HomeMy WebLinkAbout2019-640-E AMS - Siemens Building Technologies ES HVAC controls DocuSign Envelope ID:299C1D9F-FB2B-45B9-AA1F-9C3418D1287B
[Departmental Use Only]
TITLE ES Controls
FY 2019-20
NORTH CAROLINA
CONSTRUCTION AGREEMENT UNDER$250,000.00
ORANGE COUNTY
THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement"), made as of the 16th
day of September, 2019, by and between Siemens Building Technologies, (hereinafter called the
"Contractor"), and Orange County, a body politic and a political subdivision of the State of North
Carolina, (hereinafter called the "County," "Orange County," and/or"Owner").
WITNESSETH:
That the Contractor and the Owner, for the consideration herein named, agree as follows:
1. CONTRACT DOCUMENTS; PRIORITY
The Contract Documents consist of this Agreement, the Request for Proposals, Proposal,
Construction Drawings, and Written Specifications. The Contract Documents form the Contract. In the
event of any inconsistency between or among the Contract Documents the Contract Documents shall be
interpreted in the following order of priority:
a. This Agreement.
b. Designer Approved Bulletins and/or Field Orders.
c. Request for Proposals and addenda thereto.
d. Proposal.
2. SCOPE OF WORK
The Contractor shall furnish and deliver all of the materials, and perform all of the work
required by this Agreement within the time period stipulated in a written Notice-to-Proceed to be
executed by the Contractor and Owner and in accordance with the following enumerated documents,
which are made a part hereof as if fully contained herein:
a. Construction Drawings prepared by Boomerang Design and PDC Engineers (Sheet M000,
M001, M002, M101, M102, M501, M601, M701 dated 12/17/2018 and Revision 1
drawings M000, M001, M002, M101, M102, M602, M701 dated May 15, 2019)
b. Written specifications prepared by the project engineer.
c. Siemens Building Technologies proposal dated September 4, 2019 which fully describes
the work to be performed. Such work will hereafter be called the "Work".
d. Related documents listed under Section 1 above.
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3. TERM AND SCHEDULING
a. The Contractor agrees to commence work pursuant to the written Notice to Proceed.
b. The Contractor agrees to complete substantially all Work by January 30, 2020.
c. Time is of the essence with respect to all dates specified in the Contract Documents as
Completion Dates.
d. The Contractor shall perform the Work in the time, manner, and form required by the
Contract Documents and as stipulated in a written Notice-to-Proceed to be executed by the
Contractor and Owner.
e. It is expressly understood that the Owner will employ other contractors to perform work as
a part of the Project whose work will be performed simultaneously and sequentially with
the performance of the Work by the Contractor. It shall be necessary for the Contractor to
coordinate its activities with such other contractors, particularly with respect to access to
work areas, storage of materials and other common facilities.
f. Should the Owner determine that the Contractor is behind schedule Owner may require, at
no additional cost to the Owner, the Contractor to expedite and accelerate its efforts,
including providing additional resources and working overtime, as necessary, to perform
the Work in accordance with the approved project schedule.
4. STANDARD OF CARE
a. The Contractor shall exercise reasonable care and diligence in performing the Work in
accordance with the highest generally accepted standards of this type of Contractor
practice throughout the United States and in accordance with applicable federal, state and
local laws and regulations applicable to the performance of these services. Contractor is
solely responsible for the professional quality, accuracy and timely completion and/or
submission of all work.
b. The Contractor shall not load or permit any part of the Work to be loaded with a weight
that will endanger its safety, intended performance or configuration.
c. Contractor shall be responsible for all errors or omissions caused by its employees, agents,
contractors, or assigns in the performance of the Agreement. Contractor shall correct any
and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional
cost to the Owner.
d. Contractor is an independent contractor of Owner. Any and all employees of the
Contractor engaged by the Contractor in the performance of any work or services required
of the Contractor under this Agreement, shall be considered employees or agents of the
Contractor only and not of the Owner, 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 Contractor.
e. If activities related to the performance of this Agreement require specific licenses,
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certifications, or related credentials Contractor 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.
f. The Contractor is responsible for all physical damage to owned or rented machinery, tools,
equipment, forms, and other items owned, rented or used by the Contractor and/or
Subcontractor(s) in the performance of the Work including all of Owner's property in
Contractor's care, custody, or control, and all such property while it is in transit.
g. The Contractor is solely responsible for obtaining all permits necessary to complete the
Work in compliance with all local, state, and federal laws.
5. PAYMENT & TAXES
a. The Owner hereby agrees to pay to the Contractor for the faithful performance of this
Agreement, and the Contractor hereby agrees to perform all of the Work for a sum not-to-
exceed Thirty Nine Thousand One Hundred Twenty Five Dollars ($39,125.00). Not later
than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner's
Representative, generally the architect if an architect is retained on the Work, a Request for
Payment for work done during the previous calendar month.
i. The Request for Payment shall be in form of a standardized invoice or AIA
Document G702-703 appropriately addressed to Owner's Representative at Angel
Barnes PO Box 8181 Hillsborough NC 27278 and shall show substantially the
value of work done during the previous calendar month.
ii. The amount due for payment shall be ninety-five percent (95%) of the value of
work completed since the last Request for Payment and this amount shall be paid
by the Owner on or before the last business day of the month. Owner shall retain
five percent(5%).
1. Upon Owner's Representative's certification that ninety percent (90%) of
the Work has been satisfactorily completed retainage may be discontinued.
Retainage may be discontinued, at Owner's Discretion, so long as work
continues to be completed satisfactorily and on schedule.
iii. Final payment shall not be due to the Contractor until thirty (30) days after one
hundred percent (100%) of the Work, including punch list work, has been
satisfactorily completed and an appropriate affidavit as required in Section 7(c)
below has been received by Owner.
b. Should Owner reasonably determine that Contractor has failed to perform the Work related
to a Request for Payment, Owner, at its discretion may provide the Contractor ten (10)
days to cure the breach. Owner may withhold the accompanying payment without penalty
until such time as Contractor cures the breach.
i. Should Contractor or its representatives fail to cure the breach within ten (10) days,
or fail to reasonably agree to such modified schedule, Owner may immediately
terminate this Agreement in writing, without penalty or incurring further obligation
to Contractor.
ii. This section shall not be interpreted to limit the definition of breach to the failure to
perform the Work related to a Request for Payment.
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c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any
authority on the Work or the labor and materials used therein. It shall be the Contractor's
responsibility to furnish the Owner documentary evidence showing the materials used and
sales and use tax paid by the Contractor and each of its subcontractors.
6. INSURANCE AND BONDS
a. Minimum 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.oran eg countyLac. o�partments/purchasing_division/contracts.php). If
Owner's Risk Manager determines additional insurance coverage is required such
additional insurance shall be designated here N/A (if no additional insurance required mark
N/A as being not applicable). Contractor shall not commence construction work until such
insurance is in effect and certification thereof has been received by the Owner's Risk
Manager.
b. Performance Bonds — Contractor shall furnish bonds covering the faithful performance of
the Contract and payment of all obligations arising under any of the Contract Documents
or related in any way to the Work. Contractor shall immediately furnish a copy of such
bonds to any requesting person who appears to be a potential beneficiary of bonds
covering payment obligations arising under any of the Contract Documents. This
subsection 6(b) applies only to Contracts of fifty thousand dollars ($50,000.00) or more
where the total cost for the project is three hundred thousand dollars ($300,000.00) or
more.
