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2026-140-E-AMS-Siemens Industry-Passmore Center - Install ADA Device
Revised 01/24 1 [Departmental Use Only] TITLE Passmore FA Device FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 20th day of April, 2026, (“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): Fire Alarm Services to install fire alarm device. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the 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. Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Revised 01/24 2 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, or addenda. 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: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Jerry M. Passmore Center - Siemens will provide additional fire alarm coverage for the Passmore Fire Alarm Modernization Project, including the furnishing and installation of one (1) ASA smoke detector. The scope is based on the owner's representative site walk and assumes a soft turnkey delivery. Siemens will obtain and manage all required fire alarm permits, reviews, inspections, and final AHJ testing. No additional devices beyond the one (1) ASA smoke detector are included. 4. Duration of Services a. Term. The term of this Agreement shall be from April 18, 2026 to July 31, 2026. 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 April 18, 2026. 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 Nine Thousand Eight Hundred Eighteen Dollars and Sixty Seven Cents Dollars ($9,818.67). 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 (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 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Revised 01/24 4 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 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 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Revised 01/24 5 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 it s 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Revised 01/24 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 Orange County 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: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Revised 01/24 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:A. Barnes Siemens Industry, Inc P.O. Box 8181 11000 Regency Parkway Hillsborough, NC 27278 Cary, NC 27518 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Revised 01/24 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, County Manager By: __________________________________ Brian Evans, General Manager Printed Name and Title Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E 4/13/2026 Area FBAJosh Bregier 4/15/2026 4/22/2026 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Siemens Industry, Inc. Vendor Contact Person: Nelson Ciuffardi (nelson.ciuffardi@siemens.com) Phone: 984.389.5833 Address: 11000 Regency Parkway City Cary State: NC Zip: 27516 Department: AMS Amount: $9,818.67 Purpose: Passmore Center - Install ADA Device Budget Code(s): 61370035-800000-11006 Vendor # 53325 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 04/18/2026 End Date July 31, 2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS 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: 11006) 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. This agreement is approved as to technical form and content. 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: FC5AC362-D76A-86D2-8030-754F9DE8BF6E 4/15/2026 4/17/2026 4/20/2026 4/22/2026 PROPOSAL Fire Alarm Enhancement PREPARED BY Siemens Industry, Inc. ("Siemens") PREPARED FOR ORANGE COUNTY ASSET MANAGEMENT SERVICES DELIVERED ON April 07, 2026 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Table of Contents SIEMENS PROPOSAL .......................................................................................................3 Contact Information ..............................................................................................3 Scope of Work .......................................................................................................4 Inclusions ..............................................................................................................5 Exclusions .............................................................................................................7 Sell Price ................................................................................................................9 Payment Terms ....................................................................................................10 TERMS OF SALE ............................................................................................................11 Siemens Terms of Sale (STS)...............................................................................11 Signature Page .............................................................................................................12 Signature Page ....................................................................................................12 Page 2 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Proposal #:10529756 Date:April 07, 2026 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: 103 Meadowlands Dr, Hillsborough, NC 27278 8a9d420c-70aa-46b3-b91d-2bdb3bccd8c9 Page 3 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Scope of Work Siemens will provide additional fire alarm coverage for the Passmore Fire Alarm Modernization Project, including the furnishing and installation of one (1) ASA smoke detector. The scope is based on the owner's representative site walk and assumes a soft turnkey delivery. Siemens