Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
PK12-070 - Original - Siemens Industry, Inc. - HVAC Computer Software Support for City Buildings - 04/10/2012
"'. 5" Man* emeh Recordsg K E N T - Document WASHIry TON -� CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Siemens Industry, Inc. Vendor Number: 33599 ID Edwards Number Contract Number: JeK ( �—o?0 This is assigned by City-Clerk's Office Project Name: HVAC Computer Software support for all Kent City Buildings Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 8/2011 Termination Date: 7/2014 Contract Renewal Notice (Days): 90 Days Number of days required notice for termination or renewal or amendment Contract Manager: Alex Ackley Department: Parks/Facilities Detail: (i.e. address, location, parcel number, tax id, etc.): 400 W. Gowe Kent, Washinclton c.►� Ct S.Public\Record sM anagement\Forms\Contra ctCover\adcc7832 1 11/08 r. ��,KcNT WASHINGTON GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE between the City of Kent and Siemens Industry, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Siemens Industry, Inc. organized under the laws of the State of Delware, located and doing business at 22010 SE 2515t Street, Issaquah, Wa 98029 David Kopczynski, (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: Provide Support Service for APOGEE Software for HVAC Systems in City Buildings loacated at various addresses in the City of Kent in accordance with the proposal dated July 13, 2011, which is attached an incorporated as Exhibit A. This contract will be for three (3) years. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by July 31, 2014. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $55,658.85, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 1 (Over$10,000.00, Including WSST) The Vendor shall invoice the City quarterly for services provided. Year 1 8/1/2011-7/31/2012 $16,124 Annual $4,031.00 quarterly Year 2 8/1/2012-7/31/2013 $16,930 Annual $4,232.50 quarterly Year 3 8/1/2013-7/31/2014 $17,776 Annual $4,444.00 quarterly If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. PREVAILING WAGES. Vendor shall file a "Statement of Intent to Pay Prevailing Wages," with the State of Washington Department of Labor & Industries prior to commencing the Contract work. Vendor shall pay prevailing wages in effect on the date the bid is accepted or executed by Vendor, and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. V. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 2 (Over$10,000.00, including WSST) D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. VI. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VII. CHANGES. The City may issue a written change order for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that a change order is necessary, Vendor must submit a written change order request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon receiving either a written change order from the City or an oral order from the City before actually receiving the written change order. If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the change order work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VIII. CLAIMS. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 3 (Over$10,000.00, including WSST) At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 4 (Over$10,000.00, Including WSST) shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XII. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 5 (Over$10,000.00, Including WSST) XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 6 (Over$10,000.00, including WSST) to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. VENDOR: CITY OF KENT: By; �. v By: —fep�-T D a rag ®hd u p (signature) Print Name: Zone Pri t Nam ette Cooke Its -Inc. Its Mayor /' DATE: %gilding Technologies DATE: ,V _ NOTICES TO BE SENT TO: NOTICES O BE SENT TO: VENDOR: CITY OF KENT: David Kopczynski Charles Lindsey, Parks Facility Superintendent Siemens Industry, Inc. City of Kent 22010 SE 515t Street 220 Fourth Avenue South Issaquah, Wa. 98029 Kent, WA 98032 425-507-4300 (telephone) (253) 856-5082 (telephone) 425-507-4350 (facsimile) (253) 856-6080 (facsimile) APPRO ED AS TO FORM: ADDENDUM ATTACHED HERETO IS INCORPORATED HEREIN AND MADE A PART HEREOF BY THIS REFERENCE. Kent Law Department slemens gmement GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 7 (Over$10,000.00, Including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this day of , 200_. By: �a 7 L— Dand Soukup For: Zone Manager Siemens Industry, Inc. Title: Building Technologies Date: b/4 4y EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the_ (date) , between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of 1200_. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 v ® DATE(MM/DD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 09I16I2011 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: H 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 CONTACT MARSH USA,INC NAME 445 SOUTH STREET PHONE aC No MORRISTOWN,NJ 07960-6454 E-MAIL ADDRESS INSURERS AFFORDING COVERAGE NAIC# 100129-6-7BA-SBTi-11112 630 Hess X)00( INSURER A HDI-Geding America Insurance Company 41343 INSURED SIEMENS INDUSTRY,INC INCLUDING INSURER B Liberty Mutual Fire Ins Co 23035 BUILDING TECHNOLOGIES DIVISION INSURER C Liberty Insurance Corporation 42404 1000 DEERFIELD PARKWAY INSURER D BUFFALO GROVE,IL 60089-4513 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER, NYC-006039040-07 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 TYPE OF INSURANCE ADOL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYV MM/DD/YYYY A GENERAL LIABILITY GLD11101-03 10/01/2011 10/01/2012 EACH OCCURRENCE S 1,000000 X DAMAGE TO RENTED 1,000,000 COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLAIMS-MADE M OCCUR MED EXP(Any one person) $ 100,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 10000,000 GEN'L AGGREGATE LIMITAPPLIES PER PRODUCTS COMP/OPAGG $ INCL X POLICY PRO LOC $ B AUTOMOBILE LIABILITY AS2-631-004334-211 10/01/2011 10/01/2012 COMBINED SINGLE LIMIT 2,000,000 Ea accident $ _ _ X ANY AUTO BODILY INJURY(Per person) $ NIA X ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ N/A AUTOS AUTOS X HIREDAUTOS X NON-OWNED PROPERTYDAMAGE AUTOS Per acmdeIn $ N/A $ UMBRELLA LIAR OCCUR EA:,H OCCURRENCE S EXCESS LIAB Id CLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ G WORKERS COMPENSATION WAT630-004334-011(AOS) 10/01/2011 10/0112012 X WC sTArT orH- AND EMPLOYERS'LIABILITY �' ANY PROPRIETOR/PARTNER/EXECUTIVE YIN WC7-631-004334-021(OR,W) 10/01(2011 10I0112012 E L EACH ACCIDENT $ 1,000,000 G (Mandatory OFFICER/MEM EXCLUDED� NIA EW5-63N-004334-421 OH 10/01/2011 10fflV2012 1000000 (Mandatory in NH) ( ) E L DISEASE-EA EMPLOYE $ If yes,describe under "$SOOK LIMIT 1$500K SIR" 1,000,000 DESCRIPTION OF OPERAIIONS below E L DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) E 260029846/APOGEE SOFTWARE SUPPORT SERVICES FOR HVAC SYSTEM EEATTACHED CERTIFICATE HOLDER CANCELLATION CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN ROSALIE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2204TH AVE SOUTH ACCORDANCE WITH THE POLICY PROVISIONS KENT,WA 98032 AUTHORIZED REPRESENTATIVE of Marsh USA Inc Manashl Mukher)ee jvl .'ta+t>" `}a4� 01988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 100129 LOC#. Morristown A�® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA,INC