour minimum charge, Online service requires a two(2)hour minimum charge. lo Charges start from the time of dispatch to the time the work is complete. o Regular hours are from 8arn to 5pm Monday through Friday. o Additional time exceeding 16 hour,;will be,billed according to ourTirne& Material Policy o Final invoice will reflect actual costs per Our time and material policy. The Terms an(I 0.)nclitions oj'Sale shown on the attached are a ln.irl hereql" Proposal Accei)ted: Proposal Submitted: Siemens Industry, Inc. is authorized Siemens Industry, lnc, to proceed with the work as proposed. Purchaser Seller Siemens Industry, Inc. By By Jacob Snyder Title Title Account Executive Date Date May 18, 2015 Pagel of4 DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 GENERAL TERMS AND CONDITIONS (Solutions) Article ?: General 2.2 If any know-how, tools and related documentation owned or 1.1 These General Terms and Conditions, including any licensed by Siemens and used by Siemens to install or commissiion supplemental'terms(each a"Rider"), are attached to and made part Equipment and Software for operation at the Site, including but not of the Proposal or other document as the case may be including any limited to tools for installing any Software, perfomning diagnostics on change order, in which these General Terms and Conditions are Equipment as installled at the Site as well as any reports, notes, incorporated (the° zmccrnaerat')o fleet when approved in writin by the calculations, data, drawings, estimates, specifications, manuals" Customer and accepted by an authorized representative of Siemens documents" all computer programs, codes and computerized shall (a) constitute the entire, complete and exclusive contract materials prepared byy or for Siemens and used by Siemens to between the parties(this"agreement") (i)to implement the work and provide the Work ("lrastniments") are provided to the Customer services identified in the Scope of Work or Proposed Solution under this Agreement, any such instruments shall remain Siemens section of the Document (collectively, the "Work")to be provided by property, including the intellectual property conceived or developed Siemens and (ii) for the physical equipment ('"Equipment'), software y Siemens in the Instruments. owned or licensable by Siemens ( Software'), any related 2.3 In addition„ all intellectual property:(i)that has been conceived or documentation (`Related Documentation'), deliverable Instruments developed by an employee or subcontractor of Siemens before (as defined in Section 2.2), and Work Product deliverables (as Siemens performs any Work under this Agreement; (ii) that is defined in Section 2.1) identified in the Document to be provided by conceived or developped by such employee or subcontractor at any Siemens under the A reement in accordance with the performance time wholly independently of Siemens performing the Work under this of the Work (collective y, the "Deliverables') and (b)supersedes and Agreement; or, (iii)if developed while performing the Work under this cancels all prior proposals" agreements and understandings,written Agreement, where the development of intellectual property for the or oral, relating to the subject matter of this Agreement. benefit of the Customer is not expressly identified as an item of Work 1.2 Neither party may assign this Agreement or any rights or to be provided to the Customer or where such Work comprised or obligations hereunder without the prior written consent of the other corresponded to an update, improvement, confi uration„ or exce t that either party may assign this Agreement to its affiliates modification of Equipment or Software made in the ordinary course and Siemens may grant a security interest in the proceeds to be paid) of business solely to allow such products to interface with any to Siemens under this Agreement; assign proceeds of this software and/or equipment and/or to operate at a site specified by Agreement;and/or use subcontractors.in performance of the Work. Customer, (collectively,"Siemens Pre-existing lntellectua Prz7ge'ty 1.3 The terms and conditions of this Agreement shall not be that may be included in scope provided to the Customer under tfiis modified or rescinded except in writing signed by duly authorized Agreement shall also remain Siemens' property including the officers or managers of Siemens and Customer. Siemens Pre-existing Intellectual Property included in the Work 1.4 In the event of conflict between the other sections of the Product Deliverables, Siemens Pre-existin Intellectual Property is Document and these General!Terms and Conditions, these General also included i,n all reports, notes, calculyations data, drawings, Terms and Conditions shall control. In the event of conflict between estimates, specifications, manuals, documents, all computer a Rider and any section of the Document or these General Terms programs, codes and computerized materials prepared by or for and Conditions, the Rider shall control. Any differing or additional Siemens. terms and conditions in any purchase order or other document are 24 All Work (Product