HomeMy WebLinkAbout25H - AGMT - POLICE FACILITY FIRE SYS MAINTENANCEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
SEPTEMBER 16, 2013
TITLE:
AGREEMENT WITH SIEMENS INDUSTRY
INC. FOR POLICE FACILITY FIRE SYSTEM
MAINTENANCE AND CITY-WIDE HVAC
SYSTEM REPAIRS
21 MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1" Reading
? Ordinance on 2nd Reading
? Implementing Resolution
? Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with Siemens
Industry, Inc. to provide Police facility fire system maintenance and City-wide HVAC system
repairs for a one-year period in an amount not to exceed $61,660, subject to non-substantive
changes approved by the City Manager and City Attorney.
DISCUSSION
The Santa Ana Police Department utilizes Siemens Industry, Inc. fire systems and controls
throughout its administration and holding facility. Siemens provides fire system maintenance,
which includes emergency on-site response 24 hours a day, an annual test of all fire systems by
certified specialists, sensitivity testing of all smoke detectors, cleaning of smoke detectors, and
repair and replacement of failed or worn components.
In addition, other City facilities, including City Hall, the Main Library, City Yard, El Salvador
Center and the Regional Transportation Center utilize Siemens for HVAC maintenance and
repairs. The vendor has agreed to renew the contract with a 3 percent increase in pricing, and
staff recommends renewing the contract for an additional year.
FISCAL IMPACT
Funds are available in the Police Department's Building and Facility account (no. 01114403
62300) and other department's contract services accounts (nos. 62300).
Carlos Rojas
Acting Police Chief
Police Department
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Mgmt Services Agency`/
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MAINTENANCE AGREEMENT
THIS MAINTENANCE AGREEMENT, made and entered into this 16`1' day of
September, 2013 by and between Siemens Industry, Inc. (Building Technologies Division), a
Delaware Corporation, hereinafter ("Consultant"), 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 (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
administering, maintaining and testing the fire alarm system at the Santa Ana Police
Department and repairing and maintaining the HVAC System at all City buildings.
B. City and consultant had a contract since 2009 with amendments to the contract in 2010
and 2011 to provide fire alarm maintenance and repair services at the Santa Ana Police
Department. The parties intended to amend the contract for a final year in 2012 but it
was not done. However, consultant continued to provide services and City continued to
utilize consultant's services during January 2013 to the present. City and consultant
intend to memorialize their intention to continue with the agreement until December 31,
2013 by way of this Building Maintenance Agreement.
C. Consultant represents that it is able and willing to continue to provide such services to
the City.
D. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting f mi 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:
I. SCOPE OF SERVICES
A. Consultant shall perform such fire alarm administration, maintenance and testing
on the fire alarm system at the Santa Ana Police Department as outlined in the attached Exhibit
"A and
B. Consultant shall perform such services as may become necessary for maintenance
and repair of the City's HVAC system and as requested by City at the prices set forth in the
attached Exhibit "B" entitled Price List.
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2. COMPENSATION
A. Consultant shall perform such fire alarm administration, maintenance and testing
on the fire alarm system at the Santa Ana Police Department as outlined in the attached Exhibit
"A" as needed and will bill the City on a quarterly basis at a rate of $7,915 a quarter for a total
amount of $31,660 as set forth in the attached Exhibit "C"; and
B. Consultant shall perform such services as may become necessary for maintenance
and repair of the City's HVAC system and as requested by City at the prices set forth in the
attached Exhibit "B" entitled Price List, specifically ASA Customer Rates, for a total amount not
to exceed $30,000.
3. TERM
This Agreement shall commence on the date first written above and terminate on
December 31, 2013, unless terminated earlier in accordance with Section 12, below. The term of
this Agreement shall include services previously provided since January 1, 2013 to the date of
this Agreement.
4. INDEPENDENT CONTRACTOR
Consultant 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
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant 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.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
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a. Commercial General Liability Insurance. Consultant shall maintain commercial general
liability insurance which shall include, but not be limited to protection against claims arising from bodily
and personal injury, including death resulting there from and damage to property, resulting from any act
or occurrence arising out of Consultant'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 there from, and
property damage, in the total amount of $1,000,000 per occurrence, $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 and not contributory with respect to insurance or self-insurance
programs maintained by the City; and (c) contain standard separation of insured's 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 provisions of Section 3700 of the
Labor Code, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
d. If Consultant 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.
c. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be famished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney,
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant 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 effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
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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
direct or indirect operations of the Consultant or its contractors, 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 Consultant 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.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
Consultant shall keep all medical information confidential and shall comply with all state
and federal laws, including but not limited to, privacy laws including HIPPA. If Consultant
becomes aware of a breach of security regarding confidential medical information obtained as a
result of this Agreement, Consultant will notify City and the effected individual in writing
immediately and no less than five (5) days thereafter.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
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9. 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:
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
Facsimile (714) 647-6956
With courtesy copies to:
and
To Consultant:
Chief of Police
Santa Ana Police Department
City of Santa Ana
60 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 245-8007
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647-6515
Siemens Industry, Inc., (Building Technologies Division)
10775 Business Center Drive
Cypress, California 90630
Facsimile (714) 761-0274
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 facsimile, 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 time frames, weekends, federal, state, County or City holidays shall be excluded.
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10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, 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 Consultant. 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 Consultant nor
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.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant 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
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 consultants retained by City.
12. TERMINATION
This Agreement may be terminated by either the City or Consultant upon thirty (30) days
written notice of termination. In such event, Consultant shall be entitled to receive and the City
shall pay Consultant compensation for all services performed by Consultant prior to receipt of such
notice of termination.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. 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.
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15. PROFESSIONAL LICENSES
Consultant 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 including the California Board of
Chiropractic Medicine. Consultant 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.
16. 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:
MARIA D. HUIZAR
Clerk of the Council
CITY OF SANTA ANA
KEVIN O'ROURKE
Interim City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
BY:
Laura A. Rossini
Assistant City Attorney
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RECOMMENDED FOR APPROVAL: SIEMENS INDUSTRY, INC.
CARLOS ROJAS
Acting Chief of Police
(Name)
(Title)
SIEMENS INDUSTRY, INC.,
(Building Technologies Division)
Tax ID#
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EXHIBIT A
j SCOPE OF SERVICES
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Advantage Services8
Agreement for City of Santa Ana, Police Department
Fire Life Safety Test and Inspection
September S, 2013
SIEMENS
?t
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Advantage Services
Agreement for January -December 2013 City of Santa Ana
September S, 2013
Siemens Industry, Inc. 91612013
Page 1
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Table of Contents
Advantage Services
1 t')varvi evi
1.1 Executive Summary
1.2 Customer Objectives
13 Current Situation
1.4 Siemens Capabilities & Commitment to Our Customers
7 Service SOlutlon
2.1 FIRE ALARM & LIFE SAFETY SERVICES
2.1.1 Customer Support Services
2.1.2 Technical Support Services
3 Serdtce Implementation plan
3.1 Maintained Equipment Table
3.2 Additional Fire Alarm Material List
3.3 Service Team
1 Siemens Industry, Inc.
1.1 Signature Page and Investment By and Between:
12 Terms And Conditions
?ppcusliz :A. Discouuc?d Labor & 6lawial Pricmv
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1 Overview
1.1 Executive Summary
You have made a significant investment in your facility and its complex technical systems which are critical to the
profitability and productivity of your 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 your unique facility, and the services provided herein will
help you in achieving your facility goals.
