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1.2 Terms And Conditions
<br />SERVICE TERMS AND CONDITIONS (REV. 10109)
<br />Article 1: General
<br />1.1 (a) This Agreement constitutes the entire, complete and exclusive
<br />agreement between the parties relating to the services ( "Services ") to be
<br />provided by SIEMENS and supersedes and cancels all prior proposals,
<br />agreements and understandings, written or oral, relating to the subject matter of
<br />this Agreement. Neither party may assign the Agreement or any tights or
<br />obligations hereunder without the prior written consent of the other except that
<br />either party may assign this Agreement to Its affiliates and SIEMENS may
<br />grant a security Interest In the proceeds to be paid to SIEMENS under this
<br />Agreement, assign proceeds of the Agreement; and /or use subcontractors in
<br />performance of the SeMces, The terms and conditions of this Agreement shall
<br />not be modified or rescinded except in writing, with the prior approval of the
<br />Legal Departments of SIEMENS and Customer and signed by duly authorized
<br />officers or managers of SIEMENS and Customer.
<br />(b) Nothing contained In this Agreement shell be construed to give any rights
<br />or benefits to anyone other than the Customer and SIEMENS without the
<br />Nwritten consent of both parties. All provisions of this Agreement
<br />allocating responslblity or liability between the tables shall survive the
<br />completion of the Services and termination of this Agreement.
<br />(c) Certain terms and conditions contained herein may not apply to the Services
<br />to be provided hereunder. It is the intent of the partles, however, that the
<br />Interpretation to be given to the terns and conditions Is to apply all terms and
<br />conditions unless clearly Inapplicable given the type of Services included.
<br />1.2 This Agreement shall be governed by and enforced In accordance with the
<br />laws of the State of Illinois. Any litigation arising under this Agreement shall be
<br />brought in the Stale or Commonwealth in which the Services are provided to
<br />Customer. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE
<br />ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS
<br />AGREEMENT.
<br />1.3 After the expiration of the Initial Term, this Agreement shell autometical , renewfor
<br />successive one year periods beginning on the anniversary date of the Initial Term mless
<br />stated otherwise in the Agreement.
<br />1.4 Eill'rar party may terminate or amend this Agreement at the end of the Initial Tenn
<br />or at the end of a renewal term by giving the other party at least sixty (60) days pror
<br />written notice of such amendments orintent net to renew.
<br />1.5 If, during or within 90 days after the term of this Agreement, Customer engages
<br />any SIEMENS employee who has Performed wodc under this or any other agreement
<br />between Customer and SIEMENS, Customer shall pay SIEMENS an amount e4ual to
<br />the employee's latest annual salary.
<br />Amcfe 2: Covered Equipment
<br />2.1 "Covered equipment" shall mean that equipment expressly identified as
<br />System Components In this Agreement The Customer represents that at the
<br />commencement of this Agreement all Covered Equipment Is In satisfactory
<br />working condition and complies with all applicable codes.
<br />2.2 If the fire or life safety system is included as part of the Covered
<br />Equipment does not comply with all applicable codes or if removal of any
<br />Covered Equipment from coverage would compromise or impair the Integrlty er
<br />the compliance with law of any system or Services, and Customer fails to take
<br />corrective action, then SIEMENS may terminate this Agreement without further
<br />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
<br />Agreement will be performed at the time and place and in the manner deemed
<br />appropriate by SIEMENS, in accordance with applicable law and the
<br />requirements of then current National Fire Protection Association ( "NPPA ")
<br />guidelines if applicable, and other relevant standards. Customer is solely
<br />responsible for, and hereby indemnifies and holds SIEMENS harmless from
<br />and against, any liability arising from Customer's specification of a testing
<br />schedule otherthen than current NFPA or other applicable standards or laws.
<br />2.4 If the Covered Equipment is altered or moved by any person, including
<br />Customer, other than SIEMENS or a person authorized by it, Customer shall
<br />immediately notify SIEMENS In writing, and SIEMENS reserves the right to
<br />perform a reaccepemoss test on, or, if necessary, a recommissioning of the
<br />system at Customer's expense. Reacceptance tests will be performed in
<br />accordance with than current NFPA or other applicable requirements, and
<br />charged on a time and materials basis.
<br />Arlicle 3: Services by SIEMENS
<br />31 SIEMENS shall only perform the Services identified in this Agreement.
