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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 ORTHE ENERGY MARKET'S REGULATORY LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM
<br />CLIMATE. NOTHING HEREIN SHALL BE CONSTRUED BY THE SIEMENS' FAILURE TO OBTAIN OR APPLY FOR ANY REBATE/
<br />CUSTOMER AS A PREDICTION OF FUTURE ENERGY MARKET INCENTIVE OR ENERGY/ FUEL COST REDUCTION THAT COULD IN ANY
<br />CONDITIONS OR ENERGY PRICES, ACCORDINGLY, SIEMENS DOES WAY BE OBTAINED BY CUSTOMER
<br />NOTPROVIDE CUSTOMER A GUARANTYOR WARRANTY OF THE Article 9: H099fdOUS Materiels Previsions
<br />RESULTS OF SIEMENS' RECOMMENDATIONS. CUSTOMER 9.1 The Services does not include dl rectlyorindlr eutlyperformingorar'mnging
<br />MAKESANY AND ALL ENERGY PROCUREMENT AND RELATED for the detection, monitoring, handling, storage, removal, Vanspadation,
<br />DECISIONS, CUSTOMER ACKNOWLEDGES THAT ALL ENERGY disposal of treatment of Oil or Hazardous Matersh Except as disclosed
<br />PROCUREMENT AND RELATED DECISIONS ARE MADE AT THE pursuantio this Adlcle. Customer represents that, Loans best knowledge, there is
<br />CUSTOMER'S SOLE RISK no ashest a or any outer hazardous or toxic mataraas, as defined In the
<br />7.5 WITH RESPECT TO ANY LIABILITY (WARRANTY OR OTHERWISE) Comprahehsive 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, stale or local law ('Hazardous Materiels"), present at
<br />ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, Customer's Sites where the Services are performed. SIEMENS will nodly,
<br />ANTICIPATED PROFITS OR SPECIAL. INDIRECT. INCIDENTAL OR Customer immediately If It discovers or suspects the presence of any
<br />NRISING OUT OF In reliance on Customer's representations as set forth In this Atllele, The
<br />THE SERVICES presence of Hazardous Materials canstbutas a change In this Agreement
<br />RACT , STRICT whose terms must be agreed upon by SIEMENS before its obligations
<br />WARRANTY, LATE OR NON - DELIVERY OF ANY - SERVICES, AND 9.2 Customer Is relay 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 I and, In any event,SIEMENS'eggregate liability for any and costs thereof. Customer is responsible for the proper disposal of all Hazardous
<br />all balms, losses or expenses (Including attorneys fees) arlsing out of this Materials and OII that at anytime are present at the Services site In accordance
<br />Agreement, or out of any Services furnished under this Agreement, whether with all applicable lateral, state, and local laws, regulations, and ordinances
<br />based In contract, negligence, strict Ilablity, agency, warranty, trespass, Even if change order has been shtared Into pursuant torus Angle, SIEMENS
<br />Indemnity or any other theory of liability, shat be limited as liquidated damages, shell have the right to stop the Servlces unit the site Is free from Hazardous
<br />to the greater of 51,000 or 10% of the total compensation resolved by Materials, In such event, SIEMENS shell receive an equitable extonslon chime
<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 defense and settlement of any claim for which SIEMENS has an Materiels remetllation. In no event shall SIEMENS be required or construed to
<br />obligation under the warranty hereunder. The parties acknowledge that the price take title, ownership or responsibility for such Off or Hazardous Materials.
<br />which SIEMENS his agreed to perform Its Servlces and obligations Undorthls Customer shall sign any required waste manifests In conformance with all
<br />Agreement Is calculated based upon the foregoing limitations of liability, and government regulations, listing Customer as the generator of the waste.