will obtain and manage all required fire alarm permits, reviews, inspections, and final AHJ testing. No additional devices beyond the one (1) ASA smoke detector are included. Page 4 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Inclusions Inclusions and Clarifications •Pricing includes freight and standard ground delivery to the jobsite. •Material pricing is valid for the tentative project schedule. •Equipment will be invoiced upon shipment; installation labor will be invoiced as work progresses. •Pricing is subject to adjustment for new or modified taxes, duties, or tariffs imposed by governing authorities. Project Scope and Assumptions •Scope is based on the owner's representative site walk. •Siemens will provide a soft turnkey solution, including fire alarm permits, reviews, and inspection fees. •No additional devices are included beyond one (1) ASA smoke detector. Engineering and Submittals •One (1) submittal set, construction set, and as-built set will be provided. •Approved and electronic stamped as-builts will be provided upon project completion. •Submittals may require 4–6 weeks for AHJ approval. •Engineering and permitting will begin upon receipt of a Purchase Order or signed contract. Equipment, Labor, and Warranty •Pricing includes a one (1) year warranty on Siemens equipment. •Work to be performed during normal business hours (Mon–Fri, 8:00 AM–4:00 PM). •Labor includes programming, commissioning, testing, and system verification. •Continuous site access and Owner coordination are required. Project Management •Project management begins upon receipt of Purchase Order. •Includes limited onsite visits, coordination, and participation in one (1) final AHJ test. •Assumes a single-phase project with a duration not exceeding one (1) month. Electrical Installation •Includes new cabling, J-hooks, and installation of one (1) ASA smoke detector per code. •Assumes reuse of existing fire alarm wiring and devices in good working condition. •Excludes concrete work, penetrations, and waterproofing. •Electrical back boxes to be provided by electrical contractor. Closeout •Fire alarm permit costs are included. •A closeout meeting will be held at beneficial use to review final labeling, graphics, and approved Page 5 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E personnel. Page 6 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Exclusions Costs and Exclusions The following items are excluded from Siemens' scope and pricing unless expressly stated otherwise: Commercial & Regulatory •Sales tax, unless Siemens receives a completed NCDOR E589CI (NC Affidavit of Capital Expenditures) •Building or construction permits and associated fees not specific to fire alarm permitting •Liquidated damages •Project-specific aggregate general liability or special insurance requirements •Certified payroll or prevailing wage requirements •Professional Engineer (P.E.) stamp costs •Any third-party testing, walk-throughs, sign-offs, or certifications Project Conditions & Delays •Schedule acceleration, unplanned phasing, additional mobilizations, or delays caused by others •Additional testing or labor due to access or scheduling constraints •Working in hazardous material areas, including asbestos-related work and filings •Fire Watch or temporary life safety measures during system impairment Labor & Construction •Overtime, weekend, or holiday labor •Demolition or general construction work, including ceiling, wall, drywall, patching, painting, coring, trenching, concrete, roofing, or waterproofing •Electrical, mechanical, HVAC, plumbing, sprinkler, elevator, or general contractor work not explicitly included •Access doors, hatches, or panels required for device access •Connections to fire sprinkler components not shown on drawings or specifications Equipment & Materials •Fire stopping, fire caulking, scaffolding, lifts, or specialty access equipment •UL placards •Consumables (including batteries or agent recharging) •Relocation, reinstallation, repainting, or refinishing of equipment •Parts, accessories, or devices not furnished by Siemens System & Existing Conditions •Correction of existing defects, deficiencies, or code violations •Latent equipment defects not discoverable through standard services •Work involving valves, dampers, waterflow/tamper switches, airflow stations, venting, or permanently mounted piping or ductwork •Services on equipment not installed or serviced by Siemens Page 7 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E •Failure by others to maintain suitable operating conditions (space, power, ventilation, environmental protection) Change Orders •Payment terms do not apply to scope changes, which will be addressed via formal change orders. Page 8 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Sell Price Total Quote Price $9,818.67* This price is firm for 30 days from the date of this proposal. *Siemens reserves the right to adjust prices to reflect the impact of any new or modified taxes, duties, tariffs, or equivalent measures, whether direct or indirect, imposed by any U.S. or foreign governmental authority that are applicable to our offering, including any hardware, software, or service components contained therein. Page 9 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Payment Terms Payment Terms Acceptance Agreement The total price of:$9,818.67 and the estimated return on investment are based on the items outlined in this proposal.ANY STATEMENTS MADE HEREIN REGARDING SAVINGS THAT MAY BE ACHIEVED BY IMPLEMENTING THE SERVICES OFFERED IN THIS PROPOSAL ARE ESTIMATES ONLY. NO WARRANTY, EITHER EXPRESSED OR IMPLIED, SHALL