7. INDEMNITY
a. The Contractor shall indemnify, without limitation, and hold harmless to the maximum
extent permitted by law the Owner and its agents and employees from and against any and
all claims, damages, losses and expenses, including attorney's fees, arising out of or
resulting from the performance or nonperformance of the Work, provided that any such
claim, damages, loss or expense (A) is attributable to bodily injury, sickness, disease or
death or injury to, or destruction of, property, including the loss of use resulting therefrom;
and (B) is caused in whole or in part by any breach of any provision of the Agreement or
by any negligent or wrongful act or omission of the Contractor, any Subcontractor, or
supplier of the Contractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable. The indemnification obligation under
this paragraph shall not be limited in any way by any limitation of the amount or type of
damages, compensation or benefits payable by or for the Contractor or any subcontractor
under workers' compensation acts, disability benefits acts or other employee benefit acts.
b. The Contractor shall indemnify and hold harmless Owner from any lien of whatever type
through the purchase of appropriate bonds and insurance as designated in Section 6 above.
In the event any such lien is filed against Owner's property Contractor shall, through such
bonds and insurance or at Contractors expense, defend Owner against all such claims of
lien.
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c. Upon completion of the Work the Contractor shall execute an affidavit stating there are no
unpaid debts for any work that has been done or materials that have been furnished to the
project prior to and as of the date of substantial completion and further stating that
Contractor shall indemnify, save and protect Owner and Owner's lender, if any, harmless
from and against any and all claims, 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 such debts and liens. Such indemnification
shall be in a form and substance acceptable to Owner.
d. By executing this Agreement Contractor agrees to abide by and be bound by the
indemnification provisions herein and of Section 7(c) specifically.
8. DISPUTE RESOLUTION AND GOVERNING LAW
a. 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. The policy is
incorporated herein by reference and may be viewed at
http://www.oran e�ync. o�partments/purchasing division/contracts.php).
b. The laws of the State of North Carolina shall apply to the interpretation and enforcement of
this Agreement. Any and all suits or actions to enforce, interpret or seek damages with
respect to any provision of, or the performance or nonperformance of, this Agreement or
the Contract shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina and it is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions.
c. Notice of any claim by Owner or Contractor must be initiated by written notice to the other
Party within thirty (30) days of the occurrence of the event giving rise to the claim or
within thirty (30) days of the discovery of the event or condition giving rise to the claim,
whichever is later.
i. Should any claim be made, regardless of whether such claim is made by Owner or
Contractor, Contractor shall continue to faithfully and diligently perform the Work
in such a manner as to meet all scheduled timelines. Any failure to faithfully and
diligently perform the Work may be deemed, by the Owner, a breach of the
Contract.
ii. If a claim is made such claim shall be made to the initial decision maker, if
applicable, who may request more supporting data, reject the claim in whole or in
part, approve the claim in whole or in part or advise the parties the claim is unable
to be resolved.
iii. If a claim is made by the Owner the Owner may, but is not obligated to, notify the
surety.
9. NON—APPROPRIATION
a. Contractor acknowledges that Owner is a governmental entity, and the validity of this
Agreement is based upon the availability of public funding under the authority of its
statutory mandate.
b. 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
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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.
c. 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. NOTICES
Any notice required by this Agreement shall be in writing and delivered by certified or registered
mail, return receipt requested to the following:
Owner: Contractor:
Orange County Siemens Building Technologies
Attn: Angel Barnes 215 Southport Dr, Suite 900
P.O. Box 8181 Morrisville,NC 27560
Hillsborough,NC 27278
11. MISCELLANEOUS
a. Duties and Obligations imposed by the Contract Documents shall be in addition to any
Duties and Obligations imposed by state, federal or local law, rules, regulations and
ordinances.
b. No act or failure to act by the Owner or Contractor shall constitute a waiver of any right or
duty granted them under the Contract Documents, nor shall any act or failure to act
constitute any approval except as specifically agreed in writing.
c. The Work shall be tested and inspected as required by the Contract Documents and as
required by law. Unless prohibited by law the costs of all such tests and inspections
related to state and federal codes such as ADA, Administrative, Electrical, Plumbing,
Mechanical and Building Codes shall be borne by the Contractor. The costs for material
and structural testing shall be conducted by an independent third party at the expense of the
Owner. Delays related to any of the aforementioned tests and inspections shall not be
grounds for delaying the completion of the work. If any such tests and inspections reveal
deficiencies in the Work such that the Work does not comply with terms or requirements
of the Contract Documents and/or the requirements of any code or law the Contractor is
solely responsible for the cost of bringing such deficiencies into compliance with the terms
of the Contract Documents and/or any code or law.
d. Should the Architect, if an architect is retained for the project involving the Work, or
Owner reject any portion of the Work for failing to comply with the Contract Documents
Contractor shall immediately, at Contractor's expense, correct the Work. Any such
rejection may be made before or after substantial completion. If applicable, any additional
expense borne by the Architect under this section shall be paid at Contractor's expense.
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e. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in
its entirety without the prior written consent of the Owner.
f. 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.
g. By executing this Agreement Contractor certifies that Contractor has not been identified,
and has not utilized the services of any agent or subcontractor identified, on the list created
by the State Treasurer pursuant to G.S. 147-86.58.
h. By executing this Agreement Contractor certifies that Contractor has not been identified,
and has not utilized the services of any agent or subcontractor identified, on the list created
by the State Treasurer pursuant to G.S. 147-86.81.
i. The County has designated(Angel Barnes)to act as the County's representative with
respect to the Work 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.
j. 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 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.oran eg countync. ov�/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.
k. 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 intent of the Parties to comply with Article I IA and
Article 40 of North Carolina General Statute Chapter 66.
12. CONSEQUENTIAL AND LIQUIDATED DAMAGES
a. Owner and Contractor mutually waive any claim against each other for consequential
damages. Consequential Damages include:
i. Damages incurred by Owner for loss of use, income, financing, or business.
ii. Damages incurred by Contractor for office expenses, including personnel, loss of
financing, profit, income, business, damage to reputation, or any other non-direct
damages.
b. Liquidated damages shall be in accord with the Contract Documents. If the Contract
Documents do not otherwise address liquidated damages, such damages shall be in the
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amount of five hundred dollars ($500.00) per day.
