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SIEMENS INDUSTRY, INC
DocuSign Envelope ID: 15414M84-E6C 61-9 E-B7763804FMD A-2020-1 14 1 INSURANCE ON FILE JUN 19 2020 WORK MAY PROCEED UNTIL INSURANCE EXPI556REEMENT TO PROVIDE HVAC AND LIGHTING CONTROLS 10 I U 6 CLERKERK OF COUNCIL BC —FINICAL SUPPORT AND MAINTENANCE SERVICES OAT �„ r � d-3 7 �W ti l�1 y N Y HIS AGREEMENT is made and entered into on June 2, 2020 by and between Siemens Industry, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a contractor to provide HVAC and lighting controls technical support and maintenance services for City facilities. B. City and Contractor previously entered into Agreement No. A-2015-078, dated May 5, 2015, by which Contractor provided such services. That agreement expires on June 30, 2020. C. City and Contractor desire to enter into another agreement to provide continuity of these services and because the respective systems are proprietary in nature. D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting £mn in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the services described in the scope of work that is included in Contractor's proposal, a copy of which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $661,659. This sum is comprised of: (1) the following annual base amounts and (2) an annual contingency in the amount of $75,000 for additional services at the City's sole discretion. Year 1: $53,993 Year 2: $55,613 Year 3: $57,282 Year 4: $59,001 (if extended) Year 5: $60,770 (if extended) Page 1 of 8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-877B3804F2ED b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 1, 2020 and terminate on June 30, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Page 2 of 8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Page 3 of 8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by contractor, without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work Page 4 of 8 DocuSigi_nve opeope l�4-E6C4-4761-996E-B77B3804F2ED product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 5 of 8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B7763804F2ED To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Contractor: Siemens Industry, hie. 6141 Katella Ave Cypress, CA 90630 Attn: Vincent Makuch A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without Page 6 of 8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as deemed and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Page 7 of 8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B7783804F2ED 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: . . ... nl rk of the CouncilrAPPROVED AS TO FOVRT SONIA R. CARVALHO City Attorney By: t iW. �...-� J6fin M.Funk Assistant City Attorney RECOMMENDED FOR APPROVAL ►']��- \SG e, Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Krfstine Ridge City Manager CONTRACTOR IUocasignetl by: Bp540 . Name: Julie Slick Title: Sales Manager Page 8 of 8 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS EXHIBIT A 4Hqe "ti -(or- fe. PROPOSAL 2019 Renewal Service Agreement Proposal - City of Santa Ana PREPARED BY Siemens Industry Inc. - Los Angeles Branch Automation Service Team PREPARED FOR Phil Neff, Building Maintenance Supervisor DELIVERED ON April 27, 2020 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS hnq.C^"i -for in fe Table of Contents ProposalInformation.................................................................................................................. 3 ExecutiveSummary .................................................................................................................... 3 CustomerObjective.................................................................................................................... 4 Preferred Customer Service Agreement Benefits......................................................................... 4 Siemens Capabilities & Customer Commitment.......................................................................... 4 TheVision for Our Approach....................................................................................................... 4 OurService Approach................................................................................................................. 5 YEAR01 — 2019/2020............................................................................................................. 