HomeMy WebLinkAbout25B - AGMT - FIRE SYSTEM AND HVACREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
APRIL 15, 2014
TITLE:
AGREEMENT WITH SIEMENS INDUSTRY
INC. FOR POLICE FACILITY FIRE SYSTEM
MAINTENANCE AND CITY -WIDE HVAC
SYSTEM REPAIRS I � zl'_� /
CITY MANAGE
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 151 Reading
❑ Ordinance on 2 "d 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 $62,610 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. The cost for this service is $32,610
annually.
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 cost for this service is estimated to be $30,000, for a total not to exceed agreement
amount of $62,610. The agreement includes a 30 day termination clause. Siemens has
performed well during the previous contract term, and staff recommends contracting with
Siemens for an additional one -year term.
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).
i
Carlos Rojas
Acting Chief of Police
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director, Finance & Mgmt. Services
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MAINTENANCE AGREEMENT
THIS MAINTENANCE AGREEMENT, made and entered into this _ day of April,
2014 by and between Siemens Industry, Inc. (Building Technologies Division), a Delaware
Corporation (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
(hereinafter "City ").
RECITALS
A. The City desires to retain a Contractor 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. The City and Contractor have had a contractual relationship since 2009. The last
agreement (A- 2013 -155) was entered into on September 13, 2013 and expired on
December 31, 2013 ( "said Agreement "). The parties had intended to extend said
Agreement, but no extension was executed. Consultant has continued to provide
services and City has continued to utilize Consultant during January 2014 to the present
which City intends to compensate.
C. Contractor represents that it is able and willing to provide such services to the City.
D. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm 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
A. Contractor shall perform fire alarm administration, maintenance and testing on the
fire alarm system at the Santa Ana Police Department as outlined in the specifications attached
as Exhibit A to this Agreement entitled "Advantage Services Agreement ",
B. Contractor shall perform such services as may become necessary for maintenance and
repair of the City's HVAC system as requested by the City at the rates set forth in the attached
Exhibit B to this Agreement entitled "Authorization to Proceed ".
2. COMPENSATION
A. Contractor shall perform fire alarm administration, maintenance and testing on the
fire alarm system at the Santa Ana Police Department as outlined in Exhibit A as needed, and
will bill the City on a quarterly basis at a rate of $8,152.50 per quarter for a total annual amount
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of Thirty Two Thousand Six Hundred Ten Dollars ($32,610), as set forth in the letter from
Contractor dated January 6, 2014, attached hereto and incorporated herein as Exhibit C.
B, Contractor shall perform such services as may become necessary for maintenance
and repair of the City's HVAC system as requested by the City at the prices set forth in Exhibit
B, specifically ASA Customer Rates, for a total not to exceed amount of Thirty Thousand,
Dollars ($30,000).
C. The total suin to be expended under this Agreement for all services shall not exceed
Sixty Two Thousand Six Hundred Ten Dollars ($62,610) annually, during the term of this
Agreement.
D. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
The Effective Date of this Agreement shall be January 1, 2014, and Termination Date of
December 31, 2014, unless terminated earlier in accordance with Section 12, below. The Term
of this Agreement shall cover and compensate for services rendered by the Contractor to the City
from January 1, 2014, in order to provide continuous uninterrupted service to the City.
4, INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer - employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Contractor performs the services which are the subject matter of this Agreement; however, the
services to be provided by Contractor shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Contractor shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
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to property, resulting from any act or occurrence arising out of Contractor's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence, and 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 insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self - insurance. Prior to commencing the
performance of the work under this Agreement, Contractor agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per incident.
d. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section;
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished 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 Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its
time and materials expended prior to notification of termination. Contractor waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, Contractors, special counsel, and representatives from liability; (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Contractor or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement; and (2) from any claim that personal injury, damages, just
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compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include
all nonpublic information. Confidential information includes not only written information, but
also information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to
any information that (a) has been disclosed in publicly available sources; (b) is, through no fault
of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the
Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Contractor without reference to information
disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Contractor 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
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
r
Santa Ana, CA 92702 -1988
Facsimile (714) 647 -6956
Copies to: Executive Director of Parks, Recreation and Community Services
City of Santa Ana
20 Civic Center Plaza (M -23)
P.O. Box 1988
Santa Ana, California 92702
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647 -6515
To Contractor: Siemens Industry, Inc. (Building Technologies Division)
10755 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.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, 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
instrun sent signed by the City and by an authorized representative of Contractor. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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.
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11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other Contractors retained by City.
12. TERMINATION
This Agreement maybe terminated by either party upon thirty (30) days written notice of
termination. Additionally, City may terminate this Agreement upon thirty (3 0) days written
notice of Contractors failure to perform in conformance with the Specifications set forth in
Exhibit A. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of termination,
subject to the following conditions:
a. Payment need not be made for work which fails to meet the standard of
performance specified in the specifications set forth in Exhibit A.
b. Material Breach. If the City determines Contractor has failed in the performance of
the duties as provided herein, the City may consider Contractor in material breach. City may
exercise all remedies in law or equity for said breach, including but not limited to: 1) withholding all
or a portion of payment owed relative to any such failure to perform or delay in performance, and 2)
directing the work be accomplished by either City personnel or another contractor at Contractor's
expanse, as determined by the City. Contractor shall be responsible for all costs resulting fitom any
breach, including incidental and consequential damages.
