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HomeMy WebLinkAbout2017-353-E AMS - Siemens Industry, Inc. for HVAC service DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 [Departmental Use Only] TITLE Siemens HVAC Serv. FY 2017-2018 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 21st day of July, 2017, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Siemens Industry,Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type ofproject): Siemens Industry, Inc shall provide HVAC service to nine Orange County Facilities as outlined in the attached proposal dated 6/05/2017 and the attatched terms and conditions. Technical Support Program. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Revised 2/17 1 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Siemens Industry, Inc shall provide the services as outlined in the attached proposal dated 6/05/2017 and the attatched terms and conditions. Technical Support Program 4. Duration of Services a. Term. The term of this Agreement shall be from 7/1/2017 to 6/30/2018. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 2/17 2 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 7/1/2017. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Fourty Eight Thousand One Hundred Eighteen Dollars ($48,118.00). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated(Alan Dorman)to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's 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 http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is 9 in effect and certification thereof has been received by the County's Risk Manager. Revised 2/17 3 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Revised 2/17 4 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. c. Non-Discrimination. 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 state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. Revised 2/17 5 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County Provider's Name Attention:Alan Dorman Brian Beebe P.O. Box 8181 Siemens Industry, Inc Hillsborough,NC 27278 Morrisville,NC 27560 [SIGNATURE PAGE TO FOLLOW] Revised 2/17 6 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. 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Advantage Services® Orange County—Siemens Building Energy Management System-Technical Support Program June 5,2017 S III`;, .`; i DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 Table of Contents s // , rz; i 1 Overview 2 1.1 Executive Summary 2 a 1.2 Siemens Capabilities&Commitment to Our Customers 3 � 1.3 Quality Assurance 3 - 2 Service Solution 4 2.1 Service Team 4 2.2 Building Automation System Services 5 This service agreement has been specifically 2.4 General Services 13 developed to support your unique facilities. 3 Maintained Equipment Tables 16 3.1 List of Maintained Automation Equipment 16 4 Siemens Industry, Inc. 20 4.1 Signature Page and Investment 20 4.2 Terms And Conditions 21 Appendix A. Discounted Labor&Material Pricing 27 III Siemens Industry, Inc. June 5, 2017 Page 1 I DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 1 Overview 1 .1 Executive Summary Orange County has made a significant investment in its facilities and the complex technical building automation systems which are critical to productive operations. This proposed service solution, our Service Agreement, will proactively serve to protect that substantial investment through a program of planned service tasks by our trained technical staff. This Service Agreement has been specifically developed to support your unique facilities, and the services provided herein will help you in achieving your goals. A summary of the service program developed by Orange County and Siemens is listed below: Building Automation System Services o Factory System Maintenance& Energy Optimization Program ($16,662) o Asset Management Services-Siemens Database Server o Richard L.Whitted Human Services Center o Office Building o Library o Animal Services Center o Justice Facility o Court Street Annex o District Attorney Office o Detention Center o Apogee Insight Software Updates—Not Provided o Online/Remote System Support& Diagnostics ($3,358) o Onsite Operator Training Program—Quarterly 4 Hour Sessions($3,165) o Classroom Training with Hands-On Labs—Not Provided o *Onsite Energy Management/Building Automation Specialist Flex ($15,790) *Added Software Updates and Classroom Training cost to Flex scope for a combined value of$6,252. Building Mechanical System Services ($9,143) o Preventative Maintenance of Airborne Infection Isolation (All) Room Mechanical Systems o Richard L.Whitted Human Services Center o Southern Human Service Center General Services o Priority Based Emergency Phone& Online Response 24/7/365 o Priority Based Emergency Onsite Response 24/7/365 o Dedicated Service Program Manager&Service Technician Team o Service Program Log Book&Written Reports of All Services Performed o Service Program Labor Discount- Up to 20%off Standard Rates o Service Program Material Discount-Additional 20%off Siemens List Siemens Industry, Inc. June 5, 2017 Page 2 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 1 .2 Siemens Capabilities & Commitment to Our Customers Siemens Industry, Inc. Building Technologies Division is the leading single-source provider of cost-effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. Siemens is pleased to offer this proposal for technical support services to your facility. For more than 150 years, Siemens has built a culture of long-term commitment to customers through innovation and technology. We are confident that we have the capabilities to meet your critical facility needs today and in the future,and we look forward to the opportunity to serve you. 1 .3 Quality Assurance At Siemens Industry, Inc., we are dedicated to customer satisfaction. To achieve this, we have a quality assurance process, which enables you to assess your service program. Through implementation of our Quality Assurance Best Practices, we ensure that our delivered services are of the highest quality. Our Quality Assurance Manager will meet with you regularly, at your convenience, to discuss our performance and your satisfaction with the quality of service that is being provided under your program. Siemens Industry, Inc. June 5, 2017 Page 3 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2 Service Solution 2.1 Service Team An important benefit of your Service Agreement derives from having the trained service personnel of Siemens familiar with your building systems. Our implementation team of local experts provides thorough, reliable service and scheduling for the support of your system. The following list outlines the service team that will be assigned to the service agreement for your facility. Orange County's Assigned Team of Service Professionals will include: Brian Fleischhauer,Service Program Manager, is responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services. Christian Anderson, Primary Building Automation Specialist is responsible for performing the ongoing service of your building automation system. Brian Bentley is your Secondary Building Automation Specialist. Brian will be familiarized with your system to provide assistance in two man task and in-depth backup coverage. Jake Snyder, Service Sales Account Executive manages the overall strategic service plan based upon your current and future service requirements. Craig Martin,Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements. Customer Response Center Emergency Phone/Online Response—Normal Business Hours=Service Team Leader. After Hours= Siemens Emergency Response Center Siemens Help Line:1 -866-728-7678 Brian Fleischhauer is responsible for scheduling your preventive maintenance visits, and handling your emergency situations by taking the appropriate action. Brian Fleischhauer or Mary Beth Davis can assist with all service invoicing including your Technical Support Program and Time and Material projects. Siemens Industry, Inc. June 5, 2017 Page 4 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2.2 BUILDING AUTOMATION SYSTEM SERVICES 2.2.1 Factory System Optimization / Maintenance Program The services listed below will be performed annually on all building automation system components shown in the List of Maintained Automation Equipment unless otherwise directed by Orange County. Automation Controls Analysis&Optimization:Automation controls can drift out of calibration with changes in mechanical component performance characteristics, building use,and climatic conditions. Through this service we will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Siemens will provide preventive maintenance in accordance with a program of routines as determined by our experience, equipment application and location. The list of field panels and/or devices included under this service are identified in the List of Maintained Equipment in this proposal. Software Analysis&Optimization:Through Software Analysis& Optimization, Siemens will help ensure that the HVAC Control System is operating properly to minimize any software problems that would negatively impact system performance. We will address any programming errors,failed points,points in alarm, unresolved points or points in operator priority, both at the front end workstation and at the field panel. This will increase system efficiency,assure compliance to specified conditions, and reduce the risk of costly and disruptive system problems. We will perform this service using onsite visits and/or remote services(if applicable). Control Loop Analysis &Optimization: Control loops by their nature drift out of calibration with changes in mechanical efficiency,building use,and climatic conditions. Through this service Siemens will ensure control loops for devices such as valves,dampers, actuators,etc., experience minimized overshooting and oscillatory behavior. You will benefit from a more comfortable and productive environment and lower energy consumption through more efficient equipment usage. Network Analysis&Optimization:Through Network Analysis&Optimization, we ensure reliable and optimized communication throughout your HVAC Control System's Building Level Network of field panels. The benefit will be increased data network up-time and faster problem resolution. Using SIEMENS Network Performance Diagnostic Technologies, our proactive calibration and tuning of the data network analyzes variables impacting network performance, including node tables, token passes, and turn speed, change of values over the network, unresolved points, and overall operation. Siemens Industry, Inc. June 5, 2017 Page 5 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 Controller Analysis&Optimization:Through Controller Analysis&Optimization, we ensure reliable and optimized performance of your Terminal Equipment Controllers throughout your HVAC system. You will realize a more comfortable and productive environment and will benefit from lower energy consumption through more efficient equipment usage. Unitary and Terminal equipment can by their nature under perform due to a number of reasons; mechanical, electrical, control settings, building use and climatic conditions. Through the use of the Controller Analysis Program (CAP)and/or other tools we can pinpoint which systems have possible air flow or temperature control problems. Reports are generated on those terminal equipment controllers,which can then be investigated and resolved. The equipment to be included as part of this service is listed in the List of Maintained Equipment in this proposal. Business Protection&Recovery Services—System Backup:Through this service we help protect your HVAC Control System's vital databases of business information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, hard drive or controller failure, flood, physical damage, etc.). Siemens will perform scheduled database back-ups of your Insight workstation database & graphics and field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we can respond onsite (or online if such service is included in this proposal) to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible on a time and material basis. Siemens Industry, Inc. June 5, 2017 Page 6 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2.2.2 Software Updates Software Updates. Through this service,you will benefit from new features and enhancements that will improve building operations,take advantage of the latest version changes,while extending the life of your APOGEE investment. Siemens will provide you with software and documentation updates to your existing APOGEE software annually. Included is onsite training to familiarize you with the new features and their associated benefits. These updates deliver the benefits of Siemens' commitment to compatibility by design, a commitment unique in our industry. APOGEE workstations covered under this service are itemized in the List of Maintained Equipment. Upgrades to PC's and related workstation hardware are excluded. Siemens and Orange County agreed to remove this scope while upgraded to the latest Desigo CC software. The cost was moved to the Flex scope. This scope will resume at completion of the Desigo CC migration. Siemens Industry, Inc. June 5, 2017 Page 7 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2.2.3 Online I Remote System Support & Diagnostics Online /Remote System Support&Diagnostics. Monday through Friday: 8:00AM- 5:00PM System and software troubleshooting and diagnostics will be provided remotely through the online support service(up to 8 hours) to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will respond, Monday through Friday,during the hours of 8:00 AM—5:00 PM,excluding Holidays,upon receiving notification of an emergency,as determined by your staff and Siemens. If remote diagnostics determine a site visit is required to resolve the problem,a technician can be dispatched. Onsite dispatch will be billable per our current time and material policy (see Appendix A). Siemens Industry, Inc. June 5, 2017 Page 8 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2.2.4 Onsite Operator Training Program Through our individual Building Automation Operator Coaching, we will review and reinforce learned skills, leading to greater operator knowledge and productivity. Siemens will assist your operators in identifying, verifying and resolving problems found in executing tasks. During the coaching sessions, we can address log book issues, assist your operators in becoming more self sufficient, and improve the skills of your operators to better meet the needs of your facility and their specific job responsibilities. The use of this time will be for coaching unless otherwise directed by owner. Coaching will promote better utilization of HVAC Control System applications implemented in your facility. Siemens has included 4 x 4 Hour Sessions Siemens service program manager will prepare a planned curriculum and maintain a scheduled program for the duration of the service program. Siemens Industry, Inc. June 5, 2017 Page 9 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2.2,5 Classroom Training with Hands-On Labs Siemens and Orange County agreed to remove this scope while upgraded to the latest Desigo CC software. The cost was moved to the Flex scope. This scope will resume at completion of the Desigo CC migration. Your Service Account Engineer will work with you to develop and deliver the most effective use of the training class tokens. Please refer to the Siemens Training Manual for class times and descriptions. The tokens included within this Technical Support Program are for classes in our Morrisville, NC branch. These classes review and reinforce skills, leading to greater operator knowledge and productivity. Classes are 3-4 days each. Classes include light breakfast and lunch daily. Per Diem costs(hotel, dinner)for attendees are not included. Please review the following course titles and refer to Siemens Training Manual for details. Siemens Industry, Inc. June 5, 2017 Page 10 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2.2.6 Onsite Energy Mgmt/ Building Automation Specialist Your Onsite Building Automation Technician Specialist flextime will provide a trained and experienced automation specialist who will work under your direction. This'service is flexible to be used at your discretion. Sample tasks are listed below as a guide. Eight (8) days per year (normal business hours) have been included and can be used to address any of your facilities needs. Please refer to the following page information for common service options and descriptions. Energy Management / System Customization: The flextime can be used to customize the building automation system to meet the specific needs of Orange County staff. Enhanced Alarm Programming: Enhanced alarming features can be managed and customized through the flextime. Enhanced Sequence Modifications: Sequence of operations, run times, lead / lag, control strategies can be adjusted through the flextime. Insight Graphics Modification. We can create or modify Insight graphic(s) in order to ensure that the software interface continues to meet your needs. Special Projects: The flextime can be used for the completion of special projects / system customization which require onsite Siemens automation technician labor. Emergency Onsite: Monday through Friday, 8:00AM to-5:00PM. Emergency Onsite Response can be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. Siemens will provide this service between scheduled service calls and respond within the next business day, Monday through Friday, 8:00AM to- 5:00PM, excluding holidays, once receiving notification of an emergency, as determined by your staff and our office. Non-emergency calls, as determined by your staff and Siemens will be incorporated into the next scheduled service call. Business Protection & Recovery Services: Through this service we help protect your HVAC Control System's vital databases of business information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, hard drive or controller failure, flood, physical damage, etc.). Siemens will perform scheduled database back-ups of your Insight workstation database & graphics and field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we can respond onsite (or online if such service is included in this proposal) to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible on a time and material basis. System Checks for HVAC Systems - End to End Checkout — DDC or Pneumatic Field Devices. Calibration Services. *Any required service beyond the allocated eight(8) days per year of flextime can be completed at the direction of Orange County staff and billed under our Discounted Time&Material rate. Siemens Industry, Inc. June 5, 2017 Page 11 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2.2.7 Equipment Repair & Replacement —Time and Material Repair&Replacement Services. To reduce the effects of unbudgeted repairs, Siemens can provide labor and materials to repair or replace failed or worn components to maintain your equipment in peak operating condition. Components that are suspected of being faulty should be repaired or replaced in advance to minimize the occurrence of system interruptions. Equipment requiring attention will be brought to the owner's attention. Approved repairs can be performed on a time and material basis or through a formal proposal. Under this agreement we will provide repair&replacement services per our current time and material policy(see Appendix A). 