Deliverables and any Instruments provided to of no force and effect unless specifically accepted in writing by the the Customer are for the Customer's use and only for the purposes parties. disclosed to 'Siemens. Siemens hereby grants the Customer a 1.5 Nothing contained in this Agreement shall be construed to give royalty-free (once all payments due under this Agreement are paid any rights or benefits to anyone other than the Customer and to Siemens), non-transferable, perpetual, nonexclusive license to Siemens without the express written consent of both parties. All use any Siemens Pre-existing Intellectual Propertyy sole/y as provisions of this Agreement allocating responsibility or liability incorporated into the Work and Deliverables (Nncruding Work between the parties shall survive the completion of the Work and Product Deliverables and any Instruments provided to the Customer termination of this Agreement. under this Agreement). Under such license, and following 1.6 Certain terms and conditions contained herein may not apply to agreemend to be bound to confidentiality provisions under this the Work to be provided hereunder.. it is the intent of the parties, Agreement and/or in accordance with any separate confidentially however, that the interpretation to be given to the terms and agreement that may exist between the parties, Customer shall have conditions is to apply all terms and conditions unless clearly a right to: (a) Use, in object code form only, the Software that is reap Iicable glwen the type of Work included. owned or incensed by Siemens or its affiliates and that is either 1.7 his Agreement shall be governed by and enforced in separately deliverable for use In the Equipment or for use in a accordance with the laws of the State of Illinois. Any litigation computer system owned by the Customer or delivered as firmware arising under this Agreement shall be brought In the State or embedded in the Equipment ('Software Deliverables"); (b) ivtiake Commonwealth in which the Work is pprovided to Customer. TO THE and retain archival and emer envy copies of such Software EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY Deliverables (subject to any con]den except if the RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS Software Deliverable is embedded in the (Equipment; and,. (c) Use AGREEMENT. Prior to either party initiating any action against the all such Equipment, Work Product Deliverables, and such other party, the issues shall first be referred to each party's senior instruments, provided! however, the Equipment, Work Product management. Senior management of each party shall take Deliverables, and Instruments shall not be used or relied upon by reasonable steps to resolve the matter at issue. Any permitted any third-party,and such use shall be limited to the particular project action may, be taken if the raised issue is not resolved within and location for which the Work is provided. fourteen (14)days of its initial referral to senior management. 2.5 The Customer shall not transfer the Equipment" Software, Work 1.8 If, during or within ninety (90) days after the term of this Product Deliverables, or Instruments to others or use them or permit Agreement, Customer engages any Siemens employee who has them to be used for any extension of the Worts or any other project or performed work under this or any other agreement between purpose,without Siemens"prior express written consent. Customer and Siemens, Customer shall pay Siemens an amount 2.6 Any reuse of Equipment, Software, Work Product Deliverable, equal to the employee's latest annual salary. or such Instruments for other projects or locations without the Article 2: License and Intellectual Property written consent of Siemens, or use by any third partyy will be at the 2.1 Any tangible form of a report or drawing specifically developed users risk and without liability to Siemens; and, the Customer shall for,commissioned by and deliverable to the Customer in connection indemnify, defend and hold Siemens harmless from any claims, with Work pperformed b Siemens under this Agreement ("Work losses or damages arising therefrom. Product Deliverables"") shall become the Customer's property upon 2.7 in consideration of such license, the Customer agrees not to receipt by the Customer and payment of any fees due Siemens reverse engineer any Equipment or Software to reconstruct or under this Agreement. Siemens may retain file copies of such Work discover any source code, object code, firmware, underlying ideas" Product Deliverables. or algorithms of such Equipment or Software even to the extent such restriction is allowable by law. Siemens Industry„Inc.,Building Technologies Division Solutions(v.11114) DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 GENERAL TERMS AND CONDITIONS (Solutions) 2,8 Customer acknowledges that Siemens, in the normal conduct Customer regarding the Work and provide Siemens with information of its business, may use concepts, skills and know-'how developed sufficient to contact such person in an emergency. If such while performing other contracts. Customer acknowledges