13. TERMINATION OR SUSPENSION
a. The Owner may, without cause, order the Contractor to terminate, suspend, delay or
interrupt the Work in whole or in part for such period of time as the Owner may determine.
i. If Owner issues a written order to delay, suspend, or interrupt the Work, and such
order is not due to or as a result of any fault on the part of the Contractor or any
subcontractor, the Contractor may recover a per diem amount of five hundred
dollars ($500.00) per day with a not-to-exceed limit of ten thousand dollars
($10,000.00).
ii. In the event of termination by the Owner under this Agreement, the Contractor
shall be entitled to receive its reasonable and documented direct costs prior to
termination, including the cost of materials purchased for the Work which
purchases cannot be canceled or which material cannot reasonably be used by the
Contractor on other work, and the cost of closing down the work in a safe and
efficient manner.
iii. If Owner elects to suspend or terminate the contract pursuant to subparagraphs
13.a.i. or 13 a.ii. the sole remedy available to the Contractor are those listed in the
subparagraphs and Contractor is not entitled to any right to further claims for any
amount owed or disputed or for payment of damages alleged to have been sustained
as a result of Owner's order to delay, suspend, or interrupt the Work.
b. The Owner may, with cause, order the Contractor to suspend, delay or interrupt the Work
in whole or in part for such period of time as the cause remains.
i. If Owner issues a written order to delay, suspend, or interrupt the Work, and such
order is due to or as a result of any fault on the part of the Contractor or any
subcontractor, the Owner may reduce payment at a per diem amount of five
hundred dollars ($500.00)per day.
c. Contractor may terminate the Contract if, at the Owner's written direction, the Work is
stopped for twenty one (21) consecutive days through no act or fault of the Contractor,
their agents or employees, or a subcontractor or their agents or employees or any other
person performing work pursuant to the Contract Documents. Contractor may terminate
the Contract if a Court or other Public authority having jurisdiction enters a lawful order
that requires all work to be stopped and such stoppage lasts for twenty one (21)
consecutive days.
14. ENTIRE AGREEMENT
All of the documents listed, referenced or described in this Agreement, the written Notice-to-
Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents,
and the work, labor, materials and completed construction required by the Contract Documents and all
parts thereof is the Work. The Contract Documents constitute the entire agreement between Owner and
Contractor. This Agreement may be amended only by written instrument signed by both parties.
Modifications may be evidenced by facsimile signatures. If any provision of the Agreement shall be
declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.
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[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and
date first above written wholly or in a number of counterparts each of which shall, without proof or
accounting for other counterparts, be deemed an original contract.
ORANGE COUNTY CONTRACTOR
�akult.A-OAKwty�bj 9/18/2019 6rt�� wg 9/13/2019
Signature Signature
County Manager
Dreg Collins Branch Manager
Printed Name and Title
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Jake Snyder SIEMENS
Sales Executive
215 Southport Dr,Suite 900
Morrisville,NC 27560 Building Technologies
Mobile: (919) 413-1666
Email:jacob.snyder@siemens.com
Project Name: Orange County-Emergency Services Controls Integration Project
Proposal Date: 9/4/2019 (proposal valid until 9/26/2019)
Summary: We propose to provide Orange County's Emergency Services building with a Siemens
controls system that will integrate to the Siemens Desigo CC Building Management
System.
PROPOSAL PRICING
Total Price: $39,125 Thirty nine thousand one hundred twenty five dollars
Siemens Industry,Inc.shall provide the services as outlined in the attached proposal dated September 4th,
2019. Price quoted in this proposal excludes sales tax. Sales tax will be included on the invoice unless
Siemens receives a completed NCDOR E589CI (North Carolina Affidavit of Capital Expenditures). We have
included an NCDOR E589CI form with this proposal for your convenience. Prices quoted in this proposal are
firm until 9/26/2019.Attached terms and conditions are incorporated and made part of this proposal.
The Terms and Conditions of Sale shown on the attached are a part hereof;
Proposal Accepted By: Proposal Submitted By:
Siemens Industry,Inc.is authorized to proceed with
the work as proposed.
Company: Company: Siemens Industries,Inc.
By: By: Jake Snyder
Title: Title: Account Executive
Date: Date: 9/4/2019
Signature: Signature:
Page 1 of 7
Initials
DocuSign Envelope ID:299C1 D9F-FB2B-45B9-AA1 F-9C3418D1287B
Jake Snyder
Sales Executive SIEMENS
215 Southport Dr,Suite 900
Morrisville,NC 27560 Building Technologies
Mobile: (919)413-1666
Email:jacob.snyder@siemens.com
General Scope Items
• Includes the following provisions for the renovation;
1. Provide One(1)year warranty for workmanship and parts
2. Payment Terms per the specifications
3. Project management
VRF System
• Furnish and install the following as noted in the below scope with the following clarification and/or
exceptions;
1. Integrate to VRF system via one(1)existing Mitsubishi AE-200A Master Controller. Ethernet
drop and connection to the AE-200A by Orange County.
2. Provide BACnet integration to allow visibility and control functionality of the VRF system to
include(43)indoor head-end units.
3. Create and install Desigo CC BMS graphics to represent the VRF system and each of the(43)
indoor units.
4. Checkout the VRF system integration for proper functionality.
Heat Pumps-(3)and Exhaust Fan
• Furnish and install the following as noted in the below scope with the following clarification and/or
exceptions;
1. Provide and install Siemens PXCC panel and enclosure for Field Level Network(FLN).
2. Provide and install Siemens controller and sensors for(3) Heat Pumps.
3. Run FLN wiring trunk from PXCC to(3)Heat Pump controllers.
4. Create and install Desigo CC BMS graphics for all(3)Heat Pumps.
5. Perform standard startup and checkout of new PXC panel and Heat Pump controllers.
6. Provide and install relay and current switch for(1)exhaust fan.
7. Create and implement programing for(1)exhaust fan.
AAON Unit
• Furnish and install the following as noted in the below scope with the following clarification and/or
exceptions;
1. Run BACnet MS/TP truck from PXCC panel to existing AAON DOAS unit.
2. Provide BACnet integration to allow visibility and control functionality of the AAON DOAS unit.
3. Create and install Desigo CC BMS graphic to represent the AAON DOAS unit.
4. Checkout the AAON DOAS system integration for proper functionality.
Page 2 of 7
Initials
DocuSign Envelope ID:299C1 D9F-FB2B-45B9-AA1 F-9C3418D1287B
Jake Snyder
Sales Executive SIEMENS
215 Southport Dr,Suite 900
Morrisville,NC 27560 Building Technologies
Mobile: (919)413-1666
Email:jacob.snyder@siemens.com
Exclusions&Clarifications(applies to all sections)
1. Pricing assumes normal hours(Monday-Friday).
2. Control of units via BACnet integration will be limited to the BACnet points available in the existing
equipment.
3. This project assumes integration and control via the Siemens Desigo CC BMS that is currently being
installed under another project. Siemens will not connect this system to the obsolete Insight BMS.
4. Excludes furnishing and installation of the following unless noted otherwise in this proposal;
a. Fire Smoke Dampers(FSD)or Smoke Control Dampers(SCDs)
b. Power to FSDs or SCDs. 120V power provided by Electrical Contractor(shown as 120V in
electrical drawings)
c. Starters or disconnects
d. Line voltage power
e. Control Dampers
5. Repairs or replacement due to existing failures.We will bring these issues to your attention when
found.
6. Proposal excludes any labor or materials beyond the scope of this project
7. Bond is Excluded
8. Excludes any civil,structural,or architectural penetrations or finishing.
9. Excludes high voltage electrical wiring
10. Excludes Fire Panel and Life Safety.
11. Excludes any on-going service tasks.
12. Excludes IP drops that may be necessary for new control panels.
13. Proposal excludes sales tax. Sales tax will be included on the invoice unless Siemens receives a completed
NCDOR E589CI(North Carolina Affidavit of Capital Expenditures). We have included an NCDOR E589CI
form with this proposal for your convenience.