<br />3.2 SIEMENS shall have no liability or obligation to continue providing
<br />Services in the event Customer falls to (a) authorize a reabeeptance test or
<br />recommissioning that SIEMENS reasonably deems necessary; (b) notify
<br />SIEMENS of arty modifications or changes to the Covered Equipment or
<br />unusual or materially changed operating conditions, hours of usage, system
<br />malfundlons or bulldtng alterations that may affect the SeMce% (c) provide the
<br />access to any site where Services are to be performed; or (d) operate, service
<br />or maintain the Covered Equipment in accordance with manufacturer's or
<br />supplier's Instructions or this Agreement. After any of the aforesaid events
<br />SIEMENS may terminate or suspend services under this Agreement
<br />immediately, upon giving notice to Customer
<br />3.3 Any repairs and replacements of Covered Equipment as may he expressly
<br />Siemens Industry, Inc., Building Technologies Division
<br />Included In the Services are limited to restoring the proper working condition of
<br />such Covered Equipment. SIEMENS will not be obligated to provide
<br />replacement Covered Equipment that represents significant capital
<br />Improvement compared to the original. Exchanged or removed components
<br />become the property of SIEMENS, except Hazardous Materials, which under
<br />ell circumstances remain the property and responsibility of Customer,
<br />3.4 Unless agreed otherwise, Services do not Include and SIEMENS Is not
<br />responsible for (a)', (a) service or provision of consumable supplies, including
<br />but not limited to baberlas and helon cylinder charging; (b) reinstallation or
<br />relocation of Covered Equipment; (c) painting or refinishing of Covered
<br />Equipment or surrounding surfaces; (d) changes to Services', (e) parts,
<br />accessories, attachments or other devices added to Covered Equipment but
<br />not furnished by SIEMENS; (f) failure to continually provide suitable operating
<br />environment including, but not limited to, adequate space, ventilation, electrical
<br />power and protection from the elements; or (g) the removal or reinstallation of
<br />replacement valves, dempem, waterflow switches, venting or draining systems.
<br />SIEMENS is not responsible for services performed on any Covered
<br />Equipment other then by SIEMENS or Its agents.
<br />3.5 The Services shall be performed Ina manner consistent with the degree of
<br />care and skill ordinarily exercised by persons performing the same or similar
<br />Servlces In the same locale under similar circumstances and contlitlons,
<br />3.6 SIEMENS shell perform the Services during Its local, normal working
<br />hours, unless otherwise stated In this Agreement.
<br />3.7 SIEMENS Is not required to conduct safety or other tests, Install or
<br />maintain any devices or equipment or make modifications or upgrades to any
<br />equipment beyond the scope of this Agreement. Any request to change the
<br />scope or the nature of the Services must be in the form of a mutually agreed
<br />change order, effective only when executed by all parties hereto.
<br />3.8 All reports and drawings specifically prepared for and deliverable to
<br />Customer pursuant to this Agreement ('Deliverables ") shall became Customer's
<br />property upon full payment to SIEMENS. SIEMENS may retain file copies of
<br />such Deliverables. All other reports, notes, calculations, data, drawings,
<br />estimates, specifications, manuals, other documents and all computer
<br />programs, codes and computerzed materials prepared by or for SIEMENS are
<br />Instruments of SIEMENS' work ( "Instruments ") and shall remain SIEMENS
<br />property. Siemens conveys no license to software unless otherwise expressly
<br />provided In this Agreement. All Deliverables and Instruments provided to
<br />Customer are for Permitted Users use only for the purposes disclosed to
<br />SIEMENS, and Customer shall not transfer them to others or use them or
<br />permit them to be used for any extension of the Services or any other purpose,
<br />without SIEMENS' express written consent. Any reuse of Deliverables or
<br />Instruments for other projects or locations without the written consent of
<br />SIEMENS, or use by any party other than Permitted Users, will be at Permitted
<br />Users' sole risk and without liability to SIEMENS; and, in addition to any other
<br />rights SIEMENS may have, Customer shall indemnify, defend and hold
<br />SIEMENS harmless from any claims, losses or damages arising therefrom.
<br />3.9 Customer acknowledges that SIEMENS, in the normal conduct of its
<br />business, may use concepts, skills and know -how developed while performing
<br />other contracts. Customer acknowledges the benefit which may accrue to it
<br />though this practice, and accordingly agrees that anything in this Agreement
<br />notwithstanding Siemens may continue, without payment of a royalty, this
<br />practice of using concepts, skills and know -how developed while performing this
<br />Agreement.
<br />3.18 Where Services include energy consulting, any estimates of probable
<br />construction or implementation costs, financial evaluations, feasibility studies or
<br />economic analyses prepared by SIEMENS, the documents prepared for the
<br />Customer will represent SIEMENS' best judgment based on SIEMENS'
<br />experience and the Information reasonably available to SIEMENS at the time
<br />that the Services are performed. Customer acknowledges that SIEMENS does
<br />not conti (a) the costs of labor, materials, equipment or services furnished by
<br />others; (b) overall market conditions; or, (e) contractors' methods of
<br />determining prices. Accordingly, Customer acknowledges that proposals, bids
<br />or actual costs may differ from opinions, evaluations or studies submitted by
<br />SIEMENS as part of the Services provided hereunder.
<br />3.11 Where Services include EMC, SIEMENS will have a disaster recovery
<br />plan and a disaster contingency plan.
<br />Article 4: Reeponslbiilties of Customer
<br />Al Customer, without cost to SIEMENS, shall:
<br />(a) Designate a contact person with author yto make decisions for Customer
<br />regarding the Services and provide SIEMENS with Information sufficient to
<br />contact such person in an emergency. If such representative cannot be
<br />reached, any request for Services received from a person located at
<br />Customer's site will be deemed authorized by Customer, and SIEMENS will, in
<br />Its reasonable discretion, act acoordingiy;
<br />(b) Provide or arrange without cost all reasonable provisions, means and
<br />access for SIEMENS to any site and the equipment where Services are to be
<br />performed;
<br />(e) Permit SIEMENS to control and /or operate all controls, systems,
<br />apparatus, equipment and machinery necessary to perform the Services;
<br />Service Only 2009
<br />Siemens Industry, Inc. 9/5/2013 Page 9
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