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(d) Furnish SIEMENSMth all available information pentlnenttm the Services:
<br />(e) Obtain and furnish to SIEMENS all apPrOVals. permits and consents from
<br />government authorities and others as may be required for performance of the
<br />Services except for those SIEMENS has expressly agreed in writing to obtain:
<br />(f) Maintain the Services site in a safe condition; notify SIEMENS promptly
<br />of any site conditions requiring special care; and Provide SIEMENS with any
<br />available documents describing the quantity. nature. location and extent of such
<br />conditions;
<br />(g) Comply with all laws and provide any notices required to be given to any
<br />government authorities in connection with the Services, except such notices
<br />SIEMENS has expressly agreed in this Agreement to give;
<br />(h) Provide SIEMENS with Material Safety Data Sheets (MSDS) conforming
<br />to OSHA requirements related to all Hazardous Materials at the site which may
<br />impact the services:
<br />(i) Furnish to SIEMENS any contingency plans related to the site
<br />1) Fumtsn the specified operating environment. including without limitation.
<br />suitable, clean, stable. property conditioned electrical power and other utilities:
<br />(k) Maintain all Covered Equipment in good woridng order in compliance with
<br />al applicable laws and service, repair and replace all Covered Equipment as
<br />necessary; and.
<br />(1) Perform inspections and tests as indicated in the Life Safety System
<br />Logbook and record same in the Life Safety System logbook.
<br />4.2 Customer acknowledges that Me technical and pricing information herainis
<br />proprietary to SIEMENS and agrees not to disclose o otherwise make it
<br />available to others.
<br />4.3 Customer acknowledges that it is now and shall be at al times in control of
<br />the Services site. SIEMENS shall not have any responsibility, duty or authority
<br />to direct, supervise or oversee any employees or contractors of Customer or
<br />their work or to provide the means, methods or sequence of their work or to
<br />stop their work. SIEMENS' work and/or presence at a site all not relieve
<br />others of their responsibility to Customer or to others. Except as expressty
<br />provided herein. SIEMENS is not responsible for the adequacy of the health,
<br />safety or security programs or precautions related to Customer's or it other
<br />contractors activities or operations; the work of any other person or enbry: or
<br />Customers site conditions. SIEMENS is not responsible for inspecting,
<br />observing, reporting or correcting health or safety conditions or deficiencies of
<br />Customer or others at Customers site. So as not to discourage SIEMENS
<br />from volur ally addressing such issues, in Me event SIEMENS does make
<br />observations, reports. suggestions or Othervvise regarding such issues,
<br />SIEMENS shall not be liable or responsible for same.
<br />4.4 Except as expressly stated in this Agreement, Customer is solely
<br />responsible for any removal. replacement o refinishing of the building structure
<br />or finishes that may be required to perform or gain access to the Services.
<br />4.5 Customer alone shad ad to Prated life and property from the time a partial
<br />or full system failure occurs until SIEMENS notifies Customer that such system
<br />is operational or roe emergency has been cleared. Customers actions ship
<br />include all epproptlale interim safety precautions (such as a manual "fire
<br />watch9. SIEMENS shall have w obligation to provide guards, fire watch
<br />personnel. W other services following a system false. except Services as are
<br />specifically provided for in this Agreement.
<br />4.6 Customer shell rat attach to the system or Covered Equipment any device
<br />that interferes with the Services or the proper operation of the system or
<br />Covered Equipment.
<br />Artlche 5. Compensation
<br />5.1 Annual Fee(si shall be adjusted for each year after the final year of the
<br />Initial Term pursuant to the agreed Price Adjustment hereto and incorporated
<br />herein. Unless otherwise agreed in writing, ills Agreement is not cancelable
<br />and the annual fee is not refundable except as provided herein.
<br />52 payments to be made under tts Agreement wg proved for, and be in
<br />consideration of, oty Services speci6cally, iincluded ender the Proposed Saudi Al
<br />ether SeMces, including bit rid meted to Oro fdlawing, shell be uPargay riled or
<br />exchanged on a time sixf materials basis: (a) emergency Services performed at
<br />Customers regest, 0 Inspection does rid reveal any deficiency covered by the
<br />Agreement th) Services performed other than dog SIEMENS' normal wCh"
<br />Nouns: and(q Serves pedomedonee pmentnot coveredby MSAgmamnd.
<br />5-3 SIEMENS shall invoice Customer as provided in this Agreement, or if not
<br />expmssy provided. then on an annual basis prior to the Start Date and annually
<br />thereafter on the anrxversary of such Start Date. Invoices are due and payable
<br />net cash upon receipt unless Customer has applied and been approved for
<br />credit with SIEMENS, in which case the imalce is payable within 30 calendar
<br />days of receipt by Customer or as otherwise set forth in this Agreement. If any
<br />in
<br />payment is not received when due, SIEMENS may deem customer to be
<br />breach hereof and may enforce any remedies available to it hereunder or at
<br />law, inducing without limitation, acceleration of payments and suspension 0
<br />termination of Services at any time and without notice, and shall be entitled to
<br />compensation for Services previously performed and costs reasonably ixunetl
<br />in connection with the suspension or termination. In the event that any payment
<br />due hereunder is not paid when due. Customer agreest to pay, upon demand
<br />as a late charge. one and one-half percent 11 5%) of the amount of the payment
<br />per month. linked by the maximum rate permitted by law of each overdue
<br />Siemens Industry, Inc., Building Technologies Division
<br />amount under this Agreement. Customer shall reimburse SIEMENS' costs and
<br />expenses including reasonable attorneys' and witnesses' fees) incurred for
<br />collection under INS Agreement. If Customer disputes any portion or al of an
<br />irrvoce. it shall rally SIEMENS in writing of the amount in dispute and the
<br />reason for its disagreement within 21 days of receipt of the invoice. The
<br />undisputed portion shell be paid when due, and interest on any unpaid potion
<br />shell accrue as aforesaid. from the date due until paid, to the extent that such
<br />amounts are finely determined to be payable to SIEMENS.
