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SIEMENS
<br />INDUSTRY, Inc.
<br />The Customer acknowledges that when approved by the Customer and accepted by Siemens Industry, Inc.; (i) the Proposal and the Contract
<br />Terms and Conditions, (together with any other documents incorporated into the forgoing) shall constitute the entire agreement of the parties with
<br />respect to its subject matter (collectively, hereinafter referred to as the "Agreement") and (ii) in the event of any conflict between the terms and
<br />conditions of the Proposal and the terms and conditions of The Contract Terms and Conditions, the Contract Terms and Conditions shall control.
<br />BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS
<br />INDUSTRY, INC. OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT
<br />(S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE CUSTOMER.
<br />SERVICE TERMS AND CONDITIONS (REV, 10109) Included In the Services are limited to restoring the proper working condition of
<br />Analclel: Cho erel such Covered Equlprnenl. SIEMENS will not be obligated to provide
<br />1.1 (a) This Agreement conallial the entire, complete and exclusive replacement Covered Equipment that represents significant capital
<br />agreement between the parties relating to the services ( "Seat yi to be improvement compered to the original. Exchanged or removed components
<br />provided by SIEMENS end supersedes end cancels all pdar proposals, become the property of SIEMENS. except Hazardous Materiels, which under
<br />agreements and understandings, when or oral, relating to the suspect matter of all circumstances remain the property and responsibility of Customer
<br />this Agreement. Neither party may assign the Agreement or any rlgbts or 3.4 Unless agreed otherwise, SeMces do Rat Include and SIEMENS Is not
<br />obligations hereunder without the prior written consent of the other except that responsible for (a): (a) service or provision of consumable topples, including
<br />either party may assign this Agreement to its affiliates and SIEMENS may but not limited to batteries and Fell cylinder charging; (b) nanstalaton Or
<br />grant a security interest to the proceeds to be Said to SIEMENS under this relocation of Covered Equipment, (c) painting or refinishing of Covered
<br />Agreement; assign proceeds of the Agreement; and /or use subcontractors In Equipment or surrounding surfaces; Ch changes to S¢Ncos; (e) parts,
<br />performance of the Services. Tha terms and conditions of this Agreement shell accessodes, attachments or other devices added to Covered Equipment but
<br />not be modified or rescinded except in writing with the prior approval of the not furnished by SIEMENS; (f) failure to continually provide suitable operating
<br />Legal Deparimervts of SIEMENS and Customer and signed by duty aghodEed envatoment including, but not United to adequate space, ventilation. electrical
<br />officers ormenagers of SIEMENS and Customer. power and protection from the elements; or Sp the removal or reinstallatlon of
<br />gn Nothing contained In this Agreement shall be construed to give any rights replacement valves, dampers, waterflow switches, venting or draining systems.
<br />or benefits to anyone other than the Customer and SIEMENS without the SIEMENS is not responsible for services performed on any Covered
<br />express written consent of both parties. All provisions of this Agreement Equipment other than by SIEMENS or its agents.
<br />allocating resporestu rty or Ilabllity between the partles shall survive the 3.8 The Services shall be performed In a manner consistent with the degree of
<br />completion of the Services and termination of this Agreement. care and skill stalnedly exerclsed by persons performing the same or similar
<br />(c) Certain terms and conditions contained herein may not apply to the Services Services in the same locale under similar circumstances end conditions.
<br />to be provided hereunder. If is the intent of the parties, however. that the 3.6 SIEMENS shall perform the Services during its local, normal vmrking
<br />IRdefpfetalion to be given to the terms and conditions Is to apply all terms and hours, Unless otherwise stated In this Agreement .
<br />conditions unless clearly Inapplicable given the type of Services included. 3.7 SIEMENS is not required to conduct safety or other tests, install or
<br />1.2 This Agreement shall be governed by and enforced in accordance with the maihiatn any devices or equipment or make modifications or upgrades to any
<br />laws of the State of Illinois. Any fission arising under this Agreement shall be equipment beyond the scope of this Agreement. Any request to change the
<br />brought In the Slate or Commonwealth In %Nch the Services are proulded to scope or the nature of the Services must be In the form of a mutually agreed
<br />Customer. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE change order, effective onlywhen executed by all Pulse hereto.
<br />ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS 3.8 AN reports and drawings specifically prepared for and deliverable to
<br />AGREEMENT. Customer pursuant to this Agreement (`Oefivxwbf vf) shall become Customers
<br />1.3 Afterthe eNchadon of me Inhal Term, MIS Agreement shall ishomalicafy rearm la property upon full payment to SIEMENS. SIEMENS may retain fre copies of
<br />succeasloe one yearpededs beginning an the anntversary data of Me lnldal Term unless such Deliverables, All other reports. notes, calculations, data bravados,
<br />slated dheRase inthe Agreement, estimates, specifications, manuals, other documents and all computer
<br />1A FiNxnparty may lermirete aementl[his Agreement al the antl of [M1e initial Term programs, codes and computerized materials prepared by or for SIEMENS are
<br />OF at the end of a renewal term by hang the other parry at leas[ suvy (00) days poor Instruments of SIEMENS' work ( 'Insvumend) and shall remain SIEMENS
<br />'mitten nonce of suchamendmenis orinant not to renew. property. Siemens conveys no license to sonyvare unless olreadi ,expressly
<br />1.5 H. dubng ad n:Wn 90 days after the term of this Advanced, Qammer engages provided in this Agreement. At Delivort and Instruments provided to
<br />any Sl EMENS eleplaym who has performed work under this or any other agreement Customer are for Permitted Users use only for the purposes disclosed to
<br />between Customer and SIEMENS. Custaner shall pay SIEMENS an amount cousin, SIEMENS, and Customer shall not transfer them to others or use them or
<br />the emplosai latest annual salary. permit them to be used for any extension of the Services or any other purpose.
