HomeMy WebLinkAbout25A - AGMT - CIVIC CENTER CAMERA SYS MAINTENANCEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
DECEMBER 2, 2013
TITLE:
AGREEMENT WITH SIEMENS INC. FOR OC
CIVIC CENTER CAMERA SYSTEM
MAINTENANCE
1
CITY MANAG R
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
F —A DO
❑ As Recommended
❑ As Amended
❑ Ordinance onI"Reading
❑ Ordinance on 2nd Reading ❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Award a contract to Siemens Inc. for Orange County Civic Center Camera System maintenance
for a period of eighteen months, in an amount not to exceed $109,540, subject to non -
substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The United States Department of Homeland Security, Office of Grants and Training has
developed the Urban Areas Security Initiative (UASI) funding program. This initiative was
designed to enhance the domestic preparedness of urban areas by ensuring that all emergency
first responders have adequate and appropriate equipment and training to prevent, respond to,
and recover from acts of terrorism. Santa Ana has been designated as an Urban Area Core City
since 2003. As such, for certain grant years, Santa Ana is responsible for purchasing equipment
and providing training to the other 34 jurisdictions in Orange County.
The US Department of Homeland Security has identified Critical Infrastructure & Key Resources
(CIKR) protection as a priority for state and local jurisdictions. The Anaheim /Santa Ana Urban
Area has funded all phases of a Video Security /Surveillance system for the Civic Center and
Police Department within the City of Santa Ana.
The project began with the installation of a video camera system at police headquarters to
harden and protect the perimeter of the facility. Phase I was completed in early 2012. Phase II
included the installation of approximately 25 -30 cameras around the OC Civic Center, creating a
similar network to what exists at police headquarters. Due to the City of Santa Ana being the
County Seat, the buildings and entities in the Civic Center are vital to the day -to -day operations
of the City, State, and Federal governments. The Ronald Regan Federal Courthouse, U.S.
Marshalls and Customs, California Appellate Court, Orange County Criminal Courts building, and
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Agreement with Siemens for Camera Maintenance
December 2, 2013
Page 2
the Santa Ana City Hall are all co- located within the OC Civic Center. The cameras installed in
this phase connect into the police department's existing network, allowing for first -hand incident
prevention, response, and management capability. The system is very complex and uses state -
of- the -art video management technology. Without a comprehensive maintenance agreement, the
Civic Center and Police Department risk losing the hardened security provided by the cameras.
Technical hardware and software are susceptible to and require consistent updates and /or minor
adjustments or replacements.
The equipment and services associated with this project will be acquired through Siemens
(original vendor /architect/builder of the system) using the National Joint Powers Alliance (NJPA).
Santa Ana City Municipal Code Section 2 -807 (d) which authorizes the City to purchase from
vendors who have been awarded the same type of purchase contract from any public agency
utilizing a competitive bid process. The base agreement is for $99,540 and a $10,000
contingency has been added for unanticipated improvements, for a total not to exceed amount of
$109,540 for an 18 month period.
FISCAL IMPACT
Funds are available in the FY 2013 UASI Grant fund (no. 12514407 - 62300 - 14422001182 -3498)
t APPROVED AS TO FUNDS AND ACCOUNTS: �
�A mm�a � I\L) )� , Carlos Rojas Francisco Gutierrez
Acting Chief of Police Executive Director
Police Department Finance & Mgmt. Services Agency
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MAINTENANCE SERVICE AGREEMENT
This Agreement ( "Agreement ") dated December 2, 2013, by and between SIEMENS INDUSTRY, INC.,
An Illinois corporation, ( "Siemens "), and the City of Santa Ana, a charter city and municipal corporation,
( "City ").
RECITALS
A. The City of Santa Ana has purchased and installed a video security / surveillance system for the
Police Department and Civic Center, to protect critical infrastructure and key resources.
B. The City desires to retain a contractor having special skill and knowledge to maintain and
repair the video security / surveillance system.
C. Siemens represents that it is able and willing to provide such services to the City.
D. In undertaking the performance of this Agreement, Siemens represents that it is
knowledgeable in the field and that any services performed by Siemens under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional contractor 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
Siemens shall provide maintenance and repair services for the Orange County Civic Center
Security System, as set forth in Exhibit A to this Agreement. Said services shall be performed in
accordance with Siemens Service Terms and Conditions (Rev. 10/09), except as amended by this
Agreement. Additional equipment and/or system modifications may be approved, on the written approval
of the City Project Manager.
2. COMPENSATION
City agrees to pay, and Siemens agrees to accept as total payment for its services, a monthly fee
of $5,530.00, payable in advance by the first day of the month. A contingency of $10,000.00 shall be
available for the additional equipment and system modifications, as set forth in Section 1, above. The
total sum to be expended under this Agreement shall not exceed $109,540.00, during the term of this
Agreement.
3. TERM
This Agreement shall commence on the date first written above and terminate on May 31, 2015,
unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be
extended for up to one additional 18 -month period upon a writing executed by the Chief of Police and the
City Attorney.
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4. INDEPENDENT CONTRACTOR
Siemens 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 Siemens performs the services which are the
subject matter of this Agreement; however, the services to be provided by Siemens shall be provided in a
manner consistent with all applicable standards and regulations governing such services. Siemens 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, Siemens shall maintain and shall
require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Siemens 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 Siemens'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.
