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HomeMy WebLinkAbout2016-755-E AMS - Siemens Industry annual service DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 NORTH CAROLINA CONSTRUCTION SERVICES AGREEMENT UNDER$50,000 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter"Agreement"), is made and entered into this I st day of November, 2016 by and between Orange County,North Carolina (hereinafter the "Owner") party of the first part; and Siemens Industry, Inc (hereinafter the "Contractor"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the Owner hereby contracts for the construction services of the Contractor, and the Contractor agrees to provide the construction services to the Owner in accordance with the terms of this Agreement. 1. TERM AND MAXIMUM AMOUNT PAYABLE Beginning and ending dates of contract: 07/01/2016 through 06/30/2017. The Project Commencement Date shall be 11/01/2016. Dollar Amount Not to Exceed: Fourty Eight Thousand One Hundred Eighten($48,118,00) 2. SERVICES Contractor agrees to provide the following construction services (the "Work"): Siemens Industry,Inc shall provide the services as outlined in the attached propsal dated 611/2016 and the attached terms and condtions. Technical Support Program. Contractor shall not sub-contract all or any part of the construction services provided for in this Agreement without prior written approval of the Owner. Contractor shall be responsible for all errors or omissions, in the performance of the Agreement. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to Owner. 3. PAYMENT Contractor shall submit an invoice for construction services provided. The invoice shall contain Contractor's name and federal tax identification number and shall be signed and dated by an officer of Contractor. It shall detail all construction services provided in payment requests. The Owner will make payments to Contractor within thirty (30) days after receipt of and approval of the invoice by the contracting department. In the event the amount stated on an invoice is disputed by Owner, then Owner may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. In addition, should Contractor fail to perform its duties under the terms of this Agreement, Owner may, without fault or penalty, withhold any payment associated with the Work to be performed until such time as said work is completed. 4. RELATIONSHIP OF PARTIES Contractor is an independent contractor of the Owner. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the construction services under this Agreement. Such personnel shall not be employees of or have any contractual relationship Rcvised 6/16 1 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 with the Owner. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such construction services. It is further agreed that Contractor will obey all State and Federal statutes, rules and regulations which are applicable to provisions of the construction services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or agent of the Owner. 5. SUSPENSION AND TERMINATION This Agreement may be terminated by Contractor upon thirty (30) days'written notice to the Owner, and the Owner may terminate this Agreement upon thirty (30) days' written notice to Contractor. Owner may suspend the Work at any time for Owner's convenience and without penalty to Owner upon three (3) days' notice to Contractor. Upon any suspension by Owner Contractor shall discontinue the Work and shall not resume the Work until notified to proceed by Owner. The notice required by this section or any other notice shall be delivered via certified mail, return receipt requested to the parties at the addresses as shown on the signature page to this Agreement. Such notice is deemed given upon its delivery to, or deposit in a receptacle of, the United States Post Office. 6. INSURANCE REQUIREMENTS Contractor shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner'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.orangecouniyiie- og v/departments/�urebasing_division/coratracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (if no additional insurance required. mark NIA as being not applicable). Contractor shall not commence construction work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7. INDEMNIFICATION Contractor agrees to defend, indemnify, save, and protect Owner and Owner's lender, if any, harmless from and against any and all claims, liens, liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable attorney's fees related thereto) arising out of, in connection with, or resulting from any negligence, act or failure to act by the Contractor, the Contractor's agents, assigns or employees related to the Work. Contractor is responsible for all errors or omissions caused by its agents, contractors, employees, or assigns in the performance of this Agreement. It is the intent of this section to require Contractor to indemnify the Owner to the full extent permitted under North Carolina law. 8. NON-ASSIGNMENT Contractor shall not assign all or any part of this Agreement, including rights to payments,to any other party without the prior written consent of the Owner. 