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SIEMENS INDUSTRY, INC. 11 - 2014
1 V INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE - DEXPIRE. 1 CLERKO COUNCIL.p�¢ DATE: .„,-f 3 �( 7 MAINTENANCE AGREEMENT A -2014 -097 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 lire 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 ala mi 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 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 sum 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. RIMMI11 �1IM11 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 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 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The 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 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 instrument 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. 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 may be terminated by either party upon thirty (30) days written notice of termination. Additionally, City may terminate this Agreement upon thirty (30) 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 perfonnance, and 2) directing the work be accomplished by either City personnel or another contractor at Contractor's expense, as detennined by the City. Contractor shall be responsible for all costs resulting from 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. 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 fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. {Signatures on following page} IN WITNESS WHEREOF, the parties hereto have executed this Maintenance Agreement the date and year first above written. ATTEST: L f. MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ,. CYvta =- Lisa Storck Assistant City Attorney RECOMMEND F R APPROVAL: Carlos Rojas Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager SIEMENS INDUSTRY, INC. Building Technologies Division By: Title: Tax ID# Daniel H. Holmes Area Sales Manager I7" WIM SCOPE OF SERVICES Advantage Services° Agreement for City of Santa Ana, Police Department Fire Life Safety Test and Inspection September 5, 2013 1 SIEMENS Advantage Services Agreement for January— December 2013 City of Santa Ana September 5, 2013 Siemens Industry, Inc. 9/5/2013 Page 1 Table of Contents Advantage Services 1 Overview 1.1 Executive Summary 1.2 Customer Objectives 1.3 Current Situation 14 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 Alarm 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 & Material Pricing Siemens Industry, Inc. 9/5/2013 Page 2 t 3 3 3 3 4 4 4 4 5 5 5 6 7 S 8 9 12 I Overview 1.1 Executive Summary You have made a significant investment in your facility and its complex technical systems which are critical to the profitability and productivity of your overall business. This proposed service solution, our Service Agreement, will proactively serve to protect that substantial investment through a program of platmed service tasks by our trained technical staff. This Service Agreement has been specifically developed to support your unique facility, and the services provided herein will help you in achieving your facility goals. • Siemens Project and Account Management Manage and coordinate service program (On and Off Site), responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services. • NFPA 72 Fire Alarm Testing and Inspections 100% Annual testing of all fire panels, annunciation, smoke detectors, heat detectors, duct detectors, manual pull stations, audio and visual devices, including horns and strobes, magnetic door holders. Semi - Annual testing of waterflow and tamper switches. Smoke Detector Cleaning and Sensitivity also included. 1.2 Customer Objectives City of Santa Ana, Police Department is requesting a proposal to provide fire alarm system maintenance services under one program that coincide and meet NFPA 72: National Fire Alarm 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 Plaza, Santa Ana, CA 92702 City of Santa Ana, Police Department and Siemens Industry, Inc. understand that all buildings on each campus is covered under this program. At anytime, City of Santa Ana, Police Department has the option to add additional buildings and parking structures to this program as an amendment to this agreement. In addition, City of Santa Ana, Police Department and Siemens Industry, Inc. understand that fire codes are periodically reviewed and modified by local, state, and national jurisdictions. If at any time the codes change and it will affect the performance of the scope of work within this agreement, Siemens Industry, Inc. holds the right to negotiate with City of Santa Ana, Police Department in order to be duly compensated for the additional work required. The intent of the request is to enter into an agreement with Siemens Industry, Inc. as the preferred vendor for the most feasible and expeditious service while maintaining the highest quality performance. 1.3 Current Situation During a recent internal review City of Santa Ana, Police Department has identified some areas of improvement in the current implementation of their management of the fire alarm system maintenance program for the Police Department. City of Santa Ana, Police Department management has asked Siemens Industry, Inc. to assist in providing a technical support program to assist them close the gaps on the areas identified during our meeting. Siemens Industry, Inc. 9/5/2013 Page 3 It has also been shared and discussed at great length that a new approach and plan to the fare 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 wand. Siemens is pleased to offer this proposal for technical support services to your facility. For more than 150 years, Siemens has built a culture of long -term commitment to customers through innovation and technology. We are confident that we have the capabilities to meet your critical facility needs today and in the future, and we look forward to the opportunity to serve you. 2 Service Solution 2.1 FIRE ALARM & LIFE SAFETY SERVICES 2.1.1 Customer Support Services Written Report of All Services Performed We will complete a service report for each visit detailing the purpose of the call and summarizing the work that was performed. Life Safety Log Book We will provide a life safety log book containing information and guidance on the management of the Life Safety System. All service records shall be recorded and kept within the log book. This log book shall serve as a reference for local authorities, insurance carriers, and Siemens technical personnel. Fire Alarm System Testing & Inspection We will perform annual tests of all covered fire systems by certified specialists using testing protocols specified by NFPA as well as any local guidelines that are required for your facility. Necessary documentation detailing the results of the inspection, including a list of deficiencies, will be provided upon completion of the test to satisfy the AHD and to maintain your Certificate of Occupancy. The equipment included as part of this testing agreement is listed in the List of Maintained Equipment section of this service agreement. Siemens will provide a man -lift, if necessary. Smoke Detector Cleaning and Sensitivity Testing Smoke Detector Sensitivity testing will be performed, in accordance with NFPA guidelines, using the manufacturer's recommended test methods and a 13L 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. 