<br />that SIEMENS has expressly rolled on, and would not have entered into this 9.5 Customer warrants that, prior to the execution of this Agreement, It shell
<br />Agreement but for such limitations of liability. n"I SIEMENS In writing of any and all Hazardous Materiels which to
<br />7.6 It Is understood and agreed by and between the panles that SIEMENS Is Customer's best knowledge are present, potentially present or likely to become
<br />not an insurer and this Agreement Is not intended to be an Insurance policy or a present at the Services site and shall pmvldo a copy of any site safety policies,
<br />substitute for an Insurance policy. Insurance, If any, shell be obtained by Including but not limited to lock -out and tag procedures, chemical hygiene plan,
<br />Customer. Fees are based solely upon the value of the Servlces, 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 on or local laws, regulations or ordinances,
<br />Customer's premises. 9.4 Customer shall Indemnify, defend and hold SIEMENS harmless from and
<br />Article B:tlm /ratfans oflgzlntrairwe or Svulce Orallgatlons against any damages, losses, costs, liabilities or expenses (including attorneys'
<br />8.1 SIEMENS mill not be responsible for the melydename, repair or replacement at, fees) Arising out of any OII or Hazardous Materiels or from Customer's breach
<br />or SaMcee nece dialed by
<br />obscal parts of the Squirmy
<br />heat exchangers, polls, unit ca
<br />stated herein; or
<br />Inadaquae repairs or modifications, IMPROr
<br />a sWq failure to campy wish manufacture's
<br />Acts of God, or other reasons beyond Its oc
<br />for any service performed On OW Covered
<br />agents,
<br />8.2 SIEMENS shed not benesponslblefr
<br />caused by circumstances beyond to con
<br />bmisdens by Customer onto employees of
<br />axis of government, tire, (heft, corrosion,
<br />computer viruses. omamm or system h
<br />or
<br />under the
<br />other than try SIEMENS orb otherelso disposed of In a manner
<br />applicable export laws end regulat
<br />y, Injury or damage that may be performance by SIEMENS of Its
<br />g but not restricted to acts or such export laws And regulallom
<br />Is of God, war, dml oommatlon, AGREES TO INDEMNIFY AND
<br />damage, lightning, linersups, AND ALL COSTS, LIABILITIES
<br />ses, lockouts, dfferences with RELATED TO NON - COMPLIAN
<br />IS Is required to comply with
<br />to the sale, exportation, transfer,
<br />owed Equipment or Sefvkes
<br />y export license requirements,
<br />Tent or Services shall not At any
<br />0 SIEMENS HARMLESS FROM ANY
<br />SNALTIES, SANCTIONS AND FINES
<br />WITH APPLICABLE EXPORT LAWS
<br />6.5 SIEMENS Is not responsible for repairs, replacements or seMcas to Equipment 11.f SIEMENS shell adhere to FAR 52. 219.8 regardlrgthe'Utifzation of Small
<br />due to pCmOalon, erosion, Impmoel or Inadequate water treatment by others, seepage Buslnees Concerns", as pad of Its Commercial Small Business Subeontmcting
<br />or cherttiwl ocdan, or reasons beyond Its reasonable Centel. Agreement with the fedora] government SIEMENS' policy, Is to offer smell
<br />BA SIEMENS Shall not beresponslhle for fine removal orrelnstella]ionof replacement business concerns, including small disadvantaged businesses, women owed
<br />veNes, dermas, water0ow and former switches, all stollens, and any ether small - businesses, HUBZone small businesses, veteran owned small businesses
<br />permanently mounted integral pipe or an duel component. Addtlonally, elEMENSehall and service disabled veteran owned small businesses, the 'maximum practical
<br />notbo responsible for anyventing or dmining of syst ems. oppoduntll pamckpate In performing contracts let by any commercial entity,
<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 AND/OR INCENTIVES FROM AVAILABLE assemblies, components, and related services for major systems.
<br />SOURCES OR ENERGYIFUEL COST REDUCTION, CUSTOMER
<br />ACKNOWLEDGES THAT ANY REBATEINCENTIVE OR ENERGY/ FUEL
<br />COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER 13
<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/INOENTIVES OR UNEROY/ FUEL COST REDUCTION
<br />AVAILABLE, SIEMENS DOES NOT GUARANTEE THAT IT WILL OBTAIN
<br />OR APPLY FOR ALL REBATESIINCENTIVES OR ENERGY/ FUEL COST
<br />Stamens Industry, Ina, Building Tochnologias Division BAIA.. Dny209
<br />Siernens Industry, Inc,
<br />9/5/2013
<br />25B -23
<br />Page 11
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