9. NON—APPROPRIATION Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory Revised 6/16 2 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 mandate. In the event that public funds are unavailable and not appropriated for the performance of Owner's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of public funds. It is expressly agreed that Owner shall not activate this non- appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal authority. 10.DISPUTE RESOLUTION Any dispute with respect to any provision of, or the performance or non-performance of, this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects which rules and procedures are incorporated herein. 11. ENTIRE AGREEMENT The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it, together with specifically referenced documents,constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified by a written amendment to this Agreement signed by the parties. Modifications may be evidenced by telefacsimile signatures. Should any conflict arise in the terms of any documents referenced herein and this Agreement the terms of this Agreement shall be given priority and shall control over all other such documents. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of the proposal. 12. COMPLIANCE WITH LAW/GOVERNING LAW Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and any action brought under this Agreement shall be brought in the General Court of Justice of the State of North Carolina in Orange County. Contractor 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 anti-discrimination laws,policies,rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement 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. By executing this Agreement Contractor affirms that Contractor and any subcontractors of Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Contractor certifies that Contractor 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. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. Revised 6/16 3 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 [SIGNATURE PAGE TO FOLLOW] rf P Revised 6116 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 IN WITNESS WHEREOF Orange County and the Contractor have signed this agreement, effective as of the day and date first above written. ORANGF,COUNTV CONTRACTOR Doc u5igned by: Docu5igned by, By 13yL01EDD2F873B747E B,a37994B755E477... County manager Bri .. 200 S. Cameron St. Siemens Industry, Inc P.O. Box 8181 215 Southport Hillsborough,NC 27278 Morrisville,IBC 27560 i Revised 6/16 5 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 M-9 0� u 'nk 3 p 1 „s +2 s ;rt Advantage Services Orange County—Siemens Building Energy Management System-Technical Support Program June 1,2016 J, I 111 i � oocuSion Envelope ID:no1AEnso-ACrz-42a4 e6ro'o41e224A6CC5 Table OfContents 1 Overview 2 — | 1.1 Executive Summary 2 � 1.2 Siemens Cepub|kieym Commitment m Our Customers a � ~ 1 �- 1.3 Quality Assurance a �v NN 2 Service Solution 4 r ' . N0 2.1 Service Team 4 2.2 Building Aummudon System Services S This senmeegramnm 24 General Services 13 /m,00enspe/�a/� ' vo,o/mmum support rvu' wnique facilities. 3 Mahntoined Equipment Tables 16 3.1 List nr Maintained Automation Equipment 16 4 3>amonu Industry, Inc. 20 4.1 Signature Page and Investment 20 4.2 Terms And Condidonx 21 Appendix A. Discounted Labor&Material Pricing 27 ' Siemens Industry, Inc- June 1. 2O18 Page DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 ($16,177) a Asset Management Services-Siemens Database Server o Richard L.Whitted Human Services Center o Office Building a Library o Animal Services Center a Justice Facility o Court Street Annex o District Attorney Office o Detention Center o Apogee Insight Software Updates—Server&Client($3,881) o Online I Remote System Support&Diagnostics ($3,260) o Onsite Operator Training Program—Quarterly 4 Hour Sessions($3,073) o Classroom Training with Hands-On Labs—2 Class Seats($3,590) o Onsite Energy Management / Building Automation Specialist Flextime ($9,2 60) Building Mechanical System Services ($8,877) 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 2417 1365 o Priority Based Emergency Onsite Response 2417/365 o Dedicated Service Program Manager&Service Technician Team © 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 i I Siemens Industry, Inc. dune 1, 2016 Page 2 i DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 snore 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 1, 2016 Page 3 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 toeing 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 I Online Response—Normal Business Hours=Service Team Leader.After Hours= Siemens Emergency Response Center Siemens Help Line.1 -866-728-7678 t f If I Brian Fleischhauer is responsible for scheduling your preventive maintenance