915/2013 page 4 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 Oty Number Location Mfg/Model Field Field Peripherals Addressable Pull 85 Peripherals Station 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 & NCCNT Computer Annunciation Annunciation 2 Services (Times per year): Test and Inspection (1) Detectors Detectors Addressable 817 Smoke Detector Services (Times per year): Test and Inspection (1) Detectors Detectors Addressable Duct 82 Detector Services (Times per year): Test and Inspection (1) Detectors Detectors Addressable Heat 57 Detector Siemens Industry, Inc. 9/5/2013 Page 5 Services (Times per year): Test and Inspection (1) Qty Serial Location Mfg/Model � Number 3 Field Field Peripherals Door Holders Peripherals 20 Services (Times per year): Test and Inspection (1) 6 Phone Field 6 Peripherals Field Peripherals JacksM/arden 5 Stations 1 Services (Times per year): Test and Inspection (1) Field Field Peripherals Speakers /Horns Peripherals 79 _ Services (Times per year): Test and Inspection (1) Field ls Speakers /Horns Field Peripherals 104 with Strobes Services (Times per year): Test and Inspection (1) Field Field Peripherals Strobes Peripherals 68 Services (Times per year): Test and Inspection (1) Field Field Peripherals Watertlow Switch 31 Peripherals Monitor Module Services (Times per year): Test and Inspection (2) Field Tamper Switch Field Peripherals 52 Peripherals Monitor Module Services (Times per year): Test and Inspection (2) Control & Control & Digital Dialer 2 Annunciation Annunciation Services (Times per year): Test and Inspection (1) 3.2 Additional Fire Alarm Material List Equipment Edwards IRC -3 FACP Qty 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 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. 9/5/2013 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 this proposal. Prices quoted in this proposal are firm for 30 days. Proposal accepted by: Proposal submitted by: Denise Read Facilities Department Senior Account Executive, Fire City of Santa Ana, Police Department Siemens Industry, Inc. Signature Or Date U Customer purchase order included as an attachment to this agreement and will be referenced on invoices. U Customer purchase order not required. Invoices will be approved and processed with signature of authorized customer representative. Signature Date Eric Ackermann Southern California FSS Area Sales Manager Signature Date The Customer acknowledges that when approved by the Customer and accepted by Siemens Industry, Inc.: (i) the Proposal and the Contract Terns and Conditions, (together with any other documents incorporated into the forgoing) shall constitute the entire agreement of the parties with respect to its subject matter (collectively, hereinafter referred to as the "Agreement) and (ii) in the event of any conflict between the terns and conditions of the Proposal and the terns and conditions of The Contract Terns and Conditions, the Contract Terms and Conditions shall control. BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS INDUSTRY, INC. OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE CUSTOMER. Siemens Industry, Inc. 9/5/2013 Page 8 1.2 Terms And Conditions SERVICE TERMS AND CONDITIONS (REV. 10109) Article 1: General 1.1 (a) This Agreement constitutes the entire, complete and exclusive agreement between the parties relating to the services ( "Services ") to be provided by SIEMENS and supersedes and cancels all prior proposals, agreements and understandings, written or oral, relating to the subject matter of this Agreement. Neither party may assign the Agreement or any tights or obligations hereunder without the prior written consent of the other except that either party may assign this Agreement to Its affiliates and SIEMENS may grant a security 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 SeMces, The terms and conditions of this Agreement shall not be modified or rescinded except in writing, with the prior approval of the Legal Departments of SIEMENS and Customer and signed by duly authorized officers or managers of SIEMENS and Customer. (b) Nothing contained In this Agreement shell be construed to give any rights or benefits to anyone other than the Customer and SIEMENS without the Nwritten consent of both parties. All provisions of this Agreement allocating responslblity or liability between the tables shall survive the completion of the Services and termination of this Agreement. (c) Certain terms and conditions contained herein may not apply to the Services to be provided hereunder. It is the intent of the partles, however, that the Interpretation to be given to the terns and conditions Is to apply all terms and conditions unless clearly Inapplicable given the type of Services included. 1.2 This Agreement shall be governed by and enforced In accordance with the laws of the State of Illinois. Any litigation arising under this Agreement shall be brought in the Stale 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 expiration of the Initial Term, this Agreement shell autometical , renewfor successive one year periods beginning on the anniversary date of the Initial Term mless stated otherwise in the Agreement. 1.4 Eill'rar party may terminate or amend this Agreement at the end of the Initial Tenn or at the end of a renewal term by giving the other party at least sixty (60) days pror written notice of such amendments orintent net to renew. 1.5 If, during or within 90 days after the term of this Agreement, Customer engages any SIEMENS employee who has Performed wodc under this or any other agreement between Customer and SIEMENS, Customer shall pay SIEMENS an amount e4ual to the employee's latest annual salary. Amcfe 2: Covered Equipment 2.1 "Covered equipment" shall mean that equipment expressly identified as System Components In this Agreement The Customer represents that at the commencement of this Agreement all Covered Equipment Is In satisfactory working condition and complies with all applicable codes. 2.2 If the fire or life safety system is included as part of the Covered Equipment does not comply with all applicable codes or if removal of any Covered Equipment from coverage would compromise or impair the Integrlty er the compliance with law of any system or Services, and Customer fails to take corrective action, then SIEMENS may terminate this Agreement without further obligation and retain all monies received pursuant to this Agreement. 2.3 All testing and inspection of any Covered Equipment provided for in this Agreement will be performed at the time and place and in the manner deemed appropriate by SIEMENS, in accordance with applicable law and the requirements of then current National Fire Protection Association ( "NPPA ") guidelines if applicable, and other relevant standards. Customer is solely responsible for, and hereby indemnifies and holds SIEMENS harmless from and against, any liability arising from Customer's specification of a testing schedule otherthen than current NFPA or other applicable standards or laws. 