13. DISCRIMINATION
Contractor 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. Contractor 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.
r
15. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Contractor shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions, Said inability shall be cause for termination of this Agreement.
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 fiilly, 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.
{Signatures on foliowingpage)
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IN WITNESS WHEREOF, the parties hereto have executed this Maintenance Agreement the
date and year first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: Xr /�
, p� "�fL, A
Lisa Storck
Assistant City Attorney
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
SIEMENS INDUSTRY, INC.
Building Technologies Division
By:
Title:
Tax ID#
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EXHMIT A
SCOPE OF SERVICES
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Advantage Services
Agreement for January — December 2013 City of Santa Ana
September 5, 2013
Siemens Industry, Inc, 9/5/2013
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Page 1
Table of Contents
Advantage Services
1 Overview
1.1 Executive Summary
1.2 Customer Objectives
1.3 Current Situation
IA Siemens Capabilities & Commitment to Our Customers
2 Service Solution
2.1 FIRE ALARM & LIFE SAFETY SERVICES
2.1.1 Customer Support Services
2.1.2 Technical Support Services
3 Service Implementation Plan
3.1 Maintained Equipment Table
3.2 Additional Fire Alann Material List
3.3 Service Team
1 Siemens Industry, Inc.
1.1 Signature Page and Investment By and Between:
1.2 Terms And Conditions
Appendix. A. Discounted Labor & Mattriat Pricing
Siemens Industry, Inc. 9/5/2013 Page 2
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1.2
I Overview
11 Executive Summery
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,
NIFPA 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 Code® 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 Plazu, Santa Ana, CA 92702
City of Santa Ana, Police Department and Siemens Industry, Lie. 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. 91512013 Page 3
25B -15
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
pet-formed.
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 AFTJ 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-lif, 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.
Siemens Industry, Inc. 9/5/2013 Page 4
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2.1,2 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 SubCategory Equipment
Q .,•
Number
Field Field Peripherals Addressable Pull
86
Peripherals Station
.... .. ....... ......... .
i
,..,... ,. ..,.,,_. .._ _. -_..,
Services Times_.........
( per year): Test and Inspection (1)
_...,.....,,...
Control & Control & Remote
Annunciation Annunciation ;Control/Annunciator
3
Panel
Services (Times per year): Test and Inspection (1)
Control & Control & F
NCCNT Computer
Annunciation Annunciation
2
Services (Times per year). Test and Inspection (1)
Detectors Detectors Addressable
817
Smoke Detector
_...st
_ .. . , ...
Services Times per ear...
and
( p y )Test and Inspectlon(1)
Detectors Detectors Addressable Duct
82
Detector
Services Times per year): e
( p y )Test and Inspection (1)
Defectors Detectors Addressable Heat
57
Detector
Siemens Industry, Inc. 9/5/2013 Page 5
25B -17
Services (Times per year); Test and Inspection (1)
City Serial Location Mfg/Model
Number
3
Field Field Peripherals Door Holders
Peripherals
20
Services ear per Times : Test and Ins
( p year): Inspection (1)
6
Phone
Field
6
Peripherals Field Peripherals Jacks/Warden
5
Stations
1
Services Times per ear Test and Ins
( p year); pectlon (1)
Field Field Peripherals . Speakers /Horns
Peripherals _ 1. -
79
.. _....... . .
Services (Times per ear : Test and Ins
( p year): Inspection
Field Field Peripherals Speakers /Horns
.104
Peripherals with Strobes
Services (Times per year): Test and Inspection (1)
Field Field Peripherals Strobes Peripherals
'., .._..... ..._ ..... ...........
68
... .,._..,.. ,.
Times per Services
( p year): Test and Inspection (1)
Field ls Waterflow Switch
Field Periphera is
31
Pe Monitor Module
„ ....,...
Services (Times per year); Test and Inspection (2)
Field Field Peripherals Tamper Switch
52
p for Module
Pen herals . _ .. Monitor , ..........._
,... .., ......__..
Services (Times per year): Test and Inspection (2)
Control & Control & I Digital Dialer
2
Annunciation Annunciation
Services ( Times per ear ) Test and Inspection (1)
3.2 Additional Fire Alarm Material List
Equipment
Edwards IRC -3 FACP
City Serial Location Mfg/Model
Number
3
Field Transponders
3
Voice -Com
6
Power Boosters
6
Remote Graphic Annunciator
1
Printer
1
Parts - Up to $500 /Device
Siemens Industry, Inc. 9/5/2013 Page 6
25B -18
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.
Siemens Industry, Inc. 915/2013
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Page 7
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 1 year beginning 01/01/2013 and from year to
year thereafter.
Investments:
Year 1 01/01/2013 to 12/31/2013 $31,660 annually paid $31,660 in advance
Applicable sales taxes are not included in the price of tuts proposal. Prices quoted in this proposal are fum 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 Date
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 Acicermann
Southern California FSS Area Sales
Manager
Signature
Date
The Customer acknowledges that when approved by the Customer mid accepted by Siemens Industry, Inc.: (i) the Proposal and the Contract Terms and
Conditions, (together with any other doctnnents incorporated into the forgoing) shall constitute the entire agreement ot'the parties wtth respect to its subject matter
(collectively, hereinafter referred to as the "Agreement ") and (ii) in the event of any conflict betweon the Innis and conditions of the Proposal and the terms and
conditions of The Contract Toms and Conditions, the Coronet Terns and Conditions shall control.
BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUIVIENTS,
THAT SIEMENS INDUSTRY, INC, OR US 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.