visits, and handling your emergency situations by taking the appropriate action. E Brian Fleischhauer or Mary Beth Davis can assist with all service invoicing f including your Technical Support Program and Time and Material projects. Siemens Industry, Inc. June 1, 2016 Page 4 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 erasure 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 1 or remote services(if applicable). Control Loop Analysis&Optimization: Control loops by their nature driftout 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. I Siemens Industry, Inc. June 1,2016 Page 5 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 1 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 1,2016 page 6 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 PCs and related workstation hardware are excluded. Under this agreement we shall include updates for(1) one Apogee Insight Advanced Server License and add (1) one Apogee Insight Advanced Client License. I i II I Siemens Industry, Inc. June 1, 2016 Page 7 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 2.2.3 Online C Remote System 5Upport & Diagnostics Online 1 Remote System Support&Diagnostics.Monday through Friday:8;00AM- 5:OOPM System and software troubleshooting and diagnostics will be provided remotely through the online support service (up to 8 hours)to enable faster response to emergency service requests and to reduce the costs and disruptions 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). f I i I I i E k Siemens Industry, Inc. June 1, 2016 Page 8 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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. I r I E i Siemens Industry, Inc. June 1, 2016 Page 9 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 2.2.5 Classroom Training with viands-an Labs Your Service Account Engineer will work with you to develop and deliver the most effective use of the training class tokens. Please refer to the Siemens Training Manual for class times and descriptions. The tokens included within this Technical Support Program are for classes in our Morrisville, NC branch. These classes review and reinforce skills, leading to greater operator knowledge and productivity. Siemens has included 2 Class Seat to he used throughout the year. Classes are 34 days each. Classes include light breakfast and lunch daily. Per Diem costs(hotel,dinner)for attendees are not included. i Please review the following course titles and refer to Siemens Training Manual for details. Date Course Title TBD 5-620 APOGEE workstation Operations TBD 5-625 APOGEE Advanced workstation Operations TBD 5-630 APOGEE PPCL Programming TBD 5-635 APOGEE Programming for Efficient Building Operations 1 1. Siemens Industry, Inc. June 1, 2016 Page 10 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 2.2.E 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. i Energy Management 1 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 1 system customization which require onsite Siemens automation technician labor. Emergency Onsite: Monday through Friday, 8:OOAM to- 5:OOPM. Emergency Onsite Response can be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. 'Siemens will provide this service between scheduled service calls and respond within the next business day, Monday through Friday, 8:OOAM to- 5:00PM, excluding holidays, once receiving notification of an emergency, as determined by your staff and our office. Nora-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 1, 2016 Page 11 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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, Linder this agreement we wil I 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 r 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 I 4. Clean fans,shafts and drives of excessive grease and dirt 5. Oil and grease all motor and fan bearings. *OPERATING INSPECTION—3 f 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 2016-2017 contract will cover a total of four inspections, one annual maintenance and three operating inspections. r Siemens Industry, Inc. June 1, 2016 Page 12 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 Filters: Filters for the AlIRs will be inspected during each visit and changed as needed. One(1) fiIter change per year is covered in this agreement. Any additional changes will be billed to Orange County as per our Time and Material rates I Siemens Industry, Inc. ,June 1, 2016 Page 13 I DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 2.:3 GENERAL SERVICES 2.3.1 Priority Based Emergency Phone & Online Response Emergency Phone Response—Siemens will maintain emergency response capabilities 2417 1365. Upon receiving notification of an emergency,as determined by your staff and Siemens,we will respond accordingly.Your staff and our response personnel will work together to determine the priority level required for response. Emergency Online Response—Automation system and software troubleshooting and diagnostics will be