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 SIEMENS In writing, and SIEMENS reserves the right to perform a reaccepemoss test on, or, if necessary, a recommissioning of the system at Customer's expense. Reacceptance tests will be performed in accordance with than current NFPA or other applicable requirements, and charged on a time and materials basis. Arlicle 3: Services by SIEMENS 31 SIEMENS shall only perform the Services identified in this Agreement. 3.2 SIEMENS shall have no liability or obligation to continue providing Services in the event Customer falls to (a) authorize a reabeeptance test or recommissioning that SIEMENS reasonably deems necessary; (b) notify SIEMENS of arty modifications or changes to the Covered Equipment or unusual or materially changed operating conditions, hours of usage, system malfundlons or bulldtng alterations that may affect the SeMce% (c) provide the access to any site 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 this Agreement. After any of the aforesaid events SIEMENS may terminate or suspend services under this Agreement immediately, upon giving notice to Customer 3.3 Any repairs and replacements of Covered Equipment as may he expressly Siemens Industry, Inc., Building Technologies Division Included In the Services are limited to restoring the proper working condition of such Covered Equipment. SIEMENS will not be obligated to provide replacement Covered Equipment that represents significant capital Improvement compared to the original. Exchanged or removed components become the property of SIEMENS, except Hazardous Materials, which under ell circumstances remain the property and responsibility of Customer, 3.4 Unless agreed otherwise, Services do not Include and SIEMENS Is not responsible for (a)', (a) service or provision of consumable supplies, including but not limited to baberlas and helon cylinder charging; (b) reinstallation or relocation of Covered Equipment; (c) painting or refinishing of Covered Equipment or surrounding surfaces; (d) changes to Services', (e) parts, accessories, attachments or other devices added to Covered Equipment but not furnished by SIEMENS; (f) failure to continually provide suitable operating environment including, but not limited to, adequate space, ventilation, electrical power and protection from the elements; or (g) the removal or reinstallation of replacement valves, dempem, waterflow switches, venting or draining systems. SIEMENS is not responsible for services performed on any Covered Equipment other then by SIEMENS or Its agents. 3.5 The Services shall be performed Ina manner consistent with the degree of care and skill ordinarily exercised by persons performing the same or similar Servlces In the same locale under similar circumstances and contlitlons, 3.6 SIEMENS shell perform the Services during Its local, normal working hours, unless otherwise stated In this 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 only when executed by all parties hereto. 3.8 All reports and drawings specifically prepared for and deliverable to Customer pursuant to this Agreement ('Deliverables ") shall became Customer's property upon full payment to SIEMENS. SIEMENS may retain file copies of such Deliverables. All other reports, notes, calculations, data, drawings, estimates, specifications, manuals, other documents and all computer programs, codes and computerzed materials prepared by or for SIEMENS are Instruments of SIEMENS' work ( "Instruments ") and shall remain SIEMENS property. Siemens conveys no license to software unless otherwise expressly provided In this Agreement. All Deliverables and Instruments provided to Customer are for Permitted Users use only for the purposes disclosed to SIEMENS, and Customer shall not transfer them to others or use them or permit them to be used for any extension of the Services or any other purpose, without SIEMENS' express written consent. Any reuse of Deliverables or Instruments for other projects or locations without the written consent of SIEMENS, or use by any party other than Permitted Users, will be at Permitted Users' sole risk and without liability to SIEMENS; and, in addition to any other rights SIEMENS may have, Customer shall indemnify, defend and hold SIEMENS harmless from any claims, losses or damages arising 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 acknowledges the benefit which may accrue to it though this practice, and accordingly agrees that anything in this Agreement notwithstanding Siemens may continue, without payment of a royalty, this practice of using concepts, skills and know -how developed while performing this Agreement. 3.18 Where Services include energy consulting, any estimates of probable construction or implementation costs, financial evaluations, feasibility studies or economic analyses prepared by SIEMENS, the documents prepared for the Customer will represent SIEMENS' best judgment based on SIEMENS' experience and the Information reasonably available to SIEMENS at the time that the Services are performed. Customer acknowledges that SIEMENS does not conti (a) the costs of labor, materials, equipment or services furnished by others; (b) overall market conditions; or, (e) contractors' methods of determining prices. Accordingly, Customer acknowledges that proposals, bids or actual costs may differ from opinions, evaluations or studies submitted by SIEMENS as part of the Services provided hereunder. 3.11 Where Services include EMC, SIEMENS will have a disaster recovery plan and a disaster contingency plan. Article 4: Reeponslbiilties of Customer Al Customer, without cost to SIEMENS, shall: (a) Designate a contact person with author yto make decisions for Customer regarding the Services and provide SIEMENS with Information sufficient to contact such person in an emergency. If such representative cannot be reached, any request for Services received from a person located at Customer's site will be deemed authorized by Customer, and SIEMENS will, in Its reasonable discretion, act acoordingiy; (b) Provide or arrange without cost all reasonable provisions, means and access for SIEMENS to any site and the equipment where Services are to be performed; (e) Permit SIEMENS to control and /or operate all controls, systems, apparatus, equipment and machinery necessary to perform the Services; Service Only 2009 Siemens Industry, Inc. 9/5/2013 Page 9 (d) Furnish SIEMENS with all available Information pertinent to the Services; (e) Obtain and furnish to SIEMENS all approvals, permits and consents from government authorities and others as may be required for performance of the Services except forthose SIEMENS has expressly agreed in writing to obtain; (f) Maintain the Services site In a safe condition; notify SIEMENS promptly of any site conditions requiring special care; and provide SIEMENS with any available documents describing the quantity, nature, location and extent of such condition, (g) Comply with all laws and provide any notices required to be given to any government authorities In connection with the Services, except such notices SIEMENS has expressly agreed in this Agreement to give; (h) Provide SIEMENS with Material Safety Data Sheets (MSDS) conforming to OSHA requirements related to all Hazardous Materials at the site which may impact the Services; (i) Furnish to SIEMENS any contingency plans related to the site; 0) Furnish the specified operating environment, including without limitation, suitable, clean, stable, progeny conditioned electrical power and other utilities; (k) Maintain all Covered Equipment in good working order in compliance with all applicable laws and service, repair and replace all Covered Equipment as necessary; and, (1) Perform inspections and tests as Indicated in the Life Safety System Logbook and record same in the Life Safety System logbook. 