Siemens Project and Account Management
Manage and coordinate service program (On and Off Site), responsible for ensuring that our contractual obligations
are delivered, your expectations are being met and you are satisfied with the delivery of our services.
• NFPA 72 Fire Alarm Testing and Inspections
100% Annual testing of all fire panels, annunciation, smoke detectors, heat detectors, duct detectors, manual pull
stations, audio and visual devices, including horns and strobes, magnetic door holders. Semi-Annual testing of
waterflow and tamper switches. Smoke Detector Cleaning and Sensitivity also included.
1.2 Customer Objectives
City of Santa Ana, Police Department is requesting a proposal to provide fire alarm system maintenance services under one
program that coincide and meet NFPA 72: National Fire Alarm CodeO and as adopted by the local authority having
jurisdiction. This program will include scheduled testing only. Labor, field devices and equipment coverage or replacement is
not included in this agreement. This program will encompass the following buildings/campuses:
• City of Santa Ana, Police Department - 60 Civic Center Plaza, Santa Ana, CA 92702
City of Santa Ana, Police Department and Siemens Industry, Inc. understand that all buildings on each campus is covered
under this program. At anytime, City of Santa Ana, Police Department has the option to add additional buildings and parking
structures to this program as an amendment to this agreement. In addition, City of Santa Ana, Police Department and
Siemens Industry, Inc. understand that fire codes are periodically reviewed and modified by local, state, and national
jurisdictions. If at any time the codes change and it will affect the performance of the scope of work within this agreement,
Siemens Industry, Inc. holds the right to negotiate with City of Santa Ana, Police Department in order to be duly
compensated for the additional work required. The intent of the request is to enter into an agreement with Siemens Industry,
Inc. as the preferred vendor for the most feasible and expeditious service while maintaining the highest quality performance.
13 Current Situation
During a recent internal review City of Santa Ana, Police Department has identified some areas of improvement in the
current implementation of their management of the fire alarm system maintenance program for the Police Department. City
of Santa Ana, Police Department management has asked Siemens Industry, Inc. to assist in providing a technical support
program to assist them close the gaps on the areas identified during our meeting.
Siemens Industry, Inc. 9/6/2013
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It has also been shared and discussed at great length that a new approach and plan to the fire alarm system maintenance
program is needed. Siemens Industry, Inc. and the City of Santa Ana, Police Department agree that the need for a service
agreement will to be implemented where as Siemens Industry, Inc. will enter into a partnership with City of Santa Ana,
Police Department.
1.4 Siemens Capabilities & Commitment to Our Customers
Siemens Industry, Inc. is the 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.
Siemens is pleased to offer this proposal for technical support services to your facility. For more than 150 years, Siemens has
built a culture of long-term commitment to customers through innovation and technology. We are confident that we have the
capabilities to meet your critical facility needs today and in the future, and we look forward to the opportunity to serve you.
2 Service Solution
2.1 FIRE ALARM & LIFE SAFETY SERVICES
2.1.1 Customer Support Services
Written Report of All Services Performed
We will complete a service report for each visit detailing the purpose of the call and summarizing the work that was
performed.
Life Safety Log Book
We will provide a life safety log book containing information and guidance on the management of the Life Safety System.
All service records shall be recorded and kept within the log book. This log book shall serve as a reference for local
authorities, insurance carriers, and Siemens technical personnel.
Fire Alarm System Testing & Inspection
We will perform annual tests of all covered fire systems by certified specialists using testing protocols specified by NFPA as
well as any local guidelines that are required for your facility. Necessary documentation detailing the results of the
inspection, including a list of deficiencies, will be provided upon completion of the test to satisfy the AHJ and to maintain
your Certificate of Occupancy.
The equipment included as part of this testing agreement is listed in the List of Maintained Equipment section of this service
agreement. Siemens will provide a man-lift, if necessary.
Smoke Detector Cleaning and Sensitivity Testing
Smoke Detector Sensitivity testing will be performed, in accordance with NFPA guidelines, using the manufacturer's
recommended test methods and a UL approved testing device. We will provide an analysis of the test results along with
recommendations for detectors that require either cleaning or replacement.
A proposal to provide all deficiency repairs will be provided separately.
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2,L2 Technical Support Services
Emergency Onsite Response: Monday through Sunday, 24 Hours per Day
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 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.
3 Service Implementation Plan
3.1 Maintained Equipment Table
SIEMENS
Siemens Industry, Inc.
Service Agreement
Equipment Equipment
Category .. Number
Addressable Pull
Field
Field Peripherals
Peripherals Station 88
Services (Times per year): Test and Inspection (1)
Remote
Control & Control &
Control
Control/Annunciator
3
Annunciation Annunciation P
Panel
Services (Times per year): Test and Inspection (1)
Control & Control & NCCNT Computer 2
Annunciation Annunciation
Services (Times per year): Test and Inspection (1)
Detectors Detectors Addressable 817
Smoke Detector
Services (Times per year): Test and Inspection (1)
Detectors Detectors Addressable Duct 82
Detector
Services (Times per year): Test and Inspection (1)
Addressable Heat
Detectors Detectors
Detector 57
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Services (Times per year): Test and Inspection (1)
Field Field Peripherals Door Holders 20
Peripherals
Services (Times per year): Test and Inspection (1)
Phone
Field
Peripherals Field Peripherals JacksNVarden 5
Stations
Services (Times per year): Test and Inspection (1)
Field Field Peripherals Speakers/Horns
Peripherals 79
Services (Times per year): Test and Inspection (1)
Field Field Peripherals Speakers/Horns 104
Peripherals with Strobes
Services (Times per year): Test and Inspection (1)
Field Field Peripherals Strobes 68
Peripherals _
Services (Times per year): Test and Inspection (1)
Field Field Peripherals WaterFlow Switch 31
Peripherals Monitor Module
Services (Times per year): Test and Inspection (2)
Field Field Peripherals Tamper Switch 52
Peripherals Monitor Module
Services (Times per year): Test and Inspection (2)
Control & Control & Digital Dialer 2
Annunciation Annunciation
Services (Times per year): Test and Inspection (1)
3.2 Additional Fire Alarm Material List
Equipment
Edwards IRC-3 FACP w Mfg/Model
Number
3
Field Transponders 3
Voice-Com 6
Power Boosters 6
Remote Graphic Annunciator 1
Printer 1
Parts - Up to $5001Device
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3.3 Service Team
An important benefit of your Service Agreement derives from having the trained 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.
