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AND REGULATORY CHANGES. THEREFORE. CUSTOMER FURTHER REDUCTIONS THAT MAY BE AVAILABLE TO CUSTOMER. FURTHER.
<br />ACKNOWLEDGES THAT SIEMENS DOES NOT CONTROL FUTURE CUSTOMER HEREBY RELEASES SIEMENS FROM ANY AND ALL
<br />MARKET CONDITIONS OR THE ENERGY MARKET'S REGULATORY LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM
<br />ENERGY MARKET INCENTIVE OR ENERGY// FUEL COST REDUCTION TOHATCOULDENANV
<br />CLIMATE. CUSTOMER NOTHING AS A PREDICTION SHALL OF FUTURE CONSTRUED
<br />CONDITIONS OR ENERGY PRICES. ACCORDINGLY, SIEMENS DOES WAY BE OBTAINED BY CUSTOMER.
<br />NOT PROVIDE CUSTOMER A GUARANTYOR WARRANTY OF THE Ardele9: Hazardous Matenals Pro"/sons
<br />RESULTS OF SIEMENS' RECOMMENDATIONS. CUSTOMER 9.1 The Services does not tmuce directly orindirecty performing or arranging
<br />MAKESANY AND ALL ENERGY PROCUREMENT AND RELATED for the detection. monitoring, handling, storage, removal, transportation,
<br />DECISIONS. CUSTOMER ACKNOWLEDGES THAT ALL ENERGY disposal or treatment of oil or Hazardous Materials. Except as disclosed
<br />PROCUREMENT AND RELATED DECISIONS ARE MADE AT THE pursuant to this Article, Customer represents that, to its best knowledge. there is
<br />CUSTOMER'S SOLE RISK. no asbestos or any Other hazardous or toxic matenatc, as defined in the
<br />7.5 WITH RESPECT TO ANY LIABILITY (WARRANTY OR OTHERWISE) Comprehensive Environmental Response. Compensation and Liability Act of
<br />THAT SIEMENS MAY HAVE UNDER THE AGREEMENT, IN NO EVENT 1980, as amended. the regulations promulgated thereunder, and other
<br />SHALL SIEMENS BE LIABLE (INCLUDING WITHOUT LIMITATION. UNDER applicable federal. state or local law ("Hazardous Materials'). present at
<br />ANY THEORY IN TORTS) FOR ANY LOSS OF USE. REVENUE. Customer's Sites wlxere the Services are perfumed- SIEMENS wig notify
<br />ANTICIPATED PROFITS OR SPECIAL, INDIRECT. INCIDENTAL OR Customer immediately it it discovers or suspects the presence of any
<br />CONSEOUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST Hazartlous Material AN Services have been priced and agreed to by SIEMENS
<br />PROFITS AND/OR LOST BUSINESS OPPORTUNITIES) ARISING OUT OF in reliance on Customer's representations as set forth in this Article. The
<br />OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES presence of Hazardous Matenals constitutes a change in this Agreement
<br />WHETHER ARISING IN WARRANTY, TORT. CONTRACT STRICT whose terms must be agreed upon by SIEMENS before Its obligations
<br />LIABILITY, OR ANY OTHER THEORY OF LIABILITY. WHETHER, FOR hereunder shalt continue.
<br />WARRANTY. LATE OR NON-DELNERY OF ANY SERVICES. AND 9.2 Customer is solely responsible for testing. abating. encapsulating,
<br />WHETHER SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF removing, remedying or neutralizing such Hazardous Materials, and for the
<br />SUCH DAMAGES: and, in any event, SIEMENS' aggregate liability for any and costs thereof. Customer is responsible for the Proper disposal of all Hazardous
<br />ag claims, losses or expenses (Including attorneys fees) arising out of INS Materials and Oil that at any time are present at the SeMces site in accordance
<br />Agreement, or out of any Services furnished under this Agreement, whether with al applicable federal, state, and local laws, regulations, and ordinances.
<br />based in contract, negligence. smct liability, agency. wenar y, trespass, Even if change order has been entered into pursuant to this Article, SIEMENS
<br />indemnity or any Other theory of facility, shall be limited. as liquidated damages, shall have the right to stop the Services until the site is free from Hazardous
<br />to the greater of $1,W0 Of 10% of the total compensation received by Materials. In such event, SIEMENS shag receive an equitable extension of time
<br />SIEMENS from Customer under this Agreement. SIEMENS reserves the right to complete the Services. and compensation for delays caused by Hazardous
<br />to control the defeme and settlement or any claim for which SIEMENS has an Matenals remedaton. In no event shall SIEMENS be required or contmed to
<br />Obligation under the warranty hereunder. The parties acknowledge that the once take title, ownership or responsibllity for such Oil or Hazardous Materials.
<br />wtich SIEMENS has agreed to perform its Services and obagalions under this Customer shag sign any required waste manifests in conformance with all
<br />Agreement is calculated based upon the foregoing imitations of liability, and government regulations, listing Customer as the generator of the waste.
<br />that SIEMENS has expressly relent on, and would not have entered into this 9.7 Customer warrants that, prior to the axewtion of this Agreement, It shall
<br />Agreement but for such imitations of liability nottly SIEMENS in writing of any anal all Hazardous Materials which to
<br />7.6 it Is understood and agreed by and beheeen the pates that SIEMENS Is Customers best knowedge are present, potentially present or likely to become
<br />not an insurer and this Agreement is nor intended to be an insuance policy, or a Present at the Services Site and shag provide a copy of any site safety policies,
<br />substil le for an insurance policy. Insurance, if any, shall be obtained by including but not limited to lack-out and tag procedures, chemical hygiene plan,
<br />Customer. Fees are based saley upon the value of the Services, and are MSDSs or Other items required to be disclosed or maintained by federal. state,
<br />unrelated to the value of Customers Property or the property of others Pn or local laws, regulations or ordinances.