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, Siemens, if Siemens 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, Siemens agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Siemens pursuant to
this section:
(i) Siemens shall supply City with a fully executed additional insured endorsement for
commercial general liability and automobile coverages which a) names the City of Santa
Ana, its officers, employees, agents and volunteers as additional insured, b) provides that
Siemens insurance coverage shall be primary and that any other insurance, or self
insurance maintained by the City, its officers, employees, agents and volunteers shall be
excess of Siemen's insurance and shall not contribute with it.
(ii) Siemens agrees to waive subrogation which any of its insurers may acquire from Siemens
by virtue of payment of any loss. Siemens agrees to obtain any endorsement that may be
necessary to effect this waiver of subrogation.
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(iii) Siemens shall maintain all insurance required above in full force and effect for the entire
period covered by this Agreement.
(iv) Certificates of insurance shall be furnished to the City upon execution of this Agreement
and shall be approved in form by the City Attorney.
(v) 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.
(vi) Certificates and renewals shall be sent to:
Santa Ana Police Department
Homeland Security Division
60 Civic Center Plaza
Santa Ana, CA 92702
e. If Siemens 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 Siemens's right to be paid for its time and materials expended prior to
notification of termination. Siemens 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
Siemens agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
consultants, special counsel, and representatives from liability 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 negligence or willful misconduct of
Siemens 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. 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.
7. CONFIDENTIALITY
If Siemens receives from the City information which due to the nature of such information is
reasonably understood to be confidential and /or proprietary, Siemens 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 Siemens disclosed in a publicly available source; (c) is in rightful possession
of the Siemens without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Siemens without reference to information disclosed by the
City.
25A -5
8. CONFLICT OF INTEREST CLAUSE
Siemens 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.
9. NOTICE
With the exception of insurance certificates and renewals covered by Section 5.e.iv, above, 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 telefacsimile 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
With courtesy copies to:
Santa Ana Police Department
Homeland Security Division
60 Civic Center Plaza
Santa Ana, CA 92702
To Siemens: Siemens Industry, Inc.
Douglas Hicks, Business Development Manager
10775 Business Center Drive
Cypress, CA 90630
(714) 866- 289 -3006 Fax Number
(714) 252 -1306 Phone Number
Doug.hicks@siemens.com
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
telefacsimile, 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.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Siemens,
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 Siemens. 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
25A -6
hereof, shall not bind or obligate Siemens 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 Siemens, Siemens
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 the City upon thirty (30) days written notice of
termination. hi such event, Siemens shall be entitled to receive and the City shall pay Siemens compensation
for all services performed by Siemens prior to receipt of such notice of termination.
13. DISCRIMINATION
Siemens 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.
Siemens 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.
15. LICENSES AND PERMITS
Siemens 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. Siemens 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 hereinbelow 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.
25A -7
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 Cowicil
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Laura Sheedy
Assistant City Attorney
FOR APPROVAL:
CARLOSROJAS
Interim Chief of Police
CITY OF SANTA ANA
DAVID CAVAZO:S
City Manager
SIEMENS INDUSTRY, INC.
ERIC ACKERMAN
Area Fire Safety & Security Manager
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EXHIBIT A
SIEMENS MAINTENANCE PROPOSAL
DATED
NOVEMBER 11, 2013
25A -9
SIEMENS
INDUSTRY, Inc.
November 11, 2013
Officer Otto Laufer
City of Santa Ana Police Department
60 Civic Center Plaza
Santa Ana, CA 92702
Subject: City of Santa Ana Police Department Surveillance System Maintenance Proposal
Scope of Work Summary
p TA N9
40LiG£
Siemens is pleased to provide the following comprehensive Technical Support/Service Program (TSP) to the City
of Santa Ana and the Santa Ana Police Department. The design and purpose of this program is based on the
need to ensure system uptime, availability and resiliency for the City of Santa Ana Police Department facility and
the Civic Center Campus Security Systems.
The enclosed Siemens Service Program includes the following Coverage Features:
Test and Inspection
Camera Cleaning
Milestone Software Upgrade Program (SUP)
Repair and /or Replacement of Video Surveillance System components
Test and Inspection
Siemens to provide two inspections and testing of identified components per year. Siemens shall visually inspect
identified components on a twice annual basis for any damage. Based on our findings during the test and
inspection process Siemens technicians will provide parts replacements and system optimization. Coverage will
include those components identified as critical to the system operation. The list includes:
- Cameras
- Radios
- Antennas
- Power Supplies
- Switch Equipment
- VMS Software and related PC Hardware
Camera Cleaning
Siemens will clean cameras located in and around the Santa Ana PD facility and the cameras installed as part of
the Civic Center Campus Security System. This proposal includes cleaning for the following cameras and
quantities:
- Cameras in and around the Santa Ana PD, 48 in total.
- Cameras installed during the Civic Center Campus Security System project, 35 in total, seven (7) of which
are located at intersections which will require a bucket truck.
Milestone Software Upgrade Program (SUP)
Siemens will provide for the yearly renewal of the Milestone Software Upgrade Program (SUP). SUP provides for
online customer service access. Milestone requires a valid SUP for all technical support functions. Lapse in SUP
could critically affect service performance on your system. Please note our proposal includes the cost to re -new
the SUP with Milestone on or about May 1 5'2014.
Siemens Confidential and Proprietary
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iSIEMENS
buff
NOUSTRY, Inc.
Repair and /or Replacement of video surveillance system components
The program provides the City of Santa Ana and the Santa Ana Police Department with priority service response.
