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1.2 Terms And Conditions
<br />SERVICE TERMS AND CONDITIONS (REV. 10100)
<br />Article 1: General
<br />1.f (a) This Agreement constitutes the entire, complete and exclusive
<br />agreement between the parties relating to the soMces ( "Sarvlces ") to be
<br />provided by SIEMENS and supersedes and cancels all prior proposals,
<br />agreements end understandings, writer or oral, relating to the subject matter of
<br />this Agreement. Neither party, may assign flip Agreement or any lights or
<br />obligations hereunder without the prior written consent of the other except that
<br />either party may assign this Agreement to Its aRklates and SIEMENS may
<br />grant a sal ly Interest in the proceeds to be paid to SIEMENS under this
<br />Agreement; assign proceeds of the Agreement; and/or use subcontractors In
<br />performance of the Services. The terms and conditions of this Agreement shall
<br />net be modified or rescinded except in writing, with the prior approval of the
<br />Legal Departments of SIEMENS and Customer and signed by duly authorized
<br />hing contained In this Agreement shall be construed to give any rights
<br />Its to anyone other Man the Customer and SIEMENS without the
<br />enter consent of both parties. All provlalons of this Agreement
<br />1 responsibility or Ilablll/y between the aeries shall survive the
<br />on of the Services and terminahon of this Agreement.
<br />In terms and coadll ens Contained herein may not apply to the Services
<br />.,Iliad hereunder. It Is the Intent of the pandas, however, that the
<br />.ion to be Own to the terms and conditions Is to apply all terns and
<br />laws of the State of Illinois. Any lingetlon arising under this Agreement shell be
<br />brought In the State or Commonwealth 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 After the expimllon of Uie initial Tenn, Ins Agreement shall aulomakcally ronawfor
<br />successive one year periods beginning on the anniversary date of the Initial Term unless
<br />stated otherwise in the Agreement.
<br />1.4 Eftler petty may terminate or remand Ihls Agreement at the end of the Intel Tenn
<br />a al kip end of a farewell temp by gFAng the other pales at least slay (00) days prior
<br />wdden rattle of such amendments or Irl not to renew.
<br />1.5 If, during a within SO days after the tone this Agreement, Customer engages
<br />any SIEMENS employee who has performed wohc under IN or arty ocher agreement
<br />between Customer and SIEMENS. Custamershag pay SIEMENS an Rmould Karel to
<br />the employee's latest &bier/ solar/.
<br />Article 2: Covered Equipment
<br />2.1 'Covered equlpmenl" shall mean that equipment expressly Identified as
<br />system Components In this Agreement. The customer repressors that at the
<br />commencement of this Agreement all Covered Equipment Is in satisfactory
<br />working condition and compiles with all applicable codes.
<br />2.2 If the fire or the safety system Is Included as pan of the Covered
<br />Equipment does not comply with all applicable codes or R removal of any
<br />Covered Equipment from coverage would compromise or impair the Integrity or
<br />the compliance with law of any system or Services, and Customer falls to take
<br />of any Covered Equipment provided for In this
<br />it the time and place and In the manner deemed
<br />In accordance with applicable law and the
<br />National Fire Protection Association ( ",VFPA ")
<br />other relevant standards. Customer Is solely
<br />responsible for, and hereby Indemnities and holds SIEMENS harmless from
<br />and against, any Ilabllity arlcrig from Customer's specification of a testing
<br />schedule other than than current NFPA or other applicable standards or laws.
<br />2.4 If Ilia Covered Equipment Is altered or moved by any person. Iaeluding
<br />Customer, other than SIEMENS or a person nuthortzad by it, Customer shall
<br />immediately notify SIEMENS In writing, end SIEMENS reserves the right to
<br />perform a maeneplanee test on or, IF necessary, a recommissioning of the
<br />system at Customer's expense, Reacpeptence tests will be performed In
<br />accordance with then current NFPA or other applicable requirements, and
<br />charged on a time and materials balls.
<br />Article 3: Servlces by SIEMENS
<br />3.1 SIEMENS shag onlyperform the Services ldenllfled in this Agreement.
<br />3.2 SIEMENS shall have no liability or obligation to milllnue providing
<br />Service. In the avast Customer falls to (a) authorize a rowaepolhoo last or
<br />recoimmissioning that SIEMENS reasonably dooms necessary, (b) notify
<br />SIEMENS of any modlficattane or changes to the Covered Equipment or
<br />unusual or materially changed operating conditions, hours of usage, system
<br />malfunctions or building altemtlo ns that may arfeot the 8arvices; (0) provide the
<br />access to any one where Services are to be performed; or (d) Operate, service
<br />or maintain the Covered Equipment In accordance with manufacturer's or
<br />supplier's Instructions or tills Agreement, Alter any of the aforesaid awls
<br />SIEMENS may terminate or suspend deMoas under this Agreement
<br />Immediately, upon Diving notice to Customer.