5 YEAR02 — 202012021............................................................................................................. 5 YEAR03 — 202112022............................................................................................................. 5 Scopeof Services........................................................................................................................ 6 EMERGENCYRESPONSES......................................................................................................... 6 TECHNOLOGYAUDIT............................................................................................................... 7 HVAC CONTROL SERVICES — AUTOMATION.............................................................................. 7 HVAC CONTROL SERVICES — MECHANICAL............................................................................... 9 TRAINING................................................................................................................................ 9 CONTINGENCYFUNDS............................................................................................................ 9 Service Implementation Plan.................................................................................................... 10 CONNECTIVITY...................................................................................................................... 10 SERVICE AGREEMENT CONTRACT CHARACTERISTIC................................................................ 10 SIEMENS SERVICE PORTAL..................................................................................................... 10 MaintainedEquipment............................................................................................................. 11 ServiceTeam............................................................................................................................ 12 Page 2 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS i -(*rGfie_ Proposal Information Date: April 27, 2020 Proposal #: 4081535 Sales Executive: Vincent Makuch Branch Address: 6141 Katella Ave, Cypress, CA 90630 Telephone: (657) 465-0743 Email Address: vincent.makuch@siemens.com Customer: City of Santa Ana Customer Contact: Phil Neff Telephone: (714) 719-2526 Email Address: pneff@santa-ana.org Services shall be provided at 1. City Hall: 20 Civic Center Plaza, Santa Ana, CA 92701 2. City Yard: 122 N Newhope St, Santa Ana, CA 92703 3. Library- Main: 26 Civic Center Plaza, Santa Ana, CA 92701 4. Library- Newhope: 220 S Daisy Ave, Santa Ana, CA 92703 Workstation(s) located at 1. City Hall: 20 Civic Center Plaza, Santa Ana, CA 92701 Scope of Work: (Detailed Scope of Services on following pages) Pricing Option: 3-Year Service Agreement with 2x 1-Year Options Year 1 0710112020 to 6/30/2021 $53,993.00 (12-month renewal) Year 2 07101/2021 to 613012022 $55,613.00 (12-month renewal) Year 3 07/0112022 to 613012023 $57,282.00 (12-month renewal) Year 4 07/0112023 to 613012024 $59,001.00 (Optional 12-month extension) Year 5 07/01 /2024 to 6/30/2025 $60,770.00 (Optional 12-month extension) Includes Tax: Yes (On any material needed to maintain your system) Executive Summary City of Santa Ana has made a significant investment in its infrastructure and its complex technical systems which are critical to the profitability and productivity of their overall business. This proposed service solution, our Service Agreement, will proactively serve to protect that substantial investment through a program of planned service tasks by our trained technical staff. This Service Agreement has been specifically developed to support the City of Santa Ana's unique facility, and the services provided herein will help in achieving the facility goals. Page 3 of 13 DocuSign Envelope ID: D4193A34-E6C44761-996E-B77B3804F2ED SIEMENS Ilnq. 