Siemens service prioritizes in coming service requests based on TSP contracted services, nature of request
(emergency and non - emergency) and order of call (as logged by Customer Service Call Center). Customers with
contracted Technical Support Programs (TSP) will always be Siemens' priority customers. The response time for
customers with a TSP contract is a maximum of four (4) hours for emergency conditions and next business day
for all non critical calls. After hours and emergency service is offered to those customers contracting for this level
of service. Customers without a TSP contract and relying on "Time and Materials" service receive first available
service (after TSP customers have been serviced). Items covered under this agreement include:
- Cameras: Axis indoor /outdoor fixed cameras, indoor /outdoor PTZ cameras. Camera count included in this
proposal includes: (48) cameras in and around the Santa Ana PD and (35) cameras installed during the
Civic Center Campus Security System Project
- Radios: (30) Ubiquity radios, (2) Bridgewave radios, one installed on the roof of the PD and the other on
the roof of Santa Ana City Hall
- Antennas
- Power Supplies
- Cisco Switch Equipment supplied by Siemens
- Cables: Siemens guarantees the workmanship of the cabling installed by a Siemens technician or our
valued sub contractors for one (1) year
- SureView Immix Siemens Technical Support'
- (2) HP DL380 & (2) HP DL360 Servers
Siemens Confidential and Proprietary
25A -11
SIEMENS
INDUSTRY, Inc.
Synopsis
hN�
aSUCf
Service
Coverage
Response time — onsite for critical components
Response time 4 hours
Response time — onsite non - emergency
Next business day — Monday through Friday
8:00am -5:00 m
Hours of Service
24/7/365
Emergency Service
Weekends, Holidays and after hours included
Milestone Video System Software
Included
Software Revisions included as released
Labor Coverage
Included
Parts Coverage
Included
Preventative Maintenance —visual inspection
ncluded, three times during contract term
Camera Cleaning
Included, three times during contract term
Siemens Pricing Summary
Siemens Industry, Inc. shall provide the services as outlined in this proposal dated 11/11/2013 and the attached
terms and conditions.
Duration: This agreement shall remain in effect for an Initial Term of 18 months beginning 12/1/2013.
18 months 12/01/2013 to 05/31/2015 $99,540.00 paid in advance
Applicable sales taxes are included in the price of this proposal. Prices quoted in this proposal are firm forgo
days.
Proposal accepted by: Proposal submitted by:
Otto Laufer
Officer Santa Ana Police Department
Signature Date
P.O.#
M
❑ 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.
Thank you for your time and consideration,
Doug Hicks
Business Development Manager
Siemens Industry, Inc.
Cities and Infrastructure
714 - 454 -9809
Siemens Confidential and Proprietary
25A -12
Doug Hicks
Business Development Manager
Siemens Industry, Inc.
Signature Date
Eric Ackerman
Area Fire Safety and Security Manager
Signature Date
SIEMENS
INDUSTRY, Inc.
The Customer acknowledges that when approved by the Customer and accepted by Siemens Industry, Inc.; (i) the Proposal and the Contract
Terms 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 referred to as the "Agreement") and (ii) in the event of any conflict between the terms and
conditions of the Proposal and the terms and conditions of The Contract Terms 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.
SERVICE TERMS AND CONDITIONS (REV, 10109) Included In the Services are limited to restoring the proper working condition of
Analclel: Cho erel such Covered Equlprnenl. SIEMENS will not be obligated to provide
1.1 (a) This Agreement conallial the entire, complete and exclusive replacement Covered Equipment that represents significant capital
agreement between the parties relating to the services ( "Seat yi to be improvement compered to the original. Exchanged or removed components
provided by SIEMENS end supersedes end cancels all pdar proposals, become the property of SIEMENS. except Hazardous Materiels, which under
agreements and understandings, when or oral, relating to the suspect matter of all circumstances remain the property and responsibility of Customer
this Agreement. Neither party may assign the Agreement or any rlgbts or 3.4 Unless agreed otherwise, SeMces do Rat Include and SIEMENS Is not
obligations hereunder without the prior written consent of the other except that responsible for (a): (a) service or provision of consumable topples, including
either party may assign this Agreement to its affiliates and SIEMENS may but not limited to batteries and Fell cylinder charging; (b) nanstalaton Or
grant a security interest to the proceeds to be Said to SIEMENS under this relocation of Covered Equipment, (c) painting or refinishing of Covered
Agreement; assign proceeds of the Agreement; and /or use subcontractors In Equipment or surrounding surfaces; Ch changes to S¢Ncos; (e) parts,
performance of the Services. Tha terms and conditions of this Agreement shell accessodes, attachments or other devices added to Covered Equipment but
not be modified or rescinded except in writing with the prior approval of the not furnished by SIEMENS; (f) failure to continually provide suitable operating
Legal Deparimervts of SIEMENS and Customer and signed by duty aghodEed envatoment including, but not United to adequate space, ventilation. electrical
officers ormenagers of SIEMENS and Customer. power and protection from the elements; or Sp the removal or reinstallatlon of
gn Nothing contained In this Agreement shall be construed to give any rights replacement valves, dampers, waterflow switches, venting or draining systems.
or benefits to anyone other than the Customer and SIEMENS without the SIEMENS is not responsible for services performed on any Covered
express written consent of both parties. All provisions of this Agreement Equipment other than by SIEMENS or its agents.
allocating resporestu rty or Ilabllity between the partles shall survive the 3.8 The Services shall be performed In a manner consistent with the degree of
completion of the Services and termination of this Agreement. care and skill stalnedly exerclsed by persons performing the same or similar
(c) Certain terms and conditions contained herein may not apply to the Services Services in the same locale under similar circumstances end conditions.
to be provided hereunder. If is the intent of the parties, however. that the 3.6 SIEMENS shall perform the Services during its local, normal vmrking
IRdefpfetalion to be given to the terms and conditions Is to apply all terms and hours, Unless otherwise stated In this Agreement .
conditions unless clearly Inapplicable given the type of Services included. 3.7 SIEMENS is not required to conduct safety or other tests, install or
1.2 This Agreement shall be governed by and enforced in accordance with the maihiatn any devices or equipment or make modifications or upgrades to any
laws of the State of Illinois. Any fission arising under this Agreement shall be equipment beyond the scope of this Agreement. Any request to change the
brought In the Slate or Commonwealth In %Nch the Services are proulded to scope or the nature of the Services must be In the form of a mutually agreed
Customer. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE change order, effective onlywhen executed by all Pulse hereto.
ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS 3.8 AN reports and drawings specifically prepared for and deliverable to
AGREEMENT. Customer pursuant to this Agreement (`Oefivxwbf vf) shall become Customers
1.3 Afterthe eNchadon of me Inhal Term, MIS Agreement shall ishomalicafy rearm la property upon full payment to SIEMENS. SIEMENS may retain fre copies of
succeasloe one yearpededs beginning an the anntversary data of Me lnldal Term unless such Deliverables, All other reports. notes, calculations, data bravados,
slated dheRase inthe Agreement, estimates, specifications, manuals, other documents and all computer
1A FiNxnparty may lermirete aementl[his Agreement al the antl of [M1e initial Term programs, codes and computerized materials prepared by or for SIEMENS are
OF at the end of a renewal term by hang the other parry at leas[ suvy (00) days poor Instruments of SIEMENS' work ( 'Insvumend) and shall remain SIEMENS
'mitten nonce of suchamendmenis orinant not to renew. property. Siemens conveys no license to sonyvare unless olreadi ,expressly
1.5 H. dubng ad n:Wn 90 days after the term of this Advanced, Qammer engages provided in this Agreement. At Delivort and Instruments provided to
any Sl EMENS eleplaym who has performed work under this or any other agreement Customer are for Permitted Users use only for the purposes disclosed to
between Customer and SIEMENS. Custaner shall pay SIEMENS an amount cousin, SIEMENS, and Customer shall not transfer them to others or use them or
the emplosai latest annual salary. permit them to be used for any extension of the Services or any other purpose.
Artro1e2: Covered Equipment without SIEMENS' express wrltlen consent. Any reuse of Deliverables or
2.1 "Covered etathro t" shall mean that equipment expressly identified as Instruments for other projects or locations Abdul the written consent of
System Components in this Agreement, The Customer represents that at the SIEMENS, cruse by any party other than Permitted Users, will boat Permitted
commencement of this Agreement ell Covered Equipment is in satisfactory Users Sole risk and without liabilily to SIEMENS, and in adjudicate any other
working condllon and complies with all applicable codes, rights SIEMENS may have. Customer shall Indemnify, defend and hold
2.2 H the fire or fife safety system is Included as pad of the Covered SIEMENS harmless from any dolma, losses or damages arising therefrom.
Equipment does not comply with all applicable codes or If removal of any 3.9 Customer acknowledges that SIEMENS, In the name] cana l of Its
Covered Equipment from coverage would compromise or impair the integrity or business, may use concepts, skills and know -how developed while performing
the compliance with law of any system or Services, and Catonist' falls to take other contracts. Customer acknowledges the benefit which may accrue to It
cor ecllve astloa than SIEMENS may terminate. this Agreement w,thauf former though this practico . and accordingly agrees that anything In this Agreement
obllgafiom and retain all monies ro eleadpumuontlo this Agreement. notwithstanding Siemens may continue, without payment of a royally, this
2.3 All ban[p, and ar pecllon of any Covered Equipment provided for in this practice of using concepts, skills and know -how developed while performing this
Agreement will be performed at the time and place and in the manner deemed Agreement,
appropriate by SIEMENS. In accordance with applicable law and the 3.10 where Sauces include energy consulting, any estimates Of probable
.comments of than current National Fire protected Association ( "NFPA") construmtlon or lmplerrrentaflon costs, financial evaluations, feasibility studios or
guidelines if apals.ble, and other relevant Standards, Customer is solely economic analyses prepared by SIEMENS, the documents prepared for the
responsible far, and hereby indemnifies and holds SIEMENS harmless from Customer will represent SIEMENS' best judgment based on SIEMENS'
and against, any lability acting from Customer's Specification of a testing experience and the information reasonably available to SIEMENS at the time
schedule other than then current NFPA or other applicable standards or It that IDs BervPpes am performed. Customer acknowledges that SIEMENS does
2,4 IT the Covered Equipment Is allered or moved by any parson, Including not control. (a) the costs of tabor, materials, equipment or services fundshad by
Customer, other than SIEMENS or a person authorized by It, Customer shall others; (or averad market conditions or, le) coniredors' methods of
imm istely notify SIEMENS in writing, and SIEMENS reserves the right to determining prices. Aesord rgy. Customer acknowledges that proposal, bids
perform a raecceptance test on, or If necessary, a recommissioning of the or actual costs may differ from opinions, ovaluatlons or studies submitted by
system at Customer's expense, Reacceptenca tests will be performed in SIEMENS as part of the Services provided hereunder .
accordance with then current NFPA or other applicable woolromenis. and 3.11 Where Services Include EMC, SIEMENS will have a disaster recovery
charged on a time and materials basis, plan and a disaster contingency plan.