the representative cannot be reached, any request for Work received benefit which may accrue to it though this practice, and from a person located at Customer's site will be deemed authorized' accordingly agrees that anything in this Agreement by Customer, and Siemens will„ in its reasonable discretion, act notwithstanding, Siemens may continue, without pa ent of a accordingly royalty, this practice of using concepts,. skills ands know-how (b) Provide or arrange for reasonable access and make all developed while performing this Agreement. provisions for Siemens to enter any site where Work is to be 2.9 Customer acknowledges that all Facilities Data (as defined in performed, paragraph 3.8) is owned by Siemens and may be used by (c) Permit Siemens to control and/or operate all facility controls, Siemens in a commingled or other reasonable manner, provided systems, a paratus, equipment and machinery necessary to that such use does not Identify Customer or the location(s) of the perform the Work; facility or facilities to which Facilities Data pertains.. (d) Furnish Siemens with all available information pertinent to the Artie a 3:Worak by Siemens ork including but not limited to, and within ten (10) days of receipt. 3.1 Siemens will perform the Work expressly described in this of a written request, all required reviews and approvals (or other Agreement and in any work release documents or change orders appropriate action) with respect to a reasonable request for that are issued under this Agreement and signed by the parties. The =ion, samples, estimates, schedules, shop drawings, Work performed by Siemens shall be conducted in a manner drawin s specifications„ purchase orders, contracts, and other items consistent with the, degree of care and skill ordinarily exercised by submitted and/or proposed by Siemens; =reputable firms performing the same or similar work in the same (e) Obtain and furnish Siemens with all approvals, permits and acting ling under similar circumstances and conditions. consents from government authorities and others as may be required 3.2 Siemens shall perform the Work during its normal working for performance of the Work except for those Siemens has expressly hours, Monday through Friday, excluding (holidays, unless otherwise agreed in writing to obtain; agreed herein. (f) Not Siemens promptly of any site conditions requiring special 3'.3 Siemens is not required to conduct safety or other tests, install care, and provide Siemens with any available documents describing new devices or equipment or make modifications to any Equipment the quantityy„nature,location and extent of such conditions, beyond the scope set forth in this Agreement. Any Customer (9) Comply with all laws and provide any notices required to be request to change the scope or the nature of the Work must be in given to any government authorities in connection with the Work, the form of a mutually agreed change order, effective only when exceppt such notices Siemens has expressly agreed in writing to ggive; executed by all parties hereto. (h) Provide Siemens with Material Safety Data Sheets MKS) 3.4 'Siemens s all be responsible for any portion of the Work conforming to OSHA requirements related to all Hazardous ',aterials performed by any subcontractor of Siemens. Siemens shall not have at the site which may impact the Work; any responsibility, duty or authority to direct, supervise or oversee (i) Furnish to Siemens any contingency plans related to the site; any contractors of Customer or their work or to provide the means, and methods or sequence of their work or to stop their work. Siemens' .) Furnish the specified operating environment, including without work and/or presence at a site shall not relieve others of their limitation, suitable, clean, stable, properly conditioned electrical. responsibility to Customer or to others. Siemens shall not be liable power to all Equipment; telephone '.lines, capacity and connectivity for the failure of Customers contractors or others to fulfill their as required by such Equipment; and heat, light, air conditioning and responsibilities, and Customer agrees to indemnify, hold harmless other utilities in accordance with the specifications for the and defend Siemens against any claims arising out of such failures. Eqquippmerit. 3.8 Siemens may rely on the accuracy and completeness of the 4,2 llndess contra to applicable law or regulation, Customer information furnished by the Customer. Siemens does not represent acknowledges that the technical and pricing information contained in that Siemens has made a detailed examination, audit or arithmetic this Agreement is confidential and proprietary to Siemens and agrees verification of the documentation submitted by Customer or of other not to disclose'it or otherwise make it available to others, supporting data. Siemens does not represent that it has made 4.3 Customer acknowledges that it is now and shall be at all times in ex austive or continuous on-site inspections. control of the Work site. Siemens shall not have any responsibility, .fi To the extent that Work on a Fire and Life