Page 3 of 7
Initials
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GENERAL TERMS AND CONDITIONS
(Solutions)
Article 1: General 2.2 If any know-how, tools and related documentation owned or
1.1 These General Terms and Conditions, including any licensed by Siemens and used by Siemens to install or commission
supplemental terms (each a "Rider"), are attached to and made part Equipment and Software for operation at the Site, including but not
of the Proposal or other document as the case may be including any limited to tools for installing any Software, performing diagnostics on
change order, in which these General Terms and Conditions are Equipment as installed at the Site as well as any reports, notes,
incorporated (the "Document'), that when approved in writing by the calculations, data, drawings, estimates, specifications, manuals,
Customer and accepted by an authorized representative of Siemens documents, all computer programs, codes and computerized
shall (a) constitute the entire, complete and exclusive contract materials prepared by or for Siemens and used by Siemens to
between the parties(this"Agreement') (i)to implement the work and provide the Work ("Instruments") are provided to the Customer
services identified in the Scope of Work or Proposed Solution under this Agreement, any such Instruments shall remain Siemens
section of the Document (collectively, the "Work")to be provided by property, including the intellectual property conceived or developed
Siemens and (ii) for the physical equipment (Equipment'), software by Siemens in the Instruments.
owned or licensable by Siemens (Software'), any related 2.3 In addition, all intellectual property: (i)that has been conceived or
documentation (`Related Documentation'), deliverable Instruments developed by an employee or subcontractor of Siemens before
(as defined in Section 2.2), and Work Product Deliverables (as Siemens performs any Work under this Agreement; (ii) that is
defined in Section 2.1) identified in the Document to be provided by conceived or developed by such employee or subcontractor at any
Siemens under the Agreement in accordance with the performance time wholly independently of Siemens performing the Work under this
of the Work(collectively, the `Deliverables') and (b) supersedes and Agreement; or, (iii) if developed while performing the Work under this
cancels all prior proposals, agreements and understandings, written Agreement, where the development of intellectual property for the
or oral, relating to the subject matter of this Agreement. benefit of the Customer is not expressly identified as an item of Work
1.2 Neither party may assign this Agreement or any rights or to be provided to the Customer or where such Work comprised or
obligations hereunder without the prior written consent of the other corresponded to an update, improvement, configuration, or
except that either party may assign this Agreement to its affiliates modification of Equipment or Software made in the ordinary course
and Siemens may grant a security interest in the proceeds to be paid of business solely to allow such products to interface with any
to Siemens under this Agreement; assign proceeds of this software and/or equipment and/or to operate at a site specified by
Agreement; and/or use subcontractors in performance of the Work. Customer, (collectively, "Siemens Pre-existing Intellectual Propert)1)
1.3 The terms and conditions of this Agreement shall not be that may be included in scope provided to the Customer under this
modified or rescinded except in writing signed by duly authorized Agreement shall also remain Siemens' property including the
officers or managers of Siemens and Customer. Siemens Pre-existing Intellectual Property included in the Work
1.4 In the event of conflict between the other sections of the Product Deliverables. Siemens Pre-existing Intellectual Property is
Document and these General Terms and Conditions, these General also included in all reports, notes, calculations, data, drawings,
Terms and Conditions shall control. In the event of conflict between estimates, specifications, manuals, documents, all computer
a Rider and any section of the Document or these General Terms programs, codes and computerized materials prepared by or for
and Conditions, the Rider shall control. Any differing or additional Siemens.
terms and conditions in any purchase order or other document are 2.4 All Work Product Deliverables and any Instruments provided to
of no force and effect unless specifically accepted in writing by the the Customer are for the Customer's use and only for the purposes
parties. disclosed to Siemens. Siemens hereby grants the Customer a
1.5 Nothing contained in this Agreement shall be construed to give royalty-free (once all payments due under this Agreement are paid
any rights or benefits to anyone other than the Customer and to Siemens), non-transferable, perpetual, nonexclusive license to
Siemens without the express written consent of both parties. All use any Siemens Pre-existing Intellectual Property solely as
provisions of this Agreement allocating responsibility or liability incorporated into the Work and Deliverables (including Work
between the parties shall survive the completion of the Work and Product Deliverables and any Instruments provided to the Customer
termination of this Agreement. under this Agreement). Under such license, and following
1.6 Certain terms and conditions contained herein may not apply to agreement to be bound to confidentiality provisions under this
the Work to be provided hereunder. It is the intent of the parties, Agreement and/or in accordance with any separate confidentially
however, that the interpretation to be given to the terms and agreement that may exist between the parties, Customer shall have
conditions is to apply all terms and conditions unless clearly a right to: (a) Use, in object code form only, the Software that is
inapplicable given the type of Work included. owned or licensed by Siemens or its affiliates and that is either
1.7 This Agreement shall be governed by and enforced in separately deliverable for use in the Equipment or for use in a
accordance with the laws of the State of Illinois. Any litigation computer system owned by the Customer or delivered as firmware
arising under this Agreement shall be brought in the State or embedded in the Equipment (`Software Deliverables'); (b) Make
Commonwealth in which the Work is provided to Customer. TO THE and retain archival and emergency copies of such Software
EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY Deliverables (subject to any confidentiality provisions) except if the
RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS Software Deliverable is embedded in the Equipment; and, (c) Use
AGREEMENT. Prior to either party initiating any action against the all such Equipment, Work Product Deliverables, and such
other party, the issues shall first be referred to each party's senior Instruments, provided however, the Equipment, Work Product
management. Senior management of each party shall take Deliverables, and Instruments shall not be used or relied upon by
reasonable steps to resolve the matter at issue. Any permitted any third-part , and such use shall be limited to the particular project
action may be taken if the raised issue is not resolved within and location for which the Work is provided.
fourteen (14)days of its initial referral to senior management. 2.5 The Customer shall not transfer the Equipment, Software, Work
1.8 If, during or within ninety (90) days after the term of this Product Deliverables, or Instruments to others or use them or permit
Agreement, Customer engages any Siemens employee who has them to be used for any extension of the Work or any other project or
performed work under this or any other agreement between purpose,without Siemens' prior express written consent.
Customer and Siemens, Customer shall pay Siemens an amount 2.6 Any reuse of Equipment, Software, Work Product Deliverable,
equal to the employee's latest annual salary. or such Instruments for other projects or locations without the
Article 2: License and Intellectual Property written consent of Siemens, or use by any third party will be at the
2.1 Any tangible form of a report or drawing specifically developed users risk and without liability to Siemens; and, the Customer shall
for, commissioned by and deliverable to the Customer in connection indemnify, defend and hold Siemens harmless from any claims,
with Work performed by Siemens under this Agreement ("Work losses or damages arising therefrom.
Product Deliverables") shall become the Customer's property upon 2.7 In consideration of such license, the Customer agrees not to
receipt by the Customer and payment of any fees due Siemens reverse engineer any Equipment or Software to reconstruct or
under this Agreement. Siemens may retain file copies of such Work discover any source code, object code,firmware, underlying ideas,
Product Deliverables. or algorithms of such Equipment or Software even to the extent
such restriction is allowable by law.