Afarele S Services by SIEMENS Arilcle d: Responslbli ties of Customer
3.1 SIEMENS shall onlyperfonnlhe Seruess Identified lnthle Agreement, 4.4 Customer, without nest to SIEMENS, shelf
3.2 SIEMENS shall have no liability or obligation to continue providing (a) Designate a contact person with authority to make decisions for Customer
Services is the event Customer fails to pin authorize a reecceptence lest or regarding the Services and provide SIEMENS with mformahon sufficient Iq
recommissioning that SIEMENS reationality deems necessary: (b) naliry contact such careen In an emergency. If such representative cannot be
SIEMENS of any modifications or changes to the Covered Equipment or reached, any request for SeMces facatvad from a person located at
unusual or asterisk, changed Operating conditions, hours of usage, system Customer's site will be deemed authorized by Customer, and SIEMENS will, In
malfunctions nbuildlo, alterations that may affect the Sarvless',(c) preyidethe its reasonable discretion, ad accordingly;
acoess to any site where Services are to be performed or (d) operate, service (b) Provide or orange without cost all reasonable provisions, means and
or maintain the Covered Equipment in accordance win manufacturer's or access for SIEMENS to any site and the equipment where Services are o be
suppliers instructions or this Agreement. After any of the aforesaid events performed
SIEMENS may terminate or suspend services under this Agreement
Immedlatal, upon gluing notice to Customer. (of Permit SIEMENS to control and/or operate all controls, systems,
31 Ary repelrs and replagamanls of Covered Equipment as may be expressly apparatus, equipment and machinery necessary to perform the Services;
Siemens Industry, Inc., Building Technologies Division Service Only 2009
Siemens Confidential and Proprietary
25A -13
SIEMENS
INDUSTRY, Inc.
al.rc
(d) Furnish SIEMENS with all avallabla information pertinent to the Services', amount under this Agreement. CUSlomer shall reimburse SIEMENS costs and
(a) Obtain and furnish to SIEMENS all approvals, permits and consents from expenses (including reasonable attorneys' and witnesses' fees) incurred for
government authorms and others as may be required for performance of the collection under this Agreement. If Customer disputes any portion or all of an
Services except for those SIEMENS has expressly agreed In mating to obtain: Invoice, it shall notify SIEMENS In writing of the amount in dispute and the
(f) Maintain the Services site in a safe condition; notify SIEMENS promptly reason for its disagreement within 21 days of receipt of the invoice. The
of any site conditions requiring special care; and provide SIEMENS with any undisputed portion shall be paid when due, and interest on any unpaid portion
available documents describing the quantity, nature, location and extent of such shall accrue as aforesaid, from the date due until paid, to the extent that such
conditions; amounts are finally determined to be bell SIEMENS,
fig) Comply With all laws and provide any notices required to be given to any S4 Except to the Worst expressly agreed in this Agreement, SIEMENS' fees
government authorities In connection with the SeMces, except such notices do not Include any lazes, excises, fees, duties, permits or other government
SIEMENS has expressiyagreed Inthis Agreement to give; charges related to the Services. Customer shall pay such amounts or reimburse
(h) Provide SIEMENS with Materiel Safety Data Sheets (MSDS) conforming SIEMENS for any amounts It pays. If Customer claims a tax exemption or
to OSHA requirements related to all Hazardous Materials at the site Which may direct payment permit, It shall provide SIEMENS with a valid exemption
impact the Services; candidate or permit and indemnify, defend and hold SIEMENS harmless from
(i) Furnish to SIEMENS any contingency plans related to the site any taxes, costs and renafies arising out of same.
J) Furnish the Specified operating environment, Including without limitation, 5.5 Unless agreed otherwise, the pricing for each year after the Ingal Term of
suitable, clean, Stable, properly conditioned elaclncal pacer and other utllilue.; the Agreement and each year of each renewal of the Agreement shall be
(k) Maintain all Covered Equipment in good wonting order in compliance with determined as the immediate prior year price plus a than escalator based upon
all applicable laws and service, repair and replace all Covered Equipment as the U.S. Department of Labor, Bureau of Labor Statistics Urban Consumer
necessary; and, price Index -AII Urban Consumers U.S. All items, 1902— 1904 =100 ('CPI-U'),
(9 Perform inspections and tests as Indicated in the Life Safety System In addition, each renewal term pricing shall be adusted for any So lions or
Logbook and record same In the Life Safety System logj deletions to Services selected forms renewal term, The price escalatorshing be
4.2 Customer acknowledges mat the technical and pricing information herein Is the latest Seml- annual CPI -U Identified above published prior to each annual
proprietary to SIEMENS and agrees not to disclose or otherwise make It anniversary , This escalator shall be applicable to each annual term, whether a
available to others. renewal term Oran annual term after the first year of the Initial Tenn,
4.7 Customer ecknowfifill that it is now and shall be at all limes in control of Article (h Changes; Delays; Excused Performance
the Services site. SIEMENS shall not have any responsi billy, duty or authority 6,1 As the Services are performed, conditions may change or cimumstances
to direct, supervise or oversee any employees or contractors of Customer or outside SIEMENS' reasonable control (such as changes of law) may develop
their Well or to provide the means, methods or sequence of [heir Work or to which require SIEMENS to expend additional costs, anon or time to complete
stop their work. SIEMENS' work anchor presence at a site shall not Above the Services, in which case SIEMENS shall notify Customer and an equitable
others of their responsibility to Customer or to others. Except as expressly adjustment made to the compensation and time for performance. In the event
provided herein, SIEMENS Is not responsible for the adequacy of the health, conditions or circumstances require Services to be suspended or terminated
safety or security programs or precautions related to Customer's or It other SIEMENS shell be compensated for Services performed and for coals
contractors' activities or operations the work of any other person or entity: or reasonable Incurred in connection with the suspension or termm mulon.