Siemens Industry, Inc. 9/5/2013 Page 8
25B -20
1.2 Terms And Conditions
SERVICE TERMS AND CONDITIONS (REV. 10100)
Article 1: General
1.f (a) This Agreement constitutes the entire, complete and exclusive
agreement between the parties relating to the soMces ( "Sarvlces ") to be
provided by SIEMENS and supersedes and cancels all prior proposals,
agreements end understandings, writer or oral, relating to the subject matter of
this Agreement. Neither party, may assign flip Agreement or any lights or
obligations hereunder without the prior written consent of the other except that
either party may assign this Agreement to Its aRklates and SIEMENS may
grant a sal ly Interest in the proceeds to be paid to SIEMENS under this
Agreement; assign proceeds of the Agreement; and/or use subcontractors In
performance of the Services. The terms and conditions of this Agreement shall
net be modified or rescinded except in writing, with the prior approval of the
Legal Departments of SIEMENS and Customer and signed by duly authorized
hing contained In this Agreement shall be construed to give any rights
Its to anyone other Man the Customer and SIEMENS without the
enter consent of both parties. All provlalons of this Agreement
1 responsibility or Ilablll/y between the aeries shall survive the
on of the Services and terminahon of this Agreement.
In terms and coadll ens Contained herein may not apply to the Services
.,Iliad hereunder. It Is the Intent of the pandas, however, that the
.ion to be Own to the terms and conditions Is to apply all terns and
laws of the State of Illinois. Any lingetlon arising under this Agreement shell be
brought In the State or Commonwealth 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 After the expimllon of Uie initial Tenn, Ins Agreement shall aulomakcally ronawfor
successive one year periods beginning on the anniversary date of the Initial Term unless
stated otherwise in the Agreement.
1.4 Eftler petty may terminate or remand Ihls Agreement at the end of the Intel Tenn
a al kip end of a farewell temp by gFAng the other pales at least slay (00) days prior
wdden rattle of such amendments or Irl not to renew.
1.5 If, during a within SO days after the tone this Agreement, Customer engages
any SIEMENS employee who has performed wohc under IN or arty ocher agreement
between Customer and SIEMENS. Custamershag pay SIEMENS an Rmould Karel to
the employee's latest &bier/ solar/.
Article 2: Covered Equipment
2.1 'Covered equlpmenl" shall mean that equipment expressly Identified as
system Components In this Agreement. The customer repressors that at the
commencement of this Agreement all Covered Equipment Is in satisfactory
working condition and compiles with all applicable codes.
2.2 If the fire or the safety system Is Included as pan of the Covered
Equipment does not comply with all applicable codes or R removal of any
Covered Equipment from coverage would compromise or impair the Integrity or
the compliance with law of any system or Services, and Customer falls to take
of any Covered Equipment provided for In this
it the time and place and In the manner deemed
In accordance with applicable law and the
National Fire Protection Association ( ",VFPA ")
other relevant standards. Customer Is solely
responsible for, and hereby Indemnities and holds SIEMENS harmless from
and against, any Ilabllity arlcrig from Customer's specification of a testing
schedule other than than current NFPA or other applicable standards or laws.
2.4 If Ilia Covered Equipment Is altered or moved by any person. Iaeluding
Customer, other than SIEMENS or a person nuthortzad by it, Customer shall
immediately notify SIEMENS In writing, end SIEMENS reserves the right to
perform a maeneplanee test on or, IF necessary, a recommissioning of the
system at Customer's expense, Reacpeptence tests will be performed In
accordance with then current NFPA or other applicable requirements, and
charged on a time and materials balls.
Article 3: Servlces by SIEMENS
3.1 SIEMENS shag onlyperform the Services ldenllfled in this Agreement.
3.2 SIEMENS shall have no liability or obligation to milllnue providing
Service. In the avast Customer falls to (a) authorize a rowaepolhoo last or
recoimmissioning that SIEMENS reasonably dooms necessary, (b) notify
SIEMENS of any modlficattane or changes to the Covered Equipment or
unusual or materially changed operating conditions, hours of usage, system
malfunctions or building altemtlo ns that may arfeot the 8arvices; (0) provide the
access to any one where Services are to be performed; or (d) Operate, service
or maintain the Covered Equipment In accordance with manufacturer's or
supplier's Instructions or tills Agreement, Alter any of the aforesaid awls
SIEMENS may terminate or suspend deMoas under this Agreement
Immediately, upon Diving notice to Customer.
3.3 Any repairs and replacements of Covered Equipment as may be expressly
Siemens Industry, Inc., Building Technologies Division
Included In the Services ere Linked to restoring the proper working condition of
such Covered Equipment SIEMENS will not be obligated to provide
replacement Covered Equipment ilia( represents significant capital
Improvement compared to the original. Exchanged or removed components
become the property of SIEMENS, except Hazardous Materials, which under
all clronmstanoae remain the property and respon ralkly of Customer.
3.4 Unless agreed otherwise, Services do not include and SIEMENS Is not
responsible for (a); (a) service or provlslen of consumable So llas, Including
but not limited to batteries and halon cylinder charging; (b) reinstallation or
relocailan of Covered EqulpmeM; (o) painting or refinishing of Covered
Equipment or surrounding surfaces; (d) changes to Services; (a) parts,
aacessorea, attachments or other devices added to Covered Equipment but
not furnished by SIEMENS; (f) !allure to contlnually provide suitable operating
environment Including, but not limited to, adequate space, ventilation, electrical
power and protection from the elemental or (g) the removal or reinstallation of
replacement valves, compere, watedlow switches, venting or draining systems.