Siemens Industry,Inc., Building Technologies Division Solutions(v.5/15)
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GENERAL TERMS AND CONDITIONS
(Solutions)
2.8 Customer acknowledges that Siemens, in the normal conduct Customer regarding the Work and provide Siemens with information
of its business, may use concepts, skills and know-how developed sufficient to contact such person in an emergency. If such
while performing other contracts. Customer acknowledges the representative cannot be reached, any request for Work received
benefit which may accrue to it though this practice, and from a person located at Customer's site will be deemed authorized
accordingly agrees that anything in this Agreement by Customer, and Siemens will, in its reasonable discretion, act
notwithstanding, Siemens may continue, without payment of a accordingly;
royalty, this practice of using concepts, skills and know-how (b) Provide or arrange for reasonable access and make all
developed while performing this Agreement. provisions for Siemens to enter any site where Work is to be
2.9 Customer acknowledges that all Facilities Data (as defined in performed;
paragraph 3.7) is owned by Siemens and may be used by (c) Permit Siemens to control and/or operate all facility controls,
Siemens in a commingled or other reasonable manner, provided systems, apparatus, equipment and machinery necessary to
that such use does not identify Customer or the location(s) of the perform the Work;
facility or facilities to which Facilities Data pertains. (d) Furnish Siemens with all available information pertinent to the
Article 3:Work by Siemens Work including but not limited to, and within ten (10) days of receipt
3.1 Siemens will perform the Work expressly described in this of a written request, all required reviews and approvals (or other
Agreement and in any work release documents or change orders appropriate action) with respect to a reasonable request for
that are issued under this Agreement and signed by the parties. The information, samples, estimates, schedules, shop drawings,
Work performed by Siemens shall be conducted in a manner drawings, specifications, purchase orders, contracts, and other items
consistent with the degree of care and skill ordinarily exercised by submitted and/or proposed by Siemens;
reputable firms performing the same or similar work in the same (e) Obtain and furnish Siemens with all approvals, permits and
locale acting under similar circumstances and conditions. consents from government authorities and others as may be required
3.2 Siemens shall perform the Work during its normal working for performance of the Work except for those Siemens has expressly
hours, Monday through Friday, excluding holidays, unless otherwise a reed in writing to obtain;
agreed herein. (f} Notify Siemens promptly of any site conditions requiring special
3.3 Siemens is not required to conduct safety or other tests, install care, and provide Siemens with any available documents describing
new devices or equipment or make modifications to any Equipment the quantity, nature, location and extent of such conditions;
beyond the scope set forth in this Agreement. Any Customer (g) Comply with all laws and provide any notices required to be
request to change the scope or the nature of the Work must be in given to any government authorities in connection with the Work,
the form of a mutually agreed change order, effective only when except such notices Siemens has expressly agreed in writing to give;
executed by all parties hereto. (h) Provide Siemens with Material Safety Data Sheets (MSDS)
3.4 Siemens shall be responsible for any portion of the Work conforming to OSHA requirements related to all Hazardous Materials
performed by any subcontractor of Siemens. Siemens shall not have at the site which may impact the Work;
any responsibility, duty or authority to direct, supervise or oversee (i) Furnish to Siemens any contingency plans related to the site;
any contractors of Customer or their work or to provide the means, and
methods or sequence of their work or to stop their work. Siemens' Q) Furnish the specified operating environment, including without
work and/or presence at a site shall not relieve others of their limitation, suitable, clean, stable, properly conditioned electrical
responsibility to Customer or to others. Siemens shall not be liable power to all Equipment; telephone lines, capacity and connectivity
for the failure of Customer's contractors or others to fulfill their as required by such Equipment; and heat, light, air conditioning and
responsibilities, and Customer agrees to indemnify, hold harmless other utilities in accordance with the specifications for the
and defend Siemens against any claims arising out of such failures. Equipment.
3.5 Siemens may rely on the accuracy and completeness of the 4.2 Unless contrary to applicable law or regulation, Customer
information furnished by the Customer. Siemens does not represent acknowledges that the technical and pricing information contained in
that Siemens has made a detailed examination, audit or arithmetic this Agreement is confidential and proprietary to Siemens and agrees
verification of the documentation submitted by Customer or of other not to disclose it or otherwise make it available to others.
supporting data. Siemens does not represent that it has made 4.3 Customer acknowledges that it is now and shall be at all times in
exhaustive or continuous on-site inspections. control of the Work site. Siemens shall not have any responsibility,
3.6 To the extent that Work on a Fire and Life Safety("FLS")system duty or authority to direct, supervise or oversee any employees or
is included,the entire FLS system will be tested and inspected as set contractors of Customer or their work or to provide the means,
forth in the National Fire Protection Association ("NFPA") guidelines methods or sequence of their work or to stop their work. Siemens'
72 2013 edition (or most current edition), Chapter 14, (hereby Work and/or presence at a site shall not relieve others of their
incorporated by reference), or as otherwise may be required responsibility to Customer or to others. Except as expressly provided
pursuant to the law of the applicable jurisdiction. All testing of any herein, Siemens is not responsible for the adequacy of the health,
FLS system will be performed at the time and place and in the safety or security programs or precautions related to Customer's or
manner deemed appropriate by Siemens, in accordance with its other contractors' activities or operations; the work of any other
applicable law and the requirements of NFPA and other relevant person or entity; or Customer's site conditions. Siemens is not
standards. Customer will be solely responsible for, and hereby responsible for inspecting, observing, reporting or correcting health
indemnifies and holds Siemens harmless from and against, any or safety conditions or deficiencies of Customer or others at
liability arising from the Customer's specification of any testing Customer's site. So as not to discourage Siemens from voluntarily
schedule other than in accordance with NFPA guidelines or other addressing such issues, in the event Siemens does make
applicable standards. observations, reports, suggestions or otherwise regarding such
3.7 In the event that a data backup or data collection product or issues, Siemens shall not be liable or responsible for same.
service is part of the Work and Siemens is to store the data, Siemens 4.4 Customer is solely responsible for any removal, replacement or
will take reasonable steps to protect the security of all Facilities Data refinishing of the building structure or finishes that may be required
stored offsite. Siemens does not represent or warrant that Facilities to gain access to the Work.