2.2.8 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-101 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 INSPECTION—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 *The FY 2017-2018 contract will cover a total of four inspections, one annual maintenance and three operating inspections. Siemens Industry, Inc. June 5, 2017 Page 12 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 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 Siemens Industry, Inc. June 5, 2017 Page 13 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2.3 GENERAL SERVICES 2.3.1 Priority Based Emergency Phone & Online Response Emergency Phone Response—Siemens will maintain emergency response capabilities 24/7/365. Upon receiving notification of an emergency,as determined by your staff and Siemens,we will respond accordingly.Your staff and our response personnel will work together to determine the priority level required for response. Emergency Online Response—Automation system and software troubleshooting and diagnostics will be provided remotely through the online support service (up to 8 hours)to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will provide this service respond within 2 hours, Monday through Friday,during the hours of 8:00 AM—5:00 PM,excluding Holidays,upon receiving notification of an emergency,as determined by your staff and Siemens. Call 1 -866-728-7678 for Emergency Response. 2.3.2 Priority Based Emergency Onsite Response Emergency Onsite Response- Emergency Onsite Response can be provided to reduce the costs and disruptions of downtime when unexpected problems occur. Siemens will provide response to all emergency service requests based on the priority level communicated between your staff and Siemens response personnel. Siemens will maintain on-call technicians 24/7/365 and respond based on your staffs priority level communication. All authorized emergency services will be billed per our time and material policy (see Appendix A). Siemens Industry, Inc. June 5, 2017 Page 14 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 2,3.3 Dedicated Service Program Manager & Technician Team Service Team:A dedicated service program manager will be assigned as your main point of contact. Your service technician team will also be defined for consistency in service. Please refer to page 4 of this proposal for your service team details. 2.3.4 Service Program Log Book Service Log Book:We will provide a log book containing information and guidance. on the management of the system. All service records shall be recorded and kept within the log book. This log book shall serve as a reference for the customer and Siemens technical personnel. 2,3.5 Written Reports of All Services Performed Written Report of All Services Performed: We will complete a service report for each visit detailing the purpose of the call and summarizing the work that was performed. 2.3.6 Service Program Customer Labor Discounts Service Program Customer Labor Discounts: Service program customers receive up to 20% off Siemens standard labor rates in all service categories. Refer to Appendix A for details. • 2.3.7 Service Program Customer Material Discount Service Program Customer Material Discount: Service program customers receive an additional 20%off Siemens list price. Refer to Appendix A for details. Siemens Industry, Inc. June 5, 2017 Page 15 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 3 Maintained Equipment Tables 31 List of Maintained Automation Equipment Asset Management Services Office Qty Equipment Manufacturer Notes Coverage 1 Apogee Insight Advanced Siemens Database Server Software Package &Graphical User D Interface Computer 1 Apogee Insight Advanced Client Siemens Software Package D Richard L. Whitted Human Services Center Qty Equipment Manufacturer Notes Coverage 3 Mechanical Equipment Controllers Siemens (MEC) D 173 Terminal Equipment Controllers Siemens (TEC) D 10 PXM—Point Expansion Modules Siemens D 1 Apogee Ethernet Microserver Siemens (AEM) D Repair&Replacement Coverage Code Key A=Labor&Materials Included B=Labor Included&Materials Not Included C=Labor Not Included&Materials Included D=Labor Not Included&Materials Not Included Siemens Industry, Inc. June 5, 2017 Page 16 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 Office Building Qty Equipment Manufacturer Notes Coverage 2 PXC Modular Controllers(PXCM) Siemens - Power Modules -Controller Modules D -All TX/I0 Point Modules 74 Terminal Equipment Controllers Siemens (TEC) D 2 BACNET Chiller Gateways Siemens D 1 Apogee Ethernet Microserver Siemens (AEM) D Library Qty Equipment Manufacturer Notes Coverage 2 PXC Modular Controllers(PXCM) Siemens - Power Modules -Controller Modules D -All TX/I0 Point Modules 38 Terminal Equipment Controllers Siemens (TEC) D 2 BACNET Chiller Gateways Siemens D 1 Apogee Ethernet Microserver Siemens (AEM) D Repair&Replacement Coverage Code Key A=Labor&Materials Included B=Labor Included&Materials Not Included C=Labor Not Included&Materials Included D=Labor Not Included&Materials Not Included Siemens Industry, Inc. June 5, 2017 Page 17 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 Animal Services Center Qty Equipment Manufacturer Notes Coverage 2 Mechanical Equipment Controllers Siemens (MEC) D 44 Terminal Equipment Controllers Siemens (TEC) D 10 BACNET Roof Top Unit Gateways Siemens D 1 Apogee Ethernet Microserver Siemens (AEM) D Justice Facility Qty Equipment Manufacturer Notes Coverage 1 Mechanical Equipment Controllers Siemens (MEC) 34 Terminal Equipment Controllers Siemens (TEC) D Court Street Annex Facility Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 Siemens (PXCC 24) D Repair&Replacement Coverage Code Key A=Labor&Materials Included B=Labor Included&Materials Not Included C=Labor Not Included&Materials Included D=Labor Not Included&Materials Not Included Siemens Industry, Inc. June 5, 2017 Page 18 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 District Attorney Office Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 Siemens (PXCC 24) D Detention Center Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 Siemens (PXCC 24) D 1 PXC Compact Controller 36 Siemens (PXCC 36) D Repair&Replacement Coverage Code Key A=Labor&Materials Included B=Labor Included&Materials Not Included C=Labor Not Included&Materials Included D=Labor Not Included&Materials Not Included Siemens Industry, Inc. June 5, 2017 Page 19 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 4 Siemens Industry, Inc. 4.1 Signature Page and Investment By and Between: Siemens Industry, Inc. Orange County Asset Management Services 215 Southport Drive, Suite 900 600 Highway 86 North Morrisville, North Carolina 27560 Hillsborough, North Carolina 27278 Services shall be provided at Orange County facilities in Orange County, North Carolina 27278. Siemens Industry, Inc. shall provide the services as outlined in the attached proposal dated 6/5/2017 and the attached terms and conditions. Duration:This agreement shall remain in effect for an original term of 1 Year beginning 7/1/2017. Investment: Annual Semi Annual Quarterly Year 1: 7/1/17 through 6/30/18 $48,118 $48,599 $49,085 Billing Terms Accepted (please initial or sign under one option) Proposal accepted by: Proposal submitted by: Orange County Siemens Industry, Inc. By: By: Jacob 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. June 5, 2017 Page 20 DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 GENERAL TERMS AND CONDITIONS (SERVICE) Article 1: General Customer represents at the commencement of this Agreement that, 1.1 These General Terms and Conditions, including any with the exception of Covered Equipment that is an Equipment supplemental terms(each a"Rider), are attached to and made part of Deliverable under this Agreement, if any, all Covered Equipment is in the Proposal, Advantage Services Agreement, or other document as satisfactory working condition and complies with all applicable codes. the case may be induding any change order, in which these General 2.2 If a fire or life safety system is induded as part of the Covered Terms and Conditions are incorporated (the"Document"), that when Equipment and does not comply with all applicable codes or if removal approved in writing by the Customer and accepted by an authorized of any item of Covered Equipment from coverage would compromise representative of Siemens shall(a)constitute the entire,complete and or impair the integrity or the compliance with law of any system or exclusive contract between the parties (this "Agreement') (i) to Services, and Customer fails to take all necessary corrective action, implement the services identified in the Document(the"Services")to then Siemens may terminate this Agreement without further obligation be provided by Siemens and (ii) for the physical equipment and retain all monies received pursuant to this Agreement ("Equipment), software owned or licensable by Siemens ("Software'), 2.3 All testing and inspection of any Covered Equipment provided for any related documentation ("Related Documentation'), deliverable in this Agreement will be performed at the time and place and in the Instruments(as defined in Section 9.2),and Work Product Deliverables manner deemed appropriate