SIEMENS Is not responsible for services performed on any Covered
Equipment other than by SIEMENS or Its agents.
3.3 The Services shall be perrormed In a manner consistent with the degree of
care and Skill ordinarily exercised by parsons perorming the same or similar
Services In the some locale Lender similar clreOmstances and conditions
3.6 SIEMENS shall perform the Services during Its local, normal working
(tours, unless shaves slated In the Agreement.
3.7 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 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 onlywhen Revealed by all parties hereto,
3.8 All reports and drawings speclflcally prepared for and deliverable to
such Deliverables. All ether reports, notes, calculations, data, drawings,
estimates, specifications, manuals, other documents and all computer
program., codes and computerized materials prepared by or for SIEMENS are
Instruments of SIEMENS work ( "Instruments') and shall romeln SIEMENS
property. Siemens oorwee no license to software unless otherwise expressly
provided in this Agreement. Al Deliverables and Instmments provided to
Customer are for Permitted Users' use only for the purposes disclosed to
SIEMENS. and Customer shall not transfer (ham to others or use them or
permit them to be used for any extension of the Services or any other purpose,
whorl SIEMENS' express written consent. Any reuse of Dalverablas or
Instruments for other projects or locators without the written consent of
SIEMENS, areas by any party other than Permitted Users, will be at Permitted
Users' sole disk and without liability to SIEMENS; and, in addillon to any other
rights SIEMENS may have, Customer shall Indemnify, defend and had
SIEMENS harmless from any claims, losses or domagas chain; therefrom.
3.9 Customer acknowledges that SIEMENS, In the normal conduct of Its
business, may use concepts, skills and know -how developed while performing
other contracts. Customer acknowledge. the benefit which may social to it
though this practice, and atcordingbj sonars that anything In this Agreement
notwithstanding Siemens may continue, without payment of a royally, this
practice of using concepts, skills and know -how developed while performing the
Agreement.
3.10 V". Servoas Include energy consul any estimates of probable
construction or Implementation costs, financial evaluations, feasibility studies or
economic analyses prepared by SIEMENS, the documents prepared for kite
Customer will represent SIEMENS' Lost judgment baser/ on SIEMENS'
experience and the Information reasonably available to SIEMENS at the time
that the Services are performed. Customer acknowledges that SIEMENS does
not control: (a) the costs of labor, policies, equipment or servlors furnished by
others, (b) overall market conditions; or, (c) contractors' methods of
determining prices, Accordingly, Customer acknowledges that proposals, bids
or actual costs may differ from polices, overnitlons or studies submitted by
SI EMENS as pan of the Services provided hereunder,
3.11 Where Services Iholude EMC, SIEMENS will have a disaster recovery
plan and a disaster contingency plan.
Article 4: Responslblfri of Customer
4.1 Customer, without soul to SIEMENS, shall:
(a) Designate a contact person with authority to make declslore for Customer
regarding the Services and provide SIEMENS with Information sufficient to
contact such parson In an emergency. If such representative cannot be
reached, any request for Services received from a parson located at
Customerk site will be deemed authorized by Customer, and SIEMENS will, in
Its reasonable discretion, act accordingly;
(b) Provide or arrange without cost all reasonable provisions, means and
access far SIEMENS to any site and the equipment whore Servlom are to be
performed;
(c) Permit SIEMENS to control and/or operate all controls, systems,
apparatus, agUpirant and machinery necessary to padurm the SeMces;
Service Only 2000
Siemens Industry, Inc. 9/5/2013 Page 9
25B -21
(d) Furnish SIEMENS with all available lnformatlan pedlnent to the Services',
(a) Obtain and famish 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 Ir wl'Iiing to obtain;
(f) Maintain the Services site In a safe condition! notify SIEMENS promptly
of any site cond1toris requiring special care; and provide SIEMENS with any
avallI documents describing the quantity, nature, location and extent of suoh
conditions;
(g) Comply Win all lam and provide any notices required to be given to any
government authorities In connection with the Servlces, except Such notices
SIEMENS has exprosey agreed In this Agreement to give;
(h) Provide SIEMENS With Material Safety Data Sheets (MSDS) conforming
to OSHA requirements related to all Hazardous Motorlola at the site which may
Impact the Servlces',
(1) Furnish to SIEMENS any contingency plans related to the site;
q) Furnish the specified operating environment, Including without Ilmltsllon,
suitable "lean, stable, property conditioned electrical power end other writes;
(k) Maintain all Covered Equipment In good working order In compllancs With
all applicable laws and service, repair and replace all Covered Equipment as
necessary', and,
(p Perform Inspections and tests as Indicated In the Life Safely System
Logbook and record same In the Life Safely System logbook.
4.2 Customer acknowledges that the technical and pricing information herein is
proprietary to SIEMENS and agrees not to disclose or otherwise make It
available to others.
4.3 Customer acknoww[edges that It Is now and shell be at ell times In control of
the Services site. SIEMENS shall not have any, responsilelllly, duly 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 shall not relleve,
others of their responslbllily to Customer or to ethers. Except as expressly
provided herein, SIEMENS is hot responsible for the adequacy of the health,
safety or sacurty programs or precautions related to Customer's or It other
contractors' activities or operations; the work of any other person or entity; or
Customer's site conditions, SIEMENS Is not actionable for Inspecting,
observing, reporting or correcting health or safely conditions or deficiencies of
Customer or others at Customer's site. So as not to dscourege, SIEMENS
from voluntarily addressing such Issues, In the event SIEMENS does make
observations, reports, suggestions or otherwise regarding such Issues,
SIEMENS shall not be lights or responsible for same.
