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HomeMy WebLinkAbout2025-025-E-AMS-Siemens Industry-Fire Alarm Monitoring_Justice FacilityRevised 04/23 1 [Departmental Use Only] TITLE Justice_Monitoring FY 2024-2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 6th day of January, 2025, (“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): Siemens will coordinate and administer off-site monitoring of your fire alarm and life safety system via Siemens or a third-party UL Listed Central Monitoring Station. The fire procedures used in monitoring are in accordance with NFPA 72 and local authorities and can only be altered in writing by the Authority Having Jurisdiction. Daily system tests are standard in fire monitoring to ensure the communication path is operational. All low priority signals to be sent via text/email. Fire Alarm Monitoring at the Justice Facility. Please see attached Proposal dated January 3,2025. This is a 5 year contract starting January 1,2025. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Revised 04/23 2 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 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 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Revised 04/23 3 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 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Fire Alarm Monitoring at the Justice Facility located at 106 E. Margaret Lane. Please see attached Proposal dated January 3,2025. 4. Duration of Services a. Term. The term of this Agreement shall be from 01/01/2025 to 12/31/2029. 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 01/01/2025. 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 5 year contract $1080.00 per year, Fifty Four Hundred Dollars ($5400.00). 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 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Revised 04/23 4 a. Cooperation and Coordination. The County has designated (Angel Barnes) 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. 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 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Revised 04/23 5 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 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. Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Revised 04/23 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 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 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Revised 04/23 7 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 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:Travis Myren Siemens Industry, Inc P.O. Box 8181 11000 Regency PrkWay Hillsborough, NC 27278 Cary, NC 27518 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 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: _________________________________ Travis Myren By: __________________________________ Brian Evans Printed Name and Title Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 1/11/20251/14/2025 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Siemens Industry, Inc Vendor Contact Person: Nelson Cluffardi Phone: 984-292-7638 Address: 11000 Regency Parkway, Suite 400 Easat City Cary State: NC Zip: 27518 Department: AMS Amount: $1080 per year, for 5 years total $5400.00 Purpose: Fire Alarm Monitoring_Justice Facility 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 01/01/2025 End Date 12/31/2029 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Alan Dorman 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: Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 1/9/2025 1/13/2025 1/13/2025 1/14/2025 Revised 04/23 10 Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 PROPOSAL OC Justice Fire Alarm Cellular Monitoring PREPARED BY Siemens Industry, Inc. ("Siemens") PREPARED FOR ORANGE COUNTY ASSET MANAGEMENT SERVICES DELIVERED ON January 03, 2025 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Table of Contents INTRODUCTION ..............................................................................................................1 Proposal Information .............................................................................................1 Contact Information ..............................................................................................3 SERVICE SOLUTION .........................................................................................................4 Building Services –Fire ..........................................................................................4 Emergency Response Times – Fire ..........................................................................4 SERVICE IMPLEMENTATION PLAN ....................................................................................5 Siemens Monitoring Services Agreement – Fire ......................................................5 TERMS AND CONDITIONS ...............................................................................................6 Terms and Conditions ............................................................................................6 Information Required for All Monitoring – Fire .......................................................6 Agreement