4.2 Customer acknowledges that 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 acknowledges that It Is now and shall be at al times In control of the Services site. SIEMENS shall not have any responsibility, duty or authority to direct, supervise or oversee any employees or contractors of Customer or their work or to provide the means, methods or sequence of their work or to stop their work. SIEMENS' work and /or presence at a site shall not relieve others of their responsibility to Customer or to others. Except as expressly provided herein, SIEMENS is not responsible for the adequacy of the health, safety or security programs or precautions related to Customer's or it other contractors' activities or operations; the work of any other person or entity; or Customer's site conditions. SIEMENS is not responsible for inspecting, observing, reporting or connecting health or safety conditions or deficiencies of Customer or others at Customer's site. So as not to discourage SIEMENS from voluntarily addressing such issues, in the event SIEMENS does make observations, reports, suggestions or otherwise regarding such issues, SIEMENS shall not be liable or responsible for same. 4.4 Except as expressly stated In this Agreement, Customer is solely responsible for any removal, replacement or refinishing 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 padl al or full system failure occurs grip SIEMENS notifies Customer that such system is operational or the emergency has been cleared Customer's actions shall Include all appropriate interim safely precautions (such as a manual "fire watch "). SIEMENS shall have no obligation to provide guards, fire watch personnel, or other services following a system failure, except Services as are specifically provided for In this Agreement. 4.6 Customer shall not attach to the system or Covered Equipment any device that interferes with the Services or the proper operation of the system or Covered Equipment. Article 5. Compensation 5.1 Annual Fee(s) shall be adjusted for each year after the final year of the Initial Term pursuant to the agreed Price Adjustment hereto and incorporated herein. Unless otherwise agreed in writing, this Agreement is not cancelable and the annual fee is not refundable except as provided herein. 5.2 Payments to be made under this Agreement will provide for, and be in consideration of, only Services specifically included under the Proposed Souion. At other SeMces, including but not limited to the followng, shall be separately billed or surcharged on a time and materials basis, (a) emergency Services performed at Customers request, if Inspection does not reveal any deficiency covered by this Agreement; (h) Services performed other than during SIEMENS ' normal working hours; and (c) Service performed on equipment not covered by this Agreement. 5 -3 SIEMENS shall invoice Customer as provided in this Agreement, or if not expressly provided, then on an annual basis prior to the Start Date and annually thereafter on the anniversary of such Start Dale. 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 remedies available to it hereunder or at law, Including without limitation, acceleration of payments and suspension or termination of Services at any time and without notice, and shall be entitled to compensation for Services previously performed and costs reasonably Incurred in connection with the suspension or termination. In the event that any payment due hereunder is not paid when due, Customer agreest to pay, upon demand, as a late charge, one and one -half percent (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 Technologies Division amount under this Agreement. Customer shall reimburse SIEMENS costs and expenses (including reasonable attorneys' and witnesses' fees) incurred for collection under this Agreement. If Customer disputes any portion or all of an Invoice, it shall notify SIEMENS in writing of the amount In dispute and the reason for Its disagreement within 21 days of receipt of the invoice. The undisputed portion shall be paid when due, and interest on any unpaid portion shall accrue as aforesaid, from the date due until paid, to the extent that such amounts are finally determinable be payable to SIEMENS, 5.4 Except to the extent expressly agreed In this Agreement, SIEMENS' fees do not Include any taxes, excises, fees, duties, permits or other government charges related to the Services. Customer shall pay such amounts or reimburse SIEMENS for any amounts It pays. If Customer claims a tax exemption or direct payment permit, it shall provide SIEMENS with a valid exemption certificate or permit and indemnify, defend and hold SIEMENS harmless from any taxes, costs and penalties arising out of same. 5.5 Unless agreed otherwise, the pricing for each year after the Initial Term of the Agreement and each year of each renewal of the Agreement shall be determined as the immediate prior year price plus a price escalator based upon the U.S. Department of Labor, Bureau of Labor Statistics Urban Consumer Price Index-All Urban Consumers U.S. All items, 1911984=100 ( "CPI -U "). In addition, each renewal term pricing shall be adjusted for any additions or deletions to Services selected for the renewal term. The price escalator shall be the latest semi - annual Coll identified above published prior to each annual anniversary. This escalator shall be applicable to each annual term, whether a renewal term or an annual term after the first year of the Initial Term. Article 6. Changes; Delays; Excused Performance 6.1 As the Services are performed, conditions may change or circumstances outside SIEMENS' reasonable control (such as changes of law) may develop which require SIEMENS to expend additional casts, effort or time to complete the Services, in which case SIEMENS shall 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 shall be compensated for Services performed and for costs reasonable incurred in connection with the suspension ortermination. 