The following list outlines the service team that will be assigned to the service agreement for your facility.
Your Assigned Team of Service Professionals will include:
Denise Read - Senior Account Executive, Fire manages the overall strategic service plan based upon your current and
future service requirements.
Victor Johnson - Operations Account Engineer 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.
Vishal Gupta - Service Operations Manager is responsible for managing the delivery of your entire support program and
service requirements.
Maria Smith - Service Coordinator is responsible for scheduling your planned maintenance visits, and handling your
emergency situations by taking the appropriate action.
Mike Reinig - Service Administrator is responsible for all service invoicing including both service agreement and service
projects.
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I Siemens Industry, Inc.
1.1 Signature Page and Investment By and Between
Siemens Industry, Inc. City of Santa Ana, Police Department
10775 Business Center Drive 20 Civic Center Plaza, Room B-19
Cypress, CA 90630 Santa Ana, CA 92702
Denise Read, 714 252-1346 John Aguilar
Services shall be provided at 60 Civic Center Plaza, Santa Ana, CA 92702
Siemens Industry, Inc. shall provide the services as outlined in the attached proposal dated 09/05/13 and the attached terms
and conditions. This agreement shall remain in effect for an Initial Term of I year beginning 0 1/0 1/2013 and from year to
year thereafter.
Investments
Year 1 0 1/0 1/2013 to 12/31/2013 $31,660 annually paid $31,660 in advance
Applicable sales taxes are not included in the price of this proposal. Prices quoted in this proposal are firm for 30 days.
Proposal accepted by: Proposal submitted by:
Denise Read
Facilities Department Senior Account Executive, Fire
City of Santa Ana, Police Department Siemens Industry, Inc.
Signature
P.O.#
Or
Customer purchase order included as an attachment to this
agreement and will be referenced on invoices.
Customer purchase order not required. Invoices will be approved
and processed with signature of authorized customer representative.
Signature
Date
Eric Ackermann
Southern California FSS Area Sales
Manager
Signature
Date
The Customer acknowledges that when approved by the Customer and accepted by Siemens Industry, Inc.: (i) the Proposal and the Contract Terns and
Conditions, (together with any other documents incorporated into the forgoing) shall constitute the entire agreement of the parties with respect to its subject matter
(collectively, hereinafter refemed to as the "Agreement-) and (ii) in the event of any conflict between the terns and conditions of the Proposal and the terms and
conditions of The Contract Temps and Conditions, the Contract Terms and Conditions shall control.
BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS,
THAT SIEMENS INDUSTRY, INC. OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET
FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE CUSTOMER.
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1.2 Terms And Conditions
SERVICE TERMS AND CONDITIONS (REV. 10109)
Ankle /: General
1.1 (a) This Agreement constitutes the entire, complete and exclusive
agreement between the parties relating to the sarvice; (-Servai to be
provided by SIEMENS and supersedes ant cancels all pnor proposals,
agreements and understandings, written Or Orel, raising to the subject matter of
this Agreement. Neither parry may assign the Agreement or any rights or
obligations hereunder without the prior written consent of the other except that
either PeM may assign this Agreement to Its affiliates and SIEMENS may
Brent a security interest in the proceeds to be paid to SIEMENS under this
Agreementassign proceeds of the Agreement. and/or use subcontractors in
performance of the Services. The terms and conditions of this Agreement shall
not be modified or rescinded except in writing. with the prior approval of the
legal Departments of SIEMENS and Customer arW signed by duly authorized
officers or managers of SIEMENS and Customer
101 Nothing contained In this Agreement shall be constmed to give any n9Ms
or benefits to anyone other Ben the Customer and SIEMENS without the
express written consent of both parties. Al provisions of this Agreement
allocating respenslblllly or Ilabilty between the parties ,half survive the
completion of the Services and termination of this Agreement.
(c) Certain terms and conditions contained herein may not apply to the Services
to be provided hereunder It is the Intent of the parties, however, that the
interpretation to be given to the terms and Conditions, is to apply a0 terms and
conditions unless deady inapplicable given the type of Services InalUded.
1.2 This Agreement shelf be governed by and enforced in accordance with the
laws of the State of Illinois. Any litigation arising under this Agreement shall be
brought in the State x CommormveaM in which the Services are provided to
Customer. TO THE EXTENT PERMITTED BY LAW. THE PARTIES WAIVE
ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS
AGREEMENT.
1.3 Atte the exphatlor of de Mi Tenn.9is Agr a stet aLt m caly rerewfa
vxes onoyearperiodsbeWnngenI amverswydate Otde IMet Term Ixiess
dated dlerwise ct the Ayeemet.
EiiFa petty may tannWe a amend this AgeertaY et the ad of the Wtinl Tenn
14
or at vie end of a renewal land by gvirg Me offer party at least shay (60) days pna
w RIa NECe of sure, armand ert, pir intent hat to renew
1.5 If, fixing a wtttin W dan ri me, tram of this Agreement. Cus. engages
"SIEMENS employee wNo 1es pManxtl wet Wprthis a any War ageertlelt
between Customer and! SIEMENS. Customer shot pay SIEMENS an amount equal to
the enpt»ee's West small a."
Article 2: Covered Equipment
2.1 'covered equnpnanY shall mean that equipment expressly identified as
System Components in this Agreement The Customer represents that at the
commencement of this Agreement all Covered Equipment is in satisfactory
working condition and complies with all applicators codes.
2.2 If the fire o life safety system is included as part of the Covered
Equipment does rot comply with all applicable codes or if removal of any
Covered Equipment from coverage would compromise or impair the integrity Or
the compliance wth raw of any system or Services. and Customer falls to take
corrective action, than SIEMENS may terminate this Agreement without further
obligation and retain all motes received pursuant to this Agreement.
2.3 Alf testing and inspection of any Covered Equipment provided for in this
Agreement will be performed at the time add place ant in the manner deemed
appropriate by SIEMENS, in accordance with applicable law and the
requirements of than current National Fire Protection Association b°NPPA1
guidelines if applicable, and other relevant standards. Customer is solely
responsible for. and hereby indemnifies and holds SIEMENS harmless from
and against, any lability arising from Customers specification of a testing
schedule Other than then current NFPA or other applicable standards or laws.
2A If the Covered Equipment is altered or moved by any person, including
Customer, other than SIEMENS or a person authorized by It, Customer shell
Immediately notify SIEMENS in waiting, and SIEMENS reserves the right to
Perform a reacceptance test on, Or If necessary, a recommissioning of the
system at Customers expense. Reacceptance tests will be performed in
accordance with than current NFPA or other applicable requirements, and
charged on a time and materials basis.
