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HomeMy WebLinkAboutSIEMENS INDUSTRY, INC. 13 - 2015A -2015 -078 Q4CONSULTANT AGREEMENT w THIS AGREEMENT is made and entered into this 5t" day of May, 2015 by and between Siemens } Industry, Inc. ( "Consultant "), and the City of Santa Ana, a charter city and municipal corporation k� organized and existing under the Constitution and laws of the State of California ( "City "), u j e3 1 RECITALS o � A. The City desires to retain a consultant having special skill and knowledge in the field of HVAC 5 Q and lighting controls technical support and maintenance and related matters. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. to undertaking the performance of this Agreement, Consu!tant represents that it is knowledgeable in its field and that any services performed by Consultant 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: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges Identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $218,942.00 during the term of this Agreement. This amount includes a contingency of up to $25,000 for each year of the Agreement for related HVAC repairs as may be performed by Consultant at the sole discretion of City. b. Payment by City shall be made within forty -five (45) 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 This Agreement shall commence on the date first written above and terminate on April 30, 2018, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for two (2) additional one -year terms upon a writing executed by the City Manager and the City Attorney, at a cost to be mutually agreed upon by the parties. 4. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. OWNERSHIP OF MATERIALS This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant 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 Consultant'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, with $2,000,000 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 non - contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Consultant shall supply City with a fully executed additional insured endorsement upon execution of this Agreement. 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 California state law, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) Insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (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. If Consultant 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 terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of Insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant 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 Consultant 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. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. B. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. g. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant 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. 12. 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 fax 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 Fax 714 - 647 -6956 With courtesy copies to: Francisco Guttierez Executive Director City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647.6515 To Consultant: Siemens Industry, Inc. 10775 Business Center Drive Cypress, CA 90630 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 fax, 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. 11 EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 Consultant. 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 Consultant or 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. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. - -- 15, TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and In such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. 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. 18. PROFESSIONAL LICENSES Consultant 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, Consultant 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. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below 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. -- signature page follows -- IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ��MA IA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 4 ad�� Joh . Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez Executive Director Finance and Management CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT Siemens Industry, Inc. Daniel H. Holmes Area Sales Manager EXHIBIT A SCOPE OF SERVICES s � 4 j .q MOMM Advantaqe Services Advantage Services Agreement for City of Santa Ana March 24, 2015 Siemens Industry, Inc. 3/24/2015 Page 1 Advantage Services Table of Contents Advantage Services 1 Overview 1.1 Executive Summary 1,2 Customer Objectives 1,3 Siemens Capabilities & Commitment to Our Customers 2 Service Solution 2.1 HVAC CONTROL SERVICES — Automation 21.1 Customer Support Services 21.2 rechnical Support Services 21.3 System Performance Updates & Upgrades 2.2 HVAC CONTROL SERVICES — Pneumatic 2.2.1 Technical Support Services 3 Service Implementation Plan 31 HVAC Control Services— Automation And Pneumatic On -site Response Time and Call Windows 3.2 Minimum Scheduled Visits 33 Maintained Equipment Table 3.4 Service Team 4 Siemens industry, Inc. 4.1 Signature Page and Investment By and Between: 42 Terms And Conditions Appendix A- Disr:ounted Labor & Material Pricing Siemens Industry, Inc. 3/24/2015 Page 2 1 t 3 3 3 4 4 4 5 5 6 6 7 7 7 B 10 11 11 12 11 Advantage Services 1 Overview 1,1 Executive Summary The City of Santa Ana has made a significant investment in its 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 the City of Santa Ana's unique facility, and the services provided herein will help you in achieving your facility goals. 