'Airy -for Customer Objective The renewal of services that Siemens Industry, Inc. ("Siemens") has provided in this Service Agreement has been specifically designed for the City of Santa Ana in order to meet their unique business needs. The top priority business needs were identified and agreed to in a series of discussions with City of Santa Ana and their teams. City of Santa Ana has Siemens controls that requires maintenance, updates and upgrades from time to time. The City of Santa Ana requires Siemens' factory trained staff to provide preventive maintenance, facility staff directed support, training and to help protect the investment in Siemens systems within the facility. Preferred Customer Service Agreement Benefits • Comfortable employees & building occupants • Discounted software upgrades (Insight has reached its End of Life & Desigo will replace it) • Discounted online support rate (approx. to%discount) • Discounted labor rate (approx. to%discount) and materials rate (60%discount) • Discounted customer training • Preference for onlinelonsite support over non -service agreement customers • Hands on Preventive Maintenance by factory trained Siemens specialists • Protects initial investment and minimizes energy & operational costs • Minimizes downtime • City facility staff interaction with dedicated Siemens specialists • Dedicated account management team Siemens Capabilities & Customer Commitment Siemens Industry, Inc. is a leading single -source provider of cost-effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. For more than 150 years, Siemens has built a culture of long-term commitment to customers through innovation and technology. Siemens is a financially strong global organization with a Branch network that delivers personalized service and support to customers in multiple industries and locations. References are available upon request. The Vision for Our Approach This agreement will serve as the cornerstone of a relationship whereby Siemens assists City of Santa Ana to create an ideal atmosphere for the occupants and employees in a highly efficient manner with exceptional quality and comfort outcomes. With the City of Santa Ana's aging infrastructure, it is important to keep a close eye on the equipment (Controls System & HVAC) to minimize failures. We have set forth a phased plan to upgrade the system over the initial term of this agreement. Page 4 of 13 DocuSlgn Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS -fOr-(A Our Service Approach At any given time, HVAC equipment within a facility can account for approximately 40% of the energy expenditures in that facility and requires continuous attention to maintain the comfort levels. Our Minimum Scheduled Visits are as follows: YEAR 01 — 202012021 Automation JAN FEB MAR APR MAY JUN JUL AUG SEP �OCT NOV DEC 1 Mechanical JAN_ FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC L1 1 1 1 1 1 During year two the contract will resume its regular maintenance schedule. YEAR 02 — 202112022 Automation JAN FEB —_1 MAR APR MAY JUN JUL AUG SEP OCT F 1 1 1 1 1 1 1 1 1 Mechanical JFEB 1 MAR APR MAY JUN JUL AUG SEP OCT 1 1 _ 1 1 During year two the contract will resume its regular maintenance schedule YEAR 03 — 2022/2023 Automation JAN FEB MAR APR MAY I JUN JUL AUG SEP OCT ' 1 1 1 1 1 1 1 1 1 1 Mechanical JAN FEB MAR APR MAY JUN JUL AUG SEP OCT 1 1 j 1 1 ___.... ; During year three the contract will resume its regular maintenance schedule NOV DEC 1 1 NOV DEC i NOV DEC 1 1 NOV DEC 1 Page 5 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS �b.gec�u i{y -fo r e fe Scope of Services The Service Offering proposed in this agreement are specifically designed for City of Santa Ana to meet the mutually agreed upon: 1. EMERGENCY RESPONSES 2. TECHNOLOGYAUDIT 3. HVAC CONTROL SERVICES— AUTOMATION 4. HVAC CONTROL SERVICES —MECHANICAL 5. TRAINING EMERGENCY RESPONSES Phone Number to Call: 800-806-0886 You may place a service call to the above phone number if the facility you are calling about has previously been setup in our system. Emergency Online/Phone Response Billable Service: System and software troubleshooting and diagnostics will be provided remotely to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will respond within 2 hours, Monday through Sunday, 24 hours per day, including Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. Siemens will furnish and install the necessary online service technology to enable us to remotely dial into your system, through a dedicated telephone line that will be provided by the facility. Where remote access is not available to the system, Siemens will provide phone support to your staff to assist in their onsite troubleshooting and diagnosis. If remote diagnostics determine a site visit is required to resolve the problem, a technician can be dispatched. Emergency On -site Response Billable Service: Emergency Onsite Response will be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. Siemens will provide this service between scheduled service calls