6.2 SIEMENS shall not he 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 employees, agents or contractors, Acts of Gad, war, civil commotion, acts or omissions of government authorities, fire, theft, corrosion, flood, water damage, lightning, freeze -ups, 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 excused from performance of the Services and the time for performance shall 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. Article 7. Warranties; Disclaimers; Limitation of Liability 7.1 Labor in performing the Services is warranted to be free from defects in workmanship for 90 days after the Services 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 terms of this warranty. In the event that any such re-performance fails to cure such defects, then Customer's exclusive remedy against SIEMENS for damages from any cause whatsoever, whether in contract or tort, shall not exceed an amount equal to the limitation set forth in Section 7.5 herein. 7.2 THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY, OR WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST PATENT INFRINGEMENTS OR DEFECTS, WHETHER HIDDEN OR APPARENT, AND EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO COMPLIANCE OF THE COVERED EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, REGULATION, SPECIFICATION OR CONTRACT RELATIVE THERETO, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. 7.3 Customer hereby, for it and any parties claiming under it, releases and discharges SIEMENS from any liability arising out of all hazards covered by Customers insurance, and all claims against SIEMENS arising out of such hazards, including any right of subrogation by Customers 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 ENERGY MARKET IS VOLATILE AND SUBJECT TO FREQUENT PRICE Service Only 2009 Siemens Industry, Inc. 9/5/2013 Page 10 AND REGULATORY CHANGES. THEREFORE, CUSTOMER FURTHER ACKNOWLEDGES THAT SIEMENS DOES NOT CONTROL FUTURE MARKET CONDITIONS ORTHE ENERGY MARKET'S REGULATORY CLIMATE, NOTHING HEREIN SHALL BE CONSTRUED BY THE CUSTOMER AS A PREDICTION OF FUTURE ENERGY MARKET CONDITIONS OR ENERGY PRICES. ACCORDINGLY, SIEMENS DOES NOTPROVIDE CUSTOMER A GUARANTYOR WARRANTY OF THE RESULTS OF SIEMENS' RECOMMENDATIONS. CUSTOMER MAKESANY AND ALL ENERGY PROCUREMENT AND RELATED DECISIONS, CUSTOMER ACKNOWLEDGES THAT ALL ENERGY PROCUREMENT AND RELATED DECISIONS ARE MADE AT THE CUSTOMER'S SOLE RISK, 7.5 WITH RESPECT TO ANY LIABILITY (WARRANTY OR OTHERWISE) THAT SIEMENS MAY HAVE UNDER THE AGREEMENT, IN NO EVENT SHALL SIEMENS BE LIABLE (INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS AND /OR LOST BUSINESS OPPORTUNITIES) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES WHETHER ARISING IN WARRANTY, TORT, CONTRACT STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, WHETHER, FOR WARRANTY, LATE OR NONDELIVERY OF ANY SERVICES, AND WHETHER SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES', and, in any event, SIEMENS' aggregate liability for any and all claims, losses or expenses (Including attorneys fees) arising out of this Agreement, or out of any Services furnished under this Agreement, whether based in contract, negligence, strict liability, agency, warranty, trespass, indemnity or any other theory of liability, shall be limited, as liquidated damages, to the greater of $1,000 or 10% of the total compensation received by SIEMENS from Customer under this Agreement. SIEMENS reserves the right to control the defense and settlement of any claim for which SIEMENS has an obligation under the warranty hereunder. The parties acknowledge that the price which SIEMENS has agreed to perform Its Services and obligations under this Agreement Is calculated based upon the foregoing limitations of liability, and that SIEMENS has expressly relied on, and would not have entered into this Agreement but for such limitations of liability. 7.6 It is understood and agreed by and between the parties that SIEMENS is not an insurer and this Agreement Is not Intended to be an insurance policy or a substitute for an insurance policy. Insurance, If any, shall be obtained by Customer Fees are based solely upon the value of the Services, and are unrelated to the value of Customers property or the property of others on Customer's prcmises. Amidsi (.imitations of Maintenance orServlce Obligations 8.1 SIEMENS wit not be responsible for the maintenance, repair or replacement of, or Services necessitated by reason of (a) nonmeiremabke, nonreplaceable or obsolete parts of the Equipment, including but net limited to ducN✓ohk, shell and tubes, heat exchangers, coils, unit cabinets, casings, refractory materiel, electrical wiring, water and pneumatic piping, structural supports, coding tower fill, data and basins, etc, unless otherwise specifically staled herein; or (b) negligence, abuse, misuse, improper or inadequate repairs or modifications, improper operation, lack of operator maintenance or cull, failure to comply with manufacturers operating and environmental requirements, Ads of God, or other reasons beyond its control. SI EMENS assumes no responsibility for any service performed on any Covered Equipment other than by SIEMENS or its agents. 8.2 SIEMENS shell not be responsible for loss, delay, Injury or damage that maybe caused by dreurmstances beyond its control, Including but not restricted to acts or emissions by Customer or its employees or agents Ads of God, war, civil commotion, acts of government, fre, theft, corrosion, flood, water damage, lightning, freeze -ups, computer Al program or system hackers, strikes, lockouts, differences with worlanen, dots, anylosions, quarantine restrictions, delays in transportation, or shortage of whose, fuel, labor or materials, 8.3 SIEMENS is nor responsible for repairs, replacements or services to Equipment due to corrosion, emslon, Improper or inadequate water treatment by others, elecki or chemical action, a reasons beyond its reasonable control. 8A SIEMENS shall net be responsible forthe removal orrelnstallation of replacement valves, dampers, waterfow and temper switches, airflow stations, and any other perrmare rty mounted Irkegral pipe or air duct component. Addltionaly, SIEMENS shot net be responsible for any venting or draining of systems. 