SIEMENS INDUSTRY INC INCLUDING BUILDING TECHNOLOGIES DIVISION POLICY NUMBER 1000 DEERFIELD PARKWAY BUFFALO GROVE,IL 60089-4513 CARRIER NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER. 25 FORM TITLE Certificate of Liability Insurance RE 260029846/APOGEE SOFTWARE SUPPORT SERVICES FOR HVAC SYSTEM THE CITY OF KENT IS 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 EMPLOYERS LIABILITY COVERAGE IS PROVIDED IN WASHINGTON ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I MARSH Marsh USA Inc 10900 Stonelake Blvd , 2id Floor Austin,TX-8?59 512 342 4400 Fax 212 948 0622 Nlsiemens c_g@+,.narsh corn Memo To* To Whom It May Concern Date September 14, 2011 From. Marsh CSS Subject. Siemens Corporation Certificates of Insurance 2011 - 2012 Policy Year As a Siemens Corporation Certificate Holder,please find attached your company's renewal certificate for the 10/1/2011 — 10/l/2012 policy period If you do not require this Certificate of Insurance,please advice by marking "delete" on the certificate and retuming it via email (.njsiemens csg@marsh com) or fax to (212) 948 0622 Best regards, Marsh CSS Marsh&Mclennan Con mm HDI-GERLING AMERICA INSURANCE COMPANY MANUSCRIPT ENDORSEMENT#34 Policy Number Named Insured GAD?19 a9-03 SIEMENS CORPORATION Policy Period: Inception (M-D Y) Expiration (M-D-Y) Effective Date and Time of Endorsement 10-01-11 10-01-12 10-01-11 12:01 a.m. Standard Time at Address of the Insured. This Endorsement Changes The Policy. Please Read It Carefully. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following Commercial General Liability Coverage Form Who is an insured is amended to include as an insured any person whom you are required to add as an additional insured on this policy under a wntten agreement The insurance coverage provided to such additional insured applies —__only to the extent regi fired within the written agreement / __ The insurance coverage provided to the additional insured person shall not provide any broader coverage than you are required to provide to the additional insured person in the written agreement and shall not provide limits of insurance that exceed the lower of the Limits of Insurance provided to you in this policy, or the limits of insurance you are required to provide in the written agreement The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance,whether primary, excess, contingent, or on any other basis, that is available to the additional insured for a loss we cover under this endorsement However,if the written agreement specifically requires that this insurance apply on a primary basis, this insurance is primary If the written agreement specifically requires this insurance apply on a primary and non-contributory basis this insurance is primary to other insurance available to the additional insured and we will not share with that other insurance This endorsement shall prevail over additional insured endorsements that may apply under this policy unless required otherwise in the written agreement All terms and conditions of the policy remain unchanged THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN. Page l of 1 0 " Y Al VT Ina u i .3��3 i4.�.f�#.� '•k<'.e�c��3"Y fit.4t AIYy ^0�9A. °+. �` %9y{` >r S+Y�Yr � , Z n � ., ;o-;Pa-- •�., s E a; h P; ,k� ° ''� `'fin v IN III qj qw,,1111,4 ^�. 29 � '��"" ^'yfT ;�x,t^4:; -t "�a^•"x %,'.-f.,`,zi..?? "_ �' .'£.;�'"'�p;n.i�4) - "__ -TI '�° v.d FPy sy � 3 IN t^'� <• g 6 1{1 s' a Advantage Services' Agreement for City of Kent a� June 28,2011 nit E SIEMENS Advantage Services Agreement for City of Kent June 28th,2011 Siemens Industry, Inc 7/13/2011 Page 1 Table of Contents Advantage Services 1 1 Overview 3 1.1 Executive Summary 3 1 2 Current Situation 3 1.3 Proposal Benefits 3 2 Service Solution 4 21 HVAC CONTROL SERVICES—Automation 4 2.1.1 Customer Support Services 5 2.1.2 Technical Support Services 5 2.1.3 System Performance Updates&Upgrades 7 3 Service Implementation Plan 8 3 1 HVAC Control Services—Automation On-site Response Time 8 3.2 Maintained Equipment Table 9 3 3 Service Team 10 4 Siemens Industry, Inc. 11 4.1 Signature Page and Investment By and Between 11 4.2 Terms And Conditions 12 Appendix A. Discounted Labor& Material Pricing 15 Siemens Industry, Inc 7/13/2011 Page 2 1 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 planned service tasks by our trained technical staff This Service Agreement has been specifically developed to support your unique facility, and the services provided herein will help you in achieving your facility goals • Minimizing energy and operational costs • Protecting your system investment • Improving the skills of your staff • Maintaining the comfort and safety of the occupants of the facilities • Improving responsiveness and minimizing equipment downtime 1.2 Current Situation City of Kent is looking for Siemens to provide a level of service to help prevent problems from building up They continue to strive to maintain and enhance the functionality and efficiency of the facility through routine maintenance and timely system upgrades. 1.3 Proposal Benefits The implementation of this Advantage Services Agreement from Siemens Industry will benefit your facility in the following specific ways: • A dedicated team of service professionals will be assigned to your facility. This team provides consistent, thorough, reliable service and scheduling for support of your system • Customers with an active service agreement receive the priority of preferred customer response times on their calls for emergency service • Customers with an active service agreement receive an additional discount from our quoted rates for labor and material • Project Manger labor discount 25%from the standard rate • Specialist labor discount 25%from the standard rate • Mechanical labor discount 20%from the standard rate • Siemens material discount 50% less 20%from list price A planned program of inspections or preventive maintenance will increase system efficiency,assure compliance to specified conditions,and reduce the risk of costly and disruptive system problems Siemens Industry, Inc 7/13/2011 Page 3 IF 2 Service Solution 2.1 HVAC CONTROL SERVICES — Automation Approach Silver Level The Silver Advantage Services plan is an economical choice for customers that want reliable back-up support for their maintenance staff so they can minimize the downtime of facility systems and equipment The Silver plan is a balance between price and performance When emergencies occur, Siemens experts will provide online or phone support within 4 hours. If an on-site visit is needed, Siemens will arrive on site the next regularly scheduled business day, Monday through Friday. Performance Package Providing a high level of service,the Advantage Services Performance package helps ensure your automation controls, devices,and software systems operate at peak levels, maximizing energy efficiency and maintaining occupant comfort With the Performance package you can reduce operating costs while extending the life of your equipment Ideal for customers that want to minimize downtime while outsourcing much of the control system maintenance and service responsibilities, Performance services include rigorous evaluations of your control devices and software in order to address problems before they impact building performance. Our Performance services package includes preventive