Loading...
HomeMy WebLinkAbout2023-381-E-AMS- Siemens Industry- Annual Service Agreement 2023-2024Revised 04/23 1 [Departmental Use Only] TITLE Annual Service FY 2023-2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 31st day of July, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Siemens Industry, Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Annual Siemens Service Agreement. See Attached ii) Proposal dated 02/02/2023. iii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iv) Time is of the essence with respect to this Agreement. v) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Revised 04/23 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Revised 04/23 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Orange County- Siemens Building Energy b. Mangement System-Technical Support Program 2023/2024 4. Duration of Services a. Term. The term of this Agreement shall be from 07/01/2023 to 06/30/2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 07/01/2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Seventy Three Thousand Six hundred Fifty Dollars ($73650.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Paul Sorrell) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Revised 04/23 4 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Revised 04/23 5 obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider 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. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Revised 04/23 6 http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Revised 04/23 7 executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Bonnie Hammersley Siemens Industry, Inc P.O. Box 8181 215 Southport Dr Hillsborough, NC 27278 Morrisville, NC 27560 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Revised 04/23 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley By: __________________________________ Jerry Brown Printed Name and Title DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 8/2/20238/7/2023 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Siemens Industry, Inc Vendor Contact Person: Joseph Latore Phone: 984-292-7638 Address: 215 Southport Drive City Morresville State: NC Zip: 27560 Department: AMS Amount: $73650.00 Purpose: Annual Service Agreement 2023/2024 Budget Code(s): 10240320-630000 Vendor # 53325 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 07/01/2023 End Date 06/30/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 8/1/2023 8/4/2023 8/7/2023 8/7/2023 Revised 04/23 10 DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 PROPOSAL Orange County Service Agreement 2023-2024 PREPARED BY Siemens Industry, Inc. ("Siemens") PREPARED FOR ORANGE COUNTY ASSET MANAGEMENT SERVICES DELIVERED ON February 02, 2023 DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 1 This service agreement has been specifically developed to support your unique facilities. Table of Contents 1 Overview 2 1.1 Executive Summary 2 1.2 Siemens Capabilities & Commitment to Our Customers 3 1.3 Quality Assurance 3 2 Service Solution 4 2.1 Service Team 4 2.2 Building Automation System Services 5 2.3 General Services 11 3 Maintained Equipment Tables 13 3.1 List of Maintained Automation Equipment 13 4 Siemens Industry, Inc.18 4.1 Signature Page and Investment 18 4.2 Terms And Conditions 19 Appendix A.Discounted Labor & Material Pricing 20 DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 2 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 o Asset Management Services - Siemens Database Server o Richard L. Whitted Human Services Center o Office Building o Library o Animal Services Center o Justice Facility o Court Street Annex o District Attorney Office o Detention Center o Seymour Senior Center o Emergency Services Building o New Detention Center o Park Ops Building o EAC Building o Desigo Software Updates and 2 Additional Client Licenses o Online / Remote System Support & Diagnostics o Onsite Operator Training Program – Quarterly 4 Hour Sessions o Onsite Energy Management / Building Automation Specialist Flex Building Mechanical System Services o Preventative Maintenance of Airborne Infection Isolation (AII) Room Mechanical Systems o Richard L. Whitted Human Services Center o Southern Human Service Center General Services o Priority Based Emergency Phone & Online Response 24 / 7 / 365 o Priority Based Emergency Onsite Response 24 / 7 / 365 o Dedicated Service Program Manager & Service Technician Team o Service Program Log Book & Written Reports of All Services Performed o Service Program Labor Discount - Up to 20% off Standard Rates o Service Program Material Discount - Additional 20% off Siemens List DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 3 1.2 Siemens Capabilities & Commitment to Our Customers Siemens Industry, Inc. Building Technologies Division is the leading single-source provider of cost-effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. Siemens is pleased to offer this proposal for technical support services to your facility. For more than 150 years, Siemens has built a culture of long-term commitment to customers through innovation and technology. We are confident that we have the capabilities to meet your critical facility needs today and in the future, and we look forward to the opportunity to serve you. 1.3 Quality Assurance At Siemens Industry, Inc., we are dedicated to customer satisfaction. To achieve this, we have a quality assurance process, which enables you to assess your service program. Through implementation of our Quality Assurance Best Practices, we ensure that our delivered services are of the highest quality. Our Quality Assurance Manager will meet with you regularly, at your convenience, to discuss our performance and your satisfaction with the quality of service that is being provided under your program. _____________________________________________________ DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 4 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: Clay Graham, Customer Service Manager,is responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services. Christian Anderson, Primary Building Automation Specialist is responsible for performing the ongoing service of your building automation system. Brian Bentley is your Secondary Building Automation Specialist.Brian will be familiarized with your system to provide assistance in two man task and in-depth backup coverage. Joe Latore, Service Sales Account Executive manages the overall strategic service plan based upon your current and future service requirements. Ron Faircloth, Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements. Customer Response Center Emergency Phone / Online Response – Normal Business Hours = Service Team Leader. After Hours = Siemens Emergency Response Center Siemens Help Line:1-866-728-7678 Clay Graham is responsible for scheduling your preventive maintenance visits and handling your emergency situations by taking the appropriate action. Clay Graham or Meleah Freeman can assist with all service invoicing including your Technical Support Program and Time and Material projects. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 5 2.2 BUILDING AUTOMATION SYSTEM SERVICES _____________________________________________________ 2.2.1 Factory System Optimization / Maintenance Program The services listed below will be performed annually on all building automation system components shown in the List of Maintained Automation Equipment unless otherwise directed by Orange County. Automation Controls Analysis & Optimization: Automation controls can drift out of calibration with changes in mechanical component performance characteristics, building use, and climatic conditions. Through this service we will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Siemens will provide preventive maintenance in accordance with a program of routines as determined by our experience, equipment application and location. The list of field panels and / or devices included under this service are identified in the List of Maintained Equipment in this proposal. Software Analysis & Optimization: Through Software Analysis & Optimization, Siemens will help ensure that the HVAC Control System is operating properly to minimize any software problems that would negatively impact system performance. We will address any programming errors, failed points, points in alarm, unresolved points or points in operator priority, both at the front end workstation and at the field panel. This will increase system efficiency, assure compliance to specified conditions, and reduce the risk of costly and disruptive system problems. We will perform this service using onsite visits and / or remote services (if applicable). Control Loop Analysis & Optimization:Control loops by their nature drift out of calibration with changes in mechanical efficiency, building use, and climatic conditions. Through this service Siemens will ensure control loops for devices such as valves, dampers, actuators, etc., experience minimized overshooting and oscillatory behavior. You will benefit from a more comfortable and productive environment and lower energy consumption through more efficient equipment usage. Network Analysis & Optimization: Through Network Analysis & Optimization, we ensure reliable and optimized communication throughout your HVAC Control System's Building Level Network of field panels. The benefit will be increased data network up-time and faster problem resolution. Using SIEMENS Network Performance Diagnostic Technologies, our proactive calibration and tuning of the data network analyzes variables impacting network performance, including node tables, token passes, and turn speed, change of values over the network, unresolved points, and overall operation. Controller Analysis & Optimization: Through Controller Analysis & Optimization, we ensure reliable and optimized performance of your Terminal Equipment DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 6 Controllers throughout your HVAC system. You will realize a more comfortable and productive environment and will benefit from lower energy consumption through more efficient equipment usage. Unitary and Terminal equipment can by their nature under perform due to a number of reasons; mechanical, electrical, control settings, building use and climatic conditions. Through the use of the Controller Analysis Program (CAP) and / or other tools we can pinpoint which systems have possible air flow or temperature control problems. Reports are generated on those terminal equipment controllers, which can then be investigated and resolved. The equipment to be included as part of this service is listed in the List of Maintained Equipment in this proposal. Business Protection & Recovery Services – System Backup: Through this service we help protect your HVAC Control System’s vital databases of business information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, hard drive or controller failure, flood, physical damage, etc.). Siemens will perform scheduled database back-ups of your Insight workstation database & graphics and field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we can respond onsite (or online if such service is included in this proposal) to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible on a time and material basis. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 7 2.2.2 Software Updates – Desigo CC & 2 Additional Client Licenses 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 Siemens System investment. Siemens will provide you with software and documentation updates to your existing Desigo CC 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. Workstations covered under this service are itemized in the List of Maintained Equipment. Siemens will also provide 2 additional Client Licenses to current DesigoCC software package upon the start of this agreement period. Upgrades to PC's and related workstation hardware are excluded. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 8 2.2.3 Online / Remote System Support & Diagnostics Online / Remote System Support & Diagnostics. Monday through Friday: 8:00AM - 5:00PM System and software troubleshooting and diagnostics will be provided remotely through the online support service (up to 8 hours) to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will respond, Monday through Friday, during the hours of 8:00 AM – 5:00 PM, excluding Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. If remote diagnostics determine a site visit is required to resolve the problem, a technician can be dispatched. Onsite dispatch will be billable per our current time and material policy (see Appendix A). 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. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 9 2.2.5 Onsite Energy Mgmt / Building Automation Specialist Flex Your Onsite Building Automation Technician Specialist flextime will provide a trained and experienced automation specialist who will work under your direction. This service is flexible to be used at your discretion. Sample tasks are listed below as a guide.Eight (8) days per year (normal business hours)have been included and can be used to address any of your facilities needs. Please refer to the following page information for common service options and descriptions. Energy Management / System Customization: The flextime can be used to customize the building automation system to meet the specific needs of Orange County staff. Enhanced Alarm Programming:Enhanced alarming features can be managed and customized through the flextime. Enhanced Sequence Modifications:Sequence of operations, run times, lead / lag, control strategies can be adjusted through the flextime. Insight Graphics Modification.We can create or modify Insight graphic(s) in order to ensure that the software interface continues to meet your needs. Special Projects: The flextime can be used for the completion of special projects / system customization which require onsite Siemens automation technician labor. Emergency Onsite:Monday through Friday, 8:00AM to- 5:00PM.Emergency Onsite Response can be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. Siemens will provide this service between scheduled service calls and respond within the next business day, Monday through Friday, 8:00AM to- 5:00PM, excluding holidays, once receiving notification of an emergency, as determined by your staff and our office. Non-emergency calls, as determined by your staff and Siemens will be incorporated into the next scheduled service call. Business Protection & Recovery Services: Through this service we help protect your HVAC Control System’s vital databases of business information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, hard drive or controller failure, flood, physical damage, etc.). Siemens will perform scheduled database back-ups of your Insight workstation database & graphics and field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we can respond onsite (or online if such service is included in this proposal) to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible on a time and material basis. System Checks for HVAC Systems - End to End Checkout – DDC or Pneumatic Field Devices. Calibration Services. *Any required service beyond the allocated eight (8) days per year of flextime can be completed at the direction of Orange County staff and billed under our Discounted Time & Material rate. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 10 2.2.6 Equipment Repair & Replacement – Time and Material Repair & Replacement Services.To reduce the effects of unbudgeted repairs, Siemens can provide labor and materials to repair or replace failed or worn components to maintain your equipment in peak operating condition. Components that are suspected of being faulty should be repaired or replaced in advance to minimize the occurrence of system interruptions. Equipment requiring attention will be brought to the owner’s attention. Approved repairs can be performed on a time and material basis or through a formal proposal. Under this agreement we will provide repair & replacement services per our current time and material policy (see Appendix A). 2.2.7 Preventative Maintenance of Airborne Infectious Isolation (AII) 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-101HP-4-X *ANNUAL MAINTENANCE – 1 / Year 1.Change drive belt. 2.Check tightness of set screws on motor and fan sheaves and fan wheel 3.Check all bearing mountings for tightness 4.Clean fans, shafts and drives of excessive grease and dirt 5.Oil and grease all motor and fan bearings. *OPERATING INSPECTION – 3 / Year 1.Check drive belt for adjustment, tension and wear 2.Check tightness of set screws on motor and fan sheaves and fan wheel 3.Check all bearing mountings for tightness 4.Clean fans, shafts and drives of excessive grease and dirt *The FY 2019-2020 contract will cover a total of four inspections, one annual maintenance and three operating inspections. Filters: Filters for the AIIRs will be inspected during each visit and changed as needed. One (1) filter change per year is covered in this agreement. Any additional changes will be billed to Orange County as per our Time and Material rates DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 11 2.3 GENERAL SERVICES _____________________________________________________ 2.3.1 Priority Based Emergency Phone & Online Response Emergency Phone Response –Siemens will maintain emergency response capabilities 24 / 7 / 365. Upon receiving notification of an emergency, as determined by your staff and Siemens, we will respond accordingly. Your staff and our response personnel will work together to determine the priority level required for response. Emergency Online Response –Automation system and software troubleshooting and diagnostics will be provided remotely through the online support service (up to 8 hours) to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will provide this service respond within 2 hours, Monday through Friday, during the hours of 8:00 AM – 5:00 PM, excluding Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. Call 1-866-728-7678 for Emergency Response. 2.3.2 Priority Based Emergency Onsite Response Emergency Onsite Response -Emergency Onsite Response can be provided to reduce the costs and disruptions of downtime when unexpected problems occur. Siemens will provide response to all emergency service requests based on the priority level communicated between your staff and Siemens response personnel. Siemens will maintain on-call technicians 24 / 7 / 365 and respond based on your staff’s priority level communication. All authorized emergency services will be billed per our time and material policy (see Appendix A). DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 12 2.3.3 Dedicated Service Program Manager & Technician Team Service Team: A dedicated service program manager will be assigned as your main point of contact. Your service technician team will also be defined for consistency in service. Please refer to page 4 of this proposal for your service team details. 2.3.4 Service Program Log Book Service Log Book: We will provide a log book containing information and guidance on the management of the system. All service records shall be recorded and kept within the log book. This log book shall serve as a reference for the customer and Siemens technical personnel. 2.3.5 Written Reports of All Services Performed Written Report of All Services Performed:We will complete a service report for each visit detailing the purpose of the call and summarizing the work that was performed. 