Safety("FI.S") system duty or authority to direct, supervise or oversee any employees or is included,the entire FLS system will be tested and inspected as set contractors of Customer or their work or to provide the means, forth in the National Fire Protection Association ("l guidelines methods or sequence of their work or to stop their work. Siemens' 72 2013 edition (or most current edition), Chapter 14, (hereby Work and/or presence at a site shall not relieve others of their incorporated by reference), or as otherwise may be required responsibility to Customer or to others.Except as expressly provided pursuant to the law of the applicable jurisdiction. All testing of any herein, Siemens is not responsible for the adequacy of the health, FLS systern will be performed at the time and place and in the safety or security programs or precautions related to Customers or manner deemed appropriate by Siemens, in accordance with its other contractors" activities or operations; the work of any other applicable law and the requirements of NFPA and other relevant person or entity; or Customer's site conditions. Siemens is not standards. Customer will be solely responsible for, and hereby responsible for inspecting, observing, reporting or correctin health indemnifies and holds Siemens harmless from and against„ any or safety conditions or deficiencies of Customer or of ers at liability arising from the Customer's specification of any testing Customers site. So as not to discourage Siemens from voluntarily schedule other than in accordance with NFPA guidelines or other addressing such issues, in the event Siemens does make applicable standards. observations, reports, suggestions or otherwise regarding such 3.T In the event that a data backup or data collection product or Tissues,Siemens shall not be liable or responsible for same. service is part of the Work and Siemens is to store the data,Siemens 4.4 Customer is solely responsible for any removal, replacement or will take reasonable steps to protect the security of all Facilities Data refinishing of the building structure or finishes that may be required' stored offsite, Siemens does not represent or warrant that Facilities to gain access to the Work. Data will not be disseminated, compromised or corrupted by reason 4.5 Customer represents and warrants that it will not use of unauthorized actions of third parties. For the purposes of these workstations or field panels that constitute parts of its automation General Terms and Conditions, '"Facilities Data" means electronic control for electronic storage of any Personally Identifiable data that is collected' or generated by Siemens through scheduled Information. For the ppurposes of these Terms and Conditions, back-ups of the databases and/or graphics residgin in the "Personally Identifiable Information"means any personal information workstation(s)and/or field panels)that constitute part of Customers that relates to, describes, or is ca able of being associated with, a automation control system. particular individual. By way of example and not of limitation, Article 4:Responsibilities of Customer Personally Identifiable Information includes an individual's first name 4.1 Customer,without cost to Siemens,shall: or first initial and last name, plus one or more of the following: social (a) Designate a contact person with authority to make decisions for security number, health insurance identification number, medical Siemens indus",Inc.,Buiiding Technologies Division Solutions(v.11/114) 6 Y DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 GENERAL TERMS AND CONDITIONS (Solutions) information, insurance policy number, passport number, taxpayer restrictions, delays in transportation, or shortage of vehicles, fuel, identification number, account number, credit card number or any labor or materials. In the event of any such circumstances„ Siemens other financial information. shall be excused from performance of the Work and the time for 4.6 SIEMENS HEREBY DISCLAIMS ANY AND ALL LIABILITY performance shall be extended by a period equal to the time lost plus FOR DAMAGES, INJURY OR LOSS ARISING OUT OF a reasonable recovery enod and the compensation equitably DISCLOSURE OR DISSEMINATION OF PERSONALLY adjusted to compensate for additional costs Siemens incurs due to IDENTIFIABLE INFORMATION THAT WAS STORED IN such circumstances VIOLATION OF PARAGRAPH 4.5 OF THIS ARTICLE„ Article 7.Warranty;Disclaimers;Insurance,Allocation of Risk 4.7 To the extent ,permitted by law, Customer shall indemnify, 7.Y a) Until one year from either the date the Equipment is defend and hold Siemens harmless from any claims, losses or insta�led or the date of first beneficial use, whichever first occurs, all damages arising out of disclosure or dissemination of (Personally Equipment manufactured by Siemens or bearing its nameplate wild Idenfi iable Information that was stored in violation of paragraph 4.5 be free from defects in material and workmanship arising from of this Article, normal use and service. Article 5:Compensation b) Labor for all Work under this Agreement is warranted to be free 5.1 Siemens shall