Ankle 3: Services by SIEMENS
3.1 SIEMENS shall only perform the Services identified in this Agreement.
3.2 SIEMENS shall have no [lability or obligation to continue providing
Services in the event Customer fails to (a) authorize a reaccepance test or
recommissioning that SIEMENS reasonably deems necessary; (b) notify
SIEMENS Of any modifications or changes to the Covered Equipment or
unusual or materially changed operating conditions. hours of usage. system
malfunctions or building alterations that may affect the Services (c) PrOVIdether
access to any site where Services are to be performed: or (d) Operate, service
Or maintain the Covered Equipment in accordance with manufacturers or
supplier's indmdions or this Agreement. Aker any of me aforesaid events
SIEMENS may terminate or suspend services under this Agreement
immediately, upon giving notice to Customer.
3.3 Any repairs and replacements of Covered Equipment as maybe expressly
Siemens Industry, Inc., Building Technologies Division
included in the Services are limited to restoring the proper working condition of
such Covered Equipment. SIEMENS will not he obligated to provide
replacement Covered Equipment that represents significant capital
Improvement compared to the original. Exchanged or removed components
became the property of SIEMENS. except Hazardous Materials, which under
al circumstances remain the property and responsibility of Customer.
3.4 Unless agreed otherwise, Services do not include and SIEMENS is not
responsible fair (a): list semce or provision of consumable supplies, including
but not limited to baltan is and helon cylinder charging (b) reinstallation or
relocation of Covered Equipment. (c) painting or refinishing of Covered
Equipment or surrounding surfaces. (d) changes to Services: (e) Perts.
accessories, attachments or other devices added to Covered Equipment bid
not furnished by SIEMENS (D failure to community provide suitable Operating
enviroomant Inducing, but no lirsted to, adequate space. ventilation, electrical
power and protection from the elemeMsl or (g) the removal at reinstallation of
replacement valves, dampers, wategow switches, venting or draining systems.
SIEMENS Is not responsible for services performed on any Covered
Equipment Other then by SIEMENS or its agents.
15 The Services shall be performed in a manner consistent with the degree of
care and skill ordnany exercised by persons performing the same or similar
Semces in the same locale under similar circumstances and conditions.
3.6 SIEMENS shall perform toe Services during its local, normal working
hours, unless otherwise stated in this Agreement.
3.7 SIEMENS is not nequired to condi d safety or other tests, Install or
maintain any devices or equipment or make modifications or upgrades to any
equipment beyond the scope of this Agreement. Any request to change the
scope or the nature of the Services must be in the form of a mutually agreed
change order, effective only when executed by all partles hereto.
3.8 At reports and admings specifically prepared for and deliverable to
Customer pursuant to this Agreement (*Oeliverabss') shall become Customers
property upon full payment W SIEMENS. SIEMENS may retain file copies of
such Deliverables. All other reports. notes, calculations, date, drawings.
estimates, specifications, manuals, Other documents and all computer
programs, codes and computerized marshals prepared by or for SIEMENS are
instruments of SIEMENS' work ('Instruments) and shall remain SIEMENS
property . Siemens conveys no sparse to software unless Otherwise expressly
provided in this Agreement. All Deliverables and Instruments provided to
Customer are for Permitted Users' use only for the purposes disclosed to
SIEMENS, and Customer shell not transfer them to others or use them a
permit them to be used for any extension of the Services or any other purpose,
without SIEMENS' express written consent. Afey, reuse of Delverebles a
Instruments for other projects or locations without the written consent of
SIEMENS, p use by an y party other win Permitted Users, will be at parmined
Users' sole risk and without liability to SIEMENS: and, in addition to any other
nghts SIEMENS may have. Customer shall indemnity, defend and hold
SIEMENS harmless from any claims, losses or damages ending therefrom.
3.9 Customer acknowledges that SIEMENS, to ft normal conduct of its
business. may use concepts, skills and know-how developed while performing
other contracts. Customer acknowledges the berlefll which may accrue to it
though this practice, and accordingly agrees that anything In this Agreement
notwithstanding Siemens may continue. without payment of a royalty, this
predicts of using concepts, skids and maw-how developed while performing this
Agreement.
110 Where Sentices inchde energy c0osting any estimates of probable
construction or implementation costs, financial evaluations. feasibility studies of
economic analyses Prepared by SIEMENS. the documents Prepared for the
Customer will represent SIEMENS' best )udgmem based on SIEMENS'
experience and the information reasonably available to SIEMENS at the time
that the Services are perfom ed. Customer sclmowedges that SIEMENS does
not control: (a) the costs of labor, materials, equipment or services fumished by
others, (b) overall market conditions: or. (c) compactors' methods of
determining pnces. Accordingly, Customer acknowledges that proposals, bids
or actual costs may differ from opinions, evaluations or Studies submitted by
SIEMENS as part of the Semces provided hereunder.
3.11 Where Services Include EMC, SIEMENS will have a disaster recovery
plan and a disaster contingency plan.
Arfkk4- Resporu/b/lit/esof Customer
41 Customer, without cost to SIEMENS. shall.
(a) Designate a contact person with authority to make decisions for Customer
regarding the Services and provide SIEMENS with information sufficient to
correct such person to an emergency. if such representative cannot be
reached. any request for Services received from a person located at
Customer's site will be deemed authorized by Customer. and SIEMENS MR. in
its reasonable discretion, ad accordingly;
(b) Provide or orange without cost all reasonable provisions, means and
access for SIEMENS to airy site and the equipmera wnere Services are to be
performed:
(c) Permit SIEMENS to control and/or operate all controls. systems.
apparatus, equipment and machinery necessary to perform me Services,
Sxn cli Only 2009
Siemens Industry, Inc. 9/6/2013 Page 9
25H-21
(d) Furnish SIEMENSMth all available information pentlnenttm the Services:
(e) Obtain and furnish to SIEMENS all apPrOVals. permits and consents from
government authorities and others as may be required for performance of the
Services except for those SIEMENS has expressly agreed in writing to obtain:
(f) Maintain the Services site in a safe condition; notify SIEMENS promptly
of any site conditions requiring special care; and Provide SIEMENS with any
available documents describing the quantity. nature. location and extent of such
conditions;
(g) Comply with all laws and provide any notices required to be given to any
government authorities in connection with the Services, except such notices
SIEMENS has expressly agreed in this Agreement to give;
(h) Provide SIEMENS with Material Safety Data Sheets (MSDS) conforming
to OSHA requirements related to all Hazardous Materials at the site which may
impact the services:
(i) Furnish to SIEMENS any contingency plans related to the site
1) Fumtsn the specified operating environment. including without limitation.
suitable, clean, stable. property conditioned electrical power and other utilities:
(k) Maintain all Covered Equipment in good woridng order in compliance with
al applicable laws and service, repair and replace all Covered Equipment as
necessary; and.