provided remotely through the online support service (up to 8 hours)to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will provide this service respond within 2 hours,Monday through Friday,during the hours of 8:00 AM—5:00 PM,excluding Holidays,upon receiving notification of an emergency,as determined by your staff and Siemens. Cali 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 24/71365 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). I i Siemens Industry, Inc. June 1, 2016 Page 14 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 2.3.3 Dedicated Service Program Manager& Technician Team Service Team:A dedicated service program managerwill 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 managernent 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. i 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. i Siemens Industry, Inc. June 1, 2016 Page 15 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 3 Maintained Equipment Tables 3.1 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 Dotes 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 Govaraee Code Key # i A=Labor&Materials Included B=Labor Included&Materials Not Included i C=Labor Not Included&Materials Included D=Labor Not Included&Materials Nod Included Siemens Industry, Inc. June 1, 2016 'Page 16 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 Office Building Qty Equipment Manufacturer Notes Coverage 2 PXC Modular Controllers(PXCM) Siemens -Power Modules -Controller Modules D -All TXIIO Point Modules 74 Terminal Equipment Controllers Siemens (TEC) D 2 BACNET Chiller Gateways Siemens D i 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/la 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 I I Siemens Industry, Inc, June 1, 2016 Page 17 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 Animal Services Center Qty Equipment Manufacturer Notes Coverage 2 Mechanical Equipment Controllers Siemens (MEC) D 44 Terminal Equipment Controllers Siemens (TEC) D 10 BACNET Roof Top Unit Gateways Siemens D 1 Apogee Ethernet Microserver Siemens (AEM) D Justice Facility Qty Equipment Manufacturer Notes Coverage 1 Mechanical Equipment Controllers Siemens (MEC) D 34 Terminal Equipment Controllers Siemens (TEC) D Court Street Annex Facility Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 Siemens (PXCC 24) D i 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 1, 2016 Page 18 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 District Attorney Office Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 Siemens (PXCC 24) t] 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&Reglacement Coverage Code Key A=Labor&Materials Included B=Labor Included&Materials Not Included C=Labor Not Included&Materials Included ❑=Labor Not Included&Materials Nat Included I Siemens Industry, Inc. dune 1, 2016 Page 19 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 4 Siemens Industry, Inc. 41 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 6l1J20116 and the attached terms and conditions. Duration: This agreement shall remain in effect for an original term of 1 Year beginning 711/2016. Investment: Annual Semi-Annual Quarterly Year 1: 7l1115 through 6f30116 $48,118 $48,599 $49,085 Billing Terms Accepted (please initial or sign under one option) Proposal accented by: Proposal submitted by: Orange County Siemens Industry, Inc. By: By.Jacob Snyder Title: Title:Account Executive Signature Date Signature Date i Approved for Siemens Industry,Inc. by: By: Craig Martin Title: Service Operations Manager Signature Date i i Siemens Industry, Inc. June 1, 2016 Page 20 DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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"Ride),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 including any change order, in which these General 2.2 1f a fire or life safety system is included as part of the Covered Terms and Conditions are incorporated (the"Documenn, 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"l 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 ("Equrpmenf'), software awned or licensable by Siemens("Software'), 2.3 All testing and inspection of any Covered Equipment provided for any related documentation (Related Documentalionj, 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 perforrnance 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 including 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 Temps 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 lost, 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.All 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 terns and oanditions 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 clearly 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 tern 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 1 and Siemens, Customer shalt 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:561AE95D-AC72-4264-B6FD-D416224A6CC5 GENERAL TERMS AND CONDITIONS (SERVICE) performed. Customer acknowledges that Siemens does not control: methods or sequence of theirwork or to stop their work. Siemens'work (a)the casts 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 detemtiining 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 Customers 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 included, 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 plan. 