Data will not be disseminated, compromised or corrupted by reason 4.5 Customer represents and warrants that it will not use
of unauthorized actions of third parties. For the purposes of these workstations or field panels that constitute parts of its automation
General Terms and Conditions, "Facilities Data" means electronic control for electronic storage of any Personally Identifiable
data that is collected or generated by Siemens through scheduled Information. For the purposes of these Terms and Conditions,
back-ups of the databases and/or graphics residing in the "Personally Identifiable Information"means any personal information
workstation(s)and/or field panel(s)that constitute part of Customer's that relates to, describes, or is capable of being associated with, a
automation control system. particular individual. By way of example and not of limitation,
Article 4:Responsibilities of Customer Personally Identifiable Information includes an individual's first name
4.1 Customer,without cost to Siemens, shall: or first initial and last name, plus one or more of the following: social
(a) Designate a contact person with authority to make decisions for security number, health insurance identification number, medical
Siemens Industry,Inc., Building Technologies Division Solutions(v.5/15)
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GENERAL TERMS AND CONDITIONS
(Solutions)
information, insurance policy number, passport number, taxpayer restrictions, delays in transportation, or shortage of vehicles, fuel,
identification number, account number, credit card number or any labor or materials. In the event of any such circumstances, Siemens
other financial information. shall be excused from performance of the Work and the time for
4.6 SIEMENS HEREBY DISCLAIMS ANY AND ALL LIABILITY performance shall be extended by a period equal to the time lost plus
FOR DAMAGES, INJURY OR LOSS ARISING OUT OF a reasonable recovery period and the compensation equitably
DISCLOSURE OR DISSEMINATION OF PERSONALLY adjusted to compensate for additional costs Siemens incurs due to
IDENTIFIABLE INFORMATION THAT WAS STORED IN such circumstances
VIOLATION OF PARAGRAPH 4.5 OF THIS ARTICLE, Article 7.Warranty;Disclaimers;Insurance;Allocation of Risk
4.7 To the extent permitted by law, Customer shall indemnify, 7.1 (a) Until one year from either the date the Equipment is
defend and hold Siemens harmless from any claims, losses or installed or the date of first beneficial use, whichever first occurs, all
damages arising out of disclosure or dissemination of Personally Equipment manufactured by Siemens or bearing its nameplate will
Identifiable Information that was stored in violation of paragraph 4.5 be free from defects in material and workmanship arising from
of this Article. normal use and service.
Article 5:Compensation b) Labor for all Work under this Agreement is warranted to be free
5.1 Siemens shall be compensated for the Work at its prevailing rom defects for one year after the earlier of the date the Work is
rates and reimbursed for costs and expenses (plus reasonable profit substantially completed or the date of first beneficial use.
and overhead) incurred in its performance of the Work. All other (c) To the extent that Software is a Deliverable as part of the Work
work, including but not limited to the following, shall be separately for use in the Equipment or in a computer owned by the Customer,
billed or surcharged on a time and materials basis: (a) emergency Customer agrees to take delivery of any such Software subject to (i)
work performed at Customer's request, if inspection does not reveal any applicable Siemens or third party end-user license agreement
any deficiency covered by the Agreement; (b)work performed other ("EULA") accompanying such Software, or (ii), if no EULA
than during Siemens' normal working hours; and, (c) work accompanies such Software, the EULA posted at
performed on equipment not covered by the Agreement. www.usa.siemens.com/btcpseula (Siemens' EULA web site) for
5.2 Siemens may invoice Customer on a monthly or other progress such Software used in or with the Equipment identified by product
billing basis. Invoices are due and payable upon receipt or as model or part number on the Siemens EULA web site. Such
otherwise set forth in the Agreement. If any payment is not received Software shall be warranted in accordance with its applicable EULA
when due, Siemens may deem Customer to be in breach hereof unless an exception is explicitly identified in the Document under
and may enforce any remedies available to it hereunder or at law, this Agreement. For all other Equipment, Siemens hereby assigns
including without limitation, acceleration of payments and to Customer, without recourse, any and all assignable warranties
suspension or termination of the Work at any time and without notice available from any manufacturer or supplier of such Equipment and
and shall be entitled to compensation for the Work previously such Software and will assist Customer in enforcement of such
performed and for costs reasonably incurred in connection with the assigned warranties.
suspension or termination. In the event any payment due hereunder 7.2 (a) The limited warranties set forth in Section 7.1 will be void as
is not made when due, the Customer agrees to pay, on demand, as to, and shall not apply to, any Work, Equipment or Software (i)
a late charge, one and one-half percent(1.5%)of the amount of the repaired, altered or improperly installed by any person other than
payment per month, limited by the maximum rate permitted by law, Siemens or its authorized representative; (ii) Equipment subjected
of each overdue amount (including accelerated balances) under the to unreasonable or improper use or storage, used beyond rated
Agreement, Customer shall reimburse Siemens for Siemens' costs conditions, operated other than per Siemens' or the manufacturer's
and expenses (including reasonable attorneys' and witnesses' fees) instructions, or otherwise subjected to improper maintenance,
incurred for collection under this Agreement. In the event of a negligence or accident; (iii) damaged because of any use of the
dispute by Customer regarding any portion or all of an invoiced Work after Customer has, or should have, knowledge of any defect
amount, it shall notify Siemens in writing of the amount in dispute in the Work; or (iv) Equipment not manufactured, fabricated and
and the reason for its disagreement within 21 days of receipt of the assembled by Siemens or not bearing Siemens' nameplate.
invoice, the undisputed portion shall be paid when due, and interest However, Siemens assigns to Customer, without recourse, any and
on the disputed, unpaid portion shall accrue as aforesaid, from the all assignable warranties available from any manufacturer, supplier,
date due until the date of payment, to the extent that such amounts or subcontractor of such Equipment and will assist Customer in
are finally determined to be payable to Siemens. enforcement of such assigned warranties.
5.3 Except to the extent expressly agreed in writing, Siemens' fees (b) Any claim under the limited warranty granted above must be
do not include any taxes, excises, fees, duties or other government made in writing to Siemens within thirty (30) days after discovery of
charges related to the Work, and Customer shall pay such amounts the claimed defect unless discovered directly by Siemens. Such
or reimburse Siemens for any amounts it pays. If Customer claims a limited warranty only extends to Customer and not to any
tax exemption or direct payment permit, it shall provide Siemens with subsequent owner of the Equipment. Customer's sole and
a valid exemption certificate or permit and indemnify, defend and exclusive remedy for any Work not conforming with this limited
hold Siemens harmless from any taxes, costs and penalties arising warranty is limited to, at Siemens' option, (i)repair or replacement of
out of same. defective components of covered Equipment, or (ii) reperformance
Article 6:Changes;Delays;Excused Performance of the defective portion of the Work
6.1 As the Work is performed, conditions may change or (c) Siemens shall not be required to repair or replace more than
circumstances outside Siemens' reasonable control (such as the component(s) of the Equipment actually found to be defective.
changes of law) may develop which require Siemens to expend Siemens' warranty liability shall not exceed the purchase price of
additional costs, effort or time to complete the Work, in which case such component(s) Repaired or replaced Equipment will be
Siemens shall notify Customer and an equitable adjustment made to warranted hereunder only for the remaining portion of the original
the compensation and time for performance. In the event conditions warranty period.
