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1.2 Terms And Conditions
<br />SERVICE TERMS AND CONDITIONS (REV. 10109)
<br />Ankle /: General
<br />1.1 (a) This Agreement constitutes the entire, complete and exclusive
<br />agreement between the parties relating to the sarvice; (-Servai to be
<br />provided by SIEMENS and supersedes ant cancels all pnor proposals,
<br />agreements and understandings, written Or Orel, raising to the subject matter of
<br />this Agreement. Neither parry may assign the Agreement or any rights or
<br />obligations hereunder without the prior written consent of the other except that
<br />either PeM may assign this Agreement to Its affiliates and SIEMENS may
<br />Brent a security interest in the proceeds to be paid to SIEMENS under this
<br />Agreementassign proceeds of the Agreement. and/or use subcontractors in
<br />performance of the Services. The terms and conditions of this Agreement shall
<br />not be modified or rescinded except in writing. with the prior approval of the
<br />legal Departments of SIEMENS and Customer arW signed by duly authorized
<br />officers or managers of SIEMENS and Customer
<br />101 Nothing contained In this Agreement shall be constmed to give any n9Ms
<br />or benefits to anyone other Ben the Customer and SIEMENS without the
<br />express written consent of both parties. Al provisions of this Agreement
<br />allocating respenslblllly or Ilabilty between the parties ,half survive the
<br />completion of the Services and termination of this Agreement.
<br />(c) Certain terms and conditions contained herein may not apply to the Services
<br />to be provided hereunder It is the Intent of the parties, however, that the
<br />interpretation to be given to the terms and Conditions, is to apply a0 terms and
<br />conditions unless deady inapplicable given the type of Services InalUded.
<br />1.2 This Agreement shelf be governed by and enforced in accordance with the
<br />laws of the State of Illinois. Any litigation arising under this Agreement shall be
<br />brought in the State x CommormveaM in which the Services are provided to
<br />Customer. TO THE EXTENT PERMITTED BY LAW. THE PARTIES WAIVE
<br />ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS
<br />AGREEMENT.
<br />1.3 Atte the exphatlor of de Mi Tenn.9is Agr a stet aLt m caly rerewfa
<br />vxes onoyearperiodsbeWnngenI amverswydate Otde IMet Term Ixiess
<br />dated dlerwise ct the Ayeemet.
<br />EiiFa petty may tannWe a amend this AgeertaY et the ad of the Wtinl Tenn
<br />14
<br />or at vie end of a renewal land by gvirg Me offer party at least shay (60) days pna
<br />w RIa NECe of sure, armand ert, pir intent hat to renew
<br />1.5 If, fixing a wtttin W dan ri me, tram of this Agreement. Cus. engages
<br />"SIEMENS employee wNo 1es pManxtl wet Wprthis a any War ageertlelt
<br />between Customer and! SIEMENS. Customer shot pay SIEMENS an amount equal to
<br />the enpt»ee's West small a."
<br />Article 2: Covered Equipment
<br />2.1 'covered equnpnanY shall mean that equipment expressly identified as
<br />System Components in this Agreement The Customer represents that at the
<br />commencement of this Agreement all Covered Equipment is in satisfactory
<br />working condition and complies with all applicators codes.
<br />2.2 If the fire o life safety system is included as part of the Covered
<br />Equipment does rot comply with all applicable codes or if removal of any
<br />Covered Equipment from coverage would compromise or impair the integrity Or
<br />the compliance wth raw of any system or Services. and Customer falls to take
<br />corrective action, than SIEMENS may terminate this Agreement without further
<br />obligation and retain all motes received pursuant to this Agreement.
<br />2.3 Alf testing and inspection of any Covered Equipment provided for in this
<br />Agreement will be performed at the time add place ant in the manner deemed
<br />appropriate by SIEMENS, in accordance with applicable law and the
<br />requirements of than current National Fire Protection Association b°NPPA1
<br />guidelines if applicable, and other relevant standards. Customer is solely
<br />responsible for. and hereby indemnifies and holds SIEMENS harmless from
<br />and against, any lability arising from Customers specification of a testing
<br />schedule Other than then current NFPA or other applicable standards or laws.
<br />2A If the Covered Equipment is altered or moved by any person, including
<br />Customer, other than SIEMENS or a person authorized by It, Customer shell
<br />Immediately notify SIEMENS in waiting, and SIEMENS reserves the right to
<br />Perform a reacceptance test on, Or If necessary, a recommissioning of the
<br />system at Customers expense. Reacceptance tests will be performed in
<br />accordance with than current NFPA or other applicable requirements, and
<br />charged on a time and materials basis.
<br />Ankle 3: Services by SIEMENS
<br />3.1 SIEMENS shall only perform the Services identified in this Agreement.
<br />3.2 SIEMENS shall have no [lability or obligation to continue providing
<br />Services in the event Customer fails to (a) authorize a reaccepance test or
<br />recommissioning that SIEMENS reasonably deems necessary; (b) notify
<br />SIEMENS Of any modifications or changes to the Covered Equipment or
<br />unusual or materially changed operating conditions. hours of usage. system
<br />malfunctions or building alterations that may affect the Services (c) PrOVIdether
<br />access to any site where Services are to be performed: or (d) Operate, service
<br />Or maintain the Covered Equipment in accordance with manufacturers or
<br />supplier's indmdions or this Agreement. Aker any of me aforesaid events
<br />SIEMENS may terminate or suspend services under this Agreement
<br />immediately, upon giving notice to Customer.