1,2 Customer Objectives City of Santa Ana is responsible for delivering a comfortable and consistent environment to its facilities at minimal costs. The city plans to achieve this by keeping its system running efficiently and extend the life of its equipment through a preventive maintenance agreement. 1.3 Siemens Capabilities & Cornmitment 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, Siemens Industry, Inc. 3/24/2015 Page 3 Advantaqe Services 2 Service Solution 21 HVAC CONTROL SERVICES -- Automation 21.1 Custorner Support Services Emergency Online /Phone Response. Monday through Sunday, 24 Hours per Day System and software troubleshooting and diagnostics will be provided remotely to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will provide up to 8 hours per year of onlinelphone support after that calls will be billable. Siemens will respond within 2 hours, Monday through Sunday, 24 hours per day, including Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. Siemens will furnish and install the necessary online service technology to enable us to remotely dial into your system, through a dedicated telephone line that will be provided by the facility. Where remote access Is not available to the system, Siemens will provide phone support to your staff to assist in their onsite troubleshooting and diagnosis If remote diagnostics determine a site visit Is required to resolve the problem, a technician can be dispatched. 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 up to 16 hours per year of onsite after that onsite assistance will be billable. 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 for 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 impactto the overall operation of the facility. Non - emergency conditions, as determined byyeur staff and Siemens, may be incorporated into the next scheduled service call. Technology Audit To ensure that your HVAC Control System meets your changing needs, Siemens will review your system, evaluating the current use of your HVAC Control System and what may have been changed or been modified in your daily facility operation that impacts the effectiveness of the system. Siemens will review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance your current system, and consider what changes, enhancements and /or upgrades should be made to facilitate your future plans. In addition, recommendations maybe made about adding and/or modifying applications, sensors, points, panels and /or software where needed to improve building operation and performance. Once thie review is completed, a written report of the findings and recommendations will be submitted during a scheduled meeting. Siemens Industry, Inc. 3124/2015 Page 4 Advantaqe Services 2.1 2 Technical Support SCFVICeS Preventive Maintenance We will provide preventive maintenance in accordance with a program of routines as determined by our experience, equipment application and location. The list of field panels and /or devices, included under this service, is identified in the List of Maintained Equipment in this service agreement. Automation controls can drift out of calibration with changes in HVAC component performance characteristics, building use, and climatic conditions. This service will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Data Protection & Data Recovery Services Siemens will perform scheduled database back -ups of your workstation database & graphics and / or field panel databases and provide safe storage of this critical business information. Should a catastrophic event occur, we will respond onsite or online to reload the databases and system files from our stored backup copy, to restore your operation as soon as possible. The equipment to be included as part of this service, is itemized in the List of Maintained Equipment in this service agreement. Software Maintenance Siemens will address any programming errors, failed points, points in alarm, unresolved points- or points in operator priority, both at the front end workstation and at the field panel. We will perform this service using onsite visits and / or remote services. Customer Directed Support With Customer Directed Support, Siemens will provide a trained and experienced automation specialist who will work under your direction for up to 16 hours per year, "fhe intent of this service is to offer you labor assistance in completing a special project, or to meet a facility objective. 