Customers site conditions. SIEMENS is not responsible for inspecting, 6.2 SIEMENS shall not be responsible for loss. delay, Injury. damage or
observing, reporting an correcting health or safety conditions or deficiencies of failure of performance that may be caused by circumstances beyond Its control,
Customer or others of Customer's site. So as not to discourage SIEMENS Including but not limited to acts or emissions by Customer or Its employees,
from voluntarily addressing such Issues, In the event SIEMENS does make agents or contractors. Acts of God, war, c1v11 commotion, acts or omissions of
observations, reports, suggestions or otherwise regarding such Issues, government authorities, fire, (hall, corrosion, flood. water damage, lightning,
SIEMENS Shall not be liable or responsible for same. freeze -ups, strikes, lockouts, differences with workman, rots, explosions,
4.4 Except as expressy, stated In this Agreement, Customer is solely quarantine restrictions, delays in transportation, or shortage of vehicles, fuel,
responsible for any removal, replacement or refinishing of the building Simcture labor or materials. In the event of any such circumstances. SIEMENS shall be
or finishes that maybe required to perform or gain access to the Services excused from performance of the Services and the time for performance shag
4.5 Customer alone shall act to protect life and property from the time a partial be Wended by a period equal to the time lost plus a reasonable recovery
ormll System mill occurs until SIEMENS notifies Customer that such system period and the compensation equitably adjusted to compensate for additional
is operational or the emergency has been cleared. Customers actions shall costs SIEMENS incurs due to such dreumsturado
include all appropriate Interim safely precautions (such as a manual "fire ArTicle7r Warrantles;Ofscfafiners; Llmltetlonof Liability
watcH'L SIEMENS shall have no obligation to provide guards, fire watch Zf Labor In performing the Services is warranted to be free from defects In
personnel, or other services follrnNirtg a system failure, except Services as are worlamanshlp for 9U days after the Services are performed All labor provided
specifically provided for in this Agreement, by SIEMENS hereunder found to be defective and emermoe qualifying under
4,6 Customer shall not attach to the system or Covered Equipment any device this warranty shall be re- parformed by SIEMENS, Such re- performance
that interferes with the Services or the proper operation of the system or hereunder shall not interrupt or prolong the terms o1 this warranty. In the event
Covered Equipment that any such re- performance tails to cure such defects, then Customers
Article 5. Comparesatlon exclusive remedy against SIEMENS for damages from any cruse whatsoever,
5.1 Annual Feels) Shalt be adjusted far each year after the final year of the whether in contract or ton, shall not exceed an amount equal to the Iimta0on set
Initial Term pursuant to the agreed Price Adjustment hereto and incorporated forth in Section 7.5 herein.
herein, Unless otherwise agreed in writing, this Agreement is not cancelable 72 THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE IS IN LIEU
and the annual fee is not refundable except as provided herein, OF AND EXCLUDES ALL OTHER WARRANTIES, STATUTORY,
5.2 Paymbarts to be made under this Agreement wll poade, for and be in EXPRESS. OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL
consideration of, any SeMces spedfi Included under the Proposed Seidl. At EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
other SeMces. Including but red limited to the following, shall be separately bill or FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY, OR
surcharged on a time and materials basis'. (s) emergency SeMces Performed at WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST
Custo,rl request, if Inspection does not reveal any dercleney covel'ed by INS PATENT INFRINGEMENTS OR DEFECTS, WHETHER HIDDEN OR
Agreennal (b) SeMces performed other then aunty SIEMENS' fomrel waking APPARENT, AND EXPRESS OR IMPLIED WARRANTIES WITH RESPECT
fil arid( of Serdceperformed aiequipmentnotcovered bythls Ageement TO COMPLIANCE OF THE COVERED EQUIPMENT WITH! THE
5.3 SIEMENS Shall Invoice Customer as provided in this Agreement, or if not REQUIREMENTS OF ANY LAW, REGULATION, SPECIFICATION OR
expressly provided, then an an annual basis prior to the Start Date and annually CONTRACT RELATIVE THERETO. WHICH ARE HEREBY EXPRESSLY
thereafter on the anniversary of such Slant Dale, Invoices are due and payable DISCLAIMED.
net cash upon receipt unless Customer has applied and been approved for 7.3 Customer hereby, for it and any parties claming under it, releases and
credit with SIEMENS, I. which case the invoice is payable within 30 ..leader discharges SIEMENS from any liability arising out of all hazards covered by
days of receipt by Customer or as otherwise set forth In this Agreement. If any Customer's insurance, and all claims against SIEMENS arising out of such
payment is not received when due, SIEMENS may deem Customer to be in hazards, Including any night of suprogatlom by Customers insurance carrier, are
breach hereof and may enforce any remedies avallabla to It hereunder or at herebywaived by Customer.
law, Including will-wt limitation, acwlaralion of payments and suspension or
termination of Services at any time and without notice, and shall be enlitled to 7.4 ANY IDEAS, SUGGESTIONS, RECOMMENDATIONS, FINANCIAL
compensation for 8ervlces previously performed and costs reasonably Incurred EVALUATIONS, FEASIBILITY STUDIES OR ECONOMIC ANALYSIS
In connection With the suspension or lerninatlon. In the event that any payment PREPARED BY SIEMENS UNDER THIS AGREEMENT WILL REPRESENT
due hereunder Is not paid when due, Customer Spool to pay, upon demand, ITS BEST JUDGMENT BASED ON ITS EXPERIENCE AND THE
as a late charge, one and one -half percent T 514) of the amount of the payment AVAILABLE INFORMATION, CUSTOMER ACKNOWLEDGES THAT THE
per month, hann ed by the maximum ale permitted by law of each overdue ENERGY MARKET IS VOLATILE AND SUBJECT TO FREQUENT PRICE
Siemens Industry, Inc., Building Technologies Division Service Only 2009
Siemens Confidential and Proprietary
25A -14
INDUSTRY, Inc.