BE CONSTRUED TO ARISE FROM SUCH STATEMENTS, NOR SHALL SUCH STATEMENTS BE CONSTRUED AS CONSTITUTING A GUARANTEE BY SIEMENS THAT SUCH SAVINGS WILL OCCUR IF THE SERVICES ARE IMPLEMENTED. The Buyer acknowledges that when accepted by the Buyer as proposed by Siemens Industry, Inc., this Proposal and the Siemens Buildings Projects Business Standard Terms and Conditions, (together with any other documents incorporated into the forgoing) 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 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. Proposal is valid for thirty (30) days from the delivery date of April 07, 2026. Payment is due within 30 days of invoice date. Payment Terms: 25% mobilization in advance, progress payments Total:$9,818.67 Siemens Industry, Inc. invoices paid by credit card may be subject to a surcharge of up to 2%. Page 10 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Siemens Terms of Sale (STS) Terms of Sale (Click to download) Base Terms (United States) Buyer agrees that Siemens shall be authorized, at its discretion and without consent, to utilize any of its world-wide affiliates to perform (subcontract) work under this Agreement. (Buyer agrees that) Buyer's data may be viewed or accessed from outside the United States by Siemens world-wide affiliates.Buyer data may be stored and/or accessed in the United States or other countries in which Siemens or our (subcontract) affiliates operate. Price Escalation.If, during the term of this Contract, the price of various materials or labor or logistics are increased as reflected by CRU/IHS Markit/CMAI/COMEX market index, then Siemens may increase the Contract Sum or apply a surcharge to Customer accordingly. To the extent applicable, the following Supplements are incorporated and made part of the Siemens Terms of Sale: Click on supplement(s) below to read/download Solutions Supplemental Terms Hardware Supplemental Terms The order of precedence is stated in the Base Terms (United States). To the extent the Offerings are purchased through an existing master or frame agreement, the terms and conditions of that agreement shall apply instead of the Siemens Terms of Sale. Siemens reserves the right to adjust prices to reflect the impact of any new or modified taxes, duties, tariffs, or equivalent measures, whether direct or indirect, imposed by any U.S. or foreign governmental authority that are applicable to the Offerings, including any hardware, software, or service components contained therein. Siemens is entitled to amend these terms and conditions at any time without prior notice.Previous and Retired versions of Base Terms & Supplemental Terms can be found here:www.siemens.com/terms-of-sale Page 11 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E Signature Page Proposed by:Accepted by: Siemens Industry, Inc. ______________________________________ Company ORANGE COUNTY ASSET MANAGEMENT SERVICES _____________________________________ Company Nelson Ciuffardi ______________________________________ Name _____________________________________ Name (Printed) 10529756 ______________________________________ Proposal # _____________________________________ Signature $9,818.67 ______________________________________ Proposal Amount _____________________________________ Title April 07, 2026 ______________________________________ Date _____________________________________ Date _____________________________________ Purchase Order #⬜PO for billing/pmnt only ⬜PO not required Page 12 of 12 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E 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 10/01/2025 N/A 4433 of Marsh USA LLC X RENTA D 19038 N/A 10,000,000 UB-8P79233A-25-51-R (AZ, MA, WI) 16535 A 10/01/2026 X N/A CN102147003-RAM--25/26 1,000,000 25674 ... NYC-009196547-34 10/01/2025 X INCL 11/10/2025 10/01/2026 '''''''''''$500K LIMIT / $500K SIR''''''''''' 13 N/A 10/01/2026 NOC60 1,000,000 X 1,000,000 1,000,000 B NewYork.Certs@marsh.com 10/01/2026 10/01/2025 N/A TC2J-CAP-7440L34A-TIL-25 100,000 10/01/2025 UB-8P83929A-25-51-K (AOS) TWXJ-UB-7440L338-TIL-25 (OH) X 1,000,000 SEE ATTACHED RE: JOB NO. N/A Travelers Casualty & Surety Company 1000 DEERFIELD PARKWAY SIEMENS INDUSTRY, INC. BUFFALO GROVE, IL 60089-4513 1,000,000 Zurich American Insurance Company X 445 SOUTH STREET MARSH USA, LLC. MORRISTOWN, NJ 07960-6454 GLO0444023-00 Travelers Property Casualty Co. of America N PO BOX 8181 HILLSBOROUGH, NC 27278 ORANGE COUNTY ATTN: RISK MANAGEMENT 10/01/2025 B 2,000,000 X X 10/01/2026 Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E 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. �� �� RESPECT TO ALL WORK PERFORMED BY AND ON BEHALF OF THE NAMED INSURED, SIEMENS INDUSTRY, INC. FOR CERTIFICATE HOLDER UNDER CONTRACT. �� ORANGE COUNTY, ITS OFFICERS, OFFICIAL AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND AUTOMOBILE�� �� 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�� LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NON-CONTRIBUTORY INSURANCE TO THE�� �� �� �� �� �� �� �� �� �� WAIVER OF SUBROGATION IS EFFECTUAL WHERE REQUIRED BY WRITTEN CONTRACT. �� �� �� �� �� �� �� 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 THE CERTIFICATE HOLDER UP�� �� �� �� �� �� �� �� �� �� �� �� 25 �� RE: JOB NO. N/A�� �� �� TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT, WHICHEVER IS LESS. �� UMBRELLA IS FOLLOW FORM OF PRIMARY SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. �� 1000 DEERFIELD PARKWAY��SIEMENS INDUSTRY, INC.�� �� BUFFALO GROVE,IL 60089-4513�� �� �� �� 2 CN102147003 �� �� �� �� Docusign Envelope ID: FC5AC362-D76A-86D2-8030-754F9DE8BF6E