4A Except as expressly staled in this Agreement, Customer le solely
responsible for any removal, replacement of rafinishing of the building structure
or finishes that may be required to perform or gain access to the services,
4.5 Customer alone shall act to protect life and property from the time a center
or full system failure occurs unit( SIEMENS notifies Customer that such system
Is operational or the emergency has been cleared. Customers actions shell
Include all appropriate interim safety precautions (such as a manual 1[a
watch'). SIEMENS shall have no obligation to provide guards, fire watch
Personnel, or other servke4 follovllllg a system fallwe, except Services as are
4.6 Customer shall not ottach to the system or Covered Equipment any device
[hat Interferes with the Services or the proper operation of the system or
covered Equipment.
Arbors 5: Oompenestiai,
5.1 Annual Facie) shall be adjusted for each year after the final year of the
Initial Terri pursuant to the agreed Price Adjustment hereto and Incorporated
herein. Unless otherwise agreed In wrld% this Agreement Is not cancelable
and the annual fee Is not refundable except as provided heroin.
5.2 Payments to be made under this Agreement will provide far, and be In
conedershon of, only Services specifil Included under the Proposed Selalon AII
other Services, Including but not limned to the felknxing, shill be saperagly billed or
surcharged on a III and materials basis' (a) emergarcy Services parfonned at
Customer's request, If inspection does not reveal any deflclenoy covered by [his
Agreement; (b) SeMces performed other than during SIEMENS ' normal wotdng
5.3 SIEMENS shall Invoice Customer as provided mine Agreement, win not
expressly provided, then on an annual basis prier to the Stan Date and annually
thereafter on the anniversary 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 Invoice Is payable within 30 calendar
days of receipt by Customer or as otherwise set forth In this Agreement. If any
payment Is not received when due, SIEMENS may deem Customer to be In
breach hereof and may enforce any romodles available to It hereunder or et
law, including without limltatlon, acceleration of payments and suspension or
termination of Bongoes at any time and without notice, and shall be entitled to
compensation for Servlces previously performed arid costs reasonably III ad
In connection with the suspension or termination. In the event that any payment
due horeundar[s not paid when due, Customer agreast to pay, upon demand,
as a late charge, one and one-half percent (1.5 %) of the amount of the payment
per month, limited by the maximum rate permitted by law of each overdue
Siemens Industry, Inc., Building Technologlos Olvlslon
amount under this Agreement. Customer shall reimburse SIEMENS' costs and
expenses (Including reasonable attorneys' and witnesses' fees) Incurred for
colloGlon under this Agreement. If Customer disputes any Option or all of an
Invoice, It shell notify SIEMENS In wtlbng of the amount In dispute and the
reason for Its disagreement within 21 days of receipt of the Invoice. The
undisputed portion shall be paid when due, end Interest on any unpaid portion
shall accrue as aforesaid, from the date due WIN paid, to the extent that such
amounts are finally determined to be payable to SIEMENS,
5.4 Except to the extent expressly agreed In this Agreement, SIEMENS' fees
do not include any taxes, axclle s, fens, duties, permits or other government
charges related to the Servlces. Customer shall pay such amounts or reimburse
SIEMENS for any amounts It pays. If Customer elalme a tax exemption or
direct payment pall It shall prCVlda SIEMENS with a valid exemption
certiflcate or permit and Indemnify, defend and hold SIEMENS harmless from
anytaxes, costs and penalties arlang out of same,
55 Unless agreed othenviae, the preing for each year after the Initial Term of
the Agreement and each year of each renewal of the Agreement shall be
determined as the Immediate prior year price plus a price escalator based upon
the D.S. Department of Labor, Bureau of Labor Statistics Urban Consumer
Price Index-All Urban Consumers U.S. AD Items, 1982 - 1984.100 ( "ppi-v),
In addition, each ronawal term pacing shall be cd)uslel for any additions or
deletions to Services selected for the renamml fain. The price escalator shall be
the latest semiannual CPI -U Identified above published prof to each annual
anniversary, This exodator shall be applicable to each annual term, whether e
renewal term or an annual farm after the first year of the Initial Term.
Article 6: Ohangos; Delayer Excused Performance
6,1 As the Services are performed, conditions may change or circumstances
outside SIEMENS' reasonable control (such as changes of law) may al lop
which require SIEMENS to expend additional costs, exet "r time to complete
the Services, in which case SIEMENS shah notify, Customer and an equitable
adjustment made to the compensation and time for performance. In the event
conditions or circumstances require Services to be suspended or terminated,
SIEMENS well be compensated for Services performed and for costs
reasonable Incurred In connection with the suspension ortermination.
6.2 SIEMENS shall not be responsible for loss, delay, Injury, damage or
failure of performance that may be caused by circumstances beyond Its control,
Including but not limited to acts or omissions by Customer or Its wriplayees,
agents or conhractors, Acts of God, war, civil commotion, acts or omissions of
government authorities, fire, that(, conos[on, flood, water damage, lightning,
4reaze4ps, strikes, lockouts, differences with workmen, riots, explosions,
quarantine restrictions, delays in transportation, or shortage of vehicles, fuel,
labor or materials. In the event of any such circumstances, SIEMENS shall be
sw ugad from PerlpnrshOO of rho Servlces and the tlmo for porfermancu snail
be extended by a period equal to the time lost plus a reasonable recovery
period and the compensation equitably adjusted to compensate for additional
costs SIEMENS Incurs due to such circumstances.