maintenance to ensure equipment performance translates into energy savings and increased occupant comfort Advantage Services specialists conduct systematic checks of control systems, inspecting individual devices and components, and recommending repairs or replacements, if necessary Our service technicians identify minor problems or reductions in system efficiency, so that your facility operates to maintain energy efficiency and minimizes downtime or interruptions. Software support and updates are another important aspect of keeping the system functioning optimally and are provided as they are issued, and as applicable to the system. Operator coaching by Siemens provides another layer of confidence by helping your staff identify,verify, and resolve problems and concerns in performing tasks to keep systems running smoothly. During coaching sessions, we address specific issues concerning the use of systems in your facility Performance services for energy management systems also include preventive maintenance on related software. With Advantage Services your control systems will operate reliably, accurately and efficiently In addition, Siemens will provide data protection and data recovery for your automation control systems, including routine on-site backups and quick recovery if data is lost or corrupted due to problems such as computer viruses, power outages, hard drive failures or physical damage The equipment included as part of this service is listed in the List of Maintained Equipment section of this service agreement Siemens Industry, Inc 7/13/2011 Page 4 2.1.1 Customer Support Services Operator Coaching. Through our individual Operator Coaching,we will review and reinforce learned skills, leading to greater operator knowledge and productivity This service will insure your operator's gain full utilization of the system implemented in your facility Siemens will assist your staff in identifying, verifying and resolving problems found in executing daily tasks. During the coaching sessions, we can address log book and system issues, assist your operators in becoming more self-sufficient, and improve the skills of your operators to better meet the needs of your facility and their specific fob responsibilities Under this agreement we shall provide (8)hours of coaching, which will be conducted on normal business days and hours,during scheduled visits. 2.1.2 Technical Support Services Online Systems Support. We will provide unlimited system and software troubleshooting and diagnostics via modem and direct phone support This service is available through our in-house specialist during normal business hours Calls made after normal business hours will be invoiced at the preferred customer T&M rates. Emergency Onsite Response. (Monday through Sunday) 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 within the next business day, Monday through Friday, during the hours of 8 00 AM — 5:00 PM for critical emergencies or for non-emergency conditions, upon receiving notification of an emergency Response on Holidays is excluded from this coverage 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. Siemens response to emergency onsite visits will be billed at preferred customer rates or customer directed support hours can be utilized Data Protection & Data Recovery Services.Through this service we help protect your HVAC Control System's vital databases of business information from unforeseen and costly catastrophic events (lightning strike, electrical power surge, hard drive or controller failure, flood, physical damage, etc ) Siemens will perform database back- ups when on-site performing planned maintenance tasks 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. This work will be provided on a time and material basis Frequency: This service will be preformed approximately quarterly during scheduled visits Siemens Industry, Inc. 7/13/2011 Page 5 Customer Directed Support. Siemens will provide a trained and experienced automation specialist who will work under your direction This time may be planned and utilized to visit each Siemens controlled budding in the District Your assigned Service Account Engineer will work with you to develop a customized monthly visit schedule Siemens will review applicable building control technologies, suggest possible new strategies or technologies that could be implemented to enhance the current system, and consider what changes, enhancements and/or upgrades should be made to facilitate future plans In addition, recommendations may be made about adding andlor modifying applications,sensors, points, panels and/or software where needed to improve budding operation and performance. Included in this proposal are (16) hours annually of specialist time to perform the services as requested,which will be conducted on normal business days and hours, during scheduled visits Controller Analysis Program. Unitary and Terminal equipment can, by their nature, under-perform due to a number of reasons, mechanical, electrical, control settings, building use and climatic conditions Through this service, we can pinpoint which systems have possible air flow or temperature control problems Reports are generated on those terminal equipment controllers, which can then be investigated and resolved The equipment to be included as part of this service, is listed in the List of Maintained Equipment in this service agreement. Controller Analysis Benefits to Include: • Analyze, optimize and report on the performance of the TEC controlled systems • Perform system diagnostics to ensure the system is performing at peak efficiency • Identify problems before the occupants realizes they exist • Enhanced troubleshooting functionality Frequency: This service will be preformed (1)day annually. Software Maintenance. Through Software Analysis&Optimization, Siemens will help ensure that the HVAC Control System is operating properly to minimize any software problems that would negatively impact system performance.We will report any failed points, points in alarm, unresolved points or points in operator priority, both at the front end workstation and at the field panel level Resolving these deficiencies will increase system efficiency, assure compliance to specified conditions, and reduce the risk of costly and disruptive system problems Software Maintenance Benefits Include • Faster workstation response times • Increased alarm management efficiency • Increase system reliability • Enhanced graphics and programming Frequency: This service will be preformed (1)day annually Siemens Industry, Inc 7/13/2011 Page 6 2.1.3 System Performance Updates & Upgrades Software Updates. Through this service,you will benefit from new features and enhancements that will improve building operations,take advantage of the latest version changes, while extending the life of your APOGEE investment. Siemens will provide you with software and documentation updates to your existing APOGEE software as they become available (approximately annually) These updates deliver the benefits of Siemens Building Technologies'commitment to compatibility by design,a commitment unique in our industry. (Upgrades to PC's and related workstation hardware are excluded ) Software updates are included for(1)APOGEE Server license. Field Panel Upgrades. Field Panel Upgrades will extend the life of your HVAC Control System