and respond onsite at your facility within 4 hours for critical emergencies, or within 8 hours for non -emergency conditions, Monday through Sunday, 24 hours per day, including Holidays, upon receiving notification of an emergency. Critical emergencies, as determined by your staff and Siemens, are failures at a system or panel level that would result in the loss of the operation of an entire section of a building or place the facility at high risk. Non - emergency conditions, as determined by your staff and Siemens, are failures at an individual component level resulting in minimal impact to the overall operation of the facility. Non - emergency conditions, as determined by your staff and Siemens, may be incorporated into the next scheduled service call. Page 6 of 13 DocuSign Envelope ID: D4193A34-EGC4-4761-996E-B77B3804F2ED SIEMENS ft1q.Ct "1 -for Ufe- TECHNOLOGY AUDIT To ensure that your HVAC Control System meets your changing needs, Siemens Sales Executive will review your system, evaluating the current use of your HVAC Control System and what may have been changed or been modified in your daily facility operation that impacts the effectiveness of the system. Siemens will review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance your current system, and consider what changes, enhancements and/or upgrades should be made to facilitate your future plans. In addition, recommendations may be made about adding and/or modifying applications, sensors, points, panels and/or software where needed to improve building operation and performance. Once the review is completed, a written report of the findings and recommendations will be submitted during a scheduled meeting. HVAC CONTROL SERVICES — AUTOMATION The service agreement includes: Preventive Maintenance Siemens will be provided in accordance with a program of routines as determined by our experience, equipment application and location. Automation controls can drift out of calibration with changes in HVAC component performance characteristics, building use, and climatic conditions. This service will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Based on the site requirement, site conditions and equipment present at the site, some of the tasks performed during preventive maintenance include the following: • Visually Inspect cabinet and observe operating environment • Check Diagnostic LEDs and electrical wiring and tighten loose connections • Identify overridden HOA Switches • Review with the customer before attempting to change/correct • Verify supply air pressure to the panel, if applicable • Pinch branch line and check for leaks (Pressure drop), if applicable • Check for air leaks and oil or water contamination • Ensure all wiring and tubing is dressed properly • Secure all loose components in panel • Clean as necessary Note: The tasks mentioned above are generic tasks. All the above tasks may or may not be performed based on the equipment maintained atyour facility. • The equipment to be included as part of this service, is itemized in the List of Maintained Equipment in this service agreement Page 7 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS Ikea .*rUfe- Data Protection & Data Recovery Services Siemens will perform scheduled database back-ups of your Server database & graphics and / or field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we will respond onsite (or online if such service is included in this service agreement) to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible. The equipment to be included as part of this service, is itemized in the List of Maintained Equipment in this service agreement Software Maintenance Siemens will address any programming errors, failed points, points in alarm, unresolved points or points in operator priority, both at the front-end workstation and at the field panel. We will perform this service using onsite visits and / or remote services (if applicable). Customer Directed Support With Customer Directed Support, Siemens will provide a trained and experienced automation specialist who will work under your direction. The intent of this service is to offer you labor assistance in completing a special project, or to meet a facility objective. Typical scenarios are: • Providing Operator coaching to help clarify any questions regarding the system functionality • Providing a specialist to complete special projects at the customer's direction • Participate in customer's evaluation and planning of future expansion and/or change of facility use. Research and document information required. • Providing a specialist for a specific period during facility startup / or commissioning, or sometimes during a re -commissioning of the facility in lieu of regular PM visit. • Evaluate and recommend where system efficiency may be enhanced, and operation improved. Automation Service Health Report The assigned energy engineer will collect the necessary trends from the Siemens Desigo Building Automation System and perform analysis to look for areas of improvement and areas of energy efficiency. Siemens will provide a report on the system twice a year to the City of Santa Ana. Page 8 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3864F2ED SIEMENS I1'r'"I�-forf^f-e— HVAC CONTROL SERVICES — MECHANICAL The service agreement includes: Preventive Maintenance Pneumatic controls can drift out of calibration with changes in mechanical component performance, building use, and climatic conditions. Siemens will provide preventative maintenance in accordance with a program of standard routines that include calibration as determined by our experience, equipment application and location. The equipment included under this service is itemized in the List of Maintained Equipment in this service agreement. Customer Directed Support With Customer Directed Support, Siemens will provide a mechanic or pipefitter who will work underyour direction. The intent of this service is to offer trained and experienced labor assistance in completing a special project, or to meet a facility objective. Specific job responsibilities, goals, work hours and other associated deliverables of this service are listed in the Appendix section of this service agreement. TRAINING Instructor -Led Training for City of Santa Ana Building Maintenance Staff Siemens recognizes the importance of maximizing the efficiency of your facility systems and optimizing their functionality. Through training provided by Siemens Industry, Inc., your organization will lower building costs while enhancing building performance. Your employees will be able to provide more meaningful analysis of building operations data and build their professional development with Continuing Education Credits through the Master Operator and Master Programmer Curriculum. Preferred Service Agreement discounted price for the City of Santa Ana prices may vary and there is no training included in this service agreement. CONTINGENCY FUNDS Funds for Miscellaneous and Unplanned Issues The city & Siemens recognizes the importance of maintaining the aging infrastructure of your facility systems and that there may be unplanned failures that will need to be attended immediately. There will be $75,000 allotted per fiscal year in addition to the dollar amount for the annual services for these unplanned projects and issues that occur. Page 9 of 13 DocuSign Envelope ID: D4193A34-EGC4-4761-996E-B77B3604F2ED SIEMENS �tnq-Gnui{y -fore fe Service Implementation Plan CONNECTIVITY A secure remote connection to your facility enables Siemens to respond quickly and maintain a high level of system up -time and performance. Not implemented at this time. Will need to coordinate with the City IT team. Remote Capability (CRSP) Maintenance for the City CRSP is for Siemens authorized specialists to remote into the Siemens Building Automation System at the city, Siemens has set up the necessary software on the BAS workstation on site and ensured that the BAS can be logged in securely from the Siemens office. This ensures that Siemens can remotely log in to the Siemens BAS system at the city to provide quicker and more efficient responses. City of Santa Ana to ensure the city's IT supports CRSP for the duration of the contract to be able to perform above tasks. SERVICE AGREEMENT CONTRACT CHARACTERISTIC Emergency Online/Phone Response 2- hours (Billable) 77771 Response time - onsite for non -emergency Next Scheduled Visit (Billable) Hours of Service 24 x 7 (Billable) Window for Call Handling 24 x 7 —Availability to take your call *Labor and material costs for troubleshooting problems and repairing or replacing components are handled separately. These costs can be billable or included within your Repair and Replacement Coverage. See List of Maintained Equipment to view your current Repair and Replacement Coverage. SIEMENS SERVICE