Arcane 7: Warmnttes; Olscla)mers, Llmhatlonof Llabillty
7:t Labor In performing the Services Is warranted to be free from defects In
Workmanship for 90 days after the Servlces are performed. All labor provided
by SIEMENS hereunder found to be defective and otherwise qualifying under
this warranty shall be re- performed by SIEMENS. Such re,performance
hereunder shall not Interrupt or prolong the lerms of this Warranty. In the event
that any such re- performl falls to sure such defects, then Customer's
exclusive remedy against SIEMENS for damages from any cause whensoever,
whether In contract or ton, shell not exceed an amount equal to the limitation set
forth In Section 7.5 fief eln.
Z2 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
FITNE88 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 HERESY EXPRESSLY
DISCLAIMED.
7.3 Customer hereby, for it and any parties claiming under It, relapses and
discharges SIEMENS from any IlsbNty Mining out of ell hazards covered by
Customer's Insurance, and all Ori nls control SIEMENS arising out of such
hazards, Including any right of subrogation by Customer's Insurance carrier, 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
E DRGY MARKET IS VOLATILE AND SUBJECT TO FREQUENT PRICE
Service Only 2009
Siemens Industry, Inc, 9/5/2013 Page 10
25B -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 ORTHE ENERGY MARKET'S REGULATORY LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM
CLIMATE. NOTHING HEREIN SHALL BE CONSTRUED BY THE SIEMENS' FAILURE TO OBTAIN OR APPLY FOR ANY REBATE/
CUSTOMER AS A PREDICTION OF FUTURE ENERGY MARKET INCENTIVE OR ENERGY/ FUEL COST REDUCTION THAT COULD IN ANY
CONDITIONS OR ENERGY PRICES, ACCORDINGLY, SIEMENS DOES WAY BE OBTAINED BY CUSTOMER
NOTPROVIDE CUSTOMER A GUARANTYOR WARRANTY OF THE Article 9: H099fdOUS Materiels Previsions
RESULTS OF SIEMENS' RECOMMENDATIONS. CUSTOMER 9.1 The Services does not include dl rectlyorindlr eutlyperformingorar'mnging
MAKESANY AND ALL ENERGY PROCUREMENT AND RELATED for the detection, monitoring, handling, storage, removal, Vanspadation,
DECISIONS, CUSTOMER ACKNOWLEDGES THAT ALL ENERGY disposal of treatment of Oil or Hazardous Matersh Except as disclosed
PROCUREMENT AND RELATED DECISIONS ARE MADE AT THE pursuantio this Adlcle. Customer represents that, Loans best knowledge, there is
CUSTOMER'S SOLE RISK no ashest a or any outer hazardous or toxic mataraas, as defined In the
7.5 WITH RESPECT TO ANY LIABILITY (WARRANTY OR OTHERWISE) Comprahehsive 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, stale or local law ('Hazardous Materiels"), present at
ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, Customer's Sites where the Services are performed. SIEMENS will nodly,
ANTICIPATED PROFITS OR SPECIAL. INDIRECT. INCIDENTAL OR Customer immediately If It discovers or suspects the presence of any
NRISING OUT OF In reliance on Customer's representations as set forth In this Atllele, The
THE SERVICES presence of Hazardous Materials canstbutas a change In this Agreement
RACT , STRICT whose terms must be agreed upon by SIEMENS before its obligations
WARRANTY, LATE OR NON - DELIVERY OF ANY - SERVICES, AND 9.2 Customer Is relay 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 I and, In any event,SIEMENS'eggregate liability for any and costs thereof. Customer is responsible for the proper disposal of all Hazardous
all balms, losses or expenses (Including attorneys fees) arlsing out of this Materials and OII that at anytime are present at the Services site In accordance
Agreement, or out of any Services furnished under this Agreement, whether with all applicable lateral, state, and local laws, regulations, and ordinances
based In contract, negligence, strict Ilablity, agency, warranty, trespass, Even if change order has been shtared Into pursuant torus Angle, SIEMENS
Indemnity or any other theory of liability, shat be limited as liquidated damages, shell have the right to stop the Servlces unit the site Is free from Hazardous
to the greater of 51,000 or 10% of the total compensation resolved by Materials, In such event, SIEMENS shell receive an equitable extonslon chime
SIEMENS from Customer under this Agreement. SIEMENS reserves the right to complete the Services, and compensation for delays caused by Hazardous
to control the defense and settlement of any claim for which SIEMENS has an Materiels remetllation. In no event shall SIEMENS be required or construed to
obligation under the warranty hereunder. The parties acknowledge that the price take title, ownership or responsibility for such Off or Hazardous Materials.
which SIEMENS his agreed to perform Its Servlces and obligations Undorthls Customer shall sign any required waste manifests In conformance with all
Agreement Is calculated based upon the foregoing limitations of liability, and government regulations, listing Customer as the generator of the waste.