(1) Perform inspections and tests as indicated in the Life Safety System
Logbook and record same in the Life Safety System logbook.
4.2 Customer acknowledges that Me technical and pricing information herainis
proprietary to SIEMENS and agrees not to disclose o otherwise make it
available to others.
4.3 Customer acknowledges that it is now and shall be at al times in control of
the Services site. SIEMENS shall not have any responsibility, duty or authority
to direct, supervise or oversee any employees or contractors of Customer or
their work or to provide the means, methods or sequence of their work or to
stop their work. SIEMENS' work and/or presence at a site all not relieve
others of their responsibility to Customer or to others. Except as expressty
provided herein. SIEMENS is not responsible for the adequacy of the health,
safety or security programs or precautions related to Customer's or it other
contractors activities or operations; the work of any other person or enbry: or
Customers site conditions. SIEMENS is not responsible for inspecting,
observing, reporting or correcting health or safety conditions or deficiencies of
Customer or others at Customers site. So as not to discourage SIEMENS
from volur ally addressing such issues, in Me event SIEMENS does make
observations, reports. suggestions or Othervvise regarding such issues,
SIEMENS shall not be liable or responsible for same.
4.4 Except as expressly stated in this Agreement, Customer is solely
responsible for any removal. replacement o refinishing of the building structure
or finishes that may be required to perform or gain access to the Services.
4.5 Customer alone shad ad to Prated life and property from the time a partial
or full system failure occurs until SIEMENS notifies Customer that such system
is operational or roe emergency has been cleared. Customers actions ship
include all epproptlale interim safety precautions (such as a manual "fire
watch9. SIEMENS shall have w obligation to provide guards, fire watch
personnel. W other services following a system false. except Services as are
specifically provided for in this Agreement.
4.6 Customer shell rat attach to the system or Covered Equipment any device
that interferes with the Services or the proper operation of the system or
Covered Equipment.
Artlche 5. Compensation
5.1 Annual Fee(si shall be adjusted for each year after the final year of the
Initial Term pursuant to the agreed Price Adjustment hereto and incorporated
herein. Unless otherwise agreed in writing, ills Agreement is not cancelable
and the annual fee is not refundable except as provided herein.
52 payments to be made under tts Agreement wg proved for, and be in
consideration of, oty Services speci6cally, iincluded ender the Proposed Saudi Al
ether SeMces, including bit rid meted to Oro fdlawing, shell be uPargay riled or
exchanged on a time sixf materials basis: (a) emergency Services performed at
Customers regest, 0 Inspection does rid reveal any deficiency covered by the
Agreement th) Services performed other than dog SIEMENS' normal wCh"
Nouns: and(q Serves pedomedonee pmentnot coveredby MSAgmamnd.
5-3 SIEMENS shall invoice Customer as provided in this Agreement, or if not
expmssy provided. then on an annual basis prior to the Start Date and annually
thereafter on the anrxversary of such Start Date. Invoices are due and payable
net cash upon receipt unless Customer has applied and been approved for
credit with SIEMENS, in which case the imalce is payable within 30 calendar
days of receipt by Customer or as otherwise set forth in this Agreement. If any
in
payment is not received when due, SIEMENS may deem customer to be
breach hereof and may enforce any remedies available to it hereunder or at
law, inducing without limitation, acceleration of payments and suspension 0
termination of Services at any time and without notice, and shall be entitled to
compensation for Services previously performed and costs reasonably ixunetl
in connection with the suspension or termination. In the event that any payment
due hereunder is not paid when due. Customer agreest to pay, upon demand
as a late charge. one and one-half percent 11 5%) of the amount of the payment
per month. linked by the maximum rate permitted by law of each overdue
Siemens Industry, Inc., Building Technologies Division
amount under this Agreement. Customer shall reimburse SIEMENS' costs and
expenses including reasonable attorneys' and witnesses' fees) incurred for
collection under INS Agreement. If Customer disputes any portion or al of an
irrvoce. it shall rally SIEMENS in writing of the amount in dispute and the
reason for its disagreement within 21 days of receipt of the invoice. The
undisputed portion shell be paid when due, and interest on any unpaid potion
shell accrue as aforesaid. from the date due until paid, to the extent that such
amounts are finely determined to be payable to SIEMENS.
5A Except to the extent expressly agreed in this Agreement. SIEMENS' fees
do not include any taxes, excises, fees. duties, permits o other government
charges related to the SeMces. Customer shall pay such amounts or reimburse
SIEMENS for any Amounts it pays. If Customer claims a lax exemption or
direct payment permit. it shall provide SIEMENS with a valid exemption
cri ifcale o permit and indemnify, defend and hold SIEMENS families from
any taxes, costs and penalties arising out of same.
5.5 Unless agreed otherwise, the pricing for each year after the Initial Term of
the Agreement and each year of each rerei of the Agreement shall be
determined as the immediate prior year price Pius a Free escalator based upon
the U S. Department of Labor, Bureau of Labor Stabsitcs Urban Consumer
Price It Urban Consumers U.S. All items, 1982- 1984=100 ('CPI-U').
In addition, each renewal term pricing shall be adjusted for any additions or
deletions to Services selected for the renewal lam. The price escalator shag be
the latest semi-annual CPI-U identified above published prior to each annual
anniversary. This escalator shall be applicable to each annual term. whether a
renewal term our an annual term after the first year of the Initial Tenn.
Article 6. Charges; Delays; Excused Performance
6.1 As the Services are performed, conditions may charge or circumstances
Outside SIEMENS' reasonable control (such as changes of law) may develop
which require SIEMENS to expand additional costs. effort or time to complete
the Services, in which case SIEMENS shat notify Customer and an equitable
arQustment made to the compensation and time for performance. In the evert
conditions or circunSences require Services to be suspended or terminated,
SIEMENS shall be compensated for Services performed and for costs
reasonable incurred In connection with the suspension or termination.
6.2 SIEMENS shat not be responsible for loss, delay. Inquiry, damage or
failure of pedomnance that may be caused by circumstances beyond its control,
including but not limited to ads our omissions by Customer or its 0"loyces,
agents or contractors. Acts of God war. crvll commotion, sets or omissions of
government authorities, fire. (hell, corrosion, flood, water damage, lightning.
freeze-ups, strikes, lockouts, differences with workman, dots, explosions,
quarantine restrictions, delays in transportation, or shortage of vehicles. fuel.
labor or materials. In the event of any such circumstances, SIEMENS shag be
excused from performance of the Services and the time for performance shag
be extended by a period equal to the time lost plus a reasonable recovery
peded and Me compensation equitably adjusted to compensate for additional
costs SIEMENS incurs de to such cl¢l amOs.