AND REGULATORY CHANGES_ THEREFORE. CUSTOMER FURTHER
ACKNOWLEDGES THAT SIEMENS DOES NOT CONTROL FUTURE
MARKET CONDITIONS ORTHE ENERGY MARKET'S REGULATORY
CLIMATE, NOTHING HEREIN SHALL BE CONSTRUED BY THE
CUSTOMER AS A PREDICTION OF FUTURE ENERGY MARKET
CONDITIONS OR ENERGY PRICES. ACCORDINGLY, SIEMENS DOES
NOTPROVIDE CUSTOMER A GUARANTYOR WARRANTY OF THE
RESULTS OF SIEMENS' RECOMMENDATIONS_ CUSTOMER
MAKESANY AND ALL ENERGY PROCUREMENT AND RELATED
DECISIONS. CUSTOMER ACKNOWLEDGES THAT ALL ENERGY
PROCUREMENT AND RELATED DECISIONS ARE MADE AT THE
CUSTOMER'S SOLE RISK.
7.5 WITH RESPECT TO ANY LIABILITY (WARRANTY OR OTHERWISE)
THAT SIEMENS MAY HAVE UNDER THE AGREEMENT, IN NO EVENT
SHALL SIEMENS BE LIABLE (INCLUDING WITHOUT LIMITATION, UNDER
ANY THEORY IN TORTS) FOR ANY L055 OF USE, REVENUE,
ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST
PROFITS AND/OR LOST BUSINESS OPPORTUNITIES) ARISING OUT OF
OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES
WHETHER ARISING IN WARRANTY, TORT, CONTRACT , STRICT
LIABILITY, OR ANY OTHER THEORY OF LIABILITY, WHETHER, FOR
WARRANTY, LATE OR NON- DELIVERY OF ANY SERVICES, AND
WHETHER SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES', and, in any even. SIEMENS aggregate liability for anyend
all claims, losses or expenses (including attorneys fees) arising out of this
Agreement, or out of any Services furnished under this Agreement. whether
based In contract, negligence, strict liability, agency, warranty, trespass,
indemnity or any other theory of liability, shall be limited, as liquidated damages,
to the greater of $1,000 or 10% of me total compensation received by
SIEMENS from Customer under this Agreement. SIEMENS reserves the right
to control the defense and settlement of any clalm for which SIEMENS has an
obligation under the wardely hereunder. The parties acknowledge that the price
which SIEMENS has agreed to perform its Services and obligations under this
Agreement is activated based upon the foregoing limitations of [lability and
that SIEMENS has expressly relied on, and would not have entered into this
Agreement buffer such limitations of lleality,
7.6 It is understood and agreed by and between the parties that SIEMENS Is
not an Insurer and this Agreement is not Intended to be an Insurance pollcyor a
substitute for an moral poppy. Insurance, If any shell he obtained by
Customer. Fees are based solely upon the value or the Seamless, and are
unrelated to me value of Customers property or the property of others on
Customers premises,
8.1 SB: LrrniO w1lmn t be rrnfinflnre for the maintenance, s
B.9 mees t ceseeb of he respatshle f. the malntenanc lintle it or replacement Of,
or rsee pe necessitated by reason oc (a) nonmed tocro nourepleceehle a
obsolete a of Iha ,and Equipment, incadhi tf r not our, tl to tludwoci shell nd twater
heat exdargers, rd's, unit ural sus, cesngs, refrnday material, and bar alsame, water
and pneumatic piping stated h r lX or coding town, slats antl basins. etc. unless
otherwise spspers or stated herein; a (b) rogigmce, abuse, misuse, improper ce
or repairs re naciflactions
manuf Improper aural a lack it opamla maintenance
or is o failure to campy sear menNndIts de opa. SARI and S refnmedal regulmrt>m's,
Mrs of God or othaurreasaa beyond Its Equi STEM ENS than by s no 2sNS or for any sancta perfemretl on any Covered Equipment other Than by SIEMENS ar fts
'aras
6.2 ea SIEMENS Shames beresponsibo loss,uding butnot' damage mat maybe
eased M yCuLTAfances beyond its co r ag rs, Acts but not war. Gfud to ads n.
ads of government, Qlstamer arks em,AOy el a or serfs, s, of God, war. rill bisexu l
ads of ess, fire, melt, canceled
systemn,acker water damage, Ile, dng,ences am
compNer stoke x program ar mine re hackers. shakes, ticks art tion, or shortage
am
workmen, cots, arposiorrs, quaar0ne reshitlions, delays in transportation, or shortage
6. va SIE FEN, is not reason h.
ds SIEMENS is not for repeim, ter was treatment b Cesto LgersRAl
due to diced corrosion, erosion, Ins b aer or is p eguele wain Ireelmed by dhers, plectra is
BA SIEMEND shot 'not he responsible
atite ibleforwehes. allarclnslutions, of an other
valves,
rmar my mou. wrieffrow antl tamper snitches, allow, �atlons and ET she
permaner2y mounted Inlegml pipe or air rind comporavl. Pddliorely, SIEMENS shall
not be responsible ER ay venting or dmelning of systems.