investment, without using capital investment dollars to upgrade your field panel technology These upgrades deliver the benefits of our commitment to compatibility by design,a commitment unique in our industry The Field Panels to be upgraded, and the details of those upgrades, are itemized in the List of Maintained Equipment. Under this agreement there is $2,000 dollars included to purchase replacement parts and upgrade retired controllers. �I Siemens Industry, Inc 7/13/2011 Page 7 3 Service Implementation Plan 3.1 HVAC Control Services — Automation On-site Response Time Silver Service Dispatch phone number 1-800-952-6348 Response time-onsite for critical components 24 hours Hours of Service 24 x 7 Response Window 24 x 7 Software Support and Updates Yes,with scheduled PM R&R Material Billable R&R Labor Billable Operator Coaching Included (8 hours) Siemens Industry, Inc 7/13/2011 Page 8 3.2 Maintained Equipment Table SIEMENS Siemens Industry, Inc. Equipment . Control Systems Data Protection & Insight 3 X 4 - Summary Data Recovery B/U on-site Services(Times per year) Data Protection & Recovery Services (2) System 600 System 600 ALN FLN 12 ALN Controller Services (Times per year) Preventative Maintenance(1) System 600 System 600 ALN MBC 40 3 ALN Services (Times per year) Preventative Maintenance(1)-Software Maintenance (1) System 600 System 600 ALN PWR MEC 2 ALN 1200 1/0 PB Services (Times per year) Preventative Maintenance(1)-Software Maintenance (1) System 600 System 600 MLN Apg Svr-Crp 1 MLN Network _ Services(Times per year) Software Maintenance(1) System Software Support Insight 3 X 1 Performance and Updates Adv Services (Times per year) Software Update(1) System Software Support Insight 3 X 1 Performance and Updates Adv User Services (Times per year) Software Update(1) System 600 System 600 FLN TEC-CAP 200 FLN Services (Times per year) Controller Analysis Program (1) System Field Panel Field Panel 1 Performance Upgrades ($ USD) Services (Times per year) Field Panel Update($45,000) System 600 SALNystem 600 ALN PXC MODULAR 2 Services(Times per year) Preventative Maintenance(1)-Software Maintenance (1) Siemens Industry, Inc 7/13/2011 Page 9 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: Sales Account Representative: David Kopczynski(206) 683-2525 Manages the overall strategic service plan based upon your current and future service requirements Service Account Engineer: Shari Kurtz(425) 507-4300 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 Primary Service Specialist: Mike Laplante Is responsible for performing the ongoing service of your system Secondary Service Specialist: Will be familiarized with your building systems to provide in-depth backup coverage. Service Operations Manager: Juan Cantu Is responsible for managing the delivery of your entire support program and service requirements Service Coordinator: 1 800 952 6348 Is responsible for scheduling your planned maintenance visits, and handling your emergency situations by taking the appropriate action Service Administrator: Is responsible for all service invoicing including both service agreement and service projects Siemens Industry, Inc 7/13/2011 Page 10 imp 4 Siemens Industry, Inc. 4.1 Signature Page and Investment By and Between: Siemens City of Kent 22010 SE 51 st Street 220 4th Ave S Issaquah,WA 98029 Kent, WA 98032 Services shall be provided at 220 4th Ave S, Kent,WA 98032. Siemens shall provide the services as outlined in the attached proposal dated 0 612 812 01 1 and the attached terms and conditions Duration:This agreement shall remain in effect for an Initial Term of 3 Years beginning 81112011 and from year to year thereafter. Investments: Annual cost—Invoiced quarterly Approved Year 1 0810112011 to 7/3112012 $16,124 annually paid $4,031 00 quarterly Year 2 0810112012 to 7/31/2013 $16,930 annually paid $4,232 50 quarterly Year 3 08/0112013 to 713112014 $17,776 annually paid $4,444 00 quarterly Prices quoted in this proposal are firm for 30 days and do not Include WSST. Proposal accepted by: Proposal submitted by: City of Kent David Kopczynski Service Sales Executive Siemens Industry, Inc 06/27/11 Signature Date Signature Date Approved for Siemens Industry, Inc. by: P.O.# Signature Date The Customer acknowledges that when approved by the Customer and accepted by SBT (i)the Proposal and the Contract Terms 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 terms and conditions of the Proposal and the terms and conditions of The Contract Terms and Conditions,the Contract Terms and Conditions shall control Siemens Industry, Inc 7/13/2011 Page 11 4.2 Terms And Conditions SERVICE TERMS AND CONDITIONS(REV 10109) included In the Services are limited to restoring the proper working condition of Article l- General such Covered Equipment SIEMENS will not be obligated to provide 11 (a) This Agreement constitutes the entire, complete and exclusive replacement Covered Equipment that represents significant capital agreement between the parties relating to the seances ("Services") to be improvement compared to the original Exchanged or removed components provided by SIEMENS and supersedes and cancels all prior proposals, become the property of SIEMENS, except Hazardous Materials,which under agreements and understandings written or oral,relating to the subject matter of all circumstances remain the property and responsibility of Customer this Agreement Neither party may assign the Agreement or any rights or 34 Unless agreed otherwise, Seances do not include and SIEMENS Is not obligations hereunder without the prior written consent of the other except that responsible for(a),(a)service or provision of consumable supplies including either party may assign this Agreement to its affiliates and SIEMENS may but not limited to batteries and halon cylinder charging (b) reinstallation or grant a secunly interest in the proceeds to be paid to SIEMENS under this relocation of Covered Equipment, (c) painting or refinishing of Covered Agreement assign proceeds of the Agreement,and/or use subcontractors in Equipment or surrounding surfaces (d) changes to Services (e) parts, performance of the Semces The terms and conditions of this Agreement shall accessories attachments or other devices added to Covered Equipment but not be modified or rescinded except in writing with the prior approval of the not furnished by SIEMENS,(f)failure to continually provide suitable operating Legal Departments of SIEMENS and Customer and signed by duty authorized environment including,but not limited to adequate space ventilation,electrical officers or managers of SIEMENS and Customer power and protection from the elements or(g)the removal or reinstallation of (b) Nothing contained in this Agreement shall be construed to give any rights replacement valves,dampers,waterrow,switches,venting or draining systems or benefits to anyone other than the Customer and SIEMENS wthout the SIEMENS is not responsible for services performed on any Covered express written consent of both parties All provisions of this Agreement Equipment otherthan by SIEMENS or agents allocating responsibility or liability between the parties shall survive the 3 5 The Services shall be performed in a manner consistent with the degree of completion of the Services and termination of this Agreement care and skill ordinarily exercised by persons performing the same or