Article 7. Warranties; Disclaimers; undfbdon of Llah/liry
7.1 Labor in performing the Services is warranted to be free from defects in
workmanship for 90 days after the Services are performed Al labor provided
by SIEMENS hereunder found to be defective and otherwise qualtfying under
this weranty shall be re-performed by SIEMENS. Such re-performance
hereunder shall rot intemipt or prolong the terms of this warranty. In the event
Met any such rcperf smence fails to cure such defects, then Customers
exclusive remedy against SIEMENS for damages from any cause whatsoever,
whether in contract or tort, shall not exceed an amount equal to the limitation set
forth in Section 7.5 herein.
7.2 THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE IS IN LIEU
OF AND EXCLUDES ALL OTHER WARRANTIES, STATUTORY.
EXPRESS. OR IMPLIED. INCLUDING WITHOUT LIMITATION ALL
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY. OR
WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST
PATENT INFRINGEMENTS OR DEFECTS. WHETHER HIDDEN OR
APPARENT, AND EXPRESS OR IMPLIED WARRANTIES WITH RESPECT
TO COMPLIANCE OF THE COVERED EQUIPMENT WITH THE
REQUIREMENTS OF ANY LAW. REGULATION, SPECIFICATION OR
CONTRACT RELATIVE THERETO, WHICH ARE HEREBY EXPRESSLY
DISCLAIMED.
7.3 Customer hereby, for it and any parties claiming under it. releases and
discharges SIEMENS from any liability ansing out of all hazards covered by
Customers insurance. and all claims against SIEMENS arising out of such
hazards. including any right of subregation by Customers insurance carder, are
hereby waived by Customer.
7.4 ANY IDEAS. SUGGESTIONS, RECOMMENDATIONS, FINANCIAL
EVALUATIONS. FEASIBILITY STUDIES OR ECONOMIC ANALYSIS
PREPARED BY SIEMENS UNDER THIS AGREEMENT WILL REPRESENT
ITS BEST JUDGMENT BASED ON ITS EXPERIENCE AND THE
AVAILABLE INFORMATION. CUSTOMER ACKNOWLEDGES THAT THE
ENERGY MARKET IS VOLATILE AND SUBJECT TO FREQUENT PRICE
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Siemens Industry, Inc. 9/6/2013 Page 10
25H-22
AND REGULATORY CHANGES. THEREFORE. CUSTOMER FURTHER REDUCTIONS THAT MAY BE AVAILABLE TO CUSTOMER. FURTHER.
ACKNOWLEDGES THAT SIEMENS DOES NOT CONTROL FUTURE CUSTOMER HEREBY RELEASES SIEMENS FROM ANY AND ALL
MARKET CONDITIONS OR THE ENERGY MARKET'S REGULATORY LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM
ENERGY MARKET INCENTIVE OR ENERGY// FUEL COST REDUCTION TOHATCOULDENANV
CLIMATE. CUSTOMER NOTHING AS A PREDICTION SHALL OF FUTURE CONSTRUED
CONDITIONS OR ENERGY PRICES. ACCORDINGLY, SIEMENS DOES WAY BE OBTAINED BY CUSTOMER.
NOT PROVIDE CUSTOMER A GUARANTYOR WARRANTY OF THE Ardele9: Hazardous Matenals Pro"/sons
RESULTS OF SIEMENS' RECOMMENDATIONS. CUSTOMER 9.1 The Services does not tmuce directly orindirecty performing or arranging
MAKESANY AND ALL ENERGY PROCUREMENT AND RELATED for the detection. monitoring, handling, storage, removal, transportation,
DECISIONS. CUSTOMER ACKNOWLEDGES THAT ALL ENERGY disposal or treatment of oil or Hazardous Materials. Except as disclosed
PROCUREMENT AND RELATED DECISIONS ARE MADE AT THE pursuant to this Article, Customer represents that, to its best knowledge. there is
CUSTOMER'S SOLE RISK. no asbestos or any Other hazardous or toxic matenatc, as defined in the
7.5 WITH RESPECT TO ANY LIABILITY (WARRANTY OR OTHERWISE) Comprehensive Environmental Response. Compensation and Liability Act of
THAT SIEMENS MAY HAVE UNDER THE AGREEMENT, IN NO EVENT 1980, as amended. the regulations promulgated thereunder, and other
SHALL SIEMENS BE LIABLE (INCLUDING WITHOUT LIMITATION. UNDER applicable federal. state or local law ("Hazardous Materials'). present at
ANY THEORY IN TORTS) FOR ANY LOSS OF USE. REVENUE. Customer's Sites wlxere the Services are perfumed- SIEMENS wig notify
ANTICIPATED PROFITS OR SPECIAL, INDIRECT. INCIDENTAL OR Customer immediately it it discovers or suspects the presence of any
CONSEOUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST Hazartlous Material AN Services have been priced and agreed to by SIEMENS
PROFITS AND/OR LOST BUSINESS OPPORTUNITIES) ARISING OUT OF in reliance on Customer's representations as set forth in this Article. The
OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES presence of Hazardous Matenals constitutes a change in this Agreement
WHETHER ARISING IN WARRANTY, TORT. CONTRACT STRICT whose terms must be agreed upon by SIEMENS before Its obligations
LIABILITY, OR ANY OTHER THEORY OF LIABILITY. WHETHER, FOR hereunder shalt continue.
WARRANTY. LATE OR NON-DELNERY OF ANY SERVICES. AND 9.2 Customer is solely responsible for testing. abating. encapsulating,
WHETHER SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF removing, remedying or neutralizing such Hazardous Materials, and for the
SUCH DAMAGES: and, in any event, SIEMENS' aggregate liability for any and costs thereof. Customer is responsible for the Proper disposal of all Hazardous
ag claims, losses or expenses (Including attorneys fees) arising out of INS Materials and Oil that at any time are present at the SeMces site in accordance
Agreement, or out of any Services furnished under this Agreement, whether with al applicable federal, state, and local laws, regulations, and ordinances.
based in contract, negligence. smct liability, agency. wenar y, trespass, Even if change order has been entered into pursuant to this Article, SIEMENS
indemnity or any Other theory of facility, shall be limited. as liquidated damages, shall have the right to stop the Services until the site is free from Hazardous
to the greater of $1,W0 Of 10% of the total compensation received by Materials. In such event, SIEMENS shag receive an equitable extension of time
SIEMENS from Customer under this Agreement. SIEMENS reserves the right to complete the Services. and compensation for delays caused by Hazardous
to control the defeme and settlement or any claim for which SIEMENS has an Matenals remedaton. In no event shall SIEMENS be required or contmed to
Obligation under the warranty hereunder. The parties acknowledge that the once take title, ownership or responsibllity for such Oil or Hazardous Materials.