by Siemens, in accordance with (as defined in Section 9.1)identified in the Document to be provided by applicable law and the requirements of then current National Fire Siemens under the Agreement in accordance with the performance of Protection Association ("NFPA") guidelines if applicable, and other the Services (collectively, the "Deliverables') and (b) supersedes and relevant standards. Customer is solely responsible for, and hereby cancels all prior proposals,agreements and understandings,written or indemnifies and holds Siemens harmless from and against, any oral,relating to the subject matter of this Agreement. liability arising from Customer's specification of a testing schedule 1.2 Neither party may assign this Agreement or any rights or other than then current NFPA or other applicable standards or laws. obligations hereunder without the prior written consent of the other 2.4 If the Covered Equipment is altered or moved by any person, except that either party may assign this Agreement to its affiliates and induding Customer, other than Siemens or a person authorized by Siemens may grant a security interest in the proceeds to be paid to Siemens, Customer shall immediately notify Siemens in writing, and Siemens under this Agreement; assign proceeds of this Agreement; Siemens reserves the right to perform a reacceptance test on, or, if and/or use subcontractors in performance of the Services. necessary, a recommissioning of the system at Customer's expense. 1.3 The terms and conditions of this Agreement shall not be modified Reacceptance tests will be performed in accordance with then current or rescinded except in writing, with the prior approval of the Legal NFPA or other applicable requirements, and charged on a time and Departments of Siemens and Customer and signed by duly authorized materials basis. officers or managers of Siemens and Customer. Article 3: Services by Siemens 1.4 In the event of conflict between the Document and these General 3.1 Siemens shall only perform the Services identified in this Terms and Conditions, these General Terms and Conditions shall Agreement. Siemens is not required to conduct safety or other tests, control. In the event of conflict between a Rider and Document or install or maintain any devices or equipment or make modifications or these General Terms and Conditions, the Rider shall control. Any upgrades to any equipment beyond the scope of this Agreement. Any differing or additional terms and conditions in any purchase order or request to change the scope or the nature of the Services must be in other document are of no force and effect unless specifically accepted the form of a mutually agreed change order, effective only when in writing by the parties. executed by all parties hereto. 1.5 Nothing contained in this Agreement shall be construed to give any 3.2 Siemens shall perform the Services during its local, normal rights or benefits to anyone other than the Customer and Siemens working hours,unless otherwise stated in this Agreement. without the express written consent of both parties.Al provisions of this 3.3 Siemens shall have no liability or obligation to continue providing Agreement allocating responsibility or liability between the parties shall Services in the event Customer fails to(a) authorize a reacceptance survive the completion of the Services and termination of this test or re-commissioning that Siemens reasonably deems necessary; Agreement. (b) notify Siemens of any modifications or changes to the Covered 1.6 Certain terms and conditions contained herein may not apply to the Equipment or unusual or materially changed operating conditions, Services to be provided hereunder. It is the intent of the parties, hours of usage, system malfunctions or building alterations that may however,that the interpretation to be given to the terms and conditions affect the Services;(c) provide the access to any site where Services is to apply all terms and conditions unless dearly inapplicable given the are to be performed; or(d) operate, service or maintain the Covered type of Services included. Equipment in accordance with manufacturer's or supplier's 1.7 This Agreement shall be governed by and enforced in instructions or this Agreement. After any of the aforesaid events, accordance with the laws of the State of North Carolina. Any litigation Siemens may terminate or suspend services under this Agreement arising under this Agreement shall be brought in the State or immediately, upon giving notice to Customer. Commonwealth in which the Services are provided to Customer. 3.4 Any repairs and replacements of Covered Equipment as may be 1.8 AFTER THE EXPIRATION OF THE INITIAL TERM, THIS expressly included in the Services are limited to restoring the proper AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE working condition of such Covered Equipment. Siemens will not be ONE YEAR PERIODS BEGINNING ON THE ANNIVERSARY DATE obligated to provide replacement Covered Equipment that represents OF THE INITIAL TERM UNLESS STATED OTHERWISE IN THE significant capital improvement compared to the original. Exchanged DOCUMENT. or removed components become the property of Siemens, except 1.9 This Agreement is non-cancellable during the Initial Term. Either Hazardous Materials (as defined in Section 10.1), which under all party, however, may terminate this Agreement at the end of the Initial circumstances remain the property and responsibility of Customer. Term or at the end of a renewal term by giving the other party at least 3.5 The Services shall be performed in a manner consistent with the sixty(60)days prior written notice of its intent not to renew. degree of care and skill ordinarily exercised by persons performing the 1.10 If, during or within ninety (90) days after the term of this same or similar Services in the same locale under similar Agreement, Customer engages any Siemens employee who has circumstances and conditions. performed work under this or any other agreement between Customer 3.6 Where Services include energy consulting, any estimates of and Siemens, Customer shall pay Siemens an amount equal to the probable construction or implementation costs,financial evaluations, employee's latest annual salary. feasibility studies or economic analyses prepared by Siemens, the Article 2: Covered Equipment documents prepared for the Customer represent Siemens' best 2.1 "Covered Equipment" shall mean the equipment expressly judgment based on Siemens' experience and the information identified in the Document upon which Services will be performed. reasonably available to Siemens at the time that the Services are Siemens Industry,Inc.,Building Technologies Division 1 of 6 For:Orange County DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 GENERAL TERMS AND CONDITIONS (SERVICE) performed. Customer acknowledges that Siemens does not control: methods or sequence of the work or to stop their work. Siemens'work (a)the costs of labor, materials, equipment or services furnished by and/or presence at a site shall not relieve others of their responsibility others; (b) overall market conditions; or, (c) other contractors' to Customer or to others. Except as expressly provided herein, methods of determining prices. Accordingly, Customer Siemens is not responsible for the adequacy of the health, safety or acknowledges that proposals, bids or actual costs may differ from security programs or precautions related to Customer's or its other opinions, evaluations or studies submitted by Siemens as part of the contractors' activities or operations; the work of any other person or Services provided hereunder. entity; or Customer's site conditions. Siemens is not responsible for 3.7 In the event Energy Management & Controlling ("EMC') is inspecting,observing, reporting or correcting health or safety conditions expressly induded, Siemens will have a disaster recovery plan and a or deficiencies of Customer or others at Customer's site. So as not to disaster contingency pan. discourage Siemens from voluntarily addressing such issues, in the 3.8 In the event Online Data Backup & Protection Services are event Siemens does make observations, reports, suggestions or expressly induded in the Document, Siemens will take reasonable otherwise regarding such issues, Siemens shall not be liable or steps to protect the security of all Facilities Data stored offsite. responsible for same. Siemens does not represent or warrant that Facilities Data will not 4.4 Except as expressly stated in this Agreement, Customer is solely be disseminated, compromised or corrupted by reason of responsible for any removal, replacement or refinishing of the building unauthorized actions of third parties. For the purposes of these structure or finishes that may be required to perform or gain access to General Terms and Conditions, "Facilities Data" means electronic the Services. data that is collected or generated by Siemens through scheduled 4.5 Customer alone shall act to protect life and property from the back-ups of the databases and/or graphics residing in the time a partial or full system failure occurs until Siemens notifies workstation(s)and/or field panel(s)that constitute part of Customer's Customer that such system is operational or the emergency has automation control, fire and life safety,and/or security systems. been cleared. Customer's actions shall include all appropriate Article 4: Responsibilities of Customer interim safety precautions(such as a manual 'ire watch'). Siemens 4.1 Customer,without cost to Siemens,shall: shall have no obligation