be compensated for the Work at its prevailing rom defects for ninety (90) days after the earlier of the date the rates and reimbursed for costs and expenses lus reasonable profit Work is substantialll completed or the date of first beneficial use, and overhead) incurred in its performance o�Me Work, All other (c) To the extent that Software is a Deliverable as part of the Work work, including but not limited to the followin shall be separately ffor use in the Equipment or in a computer owned by the Customer, billed or surcharged on a time and materials basis: (a) emergency Customer agrees to take delivery of any such Software subject to(i) work performed at Customer's request, if inspection does not reveal an applicable Siemens or third party end-user license agreement any deficiency,covered by the A reement; (b)work performed other ("EULA ) accompanying such Software, or (ii), if no EULA than during Siemens' norms working hours; and, (c) work accompanies such Software, the FULA posted at performed on equipment not covered by the Agreement. www.usa.siemens.com/btcpseula Siemens' EULA web site) for 5.2 Siemens may Invoice Customer on a monthly or other progress such Software used in or with the Vquipment identified by product billing basis, Invoices are due and payable upon receipt or as model or ppart number on the Siemens EULA web site. Such otherwise set forth in the Agreement. IT any payment is not received Software shall be warranted in accordance with its applicable EULA when due, Siemens may deem, Customer to be in breach hereof unless an exception is ex Iicitl identified in the Document under and may enforces any remedies available to it hereunder or at law, this Agreement. For all other �quipment, Siemens hereby assiggns including without limitation, acceleration of payments and to Customer, without recourse, any and all assignable warranties suspension or termination of the Work at any time and without notice available from any manufacturer or supplier of such Equipment and anct shall be entitled to compensation for the Work previously such Software and will assist Customer In enforcement of such performed and for costs reasonably incurred in connection with the assi ned warranties, suspension or termination. In the event any payment due hereunder 7.2 g(a) The limited warranties set forth in Section 7.1 will be void as is not made when due,the Customer agrees to pay, on demand, as to, and shall not apply to, any Work, Equipment or Software (i) a late charge, one and one-half percent(1.5%)of the amount of the repaired, altered or improperly Installed by any person other than payment per month, limited by the maximum rate permitted by (law, Siemens or its authorized representative;. (ii) Equipment subjected of each overdue amount (including accelerated balances) under the to unreasonable or improper use or storage, used beyond rated Agreement, Customer shall reimburse Siemens for Siemens' costs conditions, operated other than per Siemens' or the manufacturer's and expenses (including reasonable attorneys' and witnesses'fees) instructions, or otherwise subjected to improper maintenance, incurred for collection under this Agreement. In the event of a negligence or accident; (iii) damaged because of any use of the dispute by Customer regarding any portion or all of an invoiced Work after Customer has, or shoul d! have, knowledge of any defect amount, it shall notify Siemens in writing of the amount in dispute in the Work; or (iv) Equipment not manufactured, fabricated and and' the reason for its disagreement within 2.1 days of receipt of the assembled by Siemens or not bearing. Siemens' nameplate. Invoice,the undisputed portion shall be paid when due, and interest However, Siemens assigns to Customer,without recourse, any and on the disputed, unpaid portion shall accrue as aforesaid, from the all assignable warranties available from any manufacturer, supplier„ date due until the date of payment, to the extent that such amounts or subcontractor of such Equipment and will assist Customer in are finally determined to be payable to Siemens, enforcement of such assigned warranties. 5.3 Except to the extent expressly agreed in writing, Siemens' fees (b) Any claim under the limited warranty granted above must be do not include any taxes, excises, fees, duties or other government made in writing to Siemens within thirty (30) days after discovery of charges related to the Work, and Customer shall pay such amounts the claimed defect unless discovered directly by Siemens. Such or reimburse Siemens for any amounts it pays. If Customer claims a limited warranty only extends to Customer and not to any tax exemption or direct payment permit, it shall provide Siemens with subsequent owner of the Equipment. Customer's sole and a valid exemption certificate or permit and indemnify, defend and exclusive remedy for any Worts not conforming with this limited hold Siemens harmless from any taxes, costs and penalties arising warranty is limited to, at Siemens' option, (i)repair or replacement of out of same. defective components of covered Equipment, or (ii) reperforrnance