wtich SIEMENS has agreed to perform its Services and obagalions under this Customer shag sign any required waste manifests in conformance with all
Agreement is calculated based upon the foregoing imitations of liability, and government regulations, listing Customer as the generator of the waste.
that SIEMENS has expressly relent on, and would not have entered into this 9.7 Customer warrants that, prior to the axewtion of this Agreement, It shall
Agreement but for such imitations of liability nottly SIEMENS in writing of any anal all Hazardous Materials which to
7.6 it Is understood and agreed by and beheeen the pates that SIEMENS Is Customers best knowedge are present, potentially present or likely to become
not an insurer and this Agreement is nor intended to be an insuance policy, or a Present at the Services Site and shag provide a copy of any site safety policies,
substil le for an insurance policy. Insurance, if any, shall be obtained by including but not limited to lack-out and tag procedures, chemical hygiene plan,
Customer. Fees are based saley upon the value of the Services, and are MSDSs or Other items required to be disclosed or maintained by federal. state,
unrelated to the value of Customers Property or the property of others Pn or local laws, regulations or ordinances.
Customers Premises. 9.4 Customer shag Ndemniy, defend and hold SIEMENS numnless from and
AnbleS. LJIWW as o/MWdananrc Serv¢ oall wa against any damages. losses. costs. liabilities or expenses (Including attorneys'
8.1 SIEMENS will not nd responsible for la menterence, repair or replacement cf. fees) arising out of any Oil or Hazardous Materials or from Customers breach
or Services necessgated by reason of (a) nor-maintainable, rwrfepiaceate a of, or fath:re to perform its obligations under this ANcle.
obsolete pads of the Equipment, ircidng but not IrtSed to ductwork slat and ties. Article 10: Import/Export Indemnity
hent exchangers, =its," cabinets,casings, refri materiel, electrical wimp. water 10.1 Customer acknowledges that SIEMENS is required to comply with
and paurgtlc piping structural suppori contng tower H, slats and beans, etc, bless applicable export laws and regulations raising to the sale, exportation, transfer,
otherwise spnlgc ly Signed herein: or (b) negligence, abuse, nisise. Improper or assignment, disposal and usage of la Cowed Equipment a Servkes
Inadequate repairs or rtgdflatias. inpraxr operator, lack of operate rrlartemaxe provided under the Contract, including any export license regwremants,
or slug, leilae lo comply win meMechnes operating and environmental requirements, Customer agrees that such Cowart Equipment a Services shall not at any
Alts ofGod, aothe reasons beyodilscatrcl. SIEMENS assuersrromspaaibilry, ltime directly or indirectly be used, exported. add transferred, assigned or
or any service petaned m any, Covered Egiprnent other than by SIEMENS or Is otherwise disposed or in a manner which wig result in ran-complance wain such
agents. applicable export hews and regulations. It shall be a condition of the continuing
82 SIEMENS shel lwt be respondeb for loss, decay, kguy ad W the maybe performance by SIEMENS of is obligations hereunder that compliance with
caused by tlrturdences beyond IS catrd, ncidng bug not restricted to acts a such export laws and regulations be maintained at all times. CUSTOMER
arusaiars by Customer or its employees or agents. Ads of God. war, evil commotion. AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY
ads of government, fire, gal, common, gout `cater damage, lightning. freeze-ups, AND ALL COSTS. LIABILITIES. PENALTIES, SANCTIONS AND FINES
cartMer vinces, program a system hackers, strikes, bdwuts, drteremi with RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS
wpamen, nor, explosions, quarantine, reshchors, delays in hempdrtation, a shotage AND REGULATIONS.
of vandea, Il bbM a materials. Arlk/efi: Small BUs(MSSCprreem
8.] SIEMENS is =m able fa repahs, replacemensasenices iD EgulpTad 11.1 SIEMENS shall adhere to FAR 52.219-8 regarding the 'Utilization of Small
due o corrosion. erosion, Improper or inadequate water treatment by ogans. eledroytic Business Concerns', as pad of its Commercial Small Business Subcontracting
a chormcal action, or mesas beyond IS measaeble COrxtrd. Agreement with the federal government SIEMENS' policy Is to offer smatl
84 SIEMENS ShelrM be rnspmadeforlha rensvel orrnmlalatmd replacement business concerns, including Small disadvantaged businesses, women owned
valves damsel waledbw and tamper silcros, airflow stations. and any Other small-0usumases, HURZone small businesses, veteran owned small businesses
pen eneny mounted integral pipe a ar duct component. Addtiaay, SIEMENS shag and service disabled veteran owned small businesses- the 'maximum practical
not 0e responsible for any ventag or dial of systems, opportunity' to Participate In performing contracts let by any commercial entry.
8.5 WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP local government or federal agency. including subcontracts for subsystems,
CUSTOMER TO ATTAIN REBATES ANMR INCENTIVES FROM AVAILABLE assemblies, components. and related services for major systems.
SOURCES OR ENERGYIFUEL COST REDUCTION. CUSTOMER
ACKNOWLEDGES THAT ANY REBATEBNCENTIVE OR ENERGY/ FUEL
COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER IS
GRANTED BY A THIRD PARTY OUTSIDE THE CONTROL OF SIEMENS.
CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILL
EITHER ASSIST CUSTOMER OR ENDEAVOR ITSELF TO OBTAIN ANY
AND ALL REBATES/INCENTIVES OR ENERGY/ FUEL COST REDUCTION
AVAILABLE. SIEMENS DOES NOT GUARANTEE THAT IT WILL OBTAIN
OR APPLY FOR ALL REBATES/INCENTIVES OR ENERGY/ FUEL COST
Siemens Industry, Inc., Building Technologies Division Service Only 2009
Siemens Industry, Inc. 9/6/2013 Page 11
25H-23
Appendix A. Discounted Labor & Material Pricing
As a Service Agreement customer with an active contract, you will receive the benefit of a discount from our standard
labor rates and material prices. Standard rates and preferred customer rates are documented below.
Siemens Industry, Inc.
Rates effective from June 1, 2013 through December 31, 2013
Please note: Rates shown are for the period referenced above and are subject to change.
We are responding to a request for service at your facility. It is possible the service you are requesting is considered billable according to the terms of your Advantage
Services Agmement (ASA) and I or your system warranty. An account representative may contact you to discuss the services we are providing in order to ensure your
satisfaction and clarify any billing that may arse from this service. For your convenience, we are providing a copy of our most recent published service rates. As an ASA
customer, you will be entitled to your contracted discount for all labor in the event this service call is billable. Please be advised that Portal to Portal labor charges may
apply.