<br />Artro1e2: Covered Equipment without SIEMENS' express wrltlen consent. Any reuse of Deliverables or
<br />2.1 "Covered etathro t" shall mean that equipment expressly identified as Instruments for other projects or locations Abdul the written consent of
<br />System Components in this Agreement, The Customer represents that at the SIEMENS, cruse by any party other than Permitted Users, will boat Permitted
<br />commencement of this Agreement ell Covered Equipment is in satisfactory Users Sole risk and without liabilily to SIEMENS, and in adjudicate any other
<br />working condllon and complies with all applicable codes, rights SIEMENS may have. Customer shall Indemnify, defend and hold
<br />2.2 H the fire or fife safety system is Included as pad of the Covered SIEMENS harmless from any dolma, losses or damages arising therefrom.
<br />Equipment does not comply with all applicable codes or If removal of any 3.9 Customer acknowledges that SIEMENS, In the name] cana l of Its
<br />Covered Equipment from coverage would compromise or impair the integrity or business, may use concepts, skills and know -how developed while performing
<br />the compliance with law of any system or Services, and Catonist' falls to take other contracts. Customer acknowledges the benefit which may accrue to It
<br />cor ecllve astloa than SIEMENS may terminate. this Agreement w,thauf former though this practico . and accordingly agrees that anything In this Agreement
<br />obllgafiom and retain all monies ro eleadpumuontlo this Agreement. notwithstanding Siemens may continue, without payment of a royally, this
<br />2.3 All ban[p, and ar pecllon of any Covered Equipment provided for in this practice of using concepts, skills and know -how developed while performing this
<br />Agreement will be performed at the time and place and in the manner deemed Agreement,
<br />appropriate by SIEMENS. In accordance with applicable law and the 3.10 where Sauces include energy consulting, any estimates Of probable
<br />.comments of than current National Fire protected Association ( "NFPA") construmtlon or lmplerrrentaflon costs, financial evaluations, feasibility studios or
<br />guidelines if apals.ble, and other relevant Standards, Customer is solely economic analyses prepared by SIEMENS, the documents prepared for the
<br />responsible far, and hereby indemnifies and holds SIEMENS harmless from Customer will represent SIEMENS' best judgment based on SIEMENS'
<br />and against, any lability acting from Customer's Specification of a testing experience and the information reasonably available to SIEMENS at the time
<br />schedule other than then current NFPA or other applicable standards or It that IDs BervPpes am performed. Customer acknowledges that SIEMENS does
<br />2,4 IT the Covered Equipment Is allered or moved by any parson, Including not control. (a) the costs of tabor, materials, equipment or services fundshad by
<br />Customer, other than SIEMENS or a person authorized by It, Customer shall others; (or averad market conditions or, le) coniredors' methods of
<br />imm istely notify SIEMENS in writing, and SIEMENS reserves the right to determining prices. Aesord rgy. Customer acknowledges that proposal, bids
<br />perform a raecceptance test on, or If necessary, a recommissioning of the or actual costs may differ from opinions, ovaluatlons or studies submitted by
<br />system at Customer's expense, Reacceptenca tests will be performed in SIEMENS as part of the Services provided hereunder .
<br />accordance with then current NFPA or other applicable woolromenis. and 3.11 Where Services Include EMC, SIEMENS will have a disaster recovery
<br />charged on a time and materials basis, plan and a disaster contingency plan.
<br />Afarele S Services by SIEMENS Arilcle d: Responslbli ties of Customer
<br />3.1 SIEMENS shall onlyperfonnlhe Seruess Identified lnthle Agreement, 4.4 Customer, without nest to SIEMENS, shelf
<br />3.2 SIEMENS shall have no liability or obligation to continue providing (a) Designate a contact person with authority to make decisions for Customer
<br />Services is the event Customer fails to pin authorize a reecceptence lest or regarding the Services and provide SIEMENS with mformahon sufficient Iq
<br />recommissioning that SIEMENS reationality deems necessary: (b) naliry contact such careen In an emergency. If such representative cannot be
<br />SIEMENS of any modifications or changes to the Covered Equipment or reached, any request for SeMces facatvad from a person located at
<br />unusual or asterisk, changed Operating conditions, hours of usage, system Customer's site will be deemed authorized by Customer, and SIEMENS will, In
<br />malfunctions nbuildlo, alterations that may affect the Sarvless',(c) preyidethe its reasonable discretion, ad accordingly;
<br />acoess to any site where Services are to be performed or (d) operate, service (b) Provide or orange without cost all reasonable provisions, means and
<br />or maintain the Covered Equipment in accordance win manufacturer's or access for SIEMENS to any site and the equipment where Services are o be
<br />suppliers instructions or this Agreement. After any of the aforesaid events performed
<br />SIEMENS may terminate or suspend services under this Agreement
<br />Immedlatal, upon gluing notice to Customer. (of Permit SIEMENS to control and/or operate all controls, systems,
<br />31 Ary repelrs and replagamanls of Covered Equipment as may be expressly apparatus, equipment and machinery necessary to perform the Services;
<br />Siemens Industry, Inc., Building Technologies Division Service Only 2009
<br />Siemens Confidential and Proprietary
<br />25A -13
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