Article 6:Changes;Delays;Excused Performance of the defective portion of the Work 6.1 As the Work is performed, conditions may change or (c) Siemens shall not be required to repair or replace more than circumstances outside Siemens' reasonable control (such as the component(s) of the Equipment actually found to be defective. changes of law) may develop which require Siemens to expend Siemens' warranty liability shall not exceed the purchase price of additional costs, effort or time to complete the Work, in which case such corn pponent(s) Repaired or replaced Equipment will be Siemens shall notify Customer and an equitable adjustment made to warranted hereunder only for the remaining portion of the original the compensation,and time for ,performance.. In the event conditions warranty period. or circumstances require the ork to be suspended or terminated!, 7.3 THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE Siemens shall be compensated for the Work performed and for costs ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, reasonable incurred, connection with the suspension or STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT termination. LIMITATION ANY WARRANTY OF MERCHANTABILITY OR 6.2 Siemens shall not be responsible for loss, delay, injury, damage FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY or failure of performance that may be caused by circumstances OR WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES beyond its control, including but not limited to acts or omissions by AGAINST THIRD PARTY INTELLECTUAL PROPERTY ('1P Customer or its employees, agents or contractors,Acts of God,war, INFRINGEMENTS (INCLUDING PATENT, COPYRIGHT AN terrorism, civil commotion, acts or omissions of government OTHER REGISTERED OR UNREGISTERED THIRD PARTY I'P authorities, fire, theft, corrosion, flood, water damn e, lightning, RIGHTS OR DEFECTS, WHETHER HIDDEN OR APPARENT, freeze-ups, computer viruses, program or system hackers, strikes, AND EWESS OR IMPLIED WARRANTIES WITH RESPECT TO lockouts, differences with workmen, riots, explosions, quarantine COMPLIANCE OF THE EQUIPMENT AND DELIVERABLES WITH Siemens Industry,Inc.,Building Technologies Division Solutions(v.11114) DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 GENERAL TERMS AND CONDITIONS (Solutions) THE REQUIREMENTS OF ANY LAW, REGULATION, immediately if it discovers or suspects the presence of any SPECIFICATION OR CONTRACT ]RELATIVE THERETO, WHICH Hazardous Material, All Work has been priced and agreed to by ARE HEREBY EXPRESSLY(DISCLAIMED. SIEMENS MAKES NO Siemens in reliance on Customer's representations as set forth in WARRANTY, EXPRESS OR IMPLIED, THAT ANY EQUIPMENT this Section 8.1. The presence of Hazardous Materials constitutes a PROVIDED HEREUNDER WILL PREVENT ANY LOSS, OR WILL change in the Proposed Solution equivalent to a change order IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS whose terms must be agreed to by Siemens before its obligations INSTALLED OR INTENDED. The limited express warranties and hereunder will continue, representation set forth in this Agreement may only be modified or 8.2' Customer shall be solely responsible for testing, abating, supplemented in a writing signers by a duly authorized signatory of encapsulating„ removing, remedyin or neutralizing such 1 lazardous Siemens. Materials„ and for the costs tlhereo. Even if an appropriate change 7.4 Siemens shall maintain the following insurance while performing order has been entered into (pursuant to Section 8.1 above, the Work: Siemens will continue to have the right to stop the Work until the job Workers'Compensation Statutory site is free from Hazardous Materials. In such event, Siemens will Employers'Liability $1,001 00 each accident receive an equitable extension of time to complete its Work, and Commercial General $1,000,0001 per occurrence and compensation for delays caused by Hazardous Materials Liability $5,000,000 in the aggregate remediation. In no event shall Siemens be required or construed to Automobile Liability $1„000,000 per occurrence/a gregate take title ownership or responsibility for such Oil or Hazardous 7.5 Risk of loss of materials and Equippment furnished by �emens Materials. Customer shall sigin any required waste manifests in shall pass to Customer upon delivery to Custome s premises, and conformance with all government regulations, listing Customer as the Customer shall be responsible for protecting and insuring them generator of the waste. against theft and damage. 