<br />Customers Premises. 9.4 Customer shag Ndemniy, defend and hold SIEMENS numnless from and
<br />AnbleS. LJIWW as o/MWdananrc Serv¢ oall wa against any damages. losses. costs. liabilities or expenses (Including attorneys'
<br />8.1 SIEMENS will not nd responsible for la menterence, repair or replacement cf. fees) arising out of any Oil or Hazardous Materials or from Customers breach
<br />or Services necessgated by reason of (a) nor-maintainable, rwrfepiaceate a of, or fath:re to perform its obligations under this ANcle.
<br />obsolete pads of the Equipment, ircidng but not IrtSed to ductwork slat and ties. Article 10: Import/Export Indemnity
<br />hent exchangers, =its," cabinets,casings, refri materiel, electrical wimp. water 10.1 Customer acknowledges that SIEMENS is required to comply with
<br />and paurgtlc piping structural suppori contng tower H, slats and beans, etc, bless applicable export laws and regulations raising to the sale, exportation, transfer,
<br />otherwise spnlgc ly Signed herein: or (b) negligence, abuse, nisise. Improper or assignment, disposal and usage of la Cowed Equipment a Servkes
<br />Inadequate repairs or rtgdflatias. inpraxr operator, lack of operate rrlartemaxe provided under the Contract, including any export license regwremants,
<br />or slug, leilae lo comply win meMechnes operating and environmental requirements, Customer agrees that such Cowart Equipment a Services shall not at any
<br />Alts ofGod, aothe reasons beyodilscatrcl. SIEMENS assuersrromspaaibilry, ltime directly or indirectly be used, exported. add transferred, assigned or
<br />or any service petaned m any, Covered Egiprnent other than by SIEMENS or Is otherwise disposed or in a manner which wig result in ran-complance wain such
<br />agents. applicable export hews and regulations. It shall be a condition of the continuing
<br />82 SIEMENS shel lwt be respondeb for loss, decay, kguy ad W the maybe performance by SIEMENS of is obligations hereunder that compliance with
<br />caused by tlrturdences beyond IS catrd, ncidng bug not restricted to acts a such export laws and regulations be maintained at all times. CUSTOMER
<br />arusaiars by Customer or its employees or agents. Ads of God. war, evil commotion. AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY
<br />ads of government, fire, gal, common, gout `cater damage, lightning. freeze-ups, AND ALL COSTS. LIABILITIES. PENALTIES, SANCTIONS AND FINES
<br />cartMer vinces, program a system hackers, strikes, bdwuts, drteremi with RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS
<br />wpamen, nor, explosions, quarantine, reshchors, delays in hempdrtation, a shotage AND REGULATIONS.
<br />of vandea, Il bbM a materials. Arlk/efi: Small BUs(MSSCprreem
<br />8.] SIEMENS is =m able fa repahs, replacemensasenices iD EgulpTad 11.1 SIEMENS shall adhere to FAR 52.219-8 regarding the 'Utilization of Small
<br />due o corrosion. erosion, Improper or inadequate water treatment by ogans. eledroytic Business Concerns', as pad of its Commercial Small Business Subcontracting
<br />a chormcal action, or mesas beyond IS measaeble COrxtrd. Agreement with the federal government SIEMENS' policy Is to offer smatl
<br />84 SIEMENS ShelrM be rnspmadeforlha rensvel orrnmlalatmd replacement business concerns, including Small disadvantaged businesses, women owned
<br />valves damsel waledbw and tamper silcros, airflow stations. and any Other small-0usumases, HURZone small businesses, veteran owned small businesses
<br />pen eneny mounted integral pipe a ar duct component. Addtiaay, SIEMENS shag and service disabled veteran owned small businesses- the 'maximum practical
<br />not 0e responsible for any ventag or dial of systems, opportunity' to Participate In performing contracts let by any commercial entry.
<br />8.5 WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP local government or federal agency. including subcontracts for subsystems,
<br />CUSTOMER TO ATTAIN REBATES ANMR INCENTIVES FROM AVAILABLE assemblies, components. and related services for major systems.
<br />SOURCES OR ENERGYIFUEL COST REDUCTION. CUSTOMER
<br />ACKNOWLEDGES THAT ANY REBATEBNCENTIVE OR ENERGY/ FUEL
<br />COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER IS
<br />GRANTED BY A THIRD PARTY OUTSIDE THE CONTROL OF SIEMENS.
<br />CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILL
<br />EITHER ASSIST CUSTOMER OR ENDEAVOR ITSELF TO OBTAIN ANY
<br />AND ALL REBATES/INCENTIVES OR ENERGY/ FUEL COST REDUCTION
<br />AVAILABLE. SIEMENS DOES NOT GUARANTEE THAT IT WILL OBTAIN
<br />OR APPLY FOR ALL REBATES/INCENTIVES OR ENERGY/ FUEL COST
<br />Siemens Industry, Inc., Building Technologies Division Service Only 2009
<br />Siemens Industry, Inc. 9/6/2013 Page 11
<br />25H-23
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