that SIEMENS has expressly rolled on, and would not have entered into this 9.5 Customer warrants that, prior to the execution of this Agreement, It shell
Agreement but for such limitations of liability. n"I SIEMENS In writing of any and all Hazardous Materiels which to
7.6 It Is understood and agreed by and between the panles that SIEMENS Is Customer's best knowledge are present, potentially present or likely to become
not an insurer and this Agreement Is not intended to be an Insurance policy or a present at the Services site and shall pmvldo a copy of any site safety policies,
substitute for an Insurance policy. Insurance, If any, shell be obtained by Including but not limited to lock -out and tag procedures, chemical hygiene plan,
Customer. Fees are based solely upon the value of the Servlces, 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 on or local laws, regulations or ordinances,
Customer's premises. 9.4 Customer shall Indemnify, defend and hold SIEMENS harmless from and
Article B:tlm /ratfans oflgzlntrairwe or Svulce Orallgatlons against any damages, losses, costs, liabilities or expenses (including attorneys'
8.1 SIEMENS mill not be responsible for the melydename, repair or replacement at, fees) Arising out of any OII or Hazardous Materiels or from Customer's breach
or SaMcee nece dialed by
obscal parts of the Squirmy
heat exchangers, polls, unit ca
stated herein; or
Inadaquae repairs or modifications, IMPROr
a sWq failure to campy wish manufacture's
Acts of God, or other reasons beyond Its oc
for any service performed On OW Covered
agents,
8.2 SIEMENS shed not benesponslblefr
caused by circumstances beyond to con
bmisdens by Customer onto employees of
axis of government, tire, (heft, corrosion,
computer viruses. omamm or system h
or
under the
other than try SIEMENS orb otherelso disposed of In a manner
applicable export laws end regulat
y, Injury or damage that may be performance by SIEMENS of Its
g but not restricted to acts or such export laws And regulallom
Is of God, war, dml oommatlon, AGREES TO INDEMNIFY AND
damage, lightning, linersups, AND ALL COSTS, LIABILITIES
ses, lockouts, dfferences with RELATED TO NON - COMPLIAN
IS Is required to comply with
to the sale, exportation, transfer,
owed Equipment or Sefvkes
y export license requirements,
Tent or Services shall not At any
0 SIEMENS HARMLESS FROM ANY
SNALTIES, SANCTIONS AND FINES
WITH APPLICABLE EXPORT LAWS
6.5 SIEMENS Is not responsible for repairs, replacements or seMcas to Equipment 11.f SIEMENS shell adhere to FAR 52. 219.8 regardlrgthe'Utifzation of Small
due to pCmOalon, erosion, Impmoel or Inadequate water treatment by others, seepage Buslnees Concerns", as pad of Its Commercial Small Business Subeontmcting
or cherttiwl ocdan, or reasons beyond Its reasonable Centel. Agreement with the fedora] government SIEMENS' policy, Is to offer smell
BA SIEMENS Shall not beresponslhle for fine removal orrelnstella]ionof replacement business concerns, including small disadvantaged businesses, women owed
veNes, dermas, water0ow and former switches, all stollens, and any ether small - businesses, HUBZone small businesses, veteran owned small businesses
permanently mounted integral pipe or an duel component. Addtlonally, elEMENSehall and service disabled veteran owned small businesses, the 'maximum practical
notbo responsible for anyventing or dmining of syst ems. oppoduntll pamckpate In performing contracts let by any commercial entity,
8.5 WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP local government or federal agency, Including subcontracts for subsystems,
CUSTOMER TO ATTAIN REBATES AND/OR INCENTIVES FROM AVAILABLE assemblies, components, and related services for major systems.
SOURCES OR ENERGYIFUEL COST REDUCTION, CUSTOMER
ACKNOWLEDGES THAT ANY REBATEINCENTIVE OR ENERGY/ FUEL
COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER 13
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/INOENTIVES OR UNEROY/ FUEL COST REDUCTION
AVAILABLE, SIEMENS DOES NOT GUARANTEE THAT IT WILL OBTAIN
OR APPLY FOR ALL REBATESIINCENTIVES OR ENERGY/ FUEL COST
Stamens Industry, Ina, Building Tochnologias Division BAIA.. Dny209
Siernens Industry, Inc,
9/5/2013
25B -23
Page 11
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 Jane 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 Agreement (ASA) and / 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 arise from this sarvlce For your convenience, we are providing a copy of our meet 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 blllable 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
2 H Min
2 H Min
2 H Min
4 H Min
On- site Servlce call
$146.001hr
$190,00 /hr
$233.00lhr
$190,00 /hr
Fee: On Site Trl
$70 / Trip
$701 Trip
$70 / Trip
$95,00 / Trip
Overtime rates in the table apply for calls Monday through Friday 4:30 p.m. -8:00 am excluding olidays Double lure applies for Sundays and Holidays.
All rates are current as of 01/01/2013 and are subject to change with or Without notice. Please be advised that Portal to Portal labor charges may
apply.
Minimum Charge: Service involving Navel to 11re customer site will incur a two -bout' minimum labor charge and $50,00 vehicle trip charge.
Material Rates: Customers with an active Service Agreement will benefit from a discount percentage off the standmd pricing for Siamans industry,
Inc. products, Customers without a Service Agreement will pay standard pricing for Siemens Industry, Inc. products.