to provide guards, fire watch personnel, or (a) Designate a contact person with authority to make decisions for other services following a system failure, except Services as are Customer regarding the Services and provide Siemens with specifically provided for in this Agreement. information sufficient to contact such person in an emergency. If such 4.6 Customer shall not attach to the Covered Equipment any device representative cannot be reached, any request for Services received that interferes with the Services or the proper operation of the from a person located at Customer's site will be deemed authorized by Covered Equipment. Customer, and Siemens will, in its reasonable discretion, act 4.7 Customer represents and warrants that it will not use accordingly; workstations or field panels that constitute parts of its automation (b) Provide or arrange without cost all reasonable provisions, means control, fire and life safety, and/or security systems for electronic and access for Siemens to the Covered Equipment; storage of any Personally Identifiable Information. For the purposes (c) Permit Siemens to control and/or operate all controls, systems, of these Terms and Conditions, "Personally Identifiable Information" apparatus, equipment and machinery necessary to perform the means any personal information that relates to, describes, or is Services; capable of being associated with, a particular individual. By way of (d) Furnish Siemens with all available information pertinent to the example and not of limitation, Personally Identifiable Information Services; indudes an individual's first name or first initial and last name, plus (e) Obtain and furnish to Siemens all approvals,permits and consents one or more of the following: social security number, health from government authorities and others as may be required for insurance identification number, medical information, insurance performance of the Services except for those Siemens has expressly policy number, passport number, taxpayer identification number, agreed in writing to obtain; account number, credit card number or any other financial (f) Maintain the Services site in a safe condition; notify Siemens information. promptly of any site conditions requiring special care; and provide 4.8 SIEMENS HEREBY DISCLAIMS ANY AND ALL LIABILITY Siemens with any available documents describing the quantity, nature, FOR DAMAGES, INJURY OR LOSS ARISING OUT OF location and extent of such conditions; DISCLOSURE OR DISSEMINATION OF PERSONALLY (g) Comply with all laws and provide any notices required to be given IDENTIFIABLE INFORMATION THAT WAS STORED IN to any government authorities in connection with the Services, except VIOLATION OF PARAGRAPH 4.7 OF THIS ARTICLE, such notices Siemens has expressly agreed in this Agreement to give; 4.9 Subject to the pre-audit requirements of the North Carolina (h) Provide Siemens with Material Safety Data Sheets (MSDS) Local Government Budget and Fiscal Control Act, customer shall conforming to OSHA requirements related to all Hazardous Materials indemnify,defend and hold Siemens harmless from any daims, losses at the site which may impact the Services; or damages arising out of disdosure or dissemination of Personally (i) Furnish to Siemens any contingency plans related to the site; Identifiable Information that was stored in violation of paragraph 4.7 of (j) Furnish the specified operating environment, including without this Article. limitation, suitable, dean, stable, properly conditioned electrical power Article 5: Compensation and other utilities; 5.1 THE ANNUAL FEE IS NON- REFUNDABLE EXCEPT AS MAY (k) Maintain all Covered Equipment in good working order in BE PROVIDED HEREIN. compliance with all applicable laws and service, repair and replace all 5.2 Payments to be made under this Agreement will provide for, and Covered Equipment as necessary;and, be in consideration of, only Services specifically induded under the (I) Perform inspections and tests as indicated in the Life Safety scope section of the Document. All other Services, including but not System Logbook and record same in the Life Safety System logbook. limited to the following, shall be separately billed or surcharged on a 4.2 Unless contrary to applicable law or regulation, Customer time and materials basis: (a) emergency Services performed at acknowledges that the technical and pricing information contained Customer's request, if inspection does not reveal any deficiency herein is proprietary to Siemens and Customer shall not disdose or covered by this Agreement; (b) Services performed other than during otherwise make it available to others. Siemens' normal working hours; and (c) Service performed on 4.3 Customer acknowledges that it is now and shall be at all times in equipment not covered by this Agreement. control of the Services site. Siemens shall not have any responsibility, 5.3 Siemens shall invoice Customer as provided in this Agreement, or duty or authority to direct, supervise or oversee any employees or if not expressly provided,then on an annual basis prior to the agreed contractors of Customer or their work or to provide the means, start date and annually thereafter on the anniversary of such start date. Siemens Industry,Inc.,Building Technologies Division 2 of 6 For:Orange County DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 GENERAL TERMS AND CONDITIONS (SERVICE) Invoices are due and payable net cash upon receipt unless Customer performance shall be extended by a period equal to the time lost plus a has applied and been approved for credit with Siemens, in which case reasonable recovery period and the compensation equitably adjusted the invoice is payable within 30 calendar days of receipt by Customer to compensate for additional costs Siemens incurs due to such or as otherwise set forth in this Agreement. If any payment is not circumstances. received when due, Siemens may deem Customer to be in breach Article 7: Warranties;Disclaimers;Limitation of Liability hereof and may enforce any remedies available to it hereunder or at 7.1 Labor in performing the Services is warranted to be free from law, including without limitation, acceleration of payments and defects in workmanship for 90 days after the Services are performed. suspension or termination of Services at any time and without notice, All labor provided by Siemens hereunder found to be defective and and shall be entitled to compensation for Services previously otherwise qualifying under this warranty shall be re-performed by performed and costs reasonably incurred in connection with the Siemens. Such re-performance hereunder shall not interrupt or suspension or termination. In the event that any payment due prolong the terms of this warranty. In the event that any such re- hereunder is not paid when due, Customer shall pay, upon demand, performance fails to cure such defects, then Customer's exclusive as a late charge, one and one-half percent (1.5%) of the amount of remedy against Siemens for damages from any cause whatsoever, the payment per month, limited by the maximum rate permitted by law whether in contract or tort, shall not exceed an amount equal to the of each overdue amount under this Agreement. Customer shall limitation set forth in Section 7.9 herein. reimburse Siemens' costs and expenses (induding reasonable 7.2 To the extent that Equipment is a Deliverable as part of the attorneys' and witnesses' fees) incurred for collection under this Services under this Agreement, Equipment manufactured by Siemens Agreement. If Customer disputes any portion or all of an invoice, it or bearing its nameplate shall be warranted for the earlier of one(1) shall notify Siemens in writing of the amount in dispute and the reason year from the date of first beneficial use or from the date of installation for its disagreement within 21 days of receipt of the invoice. The to be free from defects. To the extent that Software is a Deliverable undisputed portion shall be paid when due, and interest on any unpaid as part of the Services for use in the Equipment or in a computer portion shall accrue as aforesaid, from the date due until paid, to the owned by the Customer, Customer agrees to take delivery of any extent that such amounts are finally determined to be payable to such Software subject to(i)any applicable Siemens or third party end- Siemens. Notwithstanding any provision of this Agreement Siemens user license agreement (EULA) accompanying such Software, or(ii), shall not declare a default unless Customer fails to cure the default if no EULA accompanies such Software, the EULA posted at within twenty (20) business days of the receipt of written notice of wwwusa.siemens.com/btcpseula (Siemens' EULA web site) for the default. such Software used in or with the Equipment identified by product 5.4 Except to the extent expressly identified in this Agreement, model or part number on the Siemens EULA web site. Such Siemens'fees do not indude any taxes, excises, fees, duties, permits Software shall be warranted in accordance with its applicable EULA or other government charges related to the Services. Customer shall unless an exception is explicitly identified in the Document under this pay such amounts or reimburse Siemens for any amounts it pays. If Agreement. For all other Equipment, Siemens hereby assigns to Customer daims a tax exemption or direct payment permit, it shall Customer, without recourse, any and all assignable warranties provide Siemens with a valid exemption certificate or permit and available from any manufacturer or supplier of such Equipment and indemnify, defend and hold Siemens harmless from any taxes, costs such Software and will assist Customer in enforcement of such and penalties arising out of same. assigned warranties. 