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<br />SIEMENS
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<br />TERMS AND CONDITIONS
<br />Article 1: General
<br />1.1 (a) This Agreement constitutes the enUre, complete and exclusive agreement betwe~n the parties relating to the services rServlces") to be provided by SIEMENS and
<br />supersedes and cancels all prior proposals, agreements and understandings, written or oral, relating to the subject matler of this Agreement. Neither party may assign the
<br />Agreement or any rights or obligations hereunder without the prior written consent of the other, except that either party may assign this Agreement to Its affiliates and SIEMENS
<br />may gran! a security interest in the Agreement; assign proceeds of the Agreement; and/or use subcontractors in performance of the Services. The terms and conditions of this
<br />Agreement shall not be modified or rescinded except in writing, signed by SIEMENS and Customer.
<br />(b) Nothing contained in this Agreement shall be construed to gIve any rights or benefits to anyone other than the Customer and SIEMENS without the express written consent of
<br />both parties. All provisions of this Agreement allocating responsibilIty or liabiJity between the parties shall sUNive the compietion of the SeNices and termination of this Agreement.
<br />1.2 This Agreement shall be governed by and enforced In accordance with the laws of the State of New Jersey. Any litigation arising under this Agreement shan be brought In
<br />the State or Commonwealth in which the SeNlces are provided to Customer. The parties waive any right to a jury trial on matters arising out of this Agreement.
<br />1.3 This Agreement shall automatically renew for successive one (1) year periods begInnIng on the anniversary date of the Initial Term unless stated otherwise in the Agreement.
<br />Article 2: Covered EqUipment
<br />2.1 "Covered equipment" shalt mean that equipment expressly identified as System Components in this Agreement. The Customer represents that at the commencement of
<br />this Agreement al1 Covered Equipment Is In satisfactory workIng condmon and complies with all applicable codes.
<br />2.2 If the fire or life safety system comprised of the Covered Equipment does not compIywith all applicable codes or If removal of any Covered Equipment from coverage would
<br />compromise or impair the Integrity or the compliance with law of any system or SeNices, and Customer fails to take corrective action, then SIEMENS may terminate this
<br />Agreement without further obligation and retain all monies received pursuant to this Agreement.
<br />2.3 All testing and inspection of any Covered Equipment provided for In this Agreement w1l1 be performed at the time and place and In the manner deemed appropriate by
<br />SIEMENS, In accordance with applicable law and the requirements of then current National FIre Protection Association ("NFPAj guidelines and other relevant standards.
<br />Customer is solely responsible for, and hereby indemnifies arid holds SIEMENS harmless from and against, any liability arising from Customer's specification of a testing
<br />schedule other than then current NFPA or other applIcable standards or laws.
<br />2.4 If the Covered Equipment Is altered or moved by any person, including Customer, other than SIEMENS or a person authorized by It, Customer shall Immediately notify
<br />SIEMENS in writing, and SIEMENS reserves the right to perform a reacceptance test on, or, If necessary, a recommissioning of the s~tem at Customer's expense.
<br />Reacceptance tests will be performed in accordance with then currant NFPA or other applil;able requirements, and charged on a time and materials basis.
<br />Article 3: Services by SIEMENS
<br />3.1 SIEMENS shall only perform the Identified SeNices for and upon Covered Equipment
<br />3.2 SIEMENS shall have no liability or obligation to continue providing SeNices in the event Customer falls to (a) authorize a reacceptance test or recommissloning that
<br />SIEMENS reasonably deems necessary; (b) notify SIEMENS of any modifications or changes to the Covered Equipment or unusuaI or materially changed operating
<br />conditions, hours of usage, system malfunctions or building alterations that may affect the SaNices; (c) provide the access to any sita where SeNlces are to be perfonned;
<br />or (d) operate, seNlce or maintain the Covered EquIpment in accordance with manufacturer's or supplier's instructions or this Agreement.
<br />3.3 This Agreement is only for testing and inspecting the Covered Equipment. SeNlces do not Include and SIEMENS Is not responsible for (a) any maintenance, repair or
<br />replacement of, or seNice of the Covered Equipment or any other equipment for any reason; (b) service or provision of consumable supplIes, Including but not limited to batteries
<br />and halon cylinder charging; (c) reinstallation or relocation of Covered Equipment; (c) painting or refinishing of Covered Equipment or surrounding surfaces; (d) changes to
<br />Services; (e) parts, accessories, attachments or other devices added to Covered Equipment but not furnished by SIEMENS; (f) failure to continually provide suitable
<br />operating environment Including, but not limited to, adequate space, ventilation, electrical power and protection from the elements; or (g) the removal or reinstallation of
<br />replacemant valves, dampers, waterflow switches, venting or draining systems. SIEMENS Is not responsible for s9Nlces performed on any Covered Equipment other than by
<br />SIEMENS or Its agents.