or circumstances require the Work to be suspended or terminated, 7.3 THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE
Siemens shall be compensated for the Work performed and for costs ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
reasonable incurred in connection with the suspension or STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT
termination. LIMITATION ANY WARRANTY OF MERCHANTABILITY OR
6.2 Siemens shall not be responsible for loss, delay, injury, damage FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY
or failure of performance that may be caused by circumstances OR WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES
beyond its control, including but not limited to acts or omissions by AGAINST THIRD PARTY INTELLECTUAL PROPERTY ("IP")
Customer or its employees, agents or contractors,Acts of God,war, INFRINGEMENTS INCLUDING PATENT, COPYRIGHT AND
terrorism, civil commotion, acts or omissions of government OTHER REGISTER D OR UNREGISTERED THIRD PARTY IP
authorities, fire, theft, corrosion, flood, water damage, lightning, RIGHTS) OR DEFECTS, WHETHER HIDDEN OR APPARENT,
freeze-ups, computer viruses, program or system hackers, strikes, AND EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO
lockouts, differences with workmen, riots, explosions, quarantine COMPLIANCE OF THE EQUIPMENT AND DELIVERABLES WITH
Siemens Industry,Inc., Building Technologies Division Solutions(v.5/15)
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GENERAL TERMS AND CONDITIONS
(Solutions)
THE REQUIREMENTS OF ANY LAW, REGULATION, immediately if it discovers or suspects the presence of any
SPECIFICATION OR CONTRACT RELATIVE THERETO, WHICH Hazardous Material. All Work has been priced and agreed to by
ARE HEREBY EXPRESSLY DISCLAIMED. SIEMENS MAKES NO Siemens in reliance on Customer's representations as set forth in
WARRANTY, EXPRESS OR IMPLIED, THAT ANY EQUIPMENT this Section 8.1. The presence of Hazardous Materials constitutes a
PROVIDED HEREUNDER WILL PREVENT ANY LOSS, OR WILL change in the Proposed Solution equivalent to a change order
IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS whose terms must be agreed to by Siemens before its obligations
INSTALLED OR INTENDED. The limited express warranties and hereunder will continue.
representation set forth in this Agreement may only be modified or 8.2 Customer shall be solely responsible for testing, abating,
supplemented in a writing signed by a duly authorized signatory of encapsulating, removing, remedying or neutralizing such Hazardous
Siemens. Materials, and for the costs thereof. Even if an appropriate change
7.4 Siemens shall maintain the following insurance while performing order has been entered into pursuant to Section 8.1 above,
the Work: Siemens will continue to have the right to stop the Work until the job
Workers'Compensation Statutory site is free from Hazardous Materials. In such event, Siemens will
Employers' Liability $1,000,000 each accident receive an equitable extension of time to complete its Work, and
Commercial General $1,000,000 per occurrence and compensation for delays caused by Hazardous Materials
Liability $5,000,000 in the aggregate remediation. In no event shall Siemens be required or construed to
Automobile Liability $1,000,000 per occurrence/aggregate take title, ownership or responsibility for such Oil or Hazardous
7.5 Risk of loss of materials and Equipment furnished by Siemens Materials. Customer shall sign any required waste manifests in
shall pass to Customer upon delivery to Customer's premises, and conformance with all government regulations, listing Customer as the
Customer shall be responsible for protecting and insuring them generator of the waste.
against theft and damage. 8.3 Customer warrants that, prior to the execution of the Agreement,
7.6 WITH RESPECT TO ANY LIABILITY WARRANTY OR it has notified Siemens in writing of any and all Hazardous Materials
OTHERWISE) THAT SIEMENS MAY HAVE UNDER THIS present, potentially present or likely to become present at
AGREEMENT, IN NO EVENT SHALL SIEMENS BE LIABLE Customer's locations and has provided a copy of any jobsite safety
(INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN policies, including but not limited to lock-out and tag procedures,
TORTS) FOR ANY LOSS OF USE, REVENUE, ANTICIPATED laboratory procedures, chemical hygiene plan, material safety data
PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR sheets or other items covered or required to be disclosed or
CONSEQUENTIAL DAMAGES INCLUDING WITHOUT maintained by federal, state, or local laws, regulations or
LIMITATION LOST PROFITS AN /OR LOST BUSINESS ordinances.
OPPORTUNITIES)ARISING OUT OF OR IN CONNECTION WITH 8.4 For separate consideration of $10 and other good and valuable
THIS AGREEMENT OR THE WORK WHETHER ARISING IN consideration, the receipt and adequacy of which are hereby
WARRANTY, TORT, CONTRACT , STRICT LIABILITY, OR ANY acknowledge, Customer shall indemnify, defend and hold Siemens
OTHER THEORY OF LIABILITY, WHETHER, FOR WARRANTY, harmless from and against any damages, losses, costs, liabilities or
LATE OR NON-DELIVERY OF ANY WORK, AND WHETHER expenses (includingattorneys' fees arising out of any Oil or
SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH Hazardous Materials or from Customer's breach of, or failure to
DAMAGES. Siemens reserves the right to control the defense and perform its obligations under,Sections 8.1, 8.2 or 8.3.
settlement of any claim for which Siemens has an obligation to Article 9:Import/Export Indemnity
indemnify hereunder. 9.1 Customer acknowledges that Siemens is required to comply
7.7 It is understood and agreed by and between the parties that with applicable export laws and regulations relating to the sale,
Siemens is not an insurer and this Agreement is not intended to be exportation, transfer, assignment, disposal and usage of the Work
an insurance policy or a substitute for an insurance policy. Pricing or Equipment or services provided under the Contract, including
for the Work is based solely upon the value of the Work provided any export license requirements. Customer agrees that such
hereunder, and are unrelated to the value of Customer's property Work or Equipment or Software shall not at any time directly or
or the property of others on Customer's premises. Accordingly, indirectly be used, exported, sold, transferred, assigned or
Siemens' aggregate liability for any and all claims, losses or otherwise disposed of in a manner which will result in non-
expenses (including attorneys fees) arising out of this Agreement, compliance with such applicable export laws and regulations. It
or out of any Work or goods furnished under this Agreement, shall be a condition of the continuing performance by Siemens of
whether based in contract, negligence, strict liability, agency, its obligations hereunder that compliance with such export laws
warranty, trespass, indemnity or any other theory of liability, shall and regulations be maintained at all times. CUSTOMER AGREES
be limited to the lesser of $1,000,000 or the total compensation TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY
received by Siemens from Customer under this Agreement; AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND
EXCEPT FOR SUCH CLAIMS, LOSSES OR EXPENSES FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE
ARISING FROM, OR CAUSED BY, THE FAILURE OF A EXPORT LAWS AND REGULATIONS.
SIEMENS INSTALLED FLS SYSTEM TO OPERATE PROPERLY. Article 10: Small Business Concern
IN SUCH EVENT, CUSTOMER'S SOLE REMEDY FOR A SIEMENS shall adhere to FAR 52.219-8 regarding the "Utilization
DEFECTIVE NON-CONFORMING FLS SYSTEM PROVIDED of Small Business Concerns", as part of its Commercial Small
HEREUNDER SHALL BE IN ACCORDANCE WITH THE Business Subcontracting Agreement with the federal government.
WARRANTY TERMS CONTAINED HEREIN. SIEMENS' policy is to offer small business concerns, including
7.8 The parties acknowledge that the price which Siemens has small disadvantaged businesses, women owned small-
agreed to perform its Work and obligations under this Agreement is businesses, HUBZone small businesses, veteran owned small
calculated based upon the foregoing limitations of liability, and that businesses and service disabled veteran owned small businesses,
Siemens has expressly relied on, and would not have entered into the "maximum practical opportunity" to participate in performing
this Agreement but for such limitations of liability. contracts let by any commercial entity, local government or federal
Article 8:Hazardous Materials Provisions agency, including subcontracts for subsystems, assemblies,
8.1 The Work does not include directly or indirectly performing or components, and related services for major systems.
arranging for the detection, monitoring, handling, storage, removal,
transportation, disposal or treatment of Oil or Hazardous Materials.