similar (c)Certain terms and conditions contained herein may not apply to the Services Services in the same locale under similar circumstances and conditions to be provided hereunder It is the intent of the parties however that the 36 SIEMENS shall perform the Seances during its local, normal working interpretation to be given to the terns and conditions is to apply all terms and hours,unless othevnse stated in this Agreement conditions unless clearly inapplicable given the type of Services included 3 7 SIEMENS is not required to conduct safety or other tests, install or 12 This Agreement shall be governed by and enforced in accordance with the maintain any devices or equipment or make modifications or upgrades to any laws of the State of Illinois Any litigation arising under this Agreement shall be equipment beyond the scope of this Agreement Any request to change the brought in the State or Commonwealth in which the Seances are provided to scope or the nature of the Services must be in the form of a mutually agreed Customer TO THE EXTENT PERMITTED BY LAW THE PARTIES WAIVE change order,effective only when executed by all parties hereto ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS 39 Al reports and drawings specifically prepared for and deliverable to AGREEMENT Customer pursuant to this Agreement("Delrverables)shall become Customers 13 After the expraton of the Initial Tenn,this Agreement shag automatically renenfor property upon full payment to SIEMENS SIEMENS may retain file copies of successive one year periods begmehg on the anniversary date of I Initial Tenn bless such Deliverables All other reports, notes, calculations, data, drawings, stated otherwise in the Agreement estimates, specifications manuals, other documents and all computer fA Efti!es party may terminate a amend ths Agreement at the end of the Initial Tenn programs,codes and computerized materials prepared by or for SIEMENS are or at the end of a renewal tern by gmrg the other parry at least silly(60)days pnor instruments of SIEMENS' work ("Instruments) and shall remain SIEMENS written notice of such amendments or intent not to renew property Siemens conveys no license to software unless otherwise expressly 1.5 If ring a within 90 days after the tern of this Agreement,Customer engages provided in this Agreement All Deliverables and Instruments provided to any SIEMENS employee Who has performed work under the or any other agreement Customer are for Permitted Users use only for the purposes disclosed to between Customer and SIEMENS,Customer shag pay SI EM ENS an amount equal to SIEMENS, and Customer shall not transfer them to others or use them or the employee's latest ercual salary permit them to be used for any extension of the Services or any other purpose, ArNCle2 Covered Equipment without SIEMENS' express written consent Any reuse of Deliverables or 21 "Covered equipment"shall mean that equipment expressy identified as Instruments for other projects or locations without the written consent of System Components in this Agreement The Customer represents that at the SIEMENS,cruse by any party other than Permitted Users will be at Permitted commencement of this Agreement all Covered Equipment is in satisfactory Users sole risk and without habgty to SIEMENS and in addition to any other working condition and complies with all applicable codes rights SIEMENS may have, Customer shall indemnify, defend and hold 22 If the fire or life safety system is included as part of the Covered SIEMENS harmless from any claims,losses or damages arising therefrom Equipment does not comply with all applicable codes or if removal of any 39 Customer acknowledges that SIEMENS in the normal conduct of its Covered Equipment from coverage would compromise or impair the integrity or business may use concepts skills and know-how developed while perrorming the compliance with law of any system or Services and Customer fads to take other contracts Customer acknowledges the benefit which may accrue to it corrective action then SIEMENS may terminate this Agreement without further though this practice and accordingly agrees that anything in this Agreement obligation and retain all monies received pursuant to this Agreement notwithstanding Siemens may continue without payment of a royalty this 2 3 All testing and inspection of any Covered Equipment provided for in this practice of using concepts,slogs and know-how developed while performing this Agreement will be performed at the time and place and in the manner deemed Agreement appropriate by SIEMENS, in accordance win applicable law and the 310 Where Seances mclde energy consul any estimates of probable requirements of then current National Fire Protection Association ("NFPA") construction or implementation costs,financial evaluations,feasibility studies or guidelines if applicable, and other relevant standards Customer is solely economic analyses prepared by SIEMENS the documents prepared for the responsible for,and hereby indemnifies and holds SIEMENS harmless from Customer will represent SIEMENS best judgment based on SIEMENS' and against, any liability arising from Customer's specification of a testing expenence and the information reasonably available to SIEMENS at the time schedule other than then current NFPA or other applicable standards or laws that the Services are performed Customer acknowledges that SIEMENS does 2-4 If the Covered Equipment his altered or moved by any person including not control (a)the costs of labor materials,equipment or services furnished by Customer other then SIEMENS or a person authorized by it Customer shall others (b) overall market conditions or (c) contractors' methods of immediately notify SIEMENS in writing and SIEMENS reserves the right to determining prices Accordingly Customer acknowledges that proposals bids perform a reacceptance test on or, if necessary, a recommissioning of the or actual costs may differ from opinions, evaluations or studies submitted by system at Customer's expense Reacceptance tests will be performed in SIEMENS as part of the Services provided hereunder accordance with then current NFPA or other applicable requirements and 311 Where Seances include EMC SIEMENS will have a disaster recovery charged on a time and materials basis plan and a disaster contingency plan Article 3 Services by SIEMENS Article 4•Responsibilities of Customer 31 SIEMENS shall only perform the Services Identified in this Agreement 41 Customer,without cost to SIEMENS,shall 32 SIEMENS shag have no lability or obligation to continue providing (a) Designate a contact person with authontyto make decisions for Customer Seances in the event Customer faits to(a)authorize a reacceptance test or regarding the Services and provide SIEMENS with Information sufficient to recommissioning that SIEMENS reasonably deems necessary, (b) notify contact such person In an emergency If such representative cannot be SIEMENS of any modifcat ons or changes to the Covered Equipment or reached, any request for Services received from a person located at unusual or materially changed operating conditions hours of usage system Customers site wall be deemed authorized by Customer and SIEMENS wig in malfunctions or budding alterations that may affect the Seances,(c) provide the Its reasonable discretion act accordingly access to any site where Services are to be