<br />3.4 The SeNlces shall be performed in a manner consistent with the degree of care and skIll ordinarily exercised by persons performing the same or similar Servlces in the same
<br />locale under simJlar circumstances and conditions.
<br />3.5 SIEMENS shall perform the SeNices during its local, nonnal working hours, unless otherwise agreed in this Agreement.
<br />3.6 SIEMENS Is not required to conduct safety or other tests, Install or maintain any devices or equipment or make modifications or upgrades to any equipment beyond the scope
<br />of this Agreement. Any request to change the scopa or the nature of the SeNlces must be In the form of a mutually agreed change order, effective only when executed by all
<br />partles hereto. '
<br />3.7 Ali reports and drawings SPecifically prepared for and deliverable to Customer pursuant to thls Agreement ('DeIiv~bles") shall become Customer's property upon full
<br />payment to SIEMENS. SIEMENS may retain file copies of such DeJiverables. All other reports, notes, calculations, data, drawings, estimates, specifications, manuals, other
<br />dOcuinents and all computer programs, codes and computerized materials prepared by or for SIEMENS are instruments of SIEMENS' work {"Instruments"} and shall remain
<br />SIEMENS' property. Siemens conveys no license to software unless otherwise expressly provided in this Agreement. All Dellverables and Instruments provided to Customer
<br />are for Permitted Users' use only for the purposes disclosed to SIEMENS, and Customer shall not transfer them to others or use them or permit them to be used for any extension
<br />of the Services or any other purpose, without SIEMENS' express written consent. Any reuse of DellverabIes or Instruments for other projects or locations without the WJitten
<br />consent of SIEMENS, or use by any party other than Permitted U:;;ers, will be at PermItted Usars' sole risk and without liability to SIEMENS; and, In addition to any other
<br />rights SIEMENS may have, Customer shall indemnify, defend and hold SIEMENS harmless from any claims, losses or damages arising therefrom.
<br />3.6 Customer acknowledges that SIEMENS, In the normal conduct of its business, may use concapts, skilis and know-how developed while performing other contracts.
<br />Customer acknowledges the benefit which may accrue to it though this practice, and accordingly agrees that anything In this Agreement notwithstanding Siemens rnay
<br />continue, without payment of a royaity, thls practice of using concepts, skills and know-how developed while performing this Agreement.
<br />Article 4: Responsibilities of Customer
<br />4.1 Customer, without cost to SIEMENS, shall;
<br />(a) Designate a cOntact person with authority to make decisions for Customer regarding the SeNices and provide SIEMENS with information sufficient to contact such person
<br />In an emergency. If such representative cannot be reached, any request for work received from a person located at Customer's site wiil be deemed authorized by Customer, and
<br />SIEMENS will, in its reasonable discretion, act accordingly; ,
<br />(b) Provide or arrange wllhout cost all reasonable provisions, means and access for SIEMENS to any site and the equipment where SeNices are to be performed;
<br />(c) Permit SIEMENS to control and/or operate all controls, systems, apparatus, equipment and machinery necessary to perform the SeNlces;
<br />(d) Furnish SIEMENS with all available information pertinent to the SeNices;
<br />(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
<br />those SIEMENS has expressly agreed in writing to obtain;
<br />(f) Maintain the SeNices site in a safe condition; notify SIEMENS promptly of any site cQndltlons requiring special care; and provide SIEMENS with any available documents
<br />describing the quantity, nature, location and extent of such conditions;
<br />(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
<br />expressly agreed in this Agreement IDgive;
<br />(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 SeNices;
<br />(i) Furnish to SIEMENS any contingency plan;i related to the site;
<br />(iJ FurnIsh the specified operuting environment, Including without !imitation, suitabIe, clean, stable, properly conditioned electricai power and other utilities; and
<br />(k) Maintain all Covered Equipment in good working order in compliance with all applicable Iaws and seNlce, repair and replace all Covered Equipment as necessary.
<br />4.2 Customer acknowledges that the technical and priclng Information herein is proprietary to SIEMENS and agrees not to disclose or otherwise make It available to others.
<br />4.3 Customeracknowiedges that ills now and shall be at all limes in control of the Services sile. SIEMENS shall not have any responsibility, duty or authority to direct, sUp6Nlse
<br />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
<br />presence at a site shall not relieve others of their responsibility to Customer or to others. Except as expressIy provided herein, SIEMENS is not responsible for the adequacy of
<br />the health, safety or security programs or precautions related to Customer's or its. other contractors' activities or operations; the wOl'k of any.other person or enUty; or Customer's
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<br />Initials
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