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SIEMENS
<br />INDUSTRY, Inc.
<br />al.rc
<br />(d) Furnish SIEMENS with all avallabla information pertinent to the Services', amount under this Agreement. CUSlomer shall reimburse SIEMENS costs and
<br />(a) Obtain and furnish to SIEMENS all approvals, permits and consents from expenses (including reasonable attorneys' and witnesses' fees) incurred for
<br />government authorms and others as may be required for performance of the collection under this Agreement. If Customer disputes any portion or all of an
<br />Services except for those SIEMENS has expressly agreed In mating to obtain: Invoice, it shall notify SIEMENS In writing of the amount in dispute and the
<br />(f) Maintain the Services site in a safe condition; notify SIEMENS promptly reason for its disagreement within 21 days of receipt of the invoice. The
<br />of any site conditions requiring special care; and provide SIEMENS with any undisputed portion shall be paid when due, and interest on any unpaid portion
<br />available documents describing the quantity, nature, location and extent of such shall accrue as aforesaid, from the date due until paid, to the extent that such
<br />conditions; amounts are finally determined to be bell SIEMENS,
<br />fig) Comply With all laws and provide any notices required to be given to any S4 Except to the Worst expressly agreed in this Agreement, SIEMENS' fees
<br />government authorities In connection with the SeMces, except such notices do not Include any lazes, excises, fees, duties, permits or other government
<br />SIEMENS has expressiyagreed Inthis Agreement to give; charges related to the Services. Customer shall pay such amounts or reimburse
<br />(h) Provide SIEMENS with Materiel Safety Data Sheets (MSDS) conforming SIEMENS for any amounts It pays. If Customer claims a tax exemption or
<br />to OSHA requirements related to all Hazardous Materials at the site Which may direct payment permit, It shall provide SIEMENS with a valid exemption
<br />impact the Services; candidate or permit and indemnify, defend and hold SIEMENS harmless from
<br />(i) Furnish to SIEMENS any contingency plans related to the site any taxes, costs and renafies arising out of same.
<br />J) Furnish the Specified operating environment, Including without limitation, 5.5 Unless agreed otherwise, the pricing for each year after the Ingal Term of
<br />suitable, clean, Stable, properly conditioned elaclncal pacer and other utllilue.; the Agreement and each year of each renewal of the Agreement shall be
<br />(k) Maintain all Covered Equipment in good wonting order in compliance with determined as the immediate prior year price plus a than escalator based upon
<br />all applicable laws and service, repair and replace all Covered Equipment as the U.S. Department of Labor, Bureau of Labor Statistics Urban Consumer
<br />necessary; and, price Index -AII Urban Consumers U.S. All items, 1902— 1904 =100 ('CPI-U'),
<br />(9 Perform inspections and tests as Indicated in the Life Safety System In addition, each renewal term pricing shall be adusted for any So lions or
<br />Logbook and record same In the Life Safety System logj deletions to Services selected forms renewal term, The price escalatorshing be
<br />4.2 Customer acknowledges mat the technical and pricing information herein Is the latest Seml- annual CPI -U Identified above published prior to each annual
<br />proprietary to SIEMENS and agrees not to disclose or otherwise make It anniversary , This escalator shall be applicable to each annual term, whether a
<br />available to others. renewal term Oran annual term after the first year of the Initial Tenn,
<br />4.7 Customer ecknowfifill that it is now and shall be at all limes in control of Article (h Changes; Delays; Excused Performance
<br />the Services site. SIEMENS shall not have any responsi billy, duty or authority 6,1 As the Services are performed, conditions may change or cimumstances
<br />to direct, supervise or oversee any employees or contractors of Customer or outside SIEMENS' reasonable control (such as changes of law) may develop
<br />their Well or to provide the means, methods or sequence of [heir Work or to which require SIEMENS to expend additional costs, anon or time to complete
<br />stop their work. SIEMENS' work anchor presence at a site shall not Above the Services, in which case SIEMENS shall notify Customer and an equitable
<br />others of their responsibility to Customer or to others. Except as expressly adjustment made to the compensation and time for performance. In the event
<br />provided herein, SIEMENS Is not responsible for the adequacy of the health, conditions or circumstances require Services to be suspended or terminated
<br />safety or security programs or precautions related to Customer's or It other SIEMENS shell be compensated for Services performed and for coals
<br />contractors' activities or operations the work of any other person or entity: or reasonable Incurred in connection with the suspension or termm mulon.