performed or(d)operate,service (b) Provide or arrange without cost all reasonable provisions, means and or maintain the Covered Equipment In accordance with manufacturers or access for SIEMENS to any site and the equipment where Services are to be suppliers instructions or this Agreement After any of the aforesaid events performed, SIEMENS may ternntrata or suspend services under this Agreement immediately,upon giving notice to Customer (c) Permit SIEMENS to control and/or operate all controls systems, 3.3 Any repairs and replacements of Covered Equipment as may be expressly apparatus,equipment and machinery necessary to perform the Services, Slemens Industry,Inc,Building Technologies Division Service Only 2009 Siemens Industry, Inc 7/13/2011 Page 12 'L g Vant IerV I Furnish SIEMENS with all available information pertinent to the Services, amount under this Agreement Customer shall reimburse SIEMENS'costs and (a) Obtain and furnish to SIEMENS all approvals,permits and consents from expenses (including reasonable attorneys' and witnesses' fees) Incurred for government authorities and others as may be required for performance of the collection under this Agreement If Customer disputes any portion or all of an Services except for those SIEMENS has expressly agreed in writing to obtain. Invoice it shall notify SIEMENS in writing of the amount in dispute and the (f) Maintain the Services site in a safe condition,notify SIEMENS promptly reason for Its disagreement within 21 days of receipt of the invoice The of any site conditions requiring special care, and provide SIEMENS wth any undisputed portion shall be paid when due,and interest on any unpaid portion available documents describing the quantity nature,location and extent of such shall accrue as aforesaid from the date due until paid,to the extent that such conditions amounts are finally determined to be payable to SIEMENS (g) Comply with all laws and provide any notices required to be given to any 54 Except to the extent expressly agreed in this Agreement,SIEMENS'fees government authorities in connection with the Services, except such notices do not Include any taxes excises,fees duties,permits or other government SIEMENS has expressly agreed in this Agreement to give charges related to the Services Customer shall pay such amounts or reimburse (h) Provide SIEMENS with Material Safety Data Sheets(MSDS)conforming SIEMENS for any amounts it pays If Customer claims a tax exemption or to OSHA requirements related to all Hazardous Materials at the site which may direct payment permit, it shall provide SIEMENS with a valid exemption Impact the Services, certificate or permit and Indemnify,defend and hold SIEMENS harmless from (I) Fumish to SIEMENS any contingency plans related to the site, any taxes,costs and penalties arising out of same (j) Furnish the specified operating environment, Including without limitation, 55 Unless agreed otherMse,the pricing for each year afterthe Initial Term of suitable,clean,stable,properly conditioned electrical power and other utilities the Agreement and each year of each renewal of the Agreement shall be (k) Maintain al Covered Equipment in good worlung order in compliance with determined as the immediate prior year price plus a price escalator based upon all applicable laws and service, repair and replace all Covered Equipment as the U S Department of Labor, Bureau of Labor Statistics Urban Consumer necessary,and, Price Index-All Urban Consumers U S All items 1982—1984=100("CPI-U') (1) Perform inspections and tests as indicated in the Life Safety System In addition, each renewal term pricing shall be adjusted for any additions or Logbook and record same in the Life Safety System logbook deleticirs to Services selected for the renewal term The price escalator shall be 4 2 Customer acknowledges that the technical and pricing Information herein Is the latest sevu-annual CPI-U identified above published prior to each annual proprietary to SIEMENS and agrees not to disclose or otherwise make it anniversary This escalator shall be applicable to each annual term whether a available to others renewal term or an annual term after the first year of the Initial Tenn 4.3 Customer acknowledges that It Is now and shall be at all times in control of Article 6 Changes,Delays,Excused Performance the Services site SIEMENS shall not have any responsibility,duly or authority 61 As the Services are performed,conditions may change or circumstances to direct,supervise or oversee any employees or contractors of Customer or outside SIEMENS'reasonable control isuch as changes of law)may develop their work or to provide the means, methods or sequence of their work or to which require SIEMENS to expend additional costs,effort or time to complete stop their work SIEMENS'work and/or presence at a site shall not relieve the Services in which case SIEMENS shall notify Customer and an equitable others of their responsibility to Customer or to others Except as expressly adjustment made to the compensation and time for performance In the event provided herein SIEMENS Is not responsible for the adequacy of the health, conditions or circumstances require Services to be suspended or terminated, safety or security programs or precautions related to Customer's or it other SIEMENS shall be compensated for Services performed end for costs contractors activities or operations,the work of any other person or entity,or reasonable incurred in connection with the suspension or termination Customer's site conditions SIEMENS is not responsible for inspecting 62 SIEMENS shall not be responsible for loss, delay, injury, damage or observing,reporting or connecting health or safety conditions or deficiencies of failure of performance that may be caused by circumstances beyond its control, Customer or others at Customer's site So as not to discourage SIEMENS including but not limited to acts or omissions by Customer or Its employees, from voluntarily addressing such Issues, in the event SIEMENS does make agents or contractors,Acts of God,war,civil commotion,acts or omissions of observations, reports suggestions or otherwise regarding such issues, government authorities, fire, theft, corrosion,flood, water damage,lightning, SIEMENS shall not be liable or responsible for same freeze-ups, strikes, lockouts, differences with workmen, riots, explosions, 44 Except as expressly stated in this Agreement, Customer Is solely quarantine restrictions,delays In transportation or shortage of vehicles,fuel, responsible for any removal,replacement or refinishing of the budding structure labor or materials In the event of any such circumstances SIEMENS shall be orfinshes that may be required to perform or gain access to the Services excused from performance of the Services and the time for performance shall 4 5 Customer alone shall act to protect life and property from the time a partial be extended by a period equal to the time lost plus a reasonable recovery or full system failure occurs until SIEMENS notifies Customer that such system period and the compensation equitably adjusted to compensate for additional Is operational or the emergency has been cleared Customer's actions shag costs SIEMENS incurs due to such circumstances include all appropriate interim safety precautions (such as a manual 'Tire Article? Warranties,Disclaimers,Limitation of