0.5 WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP CUSTOMER TO ATTAIN REBATES ANDS R INCENTIVES FROM AVAILABLE SOURCES OR ENERGY/FUEL COST REDUCTION, CUSTOMER ACKNOWLEDGES THAT ANY REBATE /INCENTIVE OR ENERGY/ FUEL COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER IS GRANTED BY A THIRD PARTY OUTSIDE THE CONTROL OF SIEMENS, CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILL EITHER ASSIST CUSTOMER OR ENDEAVOR ITSELF TO OBTAIN ANY AND ALL REBATES /INCENTIVES OR ENERGY/ FUEL COST REDUCTION AVAILABLE, SIEMENS DOES NOT GUARANTEE THAT IT WILL OBTAIN OR APPLY FOR ALL REBATES4NCENTIVES OR ENERGY/ FUEL COST Siemens Industry, Inc., Building Technologies Division REDUCTIONS THAT MAY BE AVAILABLE TO CUSTOMER. FURTHER, CUSTOMER HEREBY RELEASES SIEMENS FROM ANY AND ALL LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM SIEMENS' FAILURE TO OBTAIN OR APPLY FOR ANY REBATE/ INCENTIVE OR ENERGY/ FUEL COST REDUCTION THAT COULD IN ANY WAY BE OBTAINED BY CUSTOMER. Article 9: Hazardous Materials Provisions 9.1 The Services does not Include directly or indirectly performing or arranging for the detection, monitoring, handling, storage, removal, transportation, disposal or treatment of Oil or Hazardous Materials, Except as disclosed pursuant to this Article, Customer represents that, to Its best knowledge, there is no asbestos or any other hazardous or toxic materials, as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the regulations promulgated thereunder, and other applicable federal, state or local law ( 'Hazardous Minarials"), present at Customer's Sites where the Services are performed, SIEMENS will notify Customer Immediately if it discovers or suspects the presence of any Hazardous Material. All Services have been priced and agreed to by SIEMENS in reliance on Customer's representations as sat forth in this Article. The presence of Hazardous Materials constitutes a change In this Agreement whose terms must be agreed upon by SIEMENS before its obligations hereunder shall continue, 9.2 Customer is solely responsible for testing, abating, encapsulating, removing, remedying or neutralizing such Hazardous Materials, and for the costs thereof. Customer Is responsible for the proper disposal of all Hazardous Materials and Oil that at any time are present at the Services site In accordance with all applicable federal, state, and local laws, regulations, and ordinances, Even if change order has been entered into pursuant to this Article, SIEMENS shall have the right to stop the Services until the site is free from Hazardous Materials. In such event, SIEMENS shall receive an equitable extension of time to complete the Services, and compensation for delays caused by Hazardous Materiels remedietion In no event shall SIEMENS be required or construed to take title, ownership or responsibility for such Oil or Hazardous Materials. Customer shall sign any required waste manifests In conformance with all government regulations, listing Customer as the generator of the waste. 9.3 Customer warrants that, prior to the execution of this Agreement, it shall notify SIEMENS In writing of any and all Hazardous Materials which to Customer's best knowledge are present, potentially present or likely to become present at the Services site and shall provide a copy of any site safety policies, Including but not limited to Icck-oul and tag procedures, chemical hygiene plan, MSDSs or other items required to be disclosed or maintained by federal, state, or local laws, regulations or ordinances. 9.4 Customer shall indemnify, defend and hold SIEMENS harmless from and against any damages, losses, costs, liabilities or expenses (Including attorneys' fees) arising out of any Oil or Hazardous Materials or from Customer's breach of, or failure to perform its obligations under this Article. Article 18: import /Export Indemnity 10.1 Customer acknowledges that SIEMENS is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the Covered Equipment or Services provided under the Contract, inclutling any export license requirements. Customer agrees that such Covered Equipment or Set v Ices shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result In non - compliance with such applicable expel laws and regulations. It shall be a condition of the continuing performance by SIEMENS of Its obligations hereunder that compliance with such export laws and regulations be maintained at all times. CUSTOMER AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON - COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. Article N: Small Business Concern 11.1 SIEMENS shell adhere to FAR 52.2138 regarding the "Utlllzation of Small Business Concerns ", as part of its Commercial Small Business Subcontracting Agreement with the federal government, SIEMENS' policy Is to offer small business concerns, including small disadvantaged businesses, women owned small- businesses, HUBZone small businesses, veteran awned small businesses and service disabled veteran owned small businesses, the "maximum practical opportunity' to participate in performing contracts let by any commercial entity, local government or federal agency, Including subcontracts for subsystems, assemblies, components, and related services for major systems. Service Only 2009 Siemens Industry, Inc. 9/5/2013 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 June 1, 2013 through December 31, 2013 Please note: Rates shown are for the period referenced above and are subject to change. We are responding to a request for service at your facility. It Is possible the service you are requesting Is considered billable according to the terms of your Advantage Services 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 service. For your convenience, we are providing a copy of our most recent published service rates, As an ASA customer, you will be entitled to your contracted discount for all labor in the event this service call Is billable. Please be advised that Portal to Portal labor charges may apply. Service ASA ASA ASA Non -ASA Customer Customer Customer customer Standard Time Over Time Double Time Standard Time Fire 2 H Min 2 H Min 2 H Min 4 H Min On -Site Service Call $146.00/hr $190.00 /hr $233.00/hr $190.00 /hr Fee: On Site Trip $701 Trip $701 Trip $70 / Trip $95.001 Trip Overtime rates in the table apply for calls Monday through Friday 4:30 p.m. - 8,00 am excluding Holidays. Double time 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 travel to the customer site will incur a two-hour minimum labor charge and $50.00 vehicle hip charge. Material Rates: Customers with an active Service Agreement will benefit from a discount percentage off the standard pricing for Siemens Industry, Inc. products. Customers without a Service Agreement will pay standard pricing for Siemens Industry, Inc. products. Siemens Industry, Inc. 9/5/2013 Page 12 EXHIBIT B 10 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/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 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 0110 112 01 4 & are 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 Standard Time Over Time Double Time Standard Time Over Time Double Time On -Line Support: 1 H Min 1 H Min 1 H Min 2 H Min 2 H Min 2 H Min Modem or Phone $158, 00 /hr $205, 00 1hr $253.00/hr $204.00 /hr $306.00 /hr $408.00/hr Automation 2 H Min 2 H Min 2 H Min 4 H Min 4 H Min 4 H Min On -Site Service Call $158.00/hr $205.00 /hr $253.00/hr $204.00 /hr $306.00/hr $408,00 /hr Mechanical 2 H Min 2 H Min 2 H Min 4 H Min 4 H Min 4 H Min On -Site Service Call $144.00 /hr I $187.00 /hr $230.00 /hr $18800/hr $28200/hr $376.00/hr 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 $154.00 /hr $189.00 /hr $152.00 /hr $228.00 /hr $304,00 1hr Electrical Services 2 Hr Min 2 Hr Min 2 Hr Min 4 Hr Min 4 Hr Min 4 Hr Min On -Site Service Call $188.00/hr $244.00 /hr $300.00 /hr $244.00 /hr $366.00 /hr $488.00lhr Fire 2 H Min 2 H Min 2 H Min 