<br />Customers site conditions. SIEMENS is not responsible for inspecting, 6.2 SIEMENS shall not be responsible for loss. delay, Injury. damage or
<br />observing, reporting an correcting health or safety conditions or deficiencies of failure of performance that may be caused by circumstances beyond Its control,
<br />Customer or others of Customer's site. So as not to discourage SIEMENS Including but not limited to acts or emissions by Customer or Its employees,
<br />from voluntarily addressing such Issues, In the event SIEMENS does make agents or contractors. Acts of God, war, c1v11 commotion, acts or omissions of
<br />observations, reports, suggestions or otherwise regarding such Issues, government authorities, fire, (hall, corrosion, flood. water damage, lightning,
<br />SIEMENS Shall not be liable or responsible for same. freeze -ups, strikes, lockouts, differences with workman, rots, explosions,
<br />4.4 Except as expressy, stated In this Agreement, Customer is solely quarantine restrictions, delays in transportation, or shortage of vehicles, fuel,
<br />responsible for any removal, replacement or refinishing of the building Simcture labor or materials. In the event of any such circumstances. SIEMENS shall be
<br />or finishes that maybe required to perform or gain access to the Services excused from performance of the Services and the time for performance shag
<br />4.5 Customer alone shall act to protect life and property from the time a partial be Wended by a period equal to the time lost plus a reasonable recovery
<br />ormll System mill occurs until SIEMENS notifies Customer that such system period and the compensation equitably adjusted to compensate for additional
<br />is operational or the emergency has been cleared. Customers actions shall costs SIEMENS incurs due to such dreumsturado
<br />include all appropriate Interim safely precautions (such as a manual "fire ArTicle7r Warrantles;Ofscfafiners; Llmltetlonof Liability
<br />watcH'L SIEMENS shall have no obligation to provide guards, fire watch Zf Labor In performing the Services is warranted to be free from defects In
<br />personnel, or other services follrnNirtg a system failure, except Services as are worlamanshlp for 9U days after the Services are performed All labor provided
<br />specifically provided for in this Agreement, by SIEMENS hereunder found to be defective and emermoe qualifying under
<br />4,6 Customer shall not attach to the system or Covered Equipment any device this warranty shall be re- parformed by SIEMENS, Such re- performance
<br />that interferes with the Services or the proper operation of the system or hereunder shall not interrupt or prolong the terms o1 this warranty. In the event
<br />Covered Equipment that any such re- performance tails to cure such defects, then Customers
<br />Article 5. Comparesatlon exclusive remedy against SIEMENS for damages from any cruse whatsoever,
<br />5.1 Annual Feels) Shalt be adjusted far each year after the final year of the whether in contract or ton, shall not exceed an amount equal to the Iimta0on set
<br />Initial Term pursuant to the agreed Price Adjustment hereto and incorporated forth in Section 7.5 herein.
<br />herein, Unless otherwise agreed in writing, this Agreement is not cancelable 72 THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE IS IN LIEU
<br />and the annual fee is not refundable except as provided herein, OF AND EXCLUDES ALL OTHER WARRANTIES, STATUTORY,
<br />5.2 Paymbarts to be made under this Agreement wll poade, for and be in EXPRESS. OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL
<br />consideration of, any SeMces spedfi Included under the Proposed Seidl. At EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
<br />other SeMces. Including but red limited to the following, shall be separately bill or FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY, OR
<br />surcharged on a time and materials basis'. (s) emergency SeMces Performed at WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST
<br />Custo,rl request, if Inspection does not reveal any dercleney covel'ed by INS PATENT INFRINGEMENTS OR DEFECTS, WHETHER HIDDEN OR
<br />Agreennal (b) SeMces performed other then aunty SIEMENS' fomrel waking APPARENT, AND EXPRESS OR IMPLIED WARRANTIES WITH RESPECT
<br />fil arid( of Serdceperformed aiequipmentnotcovered bythls Ageement TO COMPLIANCE OF THE COVERED EQUIPMENT WITH! THE
<br />5.3 SIEMENS Shall Invoice Customer as provided in this Agreement, or if not REQUIREMENTS OF ANY LAW, REGULATION, SPECIFICATION OR
<br />expressly provided, then an an annual basis prior to the Start Date and annually CONTRACT RELATIVE THERETO. WHICH ARE HEREBY EXPRESSLY
<br />thereafter on the anniversary of such Slant Dale, Invoices are due and payable DISCLAIMED.
<br />net cash upon receipt unless Customer has applied and been approved for 7.3 Customer hereby, for it and any parties claming under it, releases and
<br />credit with SIEMENS, I. which case the invoice is payable within 30 ..leader discharges SIEMENS from any liability arising out of all hazards covered by
<br />days of receipt by Customer or as otherwise set forth In this Agreement. If any Customer's insurance, and all claims against SIEMENS arising out of such
<br />payment is not received when due, SIEMENS may deem Customer to be in hazards, Including any night of suprogatlom by Customers insurance carrier, are
<br />breach hereof and may enforce any remedies avallabla to It hereunder or at herebywaived by Customer.
<br />law, Including will-wt limitation, acwlaralion of payments and suspension or
<br />termination of Services at any time and without notice, and shall be enlitled to 7.4 ANY IDEAS, SUGGESTIONS, RECOMMENDATIONS, FINANCIAL
<br />compensation for 8ervlces previously performed and costs reasonably Incurred EVALUATIONS, FEASIBILITY STUDIES OR ECONOMIC ANALYSIS
<br />In connection With the suspension or lerninatlon. In the event that any payment PREPARED BY SIEMENS UNDER THIS AGREEMENT WILL REPRESENT
<br />due hereunder Is not paid when due, Customer Spool to pay, upon demand, ITS BEST JUDGMENT BASED ON ITS EXPERIENCE AND THE
<br />as a late charge, one and one -half percent T 514) of the amount of the payment AVAILABLE INFORMATION, CUSTOMER ACKNOWLEDGES THAT THE
<br />per month, hann ed by the maximum ale permitted by law of each overdue ENERGY MARKET IS VOLATILE AND SUBJECT TO FREQUENT PRICE
<br />Siemens Industry, Inc., Building Technologies Division Service Only 2009
<br />Siemens Confidential and Proprietary
<br />25A -14
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