Siemens Industry, Inc. 9/5/2013
25B -24
Page 12
EXHIBIT B
10
25B -25
SIEMENS
AUTHORIZATION TO PROCEED
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 Agreement (ASA)
and I or your system warranty. An account representative may contact you to discuss the asperse we are providing In order to ensure your satisfaction and clarify any billing that may arise 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. All rates are current as of 0110112014 %aria subject to change with or without notice. Please be advised that Portal to Portal labor charges may apply,
Service
ASA
ASA
ASA
Non-ASA
Non-ASA
Non-ASA
Customer
Customer
Customer
Customer
Customer
Customer
Accounts Payable Name & Address:
Standard Time
Over Time
Double Time
Standard Time
Over Tlise
Double Time
On•LinoSuppod:
1HrMin
1HrMin
1HrMin
2HrMin
2 H Min
2HrMin
Modem or Phone
$15800Ihr
$205.00Ihr
$253,001hr
$204.001hr
$306001hr
$408.00 /hr
Automation
2 H Min
2 H Min
2HrMin
4 H Min
4 H Min
4 H Min
On-Site Service Call
$158.001hr
$205,00/hr
$253.00 /hr
$204.00 /hr
$306.00 /hr
$408.001hr
Mechanical
2 H Min
2HrMin
2 H Min
4 H Min
4 H Min
4 H Min
OnSlte Service Call
$144.001hr
$187.00/hr
$23000Ihr
$188.001hr
$28200/hr
$373.001hr
Electronic Installer
2 Hr Min
2 Hr Min
2 Hr Min
4 Hr Min
4 Hr Min
4 Hr Min
On -Site Service Call
$118.00 /hr
$154.001hr
$189.001hr
$152,00 /hr
$228.00 /hr
$304,001hr
Electrical Services
2 Hr Min
2 Hr Min
2 Hr Min
4 Hr Min
4 Hr Min
4 Hr Min
On-Site Service Call
$188.001hr
$244.001hr
$300.00Ihr
$244.00 /hr
$366,001hr
$488.001hr
Fire
2HrMin
2 H Min
2HrMin
4 H Min
4 H Min
4 H Min
On-Site Service Call
$150.001hr
$195.001hr
$240,00/hr
$196,001hr
$294,00/hr
$392.00Ihr
Security
2 Hr Min
2 Hr Min
2 Hr Min
4 Hr Min
4Hr Min
4 Hr Min
On-Site Service Call
$143,00/hr
$186.00 1hr
$229001hr
$18600 1hr
$279.00/hr
$372.001hr
Project Manager I Service
Account Engineer
2HrMin
2 H Min
2HrMin
4 H Min
4 H Min
4 H Min
On-She Service Cell
$214.001hr
$214,001hr
$214.00/hr
$278.00 /hr
$278,00fnr
$27800 /11hr
Fee: On Site Trip
$70,00 /Trip
$70.00 /Trip
$70,00 /Trip
$95,001 Trip
$95.001 Trip
$95.001 Trip
Overtime roles In the table apply for calls on Saturdays as well as Monday through Friday 4:00 p.ln. -7,00 am, excluding Holidays, Double time applies for Sundays and Holidays and It may
apply on weekdays as well,
(Required by Siemens): Slemene Notification k:
Desorig ion 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:
Signature Print Name Date
By signing this document, you are agreeing to payment In full upon receipt of Invokes.
Quick Quote Price Not to Exceed (By Siemens Only): $
Siemens Representative:
Signature Print Name Doug
Siemens Industry, Inc. Building Technologies Division will dispatch upon receipt of authorization. (Return Fax # 714 -761 -0274)
All Invoices shed be due and payable by customer upon recent Further, seller reserves the right to involoa customer monthlyaa the work progresses, for ell me lals delivered In the jobsit or to an o &alto facility and for a llworkpollolmed matteandon-
site.lf I Insurer becomes overdue In any progress parcel seller shall be sound to stop work, shall be entitled to Inicrest at the leaser of an annual rate of 18% or III maximum Interest permitted by applicable law: and also rn avail Itself If any other
legal slid equitable remedies. Seller shall also be entitled to such Interest on all amounts retained by austomer from progress paymenls or adrervrlse, euslumer agrees that he will pay end /or reIinurge seller for any and all reasonable altomeys' fees, which
are !no uned by seller in the debardon of amount; due and payable hereunder. Pubes are subject to reforms far orror,
Siemens Industry, Inc.
Building Technologies Division
10775 Business Center Drive
Cypress, CA 90630 -5221
25B -26
Tel: (714) 816 -1444
fax:(714) 761 -0274
EXHIBIT C
11
25B -27
Industry, Inc.
January 6, 2014
Mr. John Aguilar
City of Santa Ana
20 Civic Center Plaza, Rm. B -19
Santa Ana, CA 92702
Ref: Renewal FIRE Service Agreement: 260002578610ranee 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, 2013. 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 our 2013 contract. This renewal will commence
with the same terms and conditions and the same scope of work.
Contract Period & Amount:
1/1/2014 through 12/31/2014: $32,610.00 (Billed in advance $8152.50 /Quarter)
Upon review and acceptance, please complete the below "ACKNOWLEDGEMENT' section and fax this letter to my
attention Fax (714) 826 -3945. Please feel free to call me at 714454 -5633 If you have any questions or concerns.
,newse Read
Sr. Service Sales, Pure LiFe Safety
SIENI INS
(714) 454 -5633 mobile
17141252 -1346 direct
ACKNOWLEDGEMENT - please fax to Denise Read Fax 714.826 -3945
Customer Representative
Accepted By:
Name:
Title:
Date:
10775 Business Center Drive
Cypress, CA. 90630
25B -28
(714) 761 -2200 Office
(71.4) 761 -3324 Fax