<br />3.3 Any repairs and replacements of Covered Equipment as maybe expressly
<br />Siemens Industry, Inc., Building Technologies Division
<br />included in the Services are limited to restoring the proper working condition of
<br />such Covered Equipment. SIEMENS will not he obligated to provide
<br />replacement Covered Equipment that represents significant capital
<br />Improvement compared to the original. Exchanged or removed components
<br />became the property of SIEMENS. except Hazardous Materials, which under
<br />al circumstances remain the property and responsibility of Customer.
<br />3.4 Unless agreed otherwise, Services do not include and SIEMENS is not
<br />responsible fair (a): list semce or provision of consumable supplies, including
<br />but not limited to baltan is and helon cylinder charging (b) reinstallation or
<br />relocation of Covered Equipment. (c) painting or refinishing of Covered
<br />Equipment or surrounding surfaces. (d) changes to Services: (e) Perts.
<br />accessories, attachments or other devices added to Covered Equipment bid
<br />not furnished by SIEMENS (D failure to community provide suitable Operating
<br />enviroomant Inducing, but no lirsted to, adequate space. ventilation, electrical
<br />power and protection from the elemeMsl or (g) the removal at reinstallation of
<br />replacement valves, dampers, wategow switches, venting or draining systems.
<br />SIEMENS Is not responsible for services performed on any Covered
<br />Equipment Other then by SIEMENS or its agents.
<br />15 The Services shall be performed in a manner consistent with the degree of
<br />care and skill ordnany exercised by persons performing the same or similar
<br />Semces in the same locale under similar circumstances and conditions.
<br />3.6 SIEMENS shall perform toe Services during its local, normal working
<br />hours, unless otherwise stated in this Agreement.
<br />3.7 SIEMENS is not nequired to condi d safety or other tests, Install or
<br />maintain any devices or equipment or make modifications or upgrades to any
<br />equipment beyond the scope of this Agreement. Any request to change the
<br />scope or the nature of the Services must be in the form of a mutually agreed
<br />change order, effective only when executed by all partles hereto.
<br />3.8 At reports and admings specifically prepared for and deliverable to
<br />Customer pursuant to this Agreement (*Oeliverabss') shall become Customers
<br />property upon full payment W SIEMENS. SIEMENS may retain file copies of
<br />such Deliverables. All other reports. notes, calculations, date, drawings.
<br />estimates, specifications, manuals, Other documents and all computer
<br />programs, codes and computerized marshals prepared by or for SIEMENS are
<br />instruments of SIEMENS' work ('Instruments) and shall remain SIEMENS
<br />property . Siemens conveys no sparse to software unless Otherwise expressly
<br />provided in this Agreement. All Deliverables and Instruments provided to
<br />Customer are for Permitted Users' use only for the purposes disclosed to
<br />SIEMENS, and Customer shell not transfer them to others or use them a
<br />permit them to be used for any extension of the Services or any other purpose,
<br />without SIEMENS' express written consent. Afey, reuse of Delverebles a
<br />Instruments for other projects or locations without the written consent of
<br />SIEMENS, p use by an y party other win Permitted Users, will be at parmined
<br />Users' sole risk and without liability to SIEMENS: and, in addition to any other
<br />nghts SIEMENS may have. Customer shall indemnity, defend and hold
<br />SIEMENS harmless from any claims, losses or damages ending therefrom.
<br />3.9 Customer acknowledges that SIEMENS, to ft normal conduct of its
<br />business. may use concepts, skills and know-how developed while performing
<br />other contracts. Customer acknowledges the berlefll which may accrue to it
<br />though this practice, and accordingly agrees that anything In this Agreement
<br />notwithstanding Siemens may continue. without payment of a royalty, this
<br />predicts of using concepts, skids and maw-how developed while performing this
<br />Agreement.
<br />110 Where Sentices inchde energy c0osting any estimates of probable
<br />construction or implementation costs, financial evaluations. feasibility studies of
<br />economic analyses Prepared by SIEMENS. the documents Prepared for the
<br />Customer will represent SIEMENS' best )udgmem based on SIEMENS'
<br />experience and the information reasonably available to SIEMENS at the time
<br />that the Services are perfom ed. Customer sclmowedges that SIEMENS does
<br />not control: (a) the costs of labor, materials, equipment or services fumished by
<br />others, (b) overall market conditions: or. (c) compactors' methods of
<br />determining pnces. Accordingly, Customer acknowledges that proposals, bids
<br />or actual costs may differ from opinions, evaluations or Studies submitted by
<br />SIEMENS as part of the Semces provided hereunder.
<br />3.11 Where Services Include EMC, SIEMENS will have a disaster recovery
<br />plan and a disaster contingency plan.
<br />Arfkk4- Resporu/b/lit/esof Customer
<br />41 Customer, without cost to SIEMENS. shall.
<br />(a) Designate a contact person with authority to make decisions for Customer
<br />regarding the Services and provide SIEMENS with information sufficient to
<br />correct such person to an emergency. if such representative cannot be
<br />reached. any request for Services received from a person located at
<br />Customer's site will be deemed authorized by Customer. and SIEMENS MR. in
<br />its reasonable discretion, ad accordingly;
<br />(b) Provide or orange without cost all reasonable provisions, means and
<br />access for SIEMENS to airy site and the equipmera wnere Services are to be
<br />performed:
<br />(c) Permit SIEMENS to control and/or operate all controls. systems.
<br />apparatus, equipment and machinery necessary to perform me Services,
<br />Sxn cli Only 2009
<br />Siemens Industry, Inc. 9/6/2013 Page 9
<br />25H-21
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