PORTAL The Service Portal complements the personalized services you will receive from your local Siemens office by providing greater visibility into equipment and services delivered by Siemens. This web - based portal allows you the ability to confirm schedules, track repairs, manage agreements, generate reports, and access critical information; then share it acrossyour entire enterprise quickly and efficiently. The Service Portal is a user-friendly way to increase your productivity and the value of your service program. Page 10 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS �t�gernui�y�orti fe Maintained Equipment IApogee MEC 15 Services (Times per year): Preventative Maintenance (1) -Software Maintenance (1) Apogee MEC 15 Services (Times per year): Preventative Maintenance (1) -Software Maintenance (1) Apogee FLN Controller 1 Services (Times per year): Preventative Maintenance Apogee PXC Modular 3 Services (Times per year): Preventative Maintenance (1) -Software Maintenance (1) Apogee TEC 168 Services (Times per year): Preventative Maintenance (1) Apogee Server 1 Services (Times per year): Data Protection & Recovery Services (2) Valves 25 Services (Times per year): Preventative Maintenance (1) - Inspection (1) Air Compressors & Dryers Air comp. 3 HP 2 Services (Times per year): Preventative Maintenance (1) - Inspection (2) Air Compressors & Dryers Air comp. 2 HP 1 Services (Times per year): Preventative Maintenance (1) - Inspection (2) Air Compressors & Dryers Air Dryer 2 Services (Times per year): Preventative Maintenance (1) - Inspection (1) Controllers Receiver Controller 1 Services (Times per year): Preventative Maintenance (1) - Inspection (1) Controllers T-stat 60 Room, Single Pressure Services (Times per year): Preventative Maintenance (1) - Inspection (1) Valves & Actuators PRV 1 Services (Times per year): Preventative Maintenance (1) - Inspection (1) Page 11 of 13 DocuSign Envelope ID: D4193A34-E6C4-4761-996E-B77B3804F2ED SIEMENS ttip/ -for (Afe Service Team An important benefit of your Service Agreement derives from having the trained building service personnel of Siemens Industry, Inc. familiar with your building systems. Our implementation team of local experts provides thorough, reliable service and scheduling for the support of your system. Vincent Makuch — Account Executive manages the overall strategic service plan Kat Lindemann — Client Services Manager is responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services. Ben Peeples — Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements. Pete Valenzuela — Primary Service Specialist is responsible for performing the ongoing service of your system. TBD — Secondary Service Specialist who will be familiarized with your building systems to provide in-depth backup coverage. TBD — Service Coordinator is responsible for scheduling your planned maintenance visits and handling your emergency situations by taking the appropriate action. TBD — Service Administrator is responsible for all service invoicing including both service agreement and service projects. Page 12 of 13 DocuBign Envelope ID: D4193A34-EBC4-4761-996E-B77B3804F2ED SIEMENS �tncyP.fnu i1`v-(0 r— f Agreement Terms for Investment Services shall be provided at: 1. City Hall: 20 Civic Center Plaza, Santa Ana, CA 92701 2. City Yard: 122 N Newhope St, Santa Ana, CA 92703 3. Library- Main: 26 Civic Center Plaza, Santa Ana, CA 92701 4. Library- Newhope: 220 S Daisy Ave, Santa Ana, CA 92703 Siemens Industry, Inc. shall provide the services as identified in this Proposal and pursuant to the associated terms and conditions contained within. Duration (Initial Term and Renewal): This Agreement shall remain in effect for an Initial Term of 3 Periods beginning 2020-07-01. The Investments for each year after the Initial Term of the Agreement and each year of each renewal of this Agreement shall be determined as the immediate prior year's Investment plus an escalator of 3%. In addition, each renewal term pricing shall be adjusted for any additions or deletions to services selected for the renewal term. Initial Term Investments: Year 1 0710112020 to 613012021 Year 2 07/01 /2021 to 6130/2022 Year 3 07/0112022 to 613012023 Optional Extension Periods Year 4 07101 /2023 to 6/30/2024 Year 5 07/01/2024 to 6/30/2025 $53,993.00 (Annually in Advance) $55,613.00 (Annually in Advance) $57,282.00 (Annually in Advance) $59,001.00 (Annually in Advance) $60,770.00 (Annually in Advance) *Amount Due in Advance Based on Billing Frequency Applicable sales taxes are excluded from the Investments. The pricing quoted in this Proposal are firm for 30 days. Page 13 of 13 '�� & CERTIFICATE OF LIABILITY INSURANCE DATETYYY) 1L72J22019 019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER - IMPORTANT: R the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATOON IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER MARSH USA, INC. CONTACT "NAME. __. 