2.3.6 Service Program Customer Labor Discounts Service Program Customer Labor Discounts:Service program customers receive up to 20% off Siemens standard labor rates in all service categories. Refer to Appendix A for details. 2.3.7 Service Program Customer Material Discount Service Program Customer Material Discount:Service program customers receive an additional 20% off Siemens list price. Refer to Appendix A for details. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 13 3 Maintained Equipment Tables 3.1 List of Maintained Automation Equipment Asset Management Services Office Richard L. Whitted Human Services Center 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 Qty Equipment Manufacturer Notes Coverage 1 Desigo CC Server Software Package & Graphical User Interface Siemens D 3*Desigo CC Client Software Package (1 existing and 2 new license that will be provided under this agreement) Siemens D Qty Equipment Manufacturer Notes Coverage 3 Mechanical Equipment Controllers (MEC) Siemens D 173 Terminal Equipment Controllers (TEC) Siemens D 10 PXM – Point Expansion Modules Siemens D 1 Apogee Ethernet Microserver (AEM) Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 14 Office Building Library 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 Qty Equipment Manufacturer Notes Coverage 2 PXC Modular Controllers (PXCM) - Power Modules - Controller Modules - All TX/IO Point Modules Siemens D 74 Terminal Equipment Controllers (TEC) Siemens D 2 BACNET Chiller Gateways Siemens D 1 Apogee Ethernet Microserver (AEM) Siemens D Qty Equipment Manufacturer Notes Coverage 2 PXC Modular Controllers (PXCM) - Power Modules - Controller Modules - All TX/IO Point Modules Siemens D 38 Terminal Equipment Controllers (TEC) Siemens D 2 BACNET Chiller Gateways Siemens D 1 Apogee Ethernet Microserver (AEM) Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 15 Animal Services Center Justice Facility Court Street Annex Facility 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 Qty Equipment Manufacturer Notes Coverage 2 Mechanical Equipment Controllers (MEC) Siemens D 44 Terminal Equipment Controllers (TEC) Siemens D 10 BACNET Roof Top Unit Gateways Siemens D 1 Apogee Ethernet Microserver (AEM) Siemens D Qty Equipment Manufacturer Notes Coverage 1 Mechanical Equipment Controllers (MEC) Siemens D 34 Terminal Equipment Controllers (TEC) Siemens D Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 (PXCC 24) Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 16 District Attorney Office Detention Center Seymour Center Building 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 Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 (PXCC 24) Siemens D Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 (PXCC 24) Siemens D 1 PXC Compact Controller 36 (PXCC 36) Siemens D Qty Equipment Manufacturer Notes Coverage 1 PXC Modular Controllers (PXCM) - Power Modules - Controller Modules - All TX/IO Point Modules Siemens D 3 Terminal Equipment Controllers (TEC) Siemens D 1 BACNET Gateway (Samsung)Siemens D 3 PPMs Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 17 Emergency Services Center New Detention Center Park Ops Buildings EAC Building 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 Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 16 (PXC16) Siemens D 3 Terminal Equipment Controllers (TEC) Siemens D 1 BACnet Device (DOAS)Siemens D 1 Mitsubishi VRF BACnet/IP Integration (Monitoring only) Siemens D Qty Equipment Manufacturer Notes Coverage 9 PXC Compact Controllers (PXC36) - Power Modules - Controller Modules - All TX/IO Point Modules Siemens D 17 Terminal Equipment Controllers (TEC - BACnet) Siemens D 18 BACnet VFDs -D Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller Siemens D Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2,2023 Page 18 4 Siemens Industry, Inc. 4.1 Signature Page and Investment By and Between: Siemens Industry, Inc.Orange County Asset Management Services 215 Southport Drive, Suite 900 600 Highway 86 North Morrisville, North Carolina 27560 Hillsborough, North Carolina 27278 Services shall be provided at Orange County facilities in Orange County, North Carolina 27278. Siemens Industry, Inc. shall provide the services as outlined in the attached proposal dated 2/2/23 and the attached terms and conditions. Duration: This agreement shall remain in effect for an original term of 1 Year beginning 7/1/2023. Investment: Proposal accepted by:Proposal submitted by: Orange County Siemens Industry, Inc. By:By: Joseph Latore Title:Title: Account Executive ___________________________ ____________________________Signature Date Signature Date Approved for Siemens Industry , Inc.by: By: Ron Faircloth Title: Service Operations Manager ____________________________ Signature Date Annual If paid Semi-Annually If paid Quarterly Year 1: 7/1/22 through 6/30/23 $73,650 $37,193 (x2)$18,783 (x4) Billing Terms Accepted (please initial or sign under one option) DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2,2023 Page 19 4.2 Terms and Conditions Terms and Conditions (Click to download) Terms & Conditions Price Escalation. If, during the term of this Contract, the price of various materials or labor or logistics are increased as reflected by CRU, CMAI, COMEX market indexes or IHS Markit, then Siemens may increase the applicable yearly Investment or apply a surcharge accordingly. As a result of the global Covid-19 Virus outbreak, temporary delays in delivery, labor or services from Siemens and its sub-suppliers or subcontractors may occur. Among other factors, Siemens' delivery is subject to the correct and punctual supply from sub-suppliers or subcontractors, and Siemens reserves the right to make partial deliveries or modify its labor or services. While Siemens shall make every commercially reasonable effort to meet the delivery or service or completion date mentioned above, such date is subject to change. Attachment A Riders (Click on rider below to download) SI Online Backup and Data Protection SI Exclusions and Clarifications DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2,2023 Page 20 Appendix A.Labor & Material Pricing CONFIDENTIAL & PROPRIETARY As a Service Agreement customer with an active contract, you will receive the benefit of a discount from our standard labor rates and material prices. Standard rates and preferred customer rates are documented below. Siemens Industry, Inc. Smart Infrastructure Regional Solutions and Services Americas Raleigh Branch Only Customers with an active Service Agreement will be eligible for the preferred customer labor rates. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2,2023 Page 21 Appendix A. (cont.) CONFIDENTIAL & PROPRIETARY DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1,000,000 10/01/2023 N/A GLD1110114 X TWXJUB-7440L338-TIL-22 (OH) NYC-009196547-31 1,000,000 UB-8P79233A-22-51-R (AZ,MA,WI) X 25674 of Marsh USA LLC N X10/01/2022 10/01/2023 N/A N/A TC2J-CAP-7440L34A-TIL-22 B 10,000,000 1,000,000 X '''''''''''$500K LIMIT / $500K SIR''''''''''' 25658 Travelers Property Casualty Co. of America 1,000,000 X X 05/02/2023 4433 10/01/2022 10/01/2022 RE: JOB NO. N/A X 10/01/2022 PO BOX 8181 HILLSBOROUGH, NC 27278 ORANGE COUNTY SEE ATTACHED A B The Travelers Indemnity Company CN102147003-RAM--22/23 100,000 10/01/2023 2,000,000 C INCL 41343 1,000,000 RENTA 1,000,000 X UB-8P83929A-22-51-K (AOS) 445 SOUTH STREET MARSH USA, LLC. MORRISTOWN, NJ 07960-6454 1000 DEERFIELD PARKWAY SIEMENS INDUSTRY, INC. BUFFALO GROVE, IL 60089-4513 10/01/2022 ATTN: RISK MANAGEMENT NOC60 B ... 10/01/2023 10/01/2023 HDI Global Insurance Company DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: � 22 UMBRELLA IS FOLLOW FORM OF PRIMARY SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. � � Morristown RESPECT TO ALL WORK PERFORMED BY AND ON BEHALF OF THE NAMED INSURED, SIEMENS INDUSTRY, INC. FOR CERTIFICATE HOLDER UNDER CONTRACT. � EXTENT THAT A CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY, INC. OR ITS SUBCONTRACTORS WITH RESPECT TO ALL OPERATIONS OF THE INSURED BUT ONLY WITH WAIVER OF SUBROGATION IS EFFECTUAL WHERE REQUIRED BY WRITTEN CONTRACT. � � � RE: JOB NO. N/A� LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NON-CONTRIBUTORY INSURANCE TO THE ORANGE COUNTY, ITS OFFICERS, OFFICIAL AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND AUTOMOBILE Certificate of Liability Insurance CN102147003 � TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT, WHICHEVER IS LESS. � MARSH USA, LLC.� 1000 DEERFIELD PARKWAY� SIEMENS INDUSTRY, INC.� BUFFALO GROVE, IL 60089-4513 25 IF THESE POLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 PROPOSAL Orange County Service Agreement 2023-2024 PREPARED BY Siemens Industry, Inc. ("Siemens") PREPARED FOR ORANGE COUNTY ASSET MANAGEMENT SERVICES DELIVERED ON February 02, 2023 DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 1 This service agreement has been specifically developed to support your unique facilities. Table of Contents 1 Overview 2 1.1 Executive Summary 2 1.2 Siemens Capabilities & Commitment to Our Customers 3 1.3 Quality Assurance 3 2 Service Solution 4 2.1 Service Team 4 2.2 Building Automation System Services 5 2.3 General Services 11 3 Maintained Equipment Tables 13 3.1 List of Maintained Automation Equipment 13 4 Siemens Industry, Inc.18 4.1 Signature Page and Investment 18 4.2 Terms And Conditions 19 Appendix A.Discounted Labor & Material Pricing 20 DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 2 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 o Asset Management Services - Siemens Database Server o Richard L. Whitted Human Services Center o Office Building o Library o Animal Services Center o Justice Facility o Court Street Annex o District Attorney Office o Detention Center o Seymour Senior Center o Emergency Services Building o New Detention Center o Park Ops Building o EAC Building o Desigo Software Updates and 2 Additional Client Licenses o Online / Remote System Support & Diagnostics o Onsite Operator Training Program – Quarterly 4 Hour Sessions o Onsite Energy Management / Building Automation Specialist Flex Building Mechanical System Services o Preventative Maintenance of Airborne Infection Isolation (AII) Room Mechanical Systems o Richard L. Whitted Human Services Center o Southern Human Service Center General Services o Priority Based Emergency Phone & Online Response 24 / 7 / 365 o Priority Based Emergency Onsite Response 24 / 7 / 365 o Dedicated Service Program Manager & Service Technician Team o Service Program Log Book & Written Reports of All Services Performed o Service Program Labor Discount - Up to 20% off Standard Rates o Service Program Material Discount - Additional 20% off Siemens List DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 3 1.2 Siemens Capabilities & Commitment to Our Customers Siemens Industry, Inc. Building Technologies Division is the leading single-source provider of cost-effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. Siemens is pleased to offer this proposal for technical support services to your facility. For more than 150 years, Siemens has built a culture of long-term commitment to customers through innovation and technology. We are confident that we have the capabilities to meet your critical facility needs today and in the future, and we look forward to the opportunity to serve you. 1.3 Quality Assurance At Siemens Industry, Inc., we are dedicated to customer satisfaction. To achieve this, we have a quality assurance process, which enables you to assess your service program. Through implementation of our Quality Assurance Best Practices, we ensure that our delivered services are of the highest quality. Our Quality Assurance Manager will meet with you regularly, at your convenience, to discuss our performance and your satisfaction with the quality of service that is being provided under your program. _____________________________________________________ DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 4 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: Clay Graham, Customer Service Manager,is responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services. Christian Anderson, Primary Building Automation Specialist is responsible for performing the ongoing service of your building automation system. Brian Bentley is your Secondary Building Automation Specialist.Brian will be familiarized with your system to provide assistance in two man task and in-depth backup coverage. Joe Latore, Service Sales Account Executive manages the overall strategic service plan based upon your current and future service requirements. Ron Faircloth, Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements. Customer Response Center Emergency Phone / Online Response – Normal Business Hours = Service Team Leader. After Hours = Siemens Emergency Response Center Siemens Help Line:1-866-728-7678 Clay Graham is responsible for scheduling your preventive maintenance visits and handling your emergency situations by taking the appropriate action. Clay Graham or Meleah Freeman can assist with all service invoicing including your Technical Support Program and Time and Material projects. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 5 2.2 BUILDING AUTOMATION SYSTEM SERVICES _____________________________________________________ 2.2.1 Factory System Optimization / Maintenance Program The services listed below will be performed annually on all building automation system components shown in the List of Maintained Automation Equipment unless otherwise directed by Orange County. Automation Controls Analysis & Optimization: Automation controls can drift out of calibration with changes in mechanical component performance characteristics, building use, and climatic conditions. Through this service we will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Siemens will provide preventive maintenance in accordance with a program of routines as determined by our experience, equipment application and location. The list of field panels and / or devices included under this service are identified in the List of Maintained Equipment in this proposal. Software Analysis & Optimization: Through Software Analysis & Optimization, Siemens will help ensure that the HVAC Control System is operating properly to minimize any software problems that would negatively impact system performance. We will address any programming errors, failed points, points in alarm, unresolved points or points in operator priority, both at the front end workstation and at the field panel. This will increase system efficiency, assure compliance to specified conditions, and reduce the risk of costly and disruptive system problems. We will perform this service using onsite visits and / or remote services (if applicable). Control Loop Analysis & Optimization:Control loops by their nature drift out of calibration with changes in mechanical efficiency, building use, and climatic conditions. Through this service Siemens will ensure control loops for devices such as valves, dampers, actuators, etc., experience minimized overshooting and oscillatory behavior. You will benefit from a more comfortable and productive environment and lower energy consumption through more efficient equipment usage. Network Analysis & Optimization: Through Network Analysis & Optimization, we ensure reliable and optimized communication throughout your HVAC Control System's Building Level Network of field panels. The benefit will be increased data network up-time and faster problem resolution. Using SIEMENS Network Performance Diagnostic Technologies, our proactive calibration and tuning of the data network analyzes variables impacting network performance, including node tables, token passes, and turn speed, change of values over the network, unresolved points, and overall operation. Controller Analysis & Optimization: Through Controller Analysis & Optimization, we ensure reliable and optimized performance of your Terminal Equipment DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 6 Controllers throughout your HVAC system. You will realize a more comfortable and productive environment and will benefit from lower energy consumption through more efficient equipment usage. Unitary and Terminal equipment can by their nature under perform due to a number of reasons; mechanical, electrical, control settings, building use and climatic conditions. Through the use of the Controller Analysis Program (CAP) and / or other tools we can pinpoint which systems have possible air flow or temperature control problems. Reports are generated on those terminal equipment controllers, which can then be investigated and resolved. The equipment to be included as part of this service is listed in the List of Maintained Equipment in this proposal. Business Protection & Recovery Services – System Backup: Through this service we help protect your HVAC Control System’s vital databases of business information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, hard drive or controller failure, flood, physical damage, etc.). Siemens will perform scheduled database back-ups of your Insight workstation database & graphics and field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we can respond onsite (or online if such service is included in this proposal) to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible on a time and material basis. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 7 2.2.2 Software Updates – Desigo CC & 2 Additional Client Licenses 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 Siemens System investment. Siemens will provide you with software and documentation updates to your existing Desigo CC 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. Workstations covered under this service are itemized in the List of Maintained Equipment. Siemens will also provide 2 additional Client Licenses to current DesigoCC software package upon the start of this agreement period. Upgrades to PC's and related workstation hardware are excluded. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 8 2.2.3 Online / Remote System Support & Diagnostics Online / Remote System Support & Diagnostics. Monday through Friday: 8:00AM - 5:00PM System and software troubleshooting and diagnostics will be provided remotely through the online support service (up to 8 hours) to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will respond, Monday through Friday, during the hours of 8:00 AM – 5:00 PM, excluding Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. If remote diagnostics determine a site visit is required to resolve the problem, a technician can be dispatched. Onsite dispatch will be billable per our current time and material policy (see Appendix A). 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. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 9 2.2.5 Onsite Energy Mgmt / Building Automation Specialist Flex Your Onsite Building Automation Technician Specialist flextime will provide a trained and experienced automation specialist who will work under your direction. This service is flexible to be used at your discretion. Sample tasks are listed below as a guide.Eight (8) days per year (normal business hours)have been included and can be used to address any of your facilities needs. Please refer to the following page information for common service options and descriptions. Energy Management / System Customization: The flextime can be used to customize the building automation system to meet the specific needs of Orange County staff. Enhanced Alarm Programming:Enhanced alarming features can be managed and customized through the flextime. Enhanced Sequence Modifications:Sequence of operations, run times, lead / lag, control strategies can be adjusted through the flextime. Insight Graphics Modification.We can create or modify Insight graphic(s) in order to ensure that the software interface continues to meet your needs. Special Projects: The flextime can be used for the completion of special projects / system customization which require onsite Siemens automation technician labor. Emergency Onsite:Monday through Friday, 8:00AM to- 5:00PM.Emergency Onsite Response can be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. Siemens will provide this service between scheduled service calls and respond within the next business day, Monday through Friday, 8:00AM to- 5:00PM, excluding holidays, once receiving notification of an emergency, as determined by your staff and our office. Non-emergency calls, as determined by your staff and Siemens will be incorporated into the next scheduled service call. Business Protection & Recovery Services: Through this service we help protect your HVAC Control System’s vital databases of business information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, hard drive or controller failure, flood, physical damage, etc.). Siemens will perform scheduled database back-ups of your Insight workstation database & graphics and field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we can respond onsite (or online if such service is included in this proposal) to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible on a time and material basis. System Checks for HVAC Systems - End to End Checkout – DDC or Pneumatic Field Devices. Calibration Services. *Any required service beyond the allocated eight (8) days per year of flextime can be completed at the direction of Orange County staff and billed under our Discounted Time & Material rate. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 10 2.2.6 Equipment Repair & Replacement – Time and Material Repair & Replacement Services.To reduce the effects of unbudgeted repairs, Siemens can provide labor and materials to repair or replace failed or worn components to maintain your equipment in peak operating condition. Components that are suspected of being faulty should be repaired or replaced in advance to minimize the occurrence of system interruptions. Equipment requiring attention will be brought to the owner’s attention. Approved repairs can be performed on a time and material basis or through a formal proposal. Under this agreement we will provide repair & replacement services per our current time and material policy (see Appendix A). 2.2.7 Preventative Maintenance of Airborne Infectious Isolation (AII) 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-101HP-4-X *ANNUAL MAINTENANCE – 1 / Year 1.Change drive belt. 2.Check tightness of set screws on motor and fan sheaves and fan wheel 3.Check all bearing mountings for tightness 4.Clean fans, shafts and drives of excessive grease and dirt 5.Oil and grease all motor and fan bearings. *OPERATING INSPECTION – 3 / Year 1.Check drive belt for adjustment, tension and wear 2.Check tightness of set screws on motor and fan sheaves and fan wheel 3.Check all bearing mountings for tightness 4.Clean fans, shafts and drives of excessive grease and dirt *The FY 2019-2020 contract will cover a total of four inspections, one annual maintenance and three operating inspections. Filters: Filters for the AIIRs will be inspected during each visit and changed as needed. One (1) filter change per year is covered in this agreement. Any additional changes will be billed to Orange County as per our Time and Material rates DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 11 2.3 GENERAL SERVICES _____________________________________________________ 2.3.1 Priority Based Emergency Phone & Online Response Emergency Phone Response –Siemens will maintain emergency response capabilities 24 / 7 / 365. Upon receiving notification of an emergency, as determined by your staff and Siemens, we will respond accordingly. Your staff and our response personnel will work together to determine the priority level required for response. Emergency Online Response –Automation system and software troubleshooting and diagnostics will be provided remotely through the online support service (up to 8 hours) to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will provide this service respond within 2 hours, Monday through Friday, during the hours of 8:00 AM – 5:00 PM, excluding Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. Call 1-866-728-7678 for Emergency Response. 2.3.2 Priority Based Emergency Onsite Response Emergency Onsite Response -Emergency Onsite Response can be provided to reduce the costs and disruptions of downtime when unexpected problems occur. Siemens will provide response to all emergency service requests based on the priority level communicated between your staff and Siemens response personnel. Siemens will maintain on-call technicians 24 / 7 / 365 and respond based on your staff’s priority level communication. All authorized emergency services will be billed per our time and material policy (see Appendix A). DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 12 2.3.3 Dedicated Service Program Manager & Technician Team Service Team: A dedicated service program manager will be assigned as your main point of contact. Your service technician team will also be defined for consistency in service. Please refer to page 4 of this proposal for your service team details. 2.3.4 Service Program Log Book Service Log Book: We will provide a log book containing information and guidance on the management of the system. All service records shall be recorded and kept within the log book. This log book shall serve as a reference for the customer and Siemens technical personnel. 2.3.5 Written Reports of All Services Performed Written Report of All Services Performed:We will complete a service report for each visit detailing the purpose of the call and summarizing the work that was performed. 2.3.6 Service Program Customer Labor Discounts Service Program Customer Labor Discounts:Service program customers receive up to 20% off Siemens standard labor rates in all service categories. Refer to Appendix A for details. 2.3.7 Service Program Customer Material Discount Service Program Customer Material Discount:Service program customers receive an additional 20% off Siemens list price. Refer to Appendix A for details. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 13 3 Maintained Equipment Tables 3.1 List of Maintained Automation Equipment Asset Management Services Office Richard L. Whitted Human Services Center 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 Qty Equipment Manufacturer Notes Coverage 1 Desigo CC Server Software Package & Graphical User Interface Siemens D 3*Desigo CC Client Software Package (1 existing and 2 new license that will be provided under this agreement) Siemens D Qty Equipment Manufacturer Notes Coverage 3 Mechanical Equipment Controllers (MEC) Siemens D 173 Terminal Equipment Controllers (TEC) Siemens D 10 PXM – Point Expansion Modules Siemens D 1 Apogee Ethernet Microserver (AEM) Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 14 Office Building Library 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 Qty Equipment Manufacturer Notes Coverage 2 PXC Modular Controllers (PXCM) - Power Modules - Controller Modules - All TX/IO Point Modules Siemens D 74 Terminal Equipment Controllers (TEC) Siemens D 2 BACNET Chiller Gateways Siemens D 1 Apogee Ethernet Microserver (AEM) Siemens D Qty Equipment Manufacturer Notes Coverage 2 PXC Modular Controllers (PXCM) - Power Modules - Controller Modules - All TX/IO Point Modules Siemens D 38 Terminal Equipment Controllers (TEC) Siemens D 2 BACNET Chiller Gateways Siemens D 1 Apogee Ethernet Microserver (AEM) Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 15 Animal Services Center Justice Facility Court Street Annex Facility 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 Qty Equipment Manufacturer Notes Coverage 2 Mechanical Equipment Controllers (MEC) Siemens D 44 Terminal Equipment Controllers (TEC) Siemens D 10 BACNET Roof Top Unit Gateways Siemens D 1 Apogee Ethernet Microserver (AEM) Siemens D Qty Equipment Manufacturer Notes Coverage 1 Mechanical Equipment Controllers (MEC) Siemens D 34 Terminal Equipment Controllers (TEC) Siemens D Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 (PXCC 24) Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 16 District Attorney Office Detention Center Seymour Center Building 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 Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 (PXCC 24) Siemens D Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 24 (PXCC 24) Siemens D 1 PXC Compact Controller 36 (PXCC 36) Siemens D Qty Equipment Manufacturer Notes Coverage 1 PXC Modular Controllers (PXCM) - Power Modules - Controller Modules - All TX/IO Point Modules Siemens D 3 Terminal Equipment Controllers (TEC) Siemens D 1 BACNET Gateway (Samsung)Siemens D 3 PPMs Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2, 2023 Page 17 Emergency Services Center New Detention Center Park Ops Buildings EAC Building 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 Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller 16 (PXC16) Siemens D 3 Terminal Equipment Controllers (TEC) Siemens D 1 BACnet Device (DOAS)Siemens D 1 Mitsubishi VRF BACnet/IP Integration (Monitoring only) Siemens D Qty Equipment Manufacturer Notes Coverage 9 PXC Compact Controllers (PXC36) - Power Modules - Controller Modules - All TX/IO Point Modules Siemens D 17 Terminal Equipment Controllers (TEC - BACnet) Siemens D 18 BACnet VFDs -D Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller Siemens D Qty Equipment Manufacturer Notes Coverage 1 PXC Compact Controller Siemens D DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2,2023 Page 18 4 Siemens Industry, Inc. 4.1 Signature Page and Investment By and Between: Siemens Industry, Inc.Orange County Asset Management Services 215 Southport Drive, Suite 900 600 Highway 86 North Morrisville, North Carolina 27560 Hillsborough, North Carolina 27278 Services shall be provided at Orange County facilities in Orange County, North Carolina 27278. Siemens Industry, Inc. shall provide the services as outlined in the attached proposal dated 2/2/23 and the attached terms and conditions. Duration: This agreement shall remain in effect for an original term of 1 Year beginning 7/1/2023. Investment: Proposal accepted by:Proposal submitted by: Orange County Siemens Industry, Inc. By:By: Joseph Latore Title:Title: Account Executive ___________________________ ____________________________Signature Date Signature Date Approved for Siemens Industry , Inc.by: By: Ron Faircloth Title: Service Operations Manager ____________________________ Signature Date Annual If paid Semi-Annually If paid Quarterly Year 1: 7/1/23 through 6/30/24 $73,650 $37,193 (x2) $18,783 (x4) Billing Terms Accepted (please initial or sign under one option) DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2,2023 Page 19 4.2 Terms and Conditions Terms and Conditions (Click to download) Terms & Conditions Price Escalation. If, during the term of this Contract, the price of various materials or labor or logistics are increased as reflected by CRU, CMAI, COMEX market indexes or IHS Markit, then Siemens may increase the applicable yearly Investment or apply a surcharge accordingly. As a result of the global Covid-19 Virus outbreak, temporary delays in delivery, labor or services from Siemens and its sub-suppliers or subcontractors may occur. Among other factors, Siemens' delivery is subject to the correct and punctual supply from sub-suppliers or subcontractors, and Siemens reserves the right to make partial deliveries or modify its labor or services. While Siemens shall make every commercially reasonable effort to meet the delivery or service or completion date mentioned above, such date is subject to change. Attachment A Riders (Click on rider below to download) SI Online Backup and Data Protection SI Exclusions and Clarifications DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2,2023 Page 20 Appendix A.Labor & Material Pricing CONFIDENTIAL & PROPRIETARY As a Service Agreement customer with an active contract, you will receive the benefit of a discount from our standard labor rates and material prices. Standard rates and preferred customer rates are documented below. Siemens Industry, Inc. Smart Infrastructure Regional Solutions and Services Americas Raleigh Branch Only Customers with an active Service Agreement will be eligible for the preferred customer labor rates. DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443 Siemens Industry, Inc.February 2,2023 Page 21 Appendix A. (cont.) CONFIDENTIAL & PROPRIETARY DocuSign Envelope ID: 4392B0EF-53B6-4D4B-9275-797F1EC8D443