<br />3.3 Any repairs and replacements of Covered Equipment as may be expressly
<br />Siemens Industry, Inc., Building Technologies Division
<br />Included In the Services ere Linked to restoring the proper working condition of
<br />such Covered Equipment SIEMENS will not be obligated to provide
<br />replacement Covered Equipment ilia( represents significant capital
<br />Improvement compared to the original. Exchanged or removed components
<br />become the property of SIEMENS, except Hazardous Materials, which under
<br />all clronmstanoae remain the property and respon ralkly of Customer.
<br />3.4 Unless agreed otherwise, Services do not include and SIEMENS Is not
<br />responsible for (a); (a) service or provlslen of consumable So llas, Including
<br />but not limited to batteries and halon cylinder charging; (b) reinstallation or
<br />relocailan of Covered EqulpmeM; (o) painting or refinishing of Covered
<br />Equipment or surrounding surfaces; (d) changes to Services; (a) parts,
<br />aacessorea, attachments or other devices added to Covered Equipment but
<br />not furnished by SIEMENS; (f) !allure to contlnually provide suitable operating
<br />environment Including, but not limited to, adequate space, ventilation, electrical
<br />power and protection from the elemental or (g) the removal or reinstallation of
<br />replacement valves, compere, watedlow switches, venting or draining systems.
<br />SIEMENS Is not responsible for services performed on any Covered
<br />Equipment other than by SIEMENS or Its agents.
<br />3.3 The Services shall be perrormed In a manner consistent with the degree of
<br />care and Skill ordinarily exercised by parsons perorming the same or similar
<br />Services In the some locale Lender similar clreOmstances and conditions
<br />3.6 SIEMENS shall perform the Services during Its local, normal working
<br />(tours, unless shaves slated In the Agreement.
<br />3.7 SIEMENS Is not required to conduct 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 onlywhen Revealed by all parties hereto,
<br />3.8 All reports and drawings speclflcally prepared for and deliverable to
<br />such Deliverables. All ether reports, notes, calculations, data, drawings,
<br />estimates, specifications, manuals, other documents and all computer
<br />program., codes and computerized materials prepared by or for SIEMENS are
<br />Instruments of SIEMENS work ( "Instruments') and shall romeln SIEMENS
<br />property. Siemens oorwee no license to software unless otherwise expressly
<br />provided in this Agreement. Al Deliverables and Instmments provided to
<br />Customer are for Permitted Users' use only for the purposes disclosed to
<br />SIEMENS. and Customer shall not transfer (ham to others or use them or
<br />permit them to be used for any extension of the Services or any other purpose,
<br />whorl SIEMENS' express written consent. Any reuse of Dalverablas or
<br />Instruments for other projects or locators without the written consent of
<br />SIEMENS, areas by any party other than Permitted Users, will be at Permitted
<br />Users' sole disk and without liability to SIEMENS; and, in addillon to any other
<br />rights SIEMENS may have, Customer shall Indemnify, defend and had
<br />SIEMENS harmless from any claims, losses or domagas chain; therefrom.
<br />3.9 Customer acknowledges that SIEMENS, In the normal conduct of Its
<br />business, may use concepts, skills and know -how developed while performing
<br />other contracts. Customer acknowledge. the benefit which may social to it
<br />though this practice, and atcordingbj sonars that anything In this Agreement
<br />notwithstanding Siemens may continue, without payment of a royally, this
<br />practice of using concepts, skills and know -how developed while performing the
<br />Agreement.
<br />3.10 V". Servoas Include energy consul any estimates of probable
<br />construction or Implementation costs, financial evaluations, feasibility studies or
<br />economic analyses prepared by SIEMENS, the documents prepared for kite
<br />Customer will represent SIEMENS' Lost judgment baser/ on SIEMENS'
<br />experience and the Information reasonably available to SIEMENS at the time
<br />that the Services are performed. Customer acknowledges that SIEMENS does
<br />not control: (a) the costs of labor, policies, equipment or servlors furnished by
<br />others, (b) overall market conditions; or, (c) contractors' methods of
<br />determining prices, Accordingly, Customer acknowledges that proposals, bids
<br />or actual costs may differ from polices, overnitlons or studies submitted by
<br />SI EMENS as pan of the Services provided hereunder,
<br />3.11 Where Services Iholude EMC, SIEMENS will have a disaster recovery
<br />plan and a disaster contingency plan.
<br />Article 4: Responslblfri of Customer
<br />4.1 Customer, without soul to SIEMENS, shall:
<br />(a) Designate a contact person with authority to make declslore for Customer
<br />regarding the Services and provide SIEMENS with Information sufficient to
<br />contact such parson In an emergency. If such representative cannot be
<br />reached, any request for Services received from a parson located at
<br />Customerk site will be deemed authorized by Customer, and SIEMENS will, in
<br />Its reasonable discretion, act accordingly;
<br />(b) Provide or arrange without cost all reasonable provisions, means and
<br />access far SIEMENS to any site and the equipment whore Servlom are to be
<br />performed;
<br />(c) Permit SIEMENS to control and/or operate all controls, systems,
<br />apparatus, agUpirant and machinery necessary to padurm the SeMces;
<br />Service Only 2000
<br />Siemens Industry, Inc. 9/5/2013 Page 9
<br />25B -21
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