4 H Min 4 H Min 4 H Min On -Site Service Call $150.00 /hr $195.00/hr $240.00 /hr $196.00 /hr $291 $392.00 /hr Security 2 H Min 2 H Min 2 H Min 4 H Min 4 H Min 4 H Min On -Site Service Call $143.00 /hr $186.00 /hr $229,00 /hr $186.00/hr $279.00/hr $372.00/hr Project Manager] Service Account Engineer 2 H Min 2 H Min 2 H Min 4 H Min 4 H Min 4 H Min On -Site Service Call $214.00 /hr $214, 00 /hr $214.00 /hr $278, 00 /hr $278.00/hr $278.00 /hr Fee: On Site Trip $70.001 Trip $70.00 / Trip $70,00 / Trip $95.00 / Trip $95.00 / Trip $9500 / Trip Overtime rates in the table apply for calls on Saturdays as well as Monday through Friday 4:00 p.m. - 7,00 am, excluding Holidays. Double time applies for Sundays and Holidays and it may apply on weekdays as well. (Required by Siemens): Siemens Notification #: Description of work, Customer Site Name: Customer Site Address: (Required by Customer): Bill to Company Name & Address: Sold to Company Name & Address: Accounts Payable Name & Address: (Required by Customer): Customer PO # (Please include faxed or e -mail Copy): Authorized Buyer: Signature Print Name Data By signing this document, you are agreeing to payment in full upon receipt of Invoice. Quick Quote Price Not to Exceed (By Siemens Only): $ Siemens Representative: Signature Print Name Date Siemens Industry, Inc. Building Technologies Division will dispatch upon receipt of authorization. (Return Fax # 714 - 761 -0274) All invoices shall be due and payable by customer upon receipt Furth or, seller reserves the right to invoice customer monthly as the work progresses, for all materials delivered to the job site or to an off site facility and for all work performed on -site and off- site. If the customer becomes overdue in any progress payment, seller shall be enWlad 0 stop work, shall be endtad to Interest at the lesser of an annual rate of 18% or the maximum interest permitted by applicable law, and also to avall Itself of any other legal and equitable remedies. Seller shall also be entitled to such interest on all amounts retained by customer from progress payments or otherwise, Customer agrees that he will pay and I or reimburse seller far any and all reasonable attorneys' fees, which are incurred by seller In the collection of amounts due and payable hereunder. Prices are subject to correction for error. Siemens Industry, Inc. Building Technologies Division 10775 Business Center Drive Cypress, CA 90630 -5221 Tel: (714) 816 -1444 Fax: (714) 761-0274 EXHIBIT C 11 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: 2600025786/Orange 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 714 454 -5633 if you have any questions or concerns. Aewuse Read Sr. Service Sales, Pb e Life Safety SIPNIENS (714) 454 -5633 mobile (714)252 -1346 direct ACKNOWLEDGEMENT - please fax to Denise Read Fax 714 826 -3945 Customer Representative Accepted By: Name: Title: Date: 10775 Business Center Drive (714) 761 -2200 Office Cypress, CA 90630 (714) 76t -3324 Fax '.A01�ORL7°D CERTIFICATE OF LIABILITY INSURANCE DATE (Mm/DDrrrvr) 0812712013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTBND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the Certificate holder in lieu of such endorsement(e), PRODUCER MARSH USA, INC. 445 SOUTH STREET CONTACT NAME PHONE PAX C No MORRISTOWN. W 07560.6454 -M AIL INSURER (S) AFFORDING COVERAGE NAIL EACH OCCURRENCE 100129- $- 7BA -SBT1 -13114 610 Guano INSURER A:HDI- Goding America Insurance Company 41343 INSURED SIEMENS INDUSTRY, INC. INCLUDING BUILDING TECHNOLOGIES DIVISION INSURER B; Twelve Property Casualty Co. ofAmeflca 25674 INSURER C; The Chiller Oak Flre Insurance Company 25616 1000 DEERFIELD PARKWAY BUFFALO GROVE, IL 600654513 INSURER 0 $ 10,000,000 GENT AGGREGATE X POLICY LIMIT APPLIES PER: PEoo� F7 LOO PRODUCTS - COMP /OP AGO INSURE E; INSURER F : B AUTOMOBILE R R X COVERAGES CERTIFICATE NUMBER: NYC006042884.42 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR TYPE OF INSURANCE ADDL SU R POLICY NUMBER POLICY EFF POLICY EXP I D LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR Manashl Mukherlee GLD1110105 10/0112013 10/01/2014 EACH OCCURRENCE $ 11900,900 PREMSES E o urr c It 1,000.000 MED EXP(Any one Damon) $ 100-000 PERSONAL &ACV INJURY $ 1,000,000 GENERAL AGGREGATE $ 10,000,000 GENT AGGREGATE X POLICY LIMIT APPLIES PER: PEoo� F7 LOO PRODUCTS - COMP /OP AGO $ INCL $ B AUTOMOBILE R R X LIABILITY ANYAUTO ALLM NED AUTOSULED HIRED AUTOS X AUTO$WNED 7C2JCAP7440L34M3 10/01013 1019112014 COMBINED SINGLE LIMIT G eddent 2,000,000 BODILY INJURY(Parpemon) $ NIA BODILY INJURY (Par acddent) $ NIA PROPECRtl R MACE _ $ NIA UMBRELLA LIAR EXCESS LIAe OCCUR CLAIMS -MADE EACH OCCURRENCE $ _ AGGREGATE $ DEC I I RETENTION$ if C B B 'NORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEMEXECUTIVE YIN OFPICERIMEMBER EXCLUDEW (Mandatory In NH) It vas, doctrine under DESCRIPTION OF OPERATIONS below N/A B7 L ] (ADS) TRJUB7440L28313(AZ, MA, OR WI) TWXJUB7440L33813 (OH &WA) " "$600K LIMIT / $500K SIR 10/0112013 1910 112013 10101/2013 0/91729 4 1010112014 10/0112014 WC BTATU- OTH- E.L. EACH ACCIDENT 1,090,900 $ E.L. DISEASE - EA EMP[-OYEP 1,000,090 E.L. DISEASE - POLICY LIMIT 1 $ DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) RE: 401330, MAINTIREP ALARM SYSTEM -P.D. FACILITY 2600023866 ALLOPERATIONS SEEATTACHED APPROVED AS TO k'C7aCA �, &11fa $ lice CERTIFICATE HOLDER .Aassistatu, ItAty Attorney CANCELLATION CITY OF SANTA ANA ATTN: CLERK OF THE CITY COUNCIL SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA (M -30) ACCORDANCE WITH THE POLICY PROVISIONS. P.O, BOX 1588 SANTA ANA, CA 92702-1988 AUTHORIZED REPRESENTATIVE of March USA Inc. Manashl Mukherlee ACORD 25 (2010105) ©1988.2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 100129 LOG #: Morristown ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA, INC, SIEMENS INDUSTRY, INC. INCLUDING BUILDING TECHNOLOGIES DIVISION 1900 DEERFIELD PARKWAY POLICY NUMBER BUFFALO GROVE, IL 000894513 CARRIER NAIC CODE EFFECTIVE GATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance RE', 401330; MAINTIREP ALARM SYSTEM - DID FACILITY 2800023858 ALLOPERATIONS THE CITY OF SANTA ANA- 20 CIVIC CENTER PLAZA, SANTA ANA, CALIFORNIA 92101; ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS AND REPRESENTATIVES ARE INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND AUTOMOBILE LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARYAND NONCONTRIBUTORY INSURANCE TO THE EXTENT THATA CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY, INC. OR ITS SUBCONTRACTORS WITH RESPECT TO ALL OPERATIONS ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD MANUSCRIPT ENDORSEMENT# 34 Policy Nurillper Namedinsured eILDI 110i-05 SIEMENS CORPORATION 1i-13 Time of Endorsement " 10-01-14 1 C�01-12 1Z.G1 a.m. Standard Time at Address of the Insured.. 