8.3 Customer warrants that, prior to the execution of the Agreement, T6 WITH RESPECT TO ANY LIABILITY P'ARRANTY OR it has notified Siemens in writing of any and all Hazardous Materials OTHERWISE THAT SIEMENS MAY HAV UNDER THIS present, potentially present or likely to become present at AGREEMEN IN NO EVENT SHALL SIEMENS BE LIABLE Customer's locations and has provided a copy of any jobsite safety N(((INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN ppolicies, including but not limited to lock-out and tag procedures, TSy FOR ANY LOSS OF USE, REVENUE, ANTICIPATED laboratory procedures, chemical hygiene plan, material safety data PROFIT S OR SPECIAL„ INDIRECT, INCIDENTAL OR sheets or other items covered or required to be disclosed or CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT maintained by federal, state, or local 'laws, regulations or LIMITATION LOST PROFITS AND/OR LOST BUSINESS ordinances. OPPORTUNITIES)ARISING OUT OF OR IN CONNECTION WITH 8.4 For separate consideration of$10 and other good and valuable THIS AGREEMENT OR THE WORK WHETHER ARISING IN consideration, the receipt and adequacy of which are hereby WARRANTY, TORT, CONTRACT , STRICT LIABIILITY, OR ANY acknowledge, Customer shall indlemniify, defend and hold Siemens OTHER THEORY OF LIABILITY, WHETHER, FOR WARRANTY, harmless from and against any damn es, losses, costs, liabilities or LATE OR NON-DELIVERY OF ANY WORK, AND WHETHER expenses (including attorneys' fees arising out of any Oil or SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH Hazardous Materials or from Customer's breach of, or failure to DAMAGES. Siemens reserves the right to control the defense and perform its obligations under„Sections 8.1, 8.2 or 8.3. settlement of any claim for which Siemens has an obligation to Article 9: import/Export Indemnity Indemnify hereunder. 9.1 Customer acknowledges that Siemens is required to comply 7.7 It is understood and agreed by and between the parties that with applicable export laws and regulations relating to the sale, Siemens is not an insurer and this Agreement is not intended to be exportation, transfer, assiginment, disposal and usage of the Work an insurance policy or a substitute for an insurance ppolicy. Pricing or Equipment or services provided under the Contract, includingg for the Work is based solely apon the value of the �"w/ork provided any export license requirements. Customer agrees that suclm hereunder, and are unrelated to the value of Customer's property Work or Equipment or Software shall not at any time directly or or the property of others on Customer's premises. Accordingly, indirectly be used, exported„ sold, transferred, ,assigned or Siemens, aggreggate liability for any and all claims, losses or otherwise disposed of in a manner which will result in non- expenses (including attorneys fees) arising out of this Agreement, compliance with such applicable export laws and regulations. It or out of any Work or goods furnished under this Agreement„ shall be a condition of the continuing performance by Siemens of whether based in contract, negligence, strict liability, agency, its obligations hereunder that compliance with such export laws warranty, trespass, indemnityy or any other theory of liability, shall and reggulations be maintained at all times. CUSTOMER AGREES be limited to the lesser of $1,000,000 or the total compensation TO INCIEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY received b Siemens from Customer under this Agreement; AND ALL COSTS, LIABILITIES, PENALTIES„ SANCTIONS AND EXCEPT FOR SUCH CLAIMS, LOSSES OR EXPENSES FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE ARISING FROM„ OR CAUSED BY, THE FAILURE OF A EXPORT LAWS AND REGULATIONS. SIEMENS INSTALLED FLS SYSTEM TO OPERATE PROPERLY. Article 10: Small Business Concern IN SUCH EVENT, CUSTOMER'S SOLE REMEDY FOR A SIEMENS shall adhere to FAR 52.219-8 regarding the "Utilization DEFECTIVE NON-CONFORMING FLS SYSTEM PROVIDED of Small Business Concerns", as part of its Commercial Small HEREUNDER SHALL BE IN ACCORDANCE WITH THE Business Subcontracting Agreement with the federal government. WARRANTY TERMS CONTAINED HEREIN., SIEMENS' pollicy is to offer small business concerns, includingg 7.8 The parties acknowledge that the price which Siemens has small disadvantaged businesses, women owned srall- agreed to perform its Work and obligations under this Agreement is businesses, H'UBZone small businesses, veteran owned small calculated based upon the foregoing limitations of liability, and that businesses and service disabled veteran owned small businesses, Siemens has expressly relied on, and would not have entered into the "maximum practical opportunity+", to participate in performing this Agreement but for such limitations of liability, contracts let by any commercial entity, local government or federal Article 8;Hazardous Materials Provisions agency, including subcontracts for subsystems, assemblies 8.1 The Work does not include directly or indirectly performing or components, and related services for maior systems. arranging for the detection„ monitoring, handling, storage, removal,. transportation, disposal or treatment of Oil or Fazardous Materials. Except as disclosed pursuant to Section 8.3, Customer represents that 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 promul ated thereunder, and other applicable federal, state or local law ?"Hazardous (Materials"), present at Customer's locations where Work is performed. Siemens will notify Customer Siemens Industry,Inc,,Building Technologies Division Solutions(v.11J1'4) DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1DB71FE51`3 DATE(MMIDDIYYYYI , C '► ERTIF'I ATE OF LIArB►ILITY INSURANCE 04F26F2014 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(ies) mint be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA,INC. WAME ,...._ PHONE FAX 445 SOUTH STREET tA7O.tt�..EX1J=____ CAtc rruL_................... MORRISTOWN,NJ 079%6454 E-MAIL ADDRESS: INSURERISI AFFORDING CDYERAGE NAIIC 1001219-6-7BA-SBTi-14115 228 Rotas NOC:60 INSURER A, HDI.Gerling America Insurance COm11arly 41343 INSURED INSURER B The Travelers Wermnity Company 25658 SIEMENS INDUSTRY`,INC.INCLUDING _..._ .. ._ . ..., __. _- .......... .............. _ _. BUILDING TECHNOLOGIES DIVISION INSURER C, The Charter Oak Fire Insulaance Company 25615 _--- -----_._ -- -- ....... .............._............ 