Liability watch') SIEMENS shall have no obligation to provide guards fire watch 71 Labor in performing the Services is warranted to be free from defects in personnel,or other services following a system(allure except Services as are workmanship for 90 days after the Services are performed All labor provided specifically provided for In this Agreement by SIEMENS hereunder found to be defective and othemnse qualifying under 4-6 Customer shall not attach to the system or Covered Equipment any device this warranty shall be re-performed by SIEMENS Such re-performance that interferes with the Services or the proper operation of the system or hereunder shall not Interrupt or prolong the terms of this warranty In the event Covered Equipment that any such re-perfoirmance fads to cure such defects, then Customers Article 5 Compensation exclusive remedy against SIEMENS for damages from any cause whatsoever, 51 Annual Fee(s)shall be adjusted for each year after the final year of the whether In contract or tort,shall not exceed an amount equal to the limitation set Initial Term pursuant to the agreed Price Adjustment hereto and incorporated forth in Section 7 5 herein herein Unless otherwise agreed in writing,this Agreement is not cancelable 72 THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE IS IN LIEU and the annual fee is not refundable except as provided herein OF AND EXCLUDES ALL OTHER WARRANTIES, STATUTORY, 52 Payments to be made under this Agreement w1l provide for, and be in EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL consideration of,only Services speaficaly Included under the Proposed Soltion Al EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR other Se es slckdxg but nd united to the following,shall be separately bled or FITNESS FOR A PARTICULAR PURPOSE QUALITY CAPACITY OR surcharged on a time and materials basis (a) emergency Services performed at WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST Customers request, If Inspection does not reveal ary deficiency covered by the PATENT INFRINGEMENTS OR DEFECTS, WHETHER HIDDEN OR Ageemera, (b)Services performed other than during SIEMENS 'roll wincing APPARENT,AND EXPRESS OR IMPLIED WARRANTIES WITH RESPECT hous,and(c)Service performed on egipment not covered by this Ageerrert TO COMPLIANCE OF THE COVERED EQUIPMENT WITH THE 53 SIEMENS shall Invoice Customer as provided in this Agreement or if not REQUIREMENTS OF ANY LAW, REGULATION, SPECIFICATION OR expressly provided,then on an annual basis prior to the Start Date and annually CONTRACT RELATIVE THERETO, WHICH ARE HEREBY EXPRESSLY thereafter on the anniversary of such Start Date Invoices are due and payable DISCLAIMED net cash upon receipt unless Customer has applied and been approved for 73 Customer hereby,for it and any parties claiming under it, releases and credit with SIEMENS in which case the Invoice Is payable within 30 calendar discharges SIEMENS from any liability arising out of all hazards covered by days of receipt by Customer or as otherwise set forth in this Agreement If any Customer's insurance, and all claims against SIEMENS arising out of such Payment Is not recerved when due,SIEMENS may deem Customer to be in hazards,including any right of subrogation by Customer's insurance camer,are breach hereof and may enforce any remedies available to it hereunder or at hereby waived by Customer law including without limitation, acceleration of payments and suspension or termination of Services at any time and without notice and shall be entitled to 7A ANY IDEAS SUGGESTIONS, RECOMMENDATIONS, FINANCIAL compensation for-Services previously performed and costs reasonably incurred EVALUATIONS FEASIBILITY STUDIES OR ECONOMIC ANALYSIS in connection with the suspension or termination In the event that any payment PREPARED BY SIEMENS UNDER THIS AGREEMENT WILL REPRESENT due hereunder Is not paid when due,Customer agrees[to pay,upon demand ITS BEST JUDGMENT BASED ON ITS EXPERIENCE AND THE as a late charge one and one-half percent(1 5%)of the amount of the payment AVAILABLE INFORMATION CUSTOMER ACKNOWLEDGES THAT THE per month limited by the maximum rate permltled by law of each overdue ENERGY MARKET IS VOLATILE AND SUBJECT TO FREQUENT PRICE Siemens Industry,Inc,Bugdjng Tachnclogles Division Service Only 2009 Siemens Industry, Inc. 7/13/2011 Page 13 AND REGULATORY CHANGES THEREFORE, CUSTOMER FURTHER REDUCTIONS THAT MAY BE AVAILABLE TO CUSTOMER FURTHER, ACKNOWLEDGES THAT SIEMENSDOES NOT CONTROL FUTURE CUSTOMER HEREBY RELEASES SIEMENS FROM ANY AND ALL MARKET CONDITIONS OR THE ENERGY MARKET'S REGULATORY LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM CLIMATE NOTHING HEREIN SHALL BE CONSTRUED BY THE SIEMENS FAILURE TO OBTAIN OR APPLY FOR ANY REBATE/ CUSTOMER AS A PREDICTION OF FUTURE ENERGY MARKET INCENTIVE OR ENERGY/FUEL COST REDUCTION THAT COULD IN ANY CONDITIONS OR ENERGY PRICES ACCORDINGLY, SIEMENS DOES WAY BE OBTAINED BY CUSTOMER NOTPROVIDE CUSTOMER A GUARANTYOR WARRANTY OF THE Article Hazardous Materials Provisions RESULTS OF SIEMENS RECOMMENDATIONS CUSTOMER 91 The Services does not include directly or indirectly performing or arranging MAKESANY AND ALL ENERGY PROCUREMENT AND RELATED for the detection monitoring, handling storage, removal, transportation, DECISIONS CUSTOMER ACKNOWLEDGES THAT ALL ENERGY disposal or treatment of Oil or Hazardous Materials Except as disclosed PROCUREMENT AND RELATED DECISIONS ARE MADE AT THE pursuant to this Article,Customer represents that,to its best knowledge there is CUSTOMER S SOLE RISK no asbestos or any other hazardous or toxic materials, as defined in the 75 WITH RESPECT TO ANY LIABILITY(WARRANTY OR OTHERWISE) Comprehensive Environmental Response,Compensation and Liability Act of THAT SIEMENS MAY HAVE UNDER THE AGREEMENT, IN NO EVENT 1980 as amended the regulations promulgated thereunder, and other SHALL SIEMENS BE LIABLE(INCLUDING WITHOUT LIMITATION,UNDER applicable federal, stale or local law ("Hazardous Matetals"), present at ANY THEORY IN TORTS) FOR ANY LOSS OF USE REVENUE, Customers Sites where the Services are performed SIEMENS will notify ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR Customer immediately If it discovers or suspects the presence of any CONSEQUENTIAL DAMAGES(INCLUDING WITHOUT LIMITATION LOST Hazardous Material AI Services have been priced and agreed to by SIEMENS PROFITS AND/OR LOST 13USINESS OPPORTUNITIES)ARISING OUT OF in reliance on Customer's representations as set forth in this Article The OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES presence of Hazardous Materials constitutes a change in this Agreement WHETHER ARISING IN WARRANTY TORT CONTRACT , STRICT whose terms must be agreed upon by SIEMENS before Its obligations LIABILITY, OR ANY OTHER THEORY OF LIABILITY, WHETHER FOR hereunder shall continue WARRANTY LATE OR NON-DELIVERY OF ANY SERVICES, AND 92 Customer is solely responsible for testing abating encapsulating, WHETHER SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF removing, remedying or neutralizing such Hazardous Materials, and for the SUCH DAMAGES and in any event SIEMENS'aggregate liability for any and costs thereof Customer is responsible for the proper disposal of all Hazardous all claims losses or expenses (including attorneys fees) arising out of this Materials and Oil that at any time are present at the Services site in accordance