7-hisStidorsehh-M! Changes 7he Policy, Pleate Read It Citeriffly- V31FANAACAW& 104121 This endorsement modifies inswance.pro\0ed under .the following : Commercial General Liability ,c average Form Who is an:insured'Isamended to include asan insured any person whom. you are required to. add as, al)adtiltioneI insured on thigipolloy undea written Agre"ont, The insurance. coverage - ' d I . to sudh additional insure applies only to the 600rit 4quir6d Within the wittenagreemerit. The Insurance ooverdge. Provided to the additional insured personshall not provide any bcoaderuvorage than you are,requIred tb.provide t0ho, additional insured person In the vAtten ayeonont and shell not provide IImJts of insurshoethot exo6edtheloWol, Ofthe Limits ofinsuranceprovided to you In this policy, or the llmltq of insurante.you am required to provide in the written agreement, 8. on is primary and ftar-contrlbu .and weMll not shareWtK that , This endorsement shall prevail over additional insured endorsements that: may apply under this policy unless re Ored otherwise In the..written agreement All terms and conditions of the polloy remain unchanged. THIS ENDORSEMENT MUST RE ATTACHED To A CHANGE ENbORSEM.ENT.WH EN ISSUED AFTER, THE POLICY IS WRITTEN. fte 1 of I COTC PROCESSING FORM Agreements / Amendments / Deeds TO: CLERK OF THE COUNCIL OFFICE FROM: DEPT.: Santa Ana Police Department nF'(' 22 I'M 5X13 OF SANITA I`,NA Rh OF C';c)UNM! MAIL STOP: M-97 PROJECT MANAGER: W-Rebert-C- arreli- (f rn d A. . son j'a f V EXT 8135 AGREEMENT NUMBER (if amendment): A / N A- 2013 -183 / ` t AMENDMENT NUMBER (if applicable): ❑ 2ND F] 3RD ❑ NAME OF CONSULTANT/ PARTX-' Siemens Industry, Inic AMOUNT: ❑ * OVER $25,000 - (A) UP TO $25,000 - (N) Note: If your agreement with a vendor exceeds $25,000 within a Fiscal Year, then you will need to obtain Council Approval. ❑ 1) NOT approved by council. ❑ 2) Approved by council. COUNCIL APPROVAL DATE: ITEM #: TERM OF AGREEMENT- EFFECTIVE DATE: 11 -11 -13 /'r- - TERMINATION DATE. 5 -31 -15 / SIGNATURES REQUIRED: ❑ VENDOR ❑ AGENCY ❑ CITY ATTORNEY ❑ OTHER (INSURANCE APPROVAL REQUIRED BY CAO PRIOR TO SUBMITTING TO COTC) INSURANCE REQUIRED: © YES ❑ NO (Provide City Attorney Office approval) AUTO CGL (Commercial General Liability) ❑ PROFESSIONAL LIABILITY ❑ WORKERS COMPENSATION COMMENTS: Insurance Renal ONLY. Xevvalkovers both Agreements listed above. FOR CLERK OFFICE USE ONLY: ❑ PROCESS ❑ DO NOT PROCESS -Tt c ""0 ❑ Needs Council Approval« cIj ❑ Missing Signatures > r a ❑ Other ADDITIONAL REMARKS: ........ ....... ...__.__.____. * Charter amendment effective December 21, 2006 for City Manager contract authority increase; NS -2717 1:1Agreennents\Fornn - AGREEMENT PROCESSING FORM--canary doc Revised: 1 /17/2012 CERTIFICATE OF LIABILITY INSURANCE OATE 09129//2014 2014 YVY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER MARSH USA, INC, 445 SOUTH CONTACT NAME: PHONE Ext u A/C No : EMAIL ADDRESS: MORRISTOWN, NJ 079606454 INSURERS AFFORDING COVERAGE NAIL k GLD1110106 INSURER A:HDI- Gerling America Insurance Company 41343 100129- 6- 7BA -SBT1 -14/15 610 Watson NOC60 INSURED SIEMENS INDUSTRY, INC. INCLUDING BUILDING TECHNOLOGIES DIVISION INSURER B : The Travelers Indemnity Company 25658 INSURER C: The Charter Oak Fire Insurance Company 25615 INSURER D: Travelers Property Casualty CD, of America 25674 1000 DEERFIELD PARKWAY BUFFALO GROVE, IL 60089 -4513 DAMAGE TO RENTED PREMISES Be occurrence $ 1,000,000 BED ENE (Any one person) INSURER E: PERSONAL &ADV INJURY INSURER F: COVERAGES CERTIFICATE NUMBER: NYC - 006326033 -10 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF ADDLSUSR POLICY NUMBER POLICY SEE MMIDOIVYVV POLICY EXP (Ni LIMITS A GENERAL LIABILITY GLD1110106 10/01/2014 10/01/2015 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [fl OCCUR DAMAGE TO RENTED PREMISES Be occurrence $ 1,000,000 BED ENE (Any one person) $ 100,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 10,000,000 GENL AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGO $ INCL $ X POLICY PRO LOC D AUTOMOBILE LIABILITY TC2JCAP7440L34A14 10/01/2014 10101/2015 COMBINED SINGLE LIMIT Ea accident $ 2,000,000 BODILY INJURY (Per person) $ N/A X ANY AUTO X ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ N/A X HIRED AUTOS NON-OWNED AUTOS PROPERTY Prr accident) $ N/A $ A X UMBRELLA LIAR X OCCUR CUD11102D6 10/01/2014 10/01/2015 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ C B D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE YIN (Mandatory in N (Mentlatory in NH) NIA TG20UB7440L27114 (ADS) TRKUB7440L28314 (AZ, MA, QR &Wp TWXJUB7440L33814&WA (OH I 10/01/2014 13/61/2314 10/01/2014 115 ON1I20 10/31/2315 10/01/2015 X WC STATU - OTH- E.L. EACH ACCIDENT 1,330,630 $ E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DE SCRIPTION OF OPERATIONS below " "'$500K LIMIT / $500K SIR " "' E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) RE, JOB NO. N/A SEE ATTACHED CERTIFICATE HOLDER CANCELLATION CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN: PURCHASING DEPT. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA, CA 92701 -4010 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee cch,c+. -ea- © 1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 100129 LOC #: Morristown ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA, INC. SIEMENS INDUSTRY, INC. INCLUDING BUILDING TECHNOLOGIES DIVISION 1000 DEERFIELD PARKWAY POLICY NUMBER BUFFALO GROVE, IL 600694513 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance RE: JOB NO. N/A THE CITY OF SANTA ANA, ITS OFFICERS, EM PLOYEES, AGENTS, AND REPRESENTATIVES ARE INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND L AUTOMOBILE LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THE ADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NON- CONTRIBUTORY INSURANCE TO THE EXTENT THAT A CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY, INC. OR ITS SUBCONTRACTORS WITH RESPECT TO ALL OPERATIONS OF THE INSURED BUT ONLY WITH RESPECT TO ALL WORK PERFORMED BY AND ON BEHALF OF THE NAMED INSURED, SIEMENS INDUSTRY, INC. FOR CERTIFICATE HOLDER UNDER CONTRACT, COMPLETED OPERATIONS COVERAGE IS INCLUDED IN THE GENERAL LIABILITY POLICY. IF THESE POLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NON- PAYMENT OF PREMIUM, THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT, WHICHEVER IS LESS, ACORD 101 12008/011 Cc1 200R ACORD CORPORATION_ All rinhtc The ACORD name and logo are registered marks of ACORD HDI- GERLING AMERICA INSURANCE COMPANY MANUSCRIPT ENDORSEMENT #34 Policy Number ' Named Insured GLD 14101 -06 SIEMENS "CCRPCRATI CN Policy Period: Incepti on (M -D -Y) Expiration (M-0•Y) Effective Date and Time of Endorsement 10-01 -2014 10 -01 -2015 10 -01- 2014 12 :01 a.m. Standard Time at Address of the Insured. This Endorsement Changes The Policy. Pleas a Read lt Carefully. - BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided Lin derthe following' Who is an insured is amenc Insured on this policy under only to the extent required in Commercial General Liability Coverage Form Du you Th1s endorsement shall prevail aver a did itlon@I insured endorsernents that may apply underthis policy unless required otherwise in the written agreement Authonied Representative All terms and conditions of the policy remain unchanged. THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS W RITTE N. Page, i;of t