8.6 WHERE ATTAIN INCLUDE EFFORTS BY SIEMENS TO HELP
CUSTOMER TO ATT N REBATES AND/OR INCENTIVES N, AVAILABLE
SOURCES OR THAT ANY COLT REDUCTION, CUSTOMER
COST REDUCTION THAT ANY REBAT AVAILABLE OR ENERGY! FUEL
COAT REDUCTION THAT MAY T AVAILABLE TO CUSTOMER IS
GRANTED BY A THIRD PARTY OUTDID[ THE CONTROL ENS.
CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILL
EITHER ASSIST CUSTOMER OR ENDEAVOR ITSELF TO OBTAIN ANY
AND ALL E. SATESNJC DOES NOT OR ENERGY/ FUEL COST ILL OBTAIN
AVAILABLE. SIEMENS DOES NOT GUARANTEE THAT IT WILL OBTAIN
OR APPLY FOR ALL REBATES/INCEIITIVES OR ENERGY,' FUEL COST
Siemens Industry, Mc., Building Technologies Division
REDUCTIONS THAT MAY BE AVAILABLE TO CUSTOMER FURTHER,
CUSTOMER HEREBY RELEASES SIEMENS FROM ANY AND ALL
LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM
SIEMENS' FAILURE TO OBTAIN OR APPLY FOR ANY REBATE/
INCENTIVE OR ENERGY /FUEL COST REDUCTION THAT COULD IN ANY
WAY BE OBTAINED BY CUSTOMER,
Articfe Of Hazardous Materials Provlslons
0.1 The Services does not include drectly or Indirectly performing or arranging
for the detection, monitoring, handing. storage. removal, Iramporlatlon,
disoosal or treatment of OII or Hazardous Medical.. Except as disclosed
Perri this Article, Customer represonathat. to its best knowledge, there Is
no asbestos or any other hazardous or toxic materials, as defined in the
Comprehensive Environmental Response, Compenselion antl Liability Act of
1880, as amended, the regulations promulgated thereunder and other
applicable federal, state or local law ('Nazereadus Materials "), present at
Customer's Sites where the SBMces are performed. SIEMENS will call
Customer Immediately If If discovers or suspects the presence of any
Hazardous MatecaL Al Services have been priced and agreed to by SIEMENS
In reliance on Customers representations BS Set forth In this Amas The
puissance of Hazardous Materials constitutes a thongs in this Agreement
whose terms must be agreed upon by SIEMENS before Its obligations
hereunde- andlcanlinuld
9.2 Customer Is salary responsible for testing, abating, encapsulating,
removing, remedying or neutralizing such Hazartlous Materials, and for the
costs thereof. Customer Is responsible for the proper diaexam of all Hazardous
Moledels and Oil that at anytime are present at the Services site In accordance
with all applicable federal, state, and local laws, regulations, and ordinances.
Even if change order has been entered Into pursuant to this Article, SIEMENS
shall have the right to slop the Services until the site is free from Hazardous
Matene[s. In such event, SIEMENS shag receive an equitable extension of time
to complete me Services, and compensation for delays caused by Hazardous
Materials remediallon. In no event shall SIEMENS be required or construed to
take dire ownership or responsibility for such Oil or Hazardous Materials.
Customer shall sign any required waste manifests in conformance with ell
government regulations, listing Customer as the generator of the waste.
99 Customer warrants that, prior to the execution of this Agreement, it shall
notify SIEMENS In wrlting of any and all Hazardous Materials which to
Customers best knowledge are present, potentially present ar Ilkely to become
present at the Services site and shall provide a ca, of any slle safely policies,
including but not limited to look out and tag procedures, chemical hygiene plan,
hi or otter items required to be disclosed or maintained by federal, state,
or local Jews, regulations or ordinances.
9.4 Customer shall indemnify, defend and hold SIEMENS harmless from and
against any damages, losses, cost's, liabilities or expanses (Including attorneys'
fees) arising out of any Oil or Hazardous Materials or from Customer's breach
of, or !allure to perform Its obligations under this Article.
itrtlele l0: fmpmtlEr mothodemelfy
10.1 Customer acknowledges that SIEMENS is raquhatl to comply with
applicable export laws and regulatlohs relating to the sale, exportation, transfer,
assignment, disposal and usage of the Covered Equipmenl or Services
provided under the Contract, Including any expert license requirements.
Customer agrees that such Covered Equipment a Services shag not at any
time already or Indirectly be used prepared, sold, transferred, assigned or
otherwise disposed of in a manner which mdll result in non - compliance with such
applicable export laws and regulations. It shall be a condition of the continuing
performance by SIEMENS of its obligations hereunder that compliance with
such export laws ant regulations be maintained at all times. CUSTOMER
AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY
AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES
RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS
AND REGULATIONS.
Article 1 L Small Business Concern
11A SIEMENS shall adhere to FAR 5221 M6 regarding the'Utlfzatl on of Smell
Business Concerns as pad of its Commercial Small Business 5ubcontractiry
Agreement with the federal government. SIEMENS' policy is to offer' small
business concerns, including small disadvantaged businesses, women owned
small businesses, HUBi smell businesses, veteran owned small businesses
end service disabled veteran ownetl small businesses, the "maximum radical
opportunity'to paddleats In performing contracts let by any commercial entity,
[cost government or federal agency, including smnoniracts for subsystems,
assemblies, components, end related services for major systems,
Siemens Confidential and Proprietary
25A -15
service only 2009
ye fit
25A -16