5.5 Unless agreed otherwise, the pricing for each year after the 7.3 The limited warranties set forth in Sections 7.1. and 7.2 Initial Term of this Agreement and each year of each renewal of the respectively, will be void as to, and shall not apply to, any Services, Agreement shall be determined as the immediate prior year price Equipment or Software(i) repaired, altered or improperly installed by plus a price escalator based upon the U.S. Department of Labor, any person other than Siemens or its authorized representative; (ii) Bureau of Labor Statistics Urban Consumer Price Index-All Urban Equipment subjected to unreasonable or improper use or storage, Consumers U.S. All items, 1982-1984=100 ("CPI-U'). In addition, used beyond rated conditions, operated other than per Siemens' or each renewal term pricing shall be adjusted for any additions or manufacturer's instructions, or otherwise subjected to improper deletions to Services selected for the renewal term. The price maintenance, negligence or accident, by Customer or others; (iii) escalator shall be the latest semi-annual CPI-U identified above damaged because of any use of the Equipment after Customer has, published prior to each annual anniversary. This escalator shall be or should have knowledge of any defect in the Equipment. applicable to each annual term, whether a renewal term or an 7.4 Any daim under the limited warranties granted above must be annual term after the first year of the Initial Term. made in writing to Siemens within thirty (30) days after discovery of Article 6: Changes;Delays;Excused Performance the daimed defect unless discovered directly by Siemens. Such 6.1 As the Services are performed, conditions may change or limited warranty only extends to Customer and not to any subsequent circumstances outside Siemens' reasonable control (such as changes owner of the Equipment. As to the Equipment, Customer's sole and of law)may develop which require Siemens to expend additional costs, an exdusive remedy for any Equipment found to be defective during effort or time to complete the Services, in which case Siemens shall the warranty period is repair or replacement of the parts or notify Customer and an equitable adjustment made to the components found to be defective. compensation and time for performance. In the event conditions or 7.5 THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE circumstances require Services to be suspended or terminated, ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, Siemens shall be compensated for Services performed and for costs STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT reasonable incurred in connection with the suspension or termination. LIMITATION ALL EXPRESS OR IMPLIED WARRANTIES OF 6.2 Siemens shall not be responsible for loss, delay, injury, damage MERCHANTABILITY OR FITNESS FOR A PARTICULAR or failure of performance that may be caused by circumstances PURPOSE, QUALITY, CAPACITY, OR WORKMANSHIP, ALL beyond its control, including but not limited to acts or omissions by EXPRESS OR IMPLIED WARRANTIES AGAINST THIRD PARTY Customer or its employees, agents or contractors, Acts of God, war, INTELLECTUAL PROPERTY ("IP') INFRINGEMENTS (INCLUDING terrorism, civil commotion, acts or omissions of government PATENT, COPYRIGHT AND OTHER REGISTERED OR authorities, fire, theft, corrosion, flood, water damage, lightning, UNREGISTERED THIRD PARTY IP RIGHTS) OR DEFECTS, freeze-ups, computer viruses, program or system hackers, strikes, WHETHER HIDDEN OR APPARENT, AND EXPRESS OR IMPLIED lockouts, differences with workmen, riots, explosions, quarantine WARRANTIES WITH RESPECT TO COMPLIANCE OF THE restrictions, delays in transportation, or shortage of vehides, fuel, COVERED EQUIPMENT AND DELIVERABLES WITH THE labor or materials. In the event of any such circumstances, Siemens REQUIREMENTS OF ANY LAW, REGULATION, SPECIFICATION shall be excused from performance of the Services and the time for OR CONTRACT RELATIVE THERETO, WHICH ARE HEREBY Siemens Industry,Inc.,Building Technologies Division 3 of 6 For:Orange County DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 GENERAL TERMS AND CONDITIONS (SERVICE) EXPRESSLY DISCLAIMED. reinstallation or relocation of Covered Equipment; (c) painting or 7.6 Customer hereby, for it and any parties claiming under it, refinishing of Covered Equipment or surrounding surfaces; (d) releases and discharges Siemens from any liability arising out of all changes to Services; (e) parts, accessories, attachments or other hazards covered by Customer's insurance. All claims against devices added to Covered Equipment but not furnished by Siemens; Siemens arising out of such hazards, including any right of (f) failure to continually provide suitable operating environment subrogation by Customer's insurance carrier, are hereby waived by induding, but not limited to, adequate space, ventilation, electrical Customer. power and protection from the elements; (g) the removal or 7.7 ANY IDEAS, SUGGESTIONS, RECOMMENDATIONS, reinstallation of replacement valves, dampers, waterfiow and tamper FINANCIAL EVALUATIONS, FEASIBILITY STUDIES OR switches, airflow stations, venting or draining systems, and any other ECONOMIC ANALYSIS PREPARED BY SIEMENS UNDER THIS permanently mounted integral pipe or air duct component; or(h)latent AGREEMENT WILL REPRESENT ITS BEST JUDGMENT BASED defects in the Covered Equipment that cannot be discovered through ON ITS EXPERIENCE AND THE AVAILABLE INFORMATION. the standard provision of the Services. Siemens is not responsible for CUSTOMER ACKNOWLEDGES THAT THE ENERGY MARKET IS services performed on any Covered Equipment other than by VOLATILE AND SUBJECT TO FREQUENT PRICE AND Siemens or its agents. REGULATORY CHANGES. THEREFORE, CUSTOMER FURTHER 8.2 Siemens will not be responsible for the maintenance, repair or ACKNOWLEDGES THAT SIEMENS DOES NOT CONTROL replacement of, or Services necessitated by reason of: (a) non- FUTURE MARKET CONDITIONS OR THE ENERGY MARKETS maintainable, non-replaceable or obsolete parts of the Covered REGULATORY CLIMATE. NOTHING HEREIN SHALL BE Equipment, including but not limited to ductwork, shell and tubes, heat CONSTRUED BY CUSTOMER AS A PREDICTION OF FUTURE exchangers, coils, unit cabinets, casings, refractory material, electrical ENERGY MARKET CONDITIONS OR ENERGY PRICES. wiring, water and pneumatic piping, structural supports, cooling tower ACCORDINGLY, SIEMENS DOES NOT PROVIDE CUSTOMER A fill, slats and basins, etc. unless otherwise specifically stated in the GUARANTY OR WARRANTY OF THE RESULTS OF SIEMENS' Document; or (b) negligence, abuse, misuse, improper or inadequate RECOMMENDATIONS. CUSTOMER MAKES ANY AND ALL repairs or modifications, improper operation, lack of operator ENERGY PROCUREMENT AND RELATED maintenance or skill,failure to comply with manufacturer's operating and DECISIONS. CUSTOMER ACKNOWLEDGES THAT ALL ENERGY environmental requirements. PROCUREMENT AND RELATED DECISIONS ARE MADE AT 8.3 Siemens is not responsible for repairs,replacements or services to CUSTOMER'S SOLE RISK. Covered Equipment due to corrosion, erosion, improper or inadequate 7.8 WITH RESPECT TO ANY LIABILITY (WARRANTY OR water treatment by others, electrolytic or chemical action, or reasons OTHERWISE) THAT SIEMENS MAY HAVE UNDER THIS beyond its reasonable control. AGREEMENT, IN NO EVENT SHALL SIEMENS BE LIABLE 8.4 WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO (INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN HELP CUSTOMER TO ATTAIN REBATES AND/OR INCENTIVES TORTS) FOR ANY LOSS OF USE, REVENUE, ANTICIPATED FROM AVAILABLE SOURCES OR ENERGY/FUEL COST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR REDUCTION, CUSTOMER ACKNOWLEDGES THAT ANY CONSEQUENTIAL DAMAGES(INCLUDING WITHOUT LIMITATION REBATE/INCENTIVE OR ENERGY/ FUEL COST REDUCTION LOST PROFITS AND/OR LOST BUSINESS OPPORTUNITIES) THAT MAY BE AVAILABLE TO CUSTOMER IS GRANTED BY A ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THIRD PARTY OUTSIDE THE CONTROL OF SIEMENS. OR THE SERVICES WHETHER ARISING IN WARRANTY, TORT, CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY OF SIEMENS WILL EITHER ASSIST CUSTOMER OR ENDEAVOR LIABILITY, WHETHER, FOR WARRANTY, LATE OR NON- ITSELF TO OBTAIN ANY AND ALL REBATES/INCENTIVES OR DELIVERY OF ANY SERVICES, AND WHETHER SIEMENS HAS ENERGY/FUEL COST REDUCTION AVAILABLE, SIEMENS DOES BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOT GUARANTEE THAT IT WILL OBTAIN OR APPLY FOR ALL 7.9 It is understood and agreed by and between the parties that REBATES/INCENTIVES OR ENERGY/FUEL COST REDUCTIONS Siemens is not an insurer and this Agreement is not intended to be THAT MAY BE AVAILABLE TO CUSTOMER. an insurance policy or a substitute for an insurance policy. Article 9: License and Intellectual Property Insurance, if any, shall be obtained by Customer. Fees are based 9.1 Any tangible form of a report or drawing specifically developed for, solely upon the value of the Services provided hereunder, and are commissioned by and deliverable to the Customer in connection with unrelated to the value of Customer's property or the property of Services performed by Siemens under this Agreement("Work Product others on Customer's premises. Accordingly, Siemens' aggregate Deliverables") shall become the Customer's property upon receipt by liability for any and all claims, losses or expenses (induding