1000 DEERPELD PARKWAY INSURER D;Travelers Plroperty Casualty Co of America 25674 BUFFALO G'R'OVE,A. 60089-4513 _...... ._,. ....,. .,. ...... ......... .. . . ......... INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER, 006752385.02 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. NOTWITHSTANDING 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 THE POLICIES DESCRIBED, HEREIN IS SUBJECT TO ALL THE TERM'S, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS POLICY EFFm POLICY EXIs._ LIMITS LTR TYPE Or INSURANCE POLICY NUMBER MMFDDIYYYY M.MIDDPYYYY A GENERAL LIABILITY GLD1110106 1010112414 1014112015 EACH OCCU RRENCE s 1,000,000 _ X COMMERCIALGENERAL,.LIABILITY PREMISE$.. Ea=UrTnce $ 11,000,000 CLAIMS-MADE ��OCCUR ML D L XP(Arty card person! $ Id0 000 PI'RSC7NAL r,ADVINJUUaw $ 1,000,0610 ........._. —_.._... __ ------�...... .... ........ __.... ....... .... ..... 14000,000 GENERAL AGGREGATE ...... ....... .... _.. _w. _ - ....-,.__ GENT AGGREGATE LIMIT APPLIES PER PRODUCTS COMP)OP AGG $, INCL OT D AUTOMOBILE LIABILITY TC2JCAP7440L34A14 1010112014 1010142015 COMBINED SINGLE LIMIT 2,000,0 X, ANY AUTO BODILY INJURY(Per pe¢son)----$ N/A x AL I.OYMED ...., SCHEDULED BODILY INJURY(Per acciidertA) $ NIIA AUTOS AUTOS _._ .. .... -w __ ... 1C x...., NON-OWNED PR(JPERTY DAMAGE $ NIA HIRED AUTOS AUTO)$ Per aocrdent $ UMBRELLA LIAR OCCUR EACH OCCURRENCE. $ EXCESS LIAR CLAIMS-MADE. AGGREGATE $ DE'0 RE1LN'TI0N$ $ C WORKERS COMPENSATION TC20UB74 L27114(ADS) 1010 1 1 270 14 1010112015 X vrc�s cATU- C)iFa.. AND(EMPLOYERS LIABILITY B YIN TRKUB 744OL28314(AL,MA,OR&WI) 1010142014 10101122015 1000,000 AN'dP6C'FPRIF.TORJPAFd"INr"RfEXk:T4.TfIVF E L E,AC9-&AI CIDEI�?T $ OFFIIERWEMBLREXT:LUEFET)'7 � NIA -._... .._ .,....._. .. ........._... ..I D fy s escrbe car C OPERATIONS below $500K LIMtlIT I$500K SIR WA) 1010142014 1010142015 E L. DISEASE POt CY LmMITF 4 _.... 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS f VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) RE:JOB NC.N/A SEE AT"TACII:E1 CERTIFICATE HOLDER CANCELLATION COUNTY OF ORANGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ASSET MANAGEMENT SERVICES THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN' 600 NC HIGHWAY 86 N ACCORDANCE WITH THE POLICY PROVISIONS. HILLSBOROUGH,NC 27278 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. M,anashl Mukherlee saLV�r.:, "3w »a vLC..wLr ert @ 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010705) The ACORD name and logo are registered marls of ACORD DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 AGENCY CUSTOMER ID: 100129 LOC#: Morristown ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH UrA,INC SIEMENS INDUSTRY,INC INCLUDING BUILDING TEDINOLOGIES DIVISION POLICY NUMBER 1000 DEERFIELD PARKWAY BUFFALO GROVE,IL 60069A513 CARRIER NAIC CODE EFFECTIVE DATEw ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance RE,,108 NO.NzA COUNTY OF ORANGE;ASSET`MANAGEMENT SERVICES IS INCLUDED AS ADDP ZONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND AUTOMOBILE LMLLITY INSURANCE POL IGIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES S)IALL BE PRIMARY AND NON,CONTRIBUTORY INSURANCE TO THE EXTENT THAT A CLAIM ARISES FROM THE NEGUGENCE OF SIEMENS INDUSTRY,INC.OR ITS SUBCONTRACTORS WITH RESPECT TO ALL OPERATIONS` OF THE INSURED BUT ONLY WITI I RESPECT TO ALL-WORK PERFORMED BY AND ON BEHALF OF L HE NAMED INSURED,SIEMENS INDUSTRY,INC.FOR CERTIFICATE HOLDER UNDER CONTRACT IF THESE POLICIES ARE CANCELLED FOR ANY REASON 01 HER THAN NON-PAYMENT OF PREMIUM,THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRE.D BY WRITTEN CONTRACT WHICHEVER IS LESS, ACORD 101 (2008101) @ 2008 ACORD CORPORATION. All rights reserved. The ACORD,name and logo are registered marks of ACORD DocuSign Envelope ID:4545A94D-3ECE-4FAB-B1 B8-DD1 DB71 FE51`3 Marsh USA lnc. I 1001 Lakeine Blvd.,Bldg 1,Sude 2DO Austin, TX 78717 512 342 4400 Fax 212 948 0622 "siemens.csg@marsh.c= Memo To: To Whom It May Concern Date: Septernber 25, 2014 Froffi: Marsh CSS SUbject: Siemens Corporation Certificates of Insurance 2014- 2016 Policy Your As a Siemens Corporation Certificate Holder, please find attached your cornpany's renewal certificate for the 10/1/2014 - 10/1/2015 policy period. If you do not. require this Certificate of Insurance, please advice by rnarking "DELETE" on the certificate and returning it via entail (,j1jsiet-iieris.cs2@iiiarsh.coLn) or fax to (212,) 948 0622. Best regards, Marsh CSS 1 &McLennan Companies