445 SWTH STREET FAX....._— PHONELWLAo�AU: Nol: MORRISTONN: NJ 07960.6454 _ ____ -I,% .... EMAIL 1JPRESS ..... ..... ......__ INSURE13)AFFORDING COVEMGE NMC0 1001MRSS-19QO 610 OCKO NOC60 INSURER A: HDI Global lnwrance Company 141343 INSURED SIEMENS INDUSTRY, INC- IusuRa,Tra_vN_ers Properq Cawalty Co aiAmerxa 25674 1000 DEERFEID PARKWAY INSURER c-_The Trravelem indem_P!ly_ 1+a9Y 25656___, BUFFALO GAiNE, IL 6DO894513 INSURER O 1 INSURER E INSURERF IN q :i II 12 tat_\ If :6 2 H M 1.1 :1:T I THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPEOFINSDRANGE ACJDL,;SUSTij—_ __._— - — POLICYNUMSER POLICY EFF M/OD POLICYF.%P LIMITS A _% COMMERCOLGENERALIAASILITY GLD1110111 10101,2019 10A12020 _ _, EACHOCCURRENCE I S 1.000'000 _ CLAIT ADE X ' OCCUR -OAMAOEY6'RFNTEU-_._.._ PREMISES jEe oraurencel $ __._ — 1,B00,WB ____ I i ME; DE%F (AnY,w,e Parson) _$ 100.000 ..._..1 PERSONALaADVINJURY S _—� 1,000,000 GENT AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 10,000.000 POLICY _ PRO- JECT I_ JI LOC �1 PROOUCrS_ COMPRIP ABC i $ INGL OTHER 1 - h AUTOMOBILEUAa1LDY ITC2J-GAP-7449L34A-19 1B.U'1.'2Q19 1HL11'4)211 COMBINEDSINGL LIMIT ,IS 2,6B6,98D X ,1Ea acgdanlJ__., ANY AUTO _ '., BODILY INJURY (Per Person) S N/A ____ F OWNED SCHEDULED AUTOS ONLY __� AUTOS - BODILY INJURY aodonl j $ 1. NIA y HIRED % NON SWNED ,AUTOS ONLY _ AUTOS ONLY LY i I PROPERTY DAMAGE S rLPa ecpdentL_ ____ _. NIA UMBRELLALAB - _ OCCUR li EACH OCCURRENCE EXCESS LAS CLAIMS -MADE ) AGGREGATE S DED '1 RETENTIONS S cOMPERSATiON ( J-U 9X50B-1 ADS) 10i0i % SATUTE_ eat* ANDEMPLOYERVLASILITY AWPROPRIETOkPARTNENEXECUTIVE YIN TRK-UB-8049XS1A-t9(A2. MA, OR, WII 110,01,2020 '- -- _ ---- �10X11,'2019 B OFFICERiVEMBEREXCLUDED9 N NIA ❑ - E.I. EACH ACCIDENT $ 1,000,0D0 yMarkatorym TWXJ-U&7440W38a19 (OHBWA) 101012019 10,101r2020 EL DISEASE EA EMPLOYEE 1.000.000 d ead=N uurler...._. yy $500K LIMIT €SSWK SIR""""' IDESCRIPTIDN GF OPERAnIONS W. _. ..._ ..__ ELDISEASE -POLICY LIMIT I. $ _ i•000,9B0 DESCRIPTION OF OPERATIONS I LOCATIONS; VEHICLES (ACCRO 101, Additional Remarks Sc .dule, may As attachad it more apace is required) RE: SIEMENS JOB# X00077971. 51011CITY OF SANTA ANA SERVICE AGREEMENT SEE ATTACHED CERTIFICATE HOLDER CANCELLATION CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE RISK MANAGEMENT DIVISION THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA, 4TH FLOOR ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA CA 92701 REV; ED & APPROVED Y Ill$ ANAgEMENT DIVISION AUTHORIZED REPRESENTATIVE 1 of Marsh USA inc. 18 019 Manashi Mukhedee _3yllluno �- yd..+suve,�.0 V Vwl ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016183) SAMA •RO logo are registered marks of ACORD AGENCY CUSTOMER 10: 100129 LOG #: Morristown A� Rd ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA, INC. NAMED INSURED SIEMENS INDUSTRY, INC. ION DEERFIELD PARKWAY BUFFALO GROVE. IL 6MB9-051B MUCYNUMBER CARRIER NAIL CODE EEFECIIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance RE. SIEMENS JOB# 26=77971. 601,CITY OF SANTA ANA SERVICE AGREEMENT CLERKOF THE CITY COUNCIL ANOCITY OF SANTA ANA ARE INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND AUTOMOBILE LIABILITY INSURANCE POLICIES AND THECOVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NON CONTRIBUTORY INSURANCE TO THE EXTENT THATA CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY, INC. OR ITS SUBCONTRACTORS WITH RESPECT TO ALL OPERATIONS OF THE INSURED BUT ONLYWITH RESPECT TOALL WORK PERFORMED BY AND ON BEHALF OF THE NAMED INSURED, SIEMENS INDUSTRY, INC- FOR CERTIFICATE HOLDER UNDER CONTRACT. THE OWNER AND CONTRACTOR WAIVE ALL RIGHTS AGAINST EACH OTHER AND ANY OTHER CONTRACTOR, SUBCONTRACTORS. SUB -SUBCONTRACTORS, AGENTS, AND EMPLOYEES. FOR DAMAGES OR INJURIES CAUSED BY PERILS TO THE EXTENT COVERED BY INSURANCE EXCEPT SUCH RIGHTS AS THEY MAY HAVE TO PROCEEDS OF SUCH INSURANCE HELD BY THE OWNER AS A FIDUCIARY. $1,000,IID0 PROFESSIONAL LIABILITY IS