Service ASA ASA ASA Non-ASA
Customer Customer Customer Customer
Standard Time Over Time Double Time Standard Time
Fire 2Hr Min 2Hr Min 2Hr Min 4Hr Min
On-Sim Service Call $146,00/hr $190.00/hr $233.00/hr $190,001hf
Fee: On Site Trip $701 Trip $701 Trip $70 I Trip $95.00 / Trip Overtime rates in the table apply for calls Monday through Friday 4:30 p.m. - 8:00 am excluding Holidays. Gable time applies for Sundays and Holidays.
All rates are current as of 0110112013 and are subject to change with or without notice. Please be advised that Portal to Portal labor charges may
apply.
Minimum Charge: Service involving travel to the customer site will incur a two-hour minimum labor charge and $50.00 vehicle trip charge.
Material Rates: Customers with an active Service Agreement will benefit from a discount percentage on the standard pricing for Siemens Industry.
Inc. products. Customers without a Service Agreement will pay standard pricing for Siemens Industry, Inc. products.
Siemens Industry, Inc. 9/612013
Page 12
25H-24
EXHIBIT B
25H-25
Siemens Industry, Inc.
February 15, 2013
Mr. John Aguilar
City of Santa Ana
20 Civic Center Plaza, Rm. B-19
Santa Ana, CA 92702
Ref: Renewal FIRE Service Agreement: 2600025786/Oranas County Fire Authority
Our records indicate that the FIRE service agreement between Siemens Industry, Inc. - Building
Technologies Division and City of Santa Ana Police Facilities expired December 31, 2012. We will renew
your contract with your authorization. The renewal dates and amounts are indicated below.
The intent of this letter is to inform you that Siemens Industry, Inc. - Building Technologies Division will
renew this contract based on our long time partnership with your facility and your Contractor Agreement A-
2009-196, dated 1217/09. This renewal will commence with the same terms and conditions and the same
scope of work.
Contract Period & Amount:
1/1/2013 through 12/3112013: $31,660.00 (Billed Quarterly $7,915/Quarter)
Upon review and acceptance, please complete the below "ACKNOWLEDGEMENT' section and fax this
letter to my attention Fax 714 826.3945, or email to denise.read@siemens.com.
Please feel free to call me at 714 454-5533 if you have any questions.
Thank you.
Deo4m ,Feed
Senior Service Sales, Fire Division
714 454-5633 Mobile, 714 8263945 Fax
10775 Business Center Drive, Cypress, CA 90630
25H-26
EXHIBIT C
10
25H-27
SIEMENS AUTHORIZATION TO PROCEED
we are and l or your system arranty. An account represents live may contact you to discuss the services we are proddi g in billable order to ensure our satisfaction and clarify any billing that may arse from)
this service. For your convenience, we ere providing a copy of our most recent published service rotes. As an ASA customer, you will be entitled to your contracted discount br all labor in the
event this service call Is billable. All rates are current as of 0010112011 & are subject to change with or without notice. Please be advised that Portal to Portal labor charges may apply.
Service ASA
Customer
Standard Time
On-Line Support: 1 Hr Min
Modem or Phone $153.00/hr
Automation 2 Hr Min
OnSiteService Call $153DOlhr
mechanical 2 Hr Min
OnSite Service Call $140.00lhr
Electronic Installer 2 Hr Min
On-91teService call $114.001hr
Electrical Services 2 Hr Min
On-Site Service Call $182.00/hr
Fire 2Hr Min
On-Sit; Service Call $146.00/hr
security 2Hr Min
or site Service Call $139.00mr
Project Manager 15ervice
Account Englneer
2Hr Min
On-Site Service Call $208.00/hr
F 0 Site Trip $70,00 I Trip
ASA
customer AoA
Customer Cb.-
- Customer
Over Time Customer
Double Tim
Over Time Double Time Standard Time
1 Hr Min
1 Hr Min
2Hr Min
2Hr Min
2Hr Min
$199.00lhr $245.COlhr $198.00lhr $297.C0/hr $396.00/hr
2 Hr Min 2Hr Min
4 Hr Min
4Hr Min
4Hr N8n
$199,00/hr $245.CO/hr $198.00Ihr $297.OOIm $396.00lhr
2 Hr Min 2Hr Min
4 Hr Min
4Hr Min
4Hr Min
$182.00/hr $224.00/hr $182.00/hr $273.00lhr $364.001hr
T Hr Min
2 Hr Min
4Hr Min
4Hr Min
4Hr Min
$150.001hr $18400/hr $148.00/hr $222.0) $296.001hr
2HrMin 2Hr Min
4 Hr Min
4Hr Min
4Hr Min
$237.00Ihr $291.OOlhr $236.00/hr $354.OOlhr $472.001hr
2 Hr Min
2 Hr Min
4Hr Min
4Hr Min
4Hr Min
$19000/hr $233.00lhr $190.OOlhr $285,OOlhr $380,001hr
2 Hr Min
2Hr Min 4 Hr Min 4Hr Min 4HrMin
..,,,
, ?11?-
4 Hr Min I4Hr Min I4Hr Min
2 Hr Min 2Hr Min anon nr
ee: n
Overtime rates in the table apply for calls Monday through Friday 4:30 p.m. -8-,00 am xcludl Holidays. Double time applies for Sundays and Holidays.
Siemens Notification #:
(Required by Siemens): Description of work:
Customer Site Name:
Customer Site Address:
(Required by Customer):
Bill to Company Name & Address:
Sold to Company Name & Address:
Accounts Payable Name & Address:
(Required by Customer):
Customer PO # (Please include faxed or e-mail Copy):
Authorized Buyer: Pdn, Name o81B
Signature By signing this document, you are agreeing to payment in full upon receipt of Invoice.
Quick Quote Price Not to Exceed (By Siemens Only): $
i s Representative: Pdn1N8 a Date
s. news
Industry, Inc. Building Technologies Division will dispatch upon receipt of authorization. (Return Fax # 714-761-0274)
the in she a b an an-saa icabe IW. P vab m
be dW ant payabb by msaerer upon receipt.Further, setler rasa res MApAt lolnveka<mlGrcn monWY as lrowakpNpresses.MaY melerials de0vered bn
er becomes OveNner anypmdress peymam, stlla shall he atltled Wsop wok shy Ee enAtleJ roinlerest al Ne'asser of en dmual talent IB%athe maeineum hi@renpermier by appkaa?e Iwc ant alsoax+as
darenletlkz Sorer shall also ba anutle0 b such aterestan all awume mWneO bYastaner Nan pmgless Paynenls aWherwiea. Customs aatem Ihaz he ? pry anJ la reimburse sellaM anY ad alreesaede atl
ells In Necciecllan platgWte Oue and payers he,emder. Prices aewgect:ocarxdon br star..
Siemens Industry, loc.
Building Toclanologies Division Tel: (714) R 16-1444
10775 Business Center Drive Fax: (714) 761-0274
Cypress, CA 90630-5221 25H-28