Except as disclosed pursuant to Section 8.3, Customer represents
that there is no asbestos or any other hazardous or toxic materials,
as defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the
regulations promulgated thereunder, and other applicable federal,
state or local law ("Hazardous Materials"), present at Customer's
locations where Work is performed. Siemens will notify Customer
Siemens Industry,Inc., Building Technologies Division Solutions(v.5/15)
DocuSign Envelope ID:299C1D9F-FB2B-45B9-AA1F-9C3418D1287B
Ac7
® HATE(MMIDDIYYYY)vRD CERTIFICATE OF LIABILITY INSURANCE fl911912018
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 have ADDITIONAL INSURED provisions or 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. NAME:
FA
445 SOUTH STREET PRONE fAJC NO):
MORRISTOWN,NJ 07960-6454 EMAIL
ADDRESS:
INSURES AFFORDING COVERAGE NAIC 4
100129-SBT--18119 228 Rentas NOC60 I INSURER A:HDI Globai Insurance Company 41343
INSURED INSURER R:Travelers Pr Casualty Co.of America 25674
SIEMENS INDUSTRY,INC.
BUILDING TECHNOLOGIES INSURERS:The Travelers Indemnity Co an 25658
1000 DEERFIELD PARKWAY INSURER D
BUFFALO GROVE,IL 60089
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: NYC-009196547-11 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.
TYPE OF INSURANCE ADDL SUPOLICY EFF POLICY EXP
LTR D POLICY NUMBER MMIDDIYYYY1 (MMIDDIYYYYI LIMITS
A X COMMERCIAL GENERAL LIABILITY GLD11101.10 1010112018 1010112019 EACH OCCURRENCE S 1,000,000
DA GE TO REINTER
CLAIMS-MAOE I X J OCCUR PREMISES Ea9c% enoe $ 1,000,000
-- - MED E]P[AM— ersan $ 100,000
PERSONAL s ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000
X POLICY❑IE° LOC PRODUCTS-COMPIOPAGG $ INCL
OTHER: $
B AUTOMOBILE LIABILITY TC2J-CAP-7440L34A-18 10/0112018 10/01/2019 CEe accOMBINED SINGLE LIMITidenl $ 2,000,000
_
X ANY AUTO BODILY INJURY(Per person) $ NIA
X OWNED SCHEDULED BODILY INJURY(Per accident) $ ITA
AUTOS ONLY AUTOS _
X HIRED x NON-OWNED PROPERTY DAMAGE $ --NIA
AUTOS ONLY AUTOS ONLY sccidenl
UMBRELLA LIAR OCCUR I EACH OCCURRENCE $
EXCESS LIAR CLAIMS-MADE AGGREGATE $
DEp I I RETENTION S $
B WORRERSCOMPENSATION TC2J-UB-8049X508.18(ADS) 1010112018 I0112019 X STA U E ERH _
C AND EMPLOYERS'LIABILITY YIN TRK-UB-8049X51A-18{ }AZ,MA,OR,WI 10/0112018 10MI2019 -- -
ANYPROPRIETORIPARTNERIEXECUTIVE E-L-EACH ACCIDENT $ 1,000,000
B OFFICE ERE](CLUDED7 NIA TWXJ-UB-744OL338.18 OH&WA 118 10101/2019
(Mandalury wy in in NH) � � 0101I20 E.L-DISEASE-EA EMPLOYEE $ 1,000,000
II yes,describe under "'°"'$540K LIMIT I$500K SIR—,, 1,000,000
DESCRIPTION OF OPERATIONS below E-L-DISEASE-POLICY LIMIT $
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101,AddillataI Remarks Schedule,in ay be attached I more space Is requl red I
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
M NO HIGHWAY 86 N ACCORDANCE WITH THE POLICY PROVISIONS.
HILLSBOROUGH,NO 27278
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
Manashi Mukherjee --NNko,%A-o at
C 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25(21316103) The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID:299C1D9F-FB2B-45B9-AA1F-9C3418D1287B
HDI
Certificate of Insurance
This certificate is issued as a matter of information only and confers no rights upon the certif-
icate holder. It does not amend, extend or alter the coverage afforded by the policy listed
below.
Policy Holder: Siemens AG
Named Insured: Siemens Company
Siemens Building Technologies
USA
Additional Insured: Orange County North Carolina
200 S. Cameron Street, P.O. Box 81841
Hillsborough, NC 27278
shall be named as additional insured to the extent
that bodily injury and/or property damage is caused
by the negligence of the Named Insured. There is
no coverage for any negligence of the additional In-
sured.
Insurer: HDI Global SE
Postfach 51 03 69
D - 30633 Hannover
Federal Republic of Germany
This is to certify that the insurance policy listed below has been issued to the company or
organization named herein as insured and is in force at this time. Regardless of any require-
ment, contractual agreement or other documentation for which this certificate is being re-
quested or may pertain, the insurance coverage afforded by the captioned policy will be lim-
ited to and still subject to its original terms, conditions and exclusions.
Type of Insurance: General Liability—comprehensive form — including
- Premises Operations
- Products/Completed Operations
- IT Errors and Omissions Liability Insurance
Policy Number: 80 900000 01066
Expiration Date: 1. Oct. 2019
Limits of Liability: IT Errors and Omissions Liability Insurance
pure financial losses within the IT Errors and Omissions Liability
Insurance
USD 2.000.000 each occurrence
USD 2.000.000 annual aggregate
HDI Global SE Handelsregister:Sitz Hannover Vorsitzender des Aufsichtsrats:Torsten Leue o
v✓vvvv.hdi.global HR Hannover B 60320 Vorstand:Dr-Edgar Puls(Vorsitzender) o
0
USt-ID-Ni.DE 219828762 Frank Harting,David Hullin,Clemens lungsthofel, o
Dr Thomas Kuhnt,Dr Stefan Sigulla,Jens Wohlthat o
DocuSign Envelope ID:299C1D9F-FB2B-45B9-AA1F-9C3418D1287B
2
Deductible: EUR 20.000 per occurrence
Trigger: IT Errors and Omissions Liability: Infringement
Scope of Coverage
IT e&o Liability: IT Errors and Omission Liability Insurance insuring the Insured's
Legal liability for pure financial losses of third parties caused by the
Insured's activities in connection with
Software production (including maintenance and updating of soft-
ware)
EDP/IT services (independently of self-generated soft-
ware/hardware)
Services via the Internet (e.g. Internet service provider, access,
content, application providers)
Exchange, transmission and provision of electronic data
Under the precondition that a third party's claim is due to EDP/IT
products and services delivered or carried out by the Siemens
Group we also provide coverage for:
Damage resulting from data deletion/ impairment of data/data or-
der
Violation of data privacy or data security protection laws/ breach of
personal rights
(Federal Data Protection Act and similar regulations and laws gov-
erning data protection and protecting personal rights under nation-
al and foreign jurisdictions)
Damage resulting from viruses and other malicious software.
Policy Territory: worldwide with respect to the legal liability in the respective foreign
country
HDI Global SE Munich, 02. Jul. 2019
Vertragsservice Haftpflicht
Mar a 6roda Sonja Eisele