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 included 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'fire 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) Fumish Siemens with all available information pertinent to the example and not of limitation, Personally Identifiable Information Services; includes 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 oonfomning to OSHA requirements related to all Hazardous Materials indemnify,defend and hold Siemens harmless from any claims, losses at the site which may impact the Services; or damages arising out of disclosure 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 0) Furnish the specified operating environment, including without this Article. limitation,suitable, dean,stable, properly conditioned electrical power Article 5. Compensation and other utilities; 5.9 THE ANNUAL FEE IS NOW 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 included under the (1) 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 disclose 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 responisibility, 53 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:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 7.9 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°h) 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 (including reasonable 7.2 To the extent that Equipment is a Deliverable as part of the attomeyd 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 www.usa.siemens.com/btcpseula (Siemens' EULA web site) for the default. such Software used in or with the Equipment identified by product 54 Except to the extent expressly identified in this Agreement, model or part number on the Siemens EULA web site. Such Siemens'fees do not include arry 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 claims 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 teen, whether a renewal term or an 7:4 Any claim 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 claimed 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 exclusive 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 lass, 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 oommotion, 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 vehicles, 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:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 including, 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, waterflow 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 dud 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, tails, 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 REBATEIMCENTIVE 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 NOW 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. REBATESIINCENTIVES 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 Customers 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 (including 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 141/113 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, T10 Siemens reserves the right to control the defense and settlement calculations, data, drawings, estimates, specifications, manuals, J of any claim 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 include 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 including but not limited to batteries and halon cylinder charging; (b) wholly independently of Siemens performing the Services under this Siemens Industry,Inc.,Bultding Technologies Division 4 of 6 For:Orange County DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 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 101 The Services do not include 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 Artide,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 andlor to operate at a site specified by Customer, Response, Compensation and Liability Act of 1980, as amended, the (collectively, "Siemens Pre-existing Inteffecfual PropeW') that may be regulations promulgated thereunder, and other applicable federal, included in scope provided to the Customer under this Agreement state or local law("Hazardous Mateda&), present at Customer's Sites shall also remain Siemens' property including the Siemens Pre- where time 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 included 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 94 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 focal laws, regulations, and ordinances. Even if change Defiverables 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 ("5oflware 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 104 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 including 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, dills 