Terms for Investments .........................................................................7 SIGNATURE PAGE ...........................................................................................................8 Signature Page ......................................................................................................8 Page 2 of 8 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Proposal #:9435569 Date:January 03, 2025 Contact Information Sales Executive:Nelson Ciuffardi Branch Address:215 Southport Dr. Suite 900 Morrisville, NC,27560 Telephone:984.389.5833 Email Address:nelson.ciuffardi@siemens.com Customer Contact:Angel Barnes Customer:ORANGE COUNTY ASSET MANAGEMENT SERVICES Address:600 NC HIGHWAY 86 N HILLSBOROUGH NC 27278-8225 Services shall be provided at:Criminal Justice Resource Department 106 E Margaret Lane Hillsborough, NC 27278 Page 3 of 8 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Building Services –Fire Services that deliver the outcomes you want to achieve. Services delivered by Siemens have been developed to help you achieve the outcomes you expect. Fire Safety industry acronyms used in the following service descriptions: AHJ – Authority Having Jurisdiction NFPA – National Fire Protection Association Optimize Performance & Productivity Alarm Management Services – Fire Siemens will coordinate and administer off-site monitoring of your fire alarm and life safety system via Siemens or a third-party UL Listed Central Monitoring Station. The fire procedures used in monitoring are in accordance with NFPA 72 and local authorities and can only be altered in writing by the Authority Having Jurisdiction. Daily system tests are standard in fire monitoring to ensure the communication path is operational. All low priority signals to be sent via text/email. Emergency Response Times – Fire Emergency Online/Phone Response Billable Service Online system and software troubleshooting and diagnostics and phone support will not be provided under the coverage of this agreement. Siemens will respond to your request for emergency on-line/phone support, Mon-Fri 8:00AM-5:00PM, excluding holidays, upon receiving notification of an emergency, as determined by your staff and Siemens, but all service performed will be provided as a billable service. If remote diagnostics determine a site visit is required to resolve the problem, a technician can be dispatched. Depending on your contract coverage, the on-site dispatch will be covered or will be a billable service call. Emergency On-site Response Billable Service Emergency Onsite Response is not included within the coverage of this agreement. Siemens will respond to your request for emergency on-site service as soon as staff is available. An emergency is determined by your staff and Siemens. All service performed will be provided as a billable service.Siemens will respond to your request for emergency onsite support, Mon-Fri 8:00AM-5:00PM, excluding holidays, upon receiving notification of an emergency, as determined by your staff and Siemens, but all service performed will be provided as a billable service. Page 4 of 8 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Siemens Monitoring Services Agreement – Fire FIRE ALARM & LIFE SAFETY MONITORING SERVICES ___-Additional Partitions– Additional areas setup for monitoring a different building/address using same panel communicator Communication Methods: ___- Network IP _X__- Cellular Primary (Bold 1:Napco, Telguard, Bosch, Alarmnet, Connect 24) ___- Cellular Backup (circle 1: Napco, Telguard, Bosch, Alarmnet, Connect 24) ___- POTS Primary ___-Emergency Telephone Monitoring Siemens will respond to emergency calls from phones in elevator cabs, area of refuge/rescue. Or, our Customer Service Dispatchers are trained to handle critical emergency situations such as occasions where people are trapped or require emergency assistance. Instructions for this should be detailed - including what should be done when no response calls (we answer & no response on the other end) are received. Page 5 of 8 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Terms and Conditions Terms and Conditions (Click to download) Terms & Conditions (www.siemens.com/monitoring-terms ) 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. Information Required for All Monitoring – Fire Site Name:Criminal Justice Resource Department Address:106 E Margaret Lane Hillsborough,NC 27278 Location Phone number:____________________________ Passcode required for any info from monitoring: ____________________________ Contact List: Name:Phone number Email (or cell provider for text notification) Password if individual passwords desired Caller ID for Elevator ____________________________*If multiple IDs attach document listing each. Page 6 of 8 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Agreement Terms for Investments Services shall be provided at: 106 E Margaret Lane Hillsborough, NC 27278, Siemens Industry, Inc. shall provide the services as identified in this Proposal and pursuant to the associated terms and conditions contained within. Duration (Initial Term and Renewal): This Agreement shall remain in effect for an Initial Term of 5 Periods beginning January 1, 2025. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year periods.The Investments for each year after the Initial Term of the Agreement and each year of each renewal of this Agreement shall be determined as the immediate prior year's Investment plus an escalator of 5.5%or as allowed per this proposal.In addition, each renewal term pricing shall be adjusted for any additions or deletions to services selected for the renewal term. Initial Term Investments: Period Period Range Billing Frequency Annual Price 1 Jan 1,2025 - Dec 31,2025 Annually (In Advance)$1,080.00 2 Jan 1,2026 - Dec 31,2026 Annually (In Advance)$1,080.00 3 Jan 1,2027 - Dec 31,2027 Annually (In Advance)$1,080.00 4 Jan 1,2028 - Dec 31,2028 Annually (In Advance)$1,080.00 5 Jan 1,2029 - Dec 31,2029 Annually (In Advance)$1,080.00 Multi-Period Investment Total to be paid one time in advance for 5 years.$5,400.00 Amount Due In Advance Based On Billing Frequency Applicable sales taxes are excluded from the Investments.The pricing quoted in this Proposal is firm for 30 days. Siemens Industry, Inc. invoices paid by credit card may be subject to a surcharge of up to 2%. Page 7 of 8 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Signature Page The Buyer acknowledges that when accepted by the Buyer as proposed by Siemens Industry, Inc., this Proposal and the Standard Terms and Conditions of Sale for Services, (together with any other documents, including any applicable Rider(s), incorporated herein) shall constitute the entire agreement of the parties with respect to its subject matter. BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS INDUSTRY, INC. OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE BUYER. Initial Term Investments Period Period Range Billing Frequency Annual Price 1 Jan 1,2025 - Dec 31,2025 Annually (In Advance)$1,080.00 2 Jan 1,2026 - Dec 31,2026 Annually (In Advance)$1,080.00 3 Jan 1,2027 - Dec 31,2027 Annually (In Advance)$1,080.00 4 Jan 1,2028 - Dec 31,2028 Annually (In Advance)$1,080.00 5 Jan 1,2029 - Dec 31,2029 Annually (In Advance)$1,080.00 Proposed by:Accepted by: Siemens Industry, Inc. ______________________________________ Company ORANGE COUNTY ASSET MANAGEMENT SERVICES _____________________________________ Company Nelson Ciuffardi ______________________________________ Name _____________________________________ Name (Printed) 9435569 ______________________________________ Proposal # _____________________________________ Signature $5,400.00 ______________________________________ Proposal Amount _____________________________________ Title January 03, 2025 ______________________________________ Date _____________________________________ Date _____________________________________ Purchase Order #⬜PO for billing/pmnt only ⬜PO not required Page 8 of 8 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 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 B 10/01/2024 N/A 4433 of Marsh USA LLC X RENTA C N/A 10,000,000 UB-8P79233A-24-51-R (AZ,MA,WI) 41343 A 10/01/2025 X Travelers Casualty & Surety Company CN102147003-RAM--24/25 1,000,000 25674 ... NYC-009196547-33 10/01/2024 X INCL 10/16/2024 10/01/2025 '''''''''''$500K LIMIT / $500K SIR''''''''''' 10 N/A 10/01/2025 NOC60 1,000,000 X 1,000,000 1,000,000 B 10/01/2025 10/01/2024 19038 TC2J-CAP-7440L34A-TIL-24 100,000 10/01/2024 UB-8P83929A-24-51-K (AOS) TWXJUB-7440L338-TIL-24 (OH) X 1,000,000 SEE ATTACHED RE: JOB NO. N/A 1000 DEERFIELD PARKWAY SIEMENS INDUSTRY, INC. BUFFALO GROVE, IL 60089-4513 1,000,000 HDI Global Insurance Company X 445 SOUTH STREET MARSH USA, LLC. MORRISTOWN, NJ 07960-6454 GLD1110116 Travelers Property Casualty Co. of America N PO BOX 8181 HILLSBOROUGH, NC 27278 ORANGE COUNTY ATTN: RISK MANAGEMENT 10/01/2024 B 2,000,000 X X 10/01/2025 Docusign Envelope ID: 5F68D13E-7D54-4A62-A443-4829C4B9AEF0Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8 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: MARSH USA, LLC. �� EXTENT THAT A CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY, INC. OR ITS SUBCONTRACTORS WITH RESPECT TO ALL OPERATIONS OF THE CONTRIBUTORY INSURANCE TO THE�� ORANGE COUNTY, ITS OFFICERS, OFFICIAL AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL �� LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NON- LIABILITY AND AUTOMOBILE�� �� �� �� �� �� �� �� WAIVER OF SUBROGATION IS EFFECTUAL WHERE REQUIRED BY WRITTEN CONTRACT. �� �� INSURED BUT ONLY WITH�� �� �� �� �� �� �� 2 Morristown Certificate of Liability Insurance �� �� �� �� IF THESE POLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO �� �� �� �� �� �� �� RESPECT TO ALL WORK PERFORMED BY AND ON BEHALF OF THE NAMED INSURED, SIEMENS INDUSTRY, INC. FOR CERTIFICATE HOLDER UNDER CONTRACT. �� THE CERTIFICATE HOLDER UP�� �� �� �� �� 25 �� RE: JOB NO. N/A�� �� �� UMBRELLA IS FOLLOW FORM OF PRIMARY SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. �� �� 1000 DEERFIELD PARKWAY��SIEMENS INDUSTRY, INC.�� �� BUFFALO GROVE,IL 60089-4513�� �� TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT, WHICHEVER IS LESS. �� �� 2 CN102147003 �� �� �� �� Docusign Envelope ID: 5F68D13E-7D54-4A62-A443-4829C4B9AEF0Docusign Envelope ID: E304BB4D-1B71-4BD0-AE1E-746F35B4C7A8