<br />5A Except to the extent expressly agreed in this Agreement. SIEMENS' fees
<br />do not include any taxes, excises, fees. duties, permits o other government
<br />charges related to the SeMces. Customer shall pay such amounts or reimburse
<br />SIEMENS for any Amounts it pays. If Customer claims a lax exemption or
<br />direct payment permit. it shall provide SIEMENS with a valid exemption
<br />cri ifcale o permit and indemnify, defend and hold SIEMENS families from
<br />any taxes, costs and penalties arising out of same.
<br />5.5 Unless agreed otherwise, the pricing for each year after the Initial Term of
<br />the Agreement and each year of each rerei of the Agreement shall be
<br />determined as the immediate prior year price Pius a Free escalator based upon
<br />the U S. Department of Labor, Bureau of Labor Stabsitcs Urban Consumer
<br />Price It Urban Consumers U.S. All items, 1982- 1984=100 ('CPI-U').
<br />In addition, each renewal term pricing shall be adjusted for any additions or
<br />deletions to Services selected for the renewal lam. The price escalator shag be
<br />the latest semi-annual CPI-U identified above published prior to each annual
<br />anniversary. This escalator shall be applicable to each annual term. whether a
<br />renewal term our an annual term after the first year of the Initial Tenn.
<br />Article 6. Charges; Delays; Excused Performance
<br />6.1 As the Services are performed, conditions may charge or circumstances
<br />Outside SIEMENS' reasonable control (such as changes of law) may develop
<br />which require SIEMENS to expand additional costs. effort or time to complete
<br />the Services, in which case SIEMENS shat notify Customer and an equitable
<br />arQustment made to the compensation and time for performance. In the evert
<br />conditions or circunSences require Services to be suspended or terminated,
<br />SIEMENS shall be compensated for Services performed and for costs
<br />reasonable incurred In connection with the suspension or termination.
<br />6.2 SIEMENS shat not be responsible for loss, delay. Inquiry, damage or
<br />failure of pedomnance that may be caused by circumstances beyond its control,
<br />including but not limited to ads our omissions by Customer or its 0"loyces,
<br />agents or contractors. Acts of God war. crvll commotion, sets or omissions of
<br />government authorities, fire. (hell, corrosion, flood, water damage, lightning.
<br />freeze-ups, strikes, lockouts, differences with workman, dots, explosions,
<br />quarantine restrictions, delays in transportation, or shortage of vehicles. fuel.
<br />labor or materials. In the event of any such circumstances, SIEMENS shag be
<br />excused from performance of the Services and the time for performance shag
<br />be extended by a period equal to the time lost plus a reasonable recovery
<br />peded and Me compensation equitably adjusted to compensate for additional
<br />costs SIEMENS incurs de to such cl¢l amOs.
<br />Article 7. Warranties; Disclaimers; undfbdon of Llah/liry
<br />7.1 Labor in performing the Services is warranted to be free from defects in
<br />workmanship for 90 days after the Services are performed Al labor provided
<br />by SIEMENS hereunder found to be defective and otherwise qualtfying under
<br />this weranty shall be re-performed by SIEMENS. Such re-performance
<br />hereunder shall rot intemipt or prolong the terms of this warranty. In the event
<br />Met any such rcperf smence fails to cure such defects, then Customers
<br />exclusive remedy against SIEMENS for damages from any cause whatsoever,
<br />whether in contract or tort, shall not exceed an amount equal to the limitation set
<br />forth in Section 7.5 herein.
<br />7.2 THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE IS IN LIEU
<br />OF AND EXCLUDES ALL OTHER WARRANTIES, STATUTORY.
<br />EXPRESS. OR IMPLIED. INCLUDING WITHOUT LIMITATION ALL
<br />EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
<br />FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY. OR
<br />WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST
<br />PATENT INFRINGEMENTS OR DEFECTS. WHETHER HIDDEN OR
<br />APPARENT, AND EXPRESS OR IMPLIED WARRANTIES WITH RESPECT
<br />TO COMPLIANCE OF THE COVERED EQUIPMENT WITH THE
<br />REQUIREMENTS OF ANY LAW. REGULATION, SPECIFICATION OR
<br />CONTRACT RELATIVE THERETO, WHICH ARE HEREBY EXPRESSLY
<br />DISCLAIMED.
<br />7.3 Customer hereby, for it and any parties claiming under it. releases and
<br />discharges SIEMENS from any liability ansing out of all hazards covered by
<br />Customers insurance. and all claims against SIEMENS arising out of such
<br />hazards. including any right of subregation by Customers insurance carder, are
<br />hereby waived by Customer.
<br />7.4 ANY IDEAS. SUGGESTIONS, RECOMMENDATIONS, FINANCIAL
<br />EVALUATIONS. FEASIBILITY STUDIES OR ECONOMIC ANALYSIS
<br />PREPARED BY SIEMENS UNDER THIS AGREEMENT WILL REPRESENT
<br />ITS BEST JUDGMENT BASED ON ITS EXPERIENCE AND THE
<br />AVAILABLE INFORMATION. CUSTOMER ACKNOWLEDGES THAT THE
<br />ENERGY MARKET IS VOLATILE AND SUBJECT TO FREQUENT PRICE
<br />Service Only 2009
<br />Siemens Industry, Inc. 9/6/2013 Page 10
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