2.'1.3 System Performance Updates & Upgrades Firmware Updates We will provide you with firmware and documentation updates to your existing APOGEE field panels upon development. Onsite training will familiarize you with the new features and their associated benefits. These Updates deliver the benefits of Siemens Industry, Inc. commitment to compatibility by design; a commitment unique in our industry. Field panels included under this service are itemized in the List of Maintained Equipment. (Upgrades to Field Panel hardware, processors, memory boards, and related hardware are excluded unless specified elsewhere.) Siemens Industry, Inc. 3/24/2015 Page 5 Advantage Services Software Support and Updates Siemens will provide you with software and documentation updates to your existing Siemens software as they become available (approximately annually). Included is onslte training to familiarize you with the new features and their associated benefits. These updates deliver the benefits of Siemens Industry, Inc, commitment to compatibility by design, a commitment unique In our industry. Workstations covered under this service are Itemized in the Listof Maintained Equipment. (Upgrades to PC's and related workstation hardware are excluded unless specified elsewhere.) 2,2 HVAC CONTROL SERVICES — Pneumatic 2.2,1 Technical Support Services Preventive Maintenance Pneumatic controls can drift out of calibration with changes In mechanical component performance, building use, and climatic conditions. Siemens will provide preventative maintenance in accordance with a program of standard routines that include calibration as determined by our experience, equipment application and location. The equipment included under this service is itemized in the List of Maintained Equipment in this service agreement, Pneumatic Controls Inspection We will inspect the pneumatic controls in your facility, and will document any portions of the system that are not functioning properly. The equipment Included under this service is itemized in the List of Maintained Equipment in this service agreement. A regular and thorough inspection can help in identifying pneumatic control problems, that when corrected, will extend equipment life, reduce energy consumption, and reduce the risk of costly and disruptive breakdowns. Customer Directed Support With Customer Directed Support, Siemens will provide a mechanic or pipefitter who will work under your direction for up to 16 hours per year. The intent of this service is to offer trained and experienced labor assistance in completing a special project, or to meet a facility objective. Specificjob responsibilities, goals, work hours and other associated deliverables of this service are listed in the Appendix section of this service agreement. Siemens Industry, Inc. 3/24/2015 Page 6 Advantaqe Services 3 Service Implementation Plan 31 HVAC: Control Services -- Automation And Pneumatic On -site Response Timer and Call Windows Attribute Feb Emergency Online /Phone Response 2 hours Response time - onsite for critical components 4 hours - labor to appear onsite Is covered within this response time coverage* Response time - onsite for non- emergency 8 hours - labor to appear onsite is covered within this res onse time coverage* Hours of Service 24 x 7 - Response time labor is covered within these hours of service Window for Call I landling 24 x 7 — Availability to take your call *Labor and material costs for troubleshooting problems and repairing or replacing components are handled separately, These costs can be billable, 12 Minimum Scheduled Visits Automation Jan Feb Mar A r Ma Jun Jul Au Se Oct Nov Dec 1 1 1 1 1 1 1 1 1 1 1 1 Mechanical Jan Feb Mar Apr May Jun Jul Au Se Oct Nov Dec 1 r 1 1 1 1 1 Siemens Industry, Inc, 3/24/2015 Page 7 Advantage Services 3.3 Maintained Equipment Table SIEMENS Siemens Building Technologies Service Agreement APOGEE ALN MEC 15 Services (Times per year): Preventative Maintenance (1) - Software Maintenance (1) APOGEE ALN FLN Controller 1 services (Times per year); Preventativie Maintenance (1) APOGEE ALN PXC MODULAR 3 Services (Times per year): Preventative Maintenance (1) - Software Maintenance (1) System Performance Software Support Insight 3.X User 1 Updates and Updates r License Services (Times per year): Software Update (1) System Performance Software Support Insight 3.X 1 Updates and Updates first/single server Services (Times per yeas`). Software Update (1) Control Systems - Data Protection & Insight 3.X B/U 1 Summary Level Data Recovery on -site Services (Times per year): Data Protec tion & Recovery Services (2) System Performance Firmware Updates Firmware Flashes 19 Updates Services (Times per year): Firmware Update (1) Siemens Industry, Inc. 3/24/2015 Page 8 Advantaqe Services APOGEE FLN TEC 168 Services (Times peryear): Preventative Maintenance (1) System Level Quick System Level Valves 25 Estimate Quick Estimate _ Services (Times per year): Inspection (1) - Preventative Maintenance (1) Air Compressors & :Air Compressors & Air comp. 3 HP 2 Dryers. Dryers. Services (Tinges per year): Inspection (2) - Preventative Maintenance Air Compressors & ':Air Compressors & Air Dryer 1 Dryers Dryers Services (Times per year): inspeotion (1) - Preventative Maintenance (1) Air Compressors & 'Air Compressors & Air comp. 2 HP 1 Dryers Dryers Services (Times per year): Inspection (2)- Preventative I'vtaintenance (1) Controllers Controllers Receiver Controller Services (Time per year): Inspection (1) - Preventative Maintenance (1) Controllers Controllers T -stat, Room, 60 Single Pressure Services (Times per year): Inspection (1) - Preventative Maintenance (1) Valves & Actuators Valves & Actuators Pressure 1 Reducing Valve , Services (Times per year): Inspection (1) - Preventative Maintenance (1) Siemens Industry, Inc. 3124/2015 Page 9 Advantaqe Services 3.4 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. Julie Slick - Sales Account Representative manages the overall strategic service plan based upon your current and future service requirements. Taylor Dinh - Service Account Engineer or Team Leader 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. Dave Garza - Primary Service Specialist is responsible for performing the ongoing service of your system focused on the building automation. Ernie Infante - Service Mechanic is responsible for performing the ongoing service of your system focused on the building's mechanical systems. Kurt Feldmann - Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements. Maria Ser-rano - Service Coordinator is responsible for scheduling your planned maintenance visits, and handling your emergency situations by taking the appropriate action. Michael Relnig - Service Administrator is responsible for all service Invoicing including both service agreement and service projects. Siemens Industry, Inc. 3/2412015 Page 10 Advantaqe Services 4 Siemens Industry, Inc, 4.1 Signature Page. and Investment By and Between; Siemens Industry, Inc. City of Santa Ana 10775 Business Center Drive 20 Civic Center Plaza Cypress, CA 90630 Santa Ana, CA 92701 Services shall be provided at 20 Civic Center Plaza, Santa Ana, CA 92701. Siemens Industry, Inc. shall provide the services as outlined in the attached proposal dated 0312 412 01 5 and the attached terms and conditions. Duration: This agreement shall remain in effect for an Initial Term of 3 Years beginning 0 5101 /2 01 5 and from year to year thereafter. Investments; Year 1 0510112015 to 04/30/2016 $46,570 annually paid $46,570 annually in advance Year 2 05/01!2016 to 04/3012017 $47,970 annually paid $47,970 annually in advance Year 3 05/01/2017 to 04/30/2018 $49,400 annually paid $49,400 annually 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, Jahn Aguilar Julie Slick Facilities Maintenance Sales Rep Siemens Industry, Inc. City of Santa Ana Signature Date Signature Date P.O.# ❑ Customer purchase order included as an attachment to this Dan Holmes agreement and will be referenced on invoices, Area Sales Manger Or ❑ Customer purchase order not required. Invoices will be approved and processed with signature of authorized customer representative. Signature Date The Customer acknowledges that when approved by the Customer and accepted by Siemens Industry, Inc.: (1) the Proposal and the Contract Terms and Conditions, (together witl i 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 bet Noun the terms and conditions of the Proposal and the terms and conditions of The Contract Terms and Conditions, the Contract Terms and Conditions shall control. BY EXECUTION HEREOF, THE SONER 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. 3/24/2015 Page 11 Aguilar, John From: Funk, John Sent: Monday, June 01, 2015 2:39 PM To: Aguilar, John Subject: RE: Siemens agreement Hi John — Thanks for your e -mail. If you inquiring about the insurance language that appeared in the agreement itself, yes, I approved that. I have not seen or reviewed the actual certificate of insurance, however. - -John From: Aguilar, John Sent: Monday, June 01, 2015 1:19 PM To: Funk, John Subject: Siemens agreement Afternoon John, Did you happen to review and approve Siemens insurance as it pertained to the HVAC control system contract? Respectfully, Jodtvl..4gi,d1Rr Facilities, Fleet, and Central Stores Manager 20 Civic Center Plaza, M -11 Santa Ana, CA 92701 714 - 647 -5008 Cell 714 - 809 -9645 I green inmatives i.�s lfi3 &=c_ # #ac =E � t'e=eaen.ef Mesa, -a '.f rE r#;.=n�amY 1 Trujillo, Rose Ann From: Aguilar, John Sent: Tuesday, June 16, 2015 1:00 PM To: Trujillo, Rose Ann Cc: Neff, Phil; Reafleng, Sandy Subject: FW: Lighting COI Attachments: City of Santa Ana LA All Ops COI 2015.pdf Hi Rose Ann, I approve the attached Siemens Industry, Inc. insurance cert that identifies the City as additionally insured. In light of all the unforeseen delays, can we commence the contract on July 1, 2015? Thank you, _/ohn.40"Uar Facilities, Fleet, and Central Stores Manager 20 Civic Center Plaza, M -11 Santa Ana, CA 92701 714. 647.5008 Cell 714- 809 -9645 SANTA ANA . nia W t r4e$Hg$a*R 3tra &s'inlmt s¢�xsuxsxknx _- ._._.4fP' IFU From: Slick, Julie [ mailto:julie.slick @siemens.com] Sent: Tuesday, June 16, 2015 12:23 PM To: Aguilar, John; Grover, Akshay Subject: RE: Lighting COI Please see attached Julie Slick Siemens Industry, Inc From: Aguilar, John [ mailto:JAguilarCcbsanta- ana.orq] Sent: Monday, June 15, 2015 4:54 PM To: Grover, Akshay; Slick, Julie Subject: FW: Lighting COI Hi Akshay, Not sure if Julie got the request on a new insurance cert is required to execute the contract. Thanks, Johw,4gktlar Facilities, Fleet, and Central Stores Manager 20 Civic Center Plaza, M -11 Santa Ana, CA 92701 714. 647.5008 Cell 714 - 809.9645 SANTA ANA rase ' g a- svmili�r� tee�c+x Yu Cnaxtx<ri ",recxrve �agnt*ssr ------------- !