INCLUDED UNDER THE GENERAL LIABILITY POLICY. COMPLETED OPERATIONS COVERAGE IS INCLUDED IN THE GENERAL UABILITY POLICY IF THESE POLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTENCONTRACT, WHICHEVER IS LESS. RE RIIE D & APPRpOVEoD C 18 2019 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: TC2J-CAP-7440L34A-TIL-19 COMMERCIAL AUTO ISSUE DATE: 08-23-19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not after coverage pro- vided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU RAVE AGREED TO ADD AS ADDITIONAL INSURED, BUT ONLY TO COVERAGE AND MINIMUM LIMITS REQUIRED IN A WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provi- sion contained in Paragraph A.I. of Section II — Cov- CA 20 48 10 13 ered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form & APPROVED tGEMENT DIVISION Inc., 2011 Page 1 of 1 M. LAMBERT POLICY NUMBER: TC2J-CAP-7440L34A-TIL-19 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.S., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss', provided that the CONDITIONS Section: "accident' or "loss" arises out of the operations S. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent & APPROVED nr:FMFNT Divis10N CA T3 40 0216 5 ve11rr1Iodemnity Company. All rights reserved. Page 1 of 1 Includes i aa-Seniees Office, Inc. with its permission. ent THA M. LAMBERT HDI GLOBAL INSURANCE COMPANY MANUSCRIPT ENDORSEMENT#32 Policy Number Named Insured GLD11101-11 SIEMENS CORPORATION Policy Period: Inception (M-D-Y) Expiration (M-D-Y) Effective Date and Time of Endorsement 10-01-2019 10.01-2020 10.01-2019 12:01 a.m. Standard Time at Address of the Insured. This Endorsement Changes The Policy. Please Read It Carefully. This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Form Who is an insured is amended to include as an additional insured any person whom you are required to add as an additional insured on this policy under a written agreement, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or orissiors of those acting on your behalf. The insurance coverage provided to such additional insured applies only to the extent required within the written agreement. The insurance coverage provided to the additional insured person shall not provide any broader coverage than you are requiredto provide to the additional insured person in the written agreement and shall not provide fimits of insurance that exceed the bwerof the Limits of Insurance provided to you in this policy, orthe lirrits of insurance you are required to provide in the written agreement. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, excess, contingent, or on a ny other basis, that is available to the additional insured for a loss we cover underthis endorsement. However, if the written agreement specifically requires that this insurance apply on a primary basis, this insurance is primary. If the written agreement specifically requires this insurance apply on a primary and non-contributory basis this insurance is primary to other insurance available to the additional insured and we will not sha re with that other ins ura nee. This endorsement shall prevail over additional insured endorsements that may apply under this poicy unless required othemise in the written agreement. , Authorimd Representative Al terms and conditions of the policy remain unchanged. THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN. REV WED&APPROVED Page ABY S MANAGEMENT DIVISION 18 2019 M. LAMBERT I:4141494\IIIIJIT, Wzl; clIaS VIE 511 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART 1.39: i #oPIq_� Name Of Person Or Organization: ANY PERSON OR ORGANIZATION TO THE EXTENT REQUIRED BY WRITTEN CONTRACT The following is added to Paragraph B. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have agairst the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or 'Your worV' done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above - REV D &APPROVED RIS ANAGEMENT��DIVISION CG 24 04 05 09 ®1 is ZQOffice, Inc_ 2008 Page 1 of 1 ❑ SAMANTHA M. LAMBERT TRAVELERS, WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) _ POLICY NUMBER: (TC2JM-e045x50-8-I9) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHOM A WAIVER OF SUBROGATION IS REQUIRED BY CONTRACT OR AGREEMENT OR PERMIT, BUT COVERAGE IS LIMITED TO THE SCOPE OF THE WORK PERFORMED BY THE INSURED UNDER SUCH CONTRACT, AGREEMENT OR PERMIT. DATE OF ISSUE: 08-23-I9 R y I k ED & APPRpOV OD 18 2019 AM HA M. LAMBERT