the Customer and payment of any fees due Siemens under this attorney's fees) arising out of this Agreement, or out of any Services Agreement. Siemens may retain file copies of such Work Product or goods furnished under this Agreement, whether based in Deliverables. contract, negligence, strict liability, agency, warranty, trespass, 9.2 If any know-how, tools and related documentation owned or indemnity or any other theory of liability, shall be limited, as licensed by Siemens and used by Siemens to install or commission liquidated damages, to the greater of $1,000 or 10% of the total Equipment and Software for operation at the Site, including but not compensation received by Siemens from Customer under this limited to tools for installing any Software, performing diagnostics on Agreement. Equipment as installed at the Site as well as any reports, notes, 7.10 Siemens reserves the right to control the defense and settlement calculations, data, drawings, estimates, specifications, manuals, of any daim for which Siemens has an obligation under the warranty documents, all computer programs, codes and computerized hereunder. materials prepared by or for Siemens and used by Siemens to provide 7.11 The parties acknowledge that the price which Siemens has the Services ("Instruments') are provided to the Customer under this agreed to perform its Services and obligations under this Agreement Agreement, any such Instruments shall remain Siemens property, is calculated based upon the foregoing limitations of liability, and that including the intellectual property conceived or developed by Siemens Siemens has expressly relied on,and would not have entered into this in the Instruments. Agreement but for such limitations of liability. 9.3 In addition, all intellectual property: (i)that has been conceived or Article 8: Limitations of Maintenance or Service Obligations developed by an employee or subcontractor of Siemens before 8.1 Unless agreed otherwise, Services do not indude and Siemens is Siemens performs any Services under this Agreement; (ii) that is not responsible for: (a) service or provision of consumable supplies, conceived or developed by such employee or subcontractor at any time induding but not limited to batteries and halon cylinder charging; (b) wholly independently of Siemens performing the Services under this Siemens Industry,Inc.,Building Technologies Division 4 of 6 For:Orange County DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 GENERAL TERMS AND CONDITIONS (SERVICE) Agreement; or, (iii) if developed while performing the Services under Article 10:Hazardous Materials Provisions this Agreement, where the development of intellectual property for the 10.1 The Services do not indude directly or indirectly performing or benefit of the Customer is not expressly identified as an item of Services arranging for the detection, monitoring, handling, storage, removal, to be provided to the Customer or where such Services comprised or transportation, disposal or treatment of oil or Hazardous Materials. corresponded to an update, improvement, configuration, or Except as disclosed pursuant to this Article, Customer represents that, modification of Equipment or Software made in the ordinary course of to its best knowledge, there is no asbestos or any other hazardous or business solely to allow such products to interface with any software toxic materials, as defined in the Comprehensive Environmental and/or equipment and/or to operate at a site specified by Customer, Response, Compensation and Liability Act of 1980, as amended, the (collectively, "Siemens Pre-existing Intellectual Property) that may be regulations promulgated thereunder, and other applicable federal, induded in scope provided to the Customer under this Agreement state or local law("Hazardous Materials"), present at Customer's Sites shall also remain Siemens' property induding the Siemens Pre- where the Services are performed. Siemens will notify Customer existing Intellectual Property included in the Work Product immediately if it discovers or suspects the presence of any Hazardous Deliverables. Siemens Pre-existing Intellectual Property is also Material. All Services have been priced and agreed to by Siemens in induded in all reports, notes, calculations, data, drawings, estimates, reliance on Customer's representations as set forth in this Article.The specifications, manuals, documents, all computer programs, codes presence of Hazardous Materials constitutes a change in this and computerized materials prepared by or for Siemens. Agreement whose terms must be agreed upon by Siemens before its 9.4 All Work Product Deliverables and any Instruments provided to the obligations hereunder shall continue. Customer are for the Customer's use and only for the purposes 10.2 Customer is solely responsible for testing, abating, disclosed to Siemens. Siemens hereby grants the Customer a encapsulating, removing, remedying or neutralizing such Hazardous royalty-free(once all payments due under this Agreement are paid to Materials, and for the costs thereof. Customer is responsible for the Siemens), non-transferable, perpetual, nonexclusive license to use proper disposal of all Hazardous Materials and oil that at any time are any Siemens Pre-existing Intellectual Property solely as incorporated present at the Services site in accordance with all applicable federal, into the Services and Deliverables (including Work Product state, and local laws, regulations, and ordinances. Even if change Deliverables and any Instruments provided to the Customer under this order has been entered into pursuant to this Article, Siemens shall Agreement). Under such license, and following agreement to be have the right to stop the Services until the site is free from Hazardous bound to confidentiality provisions under this Agreement and/or in Materials. In such event, Siemens shall receive an equitable extension accordance with any separate confidentially agreement that may exist of time to complete the Services,and compensation for delays caused between the parties, Customer shall have a right to: (a) Use, in object by Hazardous Materials remediation. In no event shall Siemens be code form only, the Software that is owned or licensed by Siemens or required or construed to take title, ownership or responsibility for such its affiliates and that is either separately deliverable for use in the oil or Hazardous Materials. Customer shall sign any required waste Equipment or for use in a computer system owned by the Customer or manifests in conformance with all government regulations, listing delivered as firmware embedded in the Equipment ("Software Customer as the generator of the waste. Deliverables'); (b) Make and retain archival and emergency copies 10.3Customer warrants that, prior to the execution of this Agreement, of such Software Deliverables (subject to any confidentiality it shall notify Siemens in writing of any and all Hazardous Materials provisions) except if the Software Deliverable is embedded in the which to Customer's best knowledge are present, potentially present Equipment; and, (c) Use all such Equipment, Work Product or likely to become present at the Services site and shall provide a Deliverables, and such Instruments, provided however, the copy of any site safety policies, including but not limited to lock-out Equipment, Work Product Deliverables, and Instruments shall not be and tag procedures, chemical hygiene plan, MSDSs or other items used or relied upon by any third-party, and such use shall be limited to required to be disclosed or maintained by federal, state, or local laws, the particular project and location for which the Services are provided. regulations or ordinances. 9.5 The Customer shall not transfer the Equipment, Software, Work 10.4 Subject to the pre-audit requirements of the North Carolina Product Deliverables, or Instruments to others or use them or permit Local Government Budget and Fiscal Control Act, customer shall them to be used for any extension of the Services or any other project indemnify, defend and hold Siemens harmless from and against any or purpose,without Siemens'prior express written consent. damages, losses, costs, liabilities or expenses (including attorneys' 9.6 Any reuse of Equipment, Software,Work Product Deliverable, or fees)arising out of any oil or Hazardous Materials or from Customer's such Instruments for other projects or locations without the written breach of,or failure to perform its obligations under this Article. consent of Siemens, or use by any third party will be at the users risk Article 11: Import/Export Indemnity and without liability to Siemens; and, the Customer shall indemnify, Customer acknowledges that Siemens is required to comply with defend and hold Siemens harmless from any claims, losses or applicable export laws and regulations relating to the sale, damages arising therefrom. exportation, transfer, assignment, disposal and usage of the 9.7 In consideration of such license, the Customer agrees not to Covered Equipment or Services provided under the Contract, reverse engineer any Equipment or Software to reconstruct or induding any export license requirements. Customer shall not, at discover any source code, object code, firmware, underlying ideas, any time, either directly or indirectly, use, export, sell, transfer, or algorithms of such Equipment or Software even to the extent such assign or otherwise dispose of such Covered Equipment or Services restriction is allowable by law. in a manner which will result in non-compliance with such applicable 9.8 Customer acknowledges that Siemens, in the normal conduct of export laws and regulations. It shall be a condition of the continuing its business, may use concepts, skills and know-how developed performance by Siemens of its obligations hereunder that while performing other contracts. Customer acknowledges the compliance with such export laws and regulations be maintained at benefit which may accrue to it though this practice, and accordingly all times. CUSTOMER SHALL INDEMNIFY AND HOLD SIEMENS agrees that anything in this Agreement notwithstanding, Siemens HARMLESS FROM ANY COSTS, LIABILITIES, PENALTIES, may continue, without payment of a royalty, this practice of using SANCTIONS AND FINES RELATED TO THE CUSTOMER'S NON- concepts, skills and know-how developed while performing the COMPLIANCE WITH APPLICABLE EXPORT LAWS AND Services under this Agreement. REGULATIONS. 