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 z 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:561AE95D-AC72-4264-B6FD-D416224A6CC5 GENERAL TERMS AND CONDITIONS (SERVICE) disadvantaged businesses, women owned small-businesses, HUB7one 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:561AE95D-AC72-4264-B6FD-D416224A6CC5 Siemens Industry, Inc. -- Carolina's North/South Carolina 2017 Time & Material Polio 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 i 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) 1 Requirements: • Charges start from the time of dispatch to the time the work is complete. j 3 • On-site service requires a four(4)hour minimum charge. Online service requires a two(2) i hour minimum charge. • Automation material rates: Standard Pricing Applies: Apogee—List x 0.6, Field Devices— List x 0.5. I • 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 Sam to 5pm Monday through Friday, Time plus one-half will be applied after hours including Saturday. Double time will be applied on Sunday and Holidays. i DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 ACQ CERTIFICATE OF LIABILITY INSURANCE DATG}(MMM�DnYYY) 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(les)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), PRODUCER CONTACT MARSH USA,iNC- _NA64E:_ NE FAX 445 SOUTH STREET _WC N*_Eft — MORRISTOWN,NJ 07964.6454 _ADoRF§a;_ INSURER(S)AFFORDINGCOVERAGE_ _NAILN 100129-SBT-•16117 228 Renlas NOC60 INSURER A:HDI CAOM Inswance COn)wy 41341 INSURED - _— -- —--- The #Rctealmi C SIEMENS INDUSTRY.INC -INSURER a; ty wVwy 2 BUILDING TECHNOLOGIES INSURER C:Travelers RWerty Casdaity Co.of America 25674 1000 DEERFIELD PARKWAY INSURER D; — e BUFFALO GROVE,IL 6D089 ------ —T— --- —-- INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-007142659-06 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. NOTVVITHSTANDING ANY RECOUiREMENT, 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 C[AIMS. ILTR OD BR POLICY EFF - POLICY Y -- _ TYPE OF INSURANCE POLICY HUMBER MM/0OIYYYY MMIDOfYYYY - LTMITS A x COMMERCIAL GENERAL LIABILITY GLOi110108 1010112016 1010112017 EACHOCCURRENCE 5 1,000,000 CLA}MSAiADE u OCCUR I P iSES fEa occuirOenca},� 5 -.100.000 MEO ExP(Rny enrr persanl 5 100.00D ; PERSONAL&AUVINJURY $_ 1,00,m GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ ---10,000,000 _ POLICY�JECTPRO- I. �L4C PRODUCTS COMPIOP AGC_ S OTHER $ C AUTOMOBILE LIABILITY TC2JCAP74400016 14};0t12fl16 10101l2017 COMBINED SINGLE LlMIT $ 2,DD0,000 ANY AUTO I buss) S .... .......... NIA. }( BODILY INJURY P�Ir AUTOSMED _M ACJEDULEO BODILY INJURY 4Perascidm) 3- NIA OS HIRED AUTOS X- AUTOS WNED �{)PE n�i3AiuAGE g — NIA -... - -- fl UMBRELLA I" HOCCUR EACH OCCURRENCE_ 3 EXCESS LIAR CLAIMS-MADE AGGREGATE DED RETENTION$ 5 —� C WdNKCRS COMPENSATION TC2JUB74401,27116(AOS) 1010IM16 1010102017 _-PER OTFr- AND EMPLOYERS'LIABILITY TATUT F,R B IN ANY PROPRIETORrPARTNER?EXEC.UTIVE YI"u' N 1 A TRK874 U4DL2 OR 10101120161 8316(Al.AU1, VA) 1D�ID112f117 P-L EACH ACCIDENT ..8 C OFFICE"EMDEREXCLUDED7 �f TW?t.1U8744DL33816(OH i0VD112{118 101OiY10f7 ..- (Mandatary In NH] I ) E L DISEASE-EA EMPLOYEE 5 I. . If yes desa,be unefer ,. _—. - DESGbRiPTION OF OPERATIONS below �.'MK LIMIT I S30DK SIR- E L-DISEASE-POLICY LIMIT 5 DESCRIPTTO1r OF OPERATIONS r LOCATIONS r VEHICLES(ACORD 101,AddRianal Ramarke SeNedule,may be P"Ached It mar®apace Is required) RE:JOB 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 NG HIGHWAY86 N ACCORDANCE WITH THE POLICY PROVISIONS. HILLSBOROUGH,PIC 27278 AUTHORIZED REPRESENTATIVE of Nlareh USA Inc.. ManashiMukherjee @ 1988-2014 ACORD CORPORATION, All rights reser►red. ACORD 25(2014)01) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:561AE95D-AC72-4264-B6FD-D416224A6CC5 AGENCY CUSTOMER ID: 100129 LOT;#: Morristown ADDITIONAL REMARKS SCHEDULE � Page 2 of 2 may. AGENCY NAMED INSURED MARSH USA,INC.. SIE MEN S INDU STRY,INC. — -_—_--- -- BUILDING TECHNOLOGIES POLICY NUMBER IODGDEERFIELD PARKWAY BUFFALO GROVE,IL 6M CARRIER - �-- --------- --�--- NA1C COUP EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORTH, FORM NUMBER: 25 FORM TITLE: Cerlificate of Liability Insurance RE:JOB NO,WA I COUNTY OF ORANGE;ASSET MANAGEMENT SERVICES IS INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL tMILITY AND AVTOMOBILE LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NOW I CONTRIBUTORY INSURANCE TO THE EXTENT THAT A CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY,INC.OR II$SUBCONTRAC1 ORS WITH RESPECT TO ALL OPERATIONS OF THE INSURED BUT ONLY WITH RESPECT TO ALL WORT(PERFORMED BY AND ON BEHALF OF THE NAMED INSURED,SIEMENS INDUSTRY,INC.FOR CERTIFICATE HOLDER UNDER CONTRACT. IF THESE PDLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NON PAYMENT OF PREMIUM,THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP 10 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT,WHICHEVER IS LESS. I 1 4 ACORD 101(2008101) Q 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I