�ru�v�eecoac €7ar_a�� From: Slick, Julie [ mailto :iulie.slick(casiemens.com] Sent: Monday, June 01, 2015 4:50 PM To: Aguilar, John Subject: Lighting COI Let me know if this doesn't satisfy. I can get another worked up if needed. Julie Slick Siemens Industry, Inc Building Technologies Division 10775 Business Center Drive Cypress, CA 90630 Tel.: +1 (714) 331 -5860 Fax: +1 (855) 802 -8459 Julie.Slick(ar)siemens.com www.siemens.com This message and any attachments are solely for the use of intended recipients. The information contained herein may include trade secrets, protected health or personal information, privileged or otherwise confidential information. Unauthorized review, forwarding, printing, copying, distributing, or using such information is strictly prohibited and may be unlawful. if you are not an intended recipient, you are hereby notified that you received this email in error, and that any review, dissemination, distribution or copying of this email and any attachment is strictly prohibited. If you have received this email in error, please contact the sender and delete the message and any attachment from your system. Thank you for your cooperation This message and any attachments are solely for the use of intended recipients. The information contained herein may include trade secrets, protected health or personal information, privileged or otherwise confidential information. Unauthorized review, forwarding, printing, copying, distributing, or using such information is strictly prohibited and may be unlawful. If you are not an intended recipient, you are hereby notified that you received this email in error, and that any review, dissemination, distribution or copying of this email and any attachment is strictly prohibited, if you have received this email in error, please contact the sender and delete the message and any attachment from your system. Thank you for your cooperation Ac" R" CERTIFICATE OF LIABILITY INSURANCE DATE/2014 M Y) 0912912014 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 STREET CONTACT NAME: FAX PAHCNE Es : WC. No: EMAIL ADDRESS: MORRISTOWN, NJ 07960 -6454 INSURERS AFFORDING COVERAGE NAIL# GLD1110106 INSURERA:HDI- Gerling America Insurance Company 41343 100129- 6- 7BA -SBT1 -14115 610 Watson NOC60 INSURED SIEMENS INDUSTRY, INC INCLUDING BUILDING TECHNOLOGIES S DIVISION INSURER B: The Travelers Indemnlly Company 25658 INSURER C: The Charter Oak Fire Insurance Company 25615 INSURER D: Travelers Property Casually Co, of America 25674 1000 DEERFIELD PARKWAY BUFFALO GROVE, IL 60089 -4513 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 INSURER E, INSURER F: COVERAGES CERTIFICATE NUMBER: NYC - 006326833.10 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 R TYPE OF INSURANCE INSR WVD POLICYNUMBER POLICY I/YYW MMIDDYYXYY LIMITS A GENERAL LIABILITY GLD1110106 10101/2014 1010112015 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 CLAIMS -MADE IX I OCCUR BED END (Any one person) $ 100,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMPIOPAGG $ INCL X POLICY PRO LOG $ D AUTOMOBILE LIABILITY TC2JCAP7440L34A14 10/0112014 1010112015 COMBINED SINGLE LIMIT 2,000,000 BODILY INJURY (P., person) $ NIA X ANY AUTO X ALL OWNED SCHEDULED AUTOS AUTOS BOD ILY INJ DRY (Par accident) $ NIA PROPERTY DAMAGE Per accident $ NIA X X NON -OWNED HIRED AUTOS AUTOS $ A X UMBRELLA LIAB X OCCUR CUD1110206 1010112014 10101/2015 EACH OCCURRENCE $ 1,006,000 AGGREGATE $ 1,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ C WORKERS COMPENSATION TC20UB744OL27114 (ADS) 1010112014 1010112015 X I we STATUS OTH- CRY B D AND EMPLOYERS' LIABILITY ANY PROPRIETOREARTNERIEXECUTIVE YIN (Mandatory Excwoeoa ❑N (Mandatory In NH) N/A TRKUB7440L20314 (AZ, MA, OR & WI) TWXJUB7440L33814 OH &WA ( ) 1010112014 10101/2614 1619112615 1610112015 E.L. EACH ACCIDENT 1,666,999 $ E.L. DISEASE -EA EMPLOYEE $ 1,666,666 If yes, describe under DESCRIPTION OF OPERATIONS below " "'$GOOK LIMIT / $500K SIR " "' EL 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 N0, NIA SEE ATTACHED CERTIFICATE HOLDER CANCELLATION CITY OF SANTAANA 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. SANTAANA, CA 92701AD10 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AC"RH 1.. . 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 600894513 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. NIA THE CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENTS, 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 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, The ACORD name and logo are registered marks of ACORD HDI-GERLING AMERICA INSURANCE COMPANY MANUSCRIPT ENDORSEMENT #;)4 Policy Number GLD III 101-CIG Policy Period: 10-01 -2014 Named Insured S[EIMENS CORPORATION 10-0'1 2015 This Endomement Changes The Policy: Please Read It Carefully. BLANKET ADDITIONAL INSURED This endorsement modifies Insurance provided urtcerthe follb'whg Commerc!W General Liabilit e ,V Coverag 'Form me u This endorsement shall prevail over additional insured endorsements that may apply underthis policy unless required ,otherwise in the wirften agreement Authorized Representati ie All terms and ccIndibons of t,he policy remain unchanged. DORSEMENT WHEN ISSUED AFTERTHE POLICY IS Pagel of 1