9.9 Customer acknowledges that all Facilities Data is owned by Article 12: Small Business Concern Siemens and may be used by Siemens in a commingled or other Siemens shall adhere to FAR 52.219-8 regarding the "Utilization of reasonable manner, provided that such use does not identify Small Business Concerns", as part of its Commercial Small Customer or the location(s) of the facility or facilities to which Business Subcontracting Agreement with the federal government. Facilities Data pertains. Siemens' policy is to offer small business concerns, including small Siemens Industry,Inc.,Building Technologies Division 5 of 6 For:Orange County DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 GENERAL TERMS AND CONDITIONS (SERVICE) disadvantaged businesses, women owned small-businesses, HUBZone small businesses, veteran owned small businesses and service disabled veteran owned small businesses, the "maximum practical opportunity'to participate in performing contracts let by any commercial entity, local government or federal agency, including subcontracts for subsystems, assemblies, components, and related services for major systems. Siemens Industry,Inc.,Building Technologies Division 6 of 6 For:Orange County DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 Appendix A. Discounted Labor & Material Pricing Siemens Industry, Inc. ® Carolina' Article I. North/South Carolina 2017 Time & Material Policy October 1,2016 Definition: Any work requested by the customer that does not involve a contract or prior agreement. The only work that will be performed will result from a customer directive. Standard Hourly Labor Rate Mechanic Automation Engineering/ Fire Security Electrical Specialist Energy $112 $170 $193 $158 $126 $181 A trip charge of$50 applies for trips up to 50 miles. Above 50 miles $50 trip charge and mileage charges for entire mileage apply. Technical Support Program Customers Value Added Hourly Labor Rate Mechanic Automation Engineering/ Fire Security Electrical Specialist Energy $99 $139 $179 $130 $111 $153 Expenses: $0.90/mile and Per Diem (if applicable) Requirements: • Charges start from the time of dispatch to the time the work is complete. • On-site service requires a four(4) hour minimum charge. Online service requires a two(2) hour minimum charge. • Automation material rates: Standard Pricing Applies: Apogee—List x 0.6, Field Devices—List x 0.5. • Fire Life Safety material rates: Customers with an active Service Agreement will benefit from a discount off of the standard pricing for Siemens products in the Life Safety Pricing Guide. Customers with an S/A will receive"Trade Net"pricing. Customers without a Service Agreement will pay"User Net" pricing. . • Rates are subject to change at anytime. • Regular hours are from 8am to 5pm Monday through Friday. Time plus one-half will be applied after hours including Saturday. Double time will be applied on Sunday and Holidays. Siemens Industry, Inc. June 5, 2017 Page 27 DocuSign Envelope ID:37AF196F-70A9-40BD-BDEO-4E0A39EC4A40 DATE(MWOD/YYYY) AC RD CERTIFICATE OF LIABILITY INSURANCE E 09/1912016 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)must 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). CONTACT i PRODUCER NAME: ---" MARSH USA,INC. PHONE I FAX 445 SOUTH STREET _OVC- Ext) (A/C,No)_" MORRISTOWN,NJ 07960-6454 E-MAIL INSURER(SAFFORDING COVERAGE NAIC k 100129-SBT-16117 Recites- NOC60 INSURER A:HDI Global Insurance Company 41343 228 - - — ---- -- INSURED INSURER e:The Travelers Indemnity Company 25658 INDUSTRY,INC. BUILDING TECHNOLOGIES INSURER c:Travelers Property Casualty Co.of America 25674 1000 DEERFIELD PARKWAY INSURER off_ — — BUFFALO GROVE,IL 60089 INSURER£ INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-007192659-06 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 TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L7R-------- IADDL SUER --�--- POLICY EFF POLICY EXP I LIMITS TYPE OF INSURANCE fINs WyD POLICY NUMBER ,JMMwaD)YYYY) (MMIOD/YYYY1 A X COMMERCIAL GENERAL LIABILITY r GLD1110108 10101/2016 10/01/2017 EACH OCCURRENCE $ 1,000,000 I DAMAGE TO RENTED 1000000 CLAIMS-MADE pi OCCUR PREMISES(Ea occurrence) $ — MED EXP(Any one person) $ 100,000 PERSONAL&ADV INJURY $ 1,000,000 —• -- ---— GENERAL AGGREGATE $ 10,000,000 GE 'L AGGREGATE LIMIT APPLIES PER. — X POLICY I jE7 LOC INCL PRODUCTS-COMP/OP AGG $ _� $ C AUTOMOBILE LIABILITY TC2JCAP7440 OTHER 10(0112016 1010112017 COMBINED SINGLE OMIT $ 2,000,000 L34A16 �>;a accident') _MIT $ ---- X ANY AUTO BODILY INJURY(Per person) $ N/A x __ —..—._..___........___. ALL OWNED _ SCHEDULED BODILY INJURY(Per accident) 3 NIA AUTOS _ AUTOS PROFERTY DAMAGE X X NON-OWNED PROP accident) _ .—. $ N/A —HIRED AUTOS AUTOS ; UMBRELLA LIAB __ OCCUR EACH OCCURRENCE i$ EXCESS LIAB CLAIMS-MADE AGGREGATE I DED I RETENTION$ TC2JU87440L27116(AOS) 10/01/2016 10/01/2017 X PER II II orH- $ C WORKERS COMPENSATION STATUTE L_1 FR___AND EMPLOYERS'LIABILITY Y/N TRKUB7440L28316(AZ,MA,OR 8 WI) 10/01/2016 10101/2017 F,L EACH ACCIDENT $ 1,000,000 B ANY PROPRIETOR/PARTNER/EXECUTIVE I N I N/A C OFFICER/MEMBER EXCLUDED? TWXJUB7440L33816(OH 8 WA) 10/0112016 10/01/2017 E L DISEASE-EA EMPLOYEE $ ,0007)00 If yes,d Mandatory in NH) 1,000,000 II yes desera N under '—$500K LIMIT i$500K SIR"'" E L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS 1 LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if mare space Is required) RE.106 NO NIA SEE ATTACHED 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 66 N ACCORDANCE WITH THE POLICY PROVISIONS. HILLSBOROUGH,NC 27278 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Maneshi Mukherjee -S't,-a,■.A..an ,A -k-- 4- ( 1 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:37AF196F-70A9-40BD-BDEO-4E0A39EC4A40 AGENCY CUSTOMER ID: 100129 LOC#: Morristown AC R D ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA,INC. SIEMENS INDUSTRY,INC. BUILDING TECHNOLOGIES POLICY NUMBER 1000 DEERFIELD PARKWAY BUFFALO GROVE,IL 60089 CARRIER NAIL CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance RE;JOB NO.N/A COUNTY OF ORANGE:ASSET MANAGEMENT SERVICES IS INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND AU FOMOBILE LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NON- CONTRIBUTORY INSURANCE TO THE EXTENT THAT A CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY,INC.OR ITS SUBCONTRACTORS 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 UNDER CONTRACT. IF THESE POLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NONPAYMENT OF PREMIUM,THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT,WHICHEVER IS LESS. • ACORD 101 (2008101) ©2008 AGORA CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40 r / 4 Bill To Requisition 00097438-00 FY 2018 ASSET MANAGEMENT ORANGE COUNTY Acct No: PO BOX 8181 10 -20-240-2403-20-00-630000- HILLSBOROUGH, NC Review: 27278 Buyer: dcannell Status: Released Page 1 Vendor Ship To SIEMENS BUILDING TECHNOLOGIES - ASSET MANAGEMENT BUILDING AUTOMATION ORANGE COUNTY 215 SOUTHPORT DRIVE STE 900 131 W MARGARET LANE, STE 301 HILLSBOROUGH, NC 27278 MORRISVILLE, NC 27560 ACOOPER@ORANGECOUNTYNC.GOV Delivery Reference ALAN DORMAN 919-245-2625 Date Vendor Date IShip Ordered Number Required Via Terms Department 07/25/17 1053325 I I 12400 ASSET MANAGEMENT SERVI LN Description / Account Qty Unit Price Net Price General Notes CONFIRMING P.O. - DO NOT DUPLICATE ORDER ALREADY PLACED BY DEPARTMENT 001 SIEMENS HVAC SERVICE CONTRACT FOR 1. 00 48118.00000 48118. 00 17/18-9 ORANGE COUNTY FACILITIES EACH 1 10 -20-240-2403-20-00-630000- 48118 . 00 Ship To ASSET MANAGEMENT ORANGE COUNTY 131 W MARGARET LANE, STE 301 HILLSBOROUGH, NC 27278 Delivery Reference ALAN DORMAN 919-245-2625 Requisition Link Requisition Total 48118. 00 ***** General Ledger Summary Section ***** Account Amount Remaining Budget 10 -20-240-2403-20-00-630000- 48118 .00 188391.51 ***** Approval/Conversion Info ***** Activity Date Clerk Comment Queued 07/25/17 ALAN DORMAN DocuSign Envelope ID:37AF196F 70A9 40BD BDEO 4E0A39EC4A40 f � k' n G Bill To Requisition 00097438-00 FY 2018 ASSET MANAGEMENT ORANGE COUNTY Acct No: PO BOX 8181 10 -20-240-2403-20-00-630000- HILLSBOROUGH, NC Review: 27278 Buyer: dcannell Status: Released Page 2 Vendor Ship To SIEMENS BUILDING TECHNOLOGIES - ASSET MANAGEMENT BUILDING AUTOMATION ORANGE COUNTY 215 SOUTHPORT DRIVE STE 900 131 W MARGARET LANE, STE 301 HILLSBOROUGH, NC 27278 MORRISVILLE, NC 27560 ACOOPER@ORANGECOUNTYNC.GOV Delivery Reference ALAN DORMAN 919-245-2625 Date Vendor Date Ship Ordered Number Required Via Terms Department 07/25/17 1053325 1 I 12400 ASSET MANAGEMENT SERVI LN Description / Account Qty Unit Price Net Price Pending JEFF THOMPSON Pending PHYLLIS FONTES Pending SHARI RASBERRY Pending DAVID CANNELL