Agreement, or out of any Services furnished under this Agreement, whether with all applicable federal, state and local laws, regulations and ordinances based in contract negligence strict liability, agency warranty trespass Even if change order has been entered into pursuant to this Article SIEMENS indemnity or any other theory of liability,shall be limited as liquidated damages, shag have the right to stop the Services until the site is free from Hazardous to the greater of $1,000 or 10% of the total compensation received by Materials In such event SIEMENS shall receive an equitable extension of time SIEMENS from Customer under this Agreement SIEMENS reserves the right to complete the Services and compensation for delays caused by Hazardous to control the defense and settlement of any claim forwhich SIEMENS has an Materials remedlatlon In no event shall SIEMENS be required or construed to obligation under the warranty hereunder The parties acknowledge that the price take title, ownership or responsibility for such Oil or Hazardous Materials which SIEMENS has agreed to perform its Services and obligations under this Customer shall sign any required waste manifests in conformance with all Agreement Is calculated based upon the foregoing limitations of liability,and government regulations listing Customer as the generator of the waste that SIEMENS has expressly relied on,and would not have entered into this 93 Customer warrants that prior to the execution of this Agreement,it shall Agreement but for such limitations of lability notify SIEMENS in wrltmg of any and all Hazardous Materials which to 7 6 It is understood and agreed by and between the parties that SIEMENS is Customers best knowledge are present,potentially present or likely to become not an insurer and this Agreement is not intended to be an insurance policy or a present at the Services site and shall provide a copy of any site safety policies, substitute for an insurance policy Insurance if any shall be obtained by including but not limited to lock-out and tag procedures chemical hygiene plan, Customer Fees are based solely upon the value of the Services, and are MSCSs or other Items required to be disclosed or maintained by federal,state, unrelated to the value of Customers property or the property of others on or local laws,regulations or ordinances Customers premises 94 Customer shall indemnify,defend and hold SIEMENS harmless from and Artfck&Lim/tatlonsofMafnte max Servke0bligadors against any damages,losses costs,liabilities or expenses(including attorneys' B 1 SIEMENS vnl not be responsible for the menteraree repair or replacement of fees)arising out of any Oil or Hazardous Materials or from Customers breach or Services necessitated by reason of (a) non-maintainable norrreplaceable or of or failure to perform Its obligations under this Article obsolete parts of the Equipment,including but not hinted to dxMrorK shell and tubes Article 10- Import/Export Indemnity heat exchangers calls,vat cabarets casings,refractory milenal,elecNplwmrg,water 101 Customer acknowledges that SIEMENS is rewired to comply with and pneumatic piping,structural supports cooling tower fl,slats and basins,etc unless applicable export laws and regulations relating to the sale,exportation,transfer, ohermse speaficaly slated herein a lb)negligence,abuse, misuse improper or assignment, disposal and usage of the Covered Equipment or, Services inadequate repairs or modifications,Improper operation lack of operator maintenance provided under the Contract, including any export license requirements or still failure to comply,with manufacturers operating and ewro,Ynental requirements Customer agrees that such Covered Equipment a Services shall not at any Ads of God or other reasons beyond itscorbd SIEMENS assumes no responsibility time directly or Indirectly be used, exported, sold, transferred assigned or for any seance Performed on any Covered Equipment other than by SIEMENS or its otherwise disposed of In a manner which will result in non-compliance with such agents applicable export laws and regulations It shall be a condition of the continuing 82 SIEMENS she]not be responsible for toss,delay ir$Iy or damage Oat maybe performance by SIEMENS of its obligations hereunder that compliance with caused by ancurnstances beyond its control irMlndng but not restricted to ads or such export laws and regulations be maintained at all times CUSTOMER omissions by Customer o its employees or agents Ads of God,war civil comarghon, AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY ads of govemmert fre,theft,corrosion flood water damage,lightning freeze-Itps, AND ALL COSTS, LIABILITIES, PENALTIES SANCTIONS AND FINES computer viruses, program or system hackers sfnkes, kxkais differences with RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS wormmen,nits,engmloslons,glarartlne restndions delays In transportation or shortage AND REGULATIONS of vetudes,fuel,labor a matenals Article l l Small Business Concern 83 SIEMENS is not resposibe for repairs,replacements or services to Equpmert 11 1 SIEMENS shall adhere to FAR 52 219-6 regarding the"Utilization of Small due to corrosion,erosion Improper or inadequate water treatment by others,eledrW>Ric Business Concerns' as part of Its Commercial Small Business Subcontracting or chemical action,or reasons beyond as reasonable control Agreement with the federal government SIEMENS' policy Is to offer small BA SIEMENS shall not be responsible for the removal or reinstallation of replacement business concerns including small disadvantaged businesses women owned valves dampers, watedlvw, and tamper switches, airflow, stations and arty otter small-businesses,HUBZone small businesses veteran owned small businesses permanently rrrovted integral pipe or air dud component Addtioray SIEMENS shag and service disabled veteran owned small businesses the'maximum practical not be responsibleforanyventing or draining of systems opportunity to participate in performing contracts let by any commercial entity, 85 WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP local government or federal agency Including subcontracts for subsystems, CUSTOMER TO ATTAIN REBATES Ai INCENTIVES FROM AVAILABLE assemblies components,and related services for major systems SOURCES OR ENERGY/FUEL COST REDUCTION CUSTOMER ACKNOWLEDGES THAT ANY REBATEIINCENTIVE 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 REBATESIINCENTIVES OR ENERGY/FUEL COST Siemens Industry,Inc,Building Technologies Division Service Only 2009 Siemens Industry, Inc 7/13/2011 Page 14 ' dvantage S 1111 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 January 1, 2010 through December 31, 2011 Please note Rates shown are for the period referenced above and are subject to change. Standard Straight Time Regular Overtime Sunday& Holiday Labor Rates: (M-F 8 AM to 5 PM) (M-F 5 PM to 8 AM, & Sat) excl Holidays Automation Specialist $179.00 $269.00 $358.00 Engineer $188.00 $281.00 $375.00 Mechanic $158 00 $263.00 $315.00 Preferred Customer Straight Time Regular Overtime Sunday& Holiday Labor Rates: (M-F 8 AM to 5 PM) (M-F 5 PM to 8 AM, &Sat) excl Holidays Automation Specialist $143.00 $215.00 $286.00 Engineer $150 00 $225.00 $300.00 Mechanic $126.00 $189.00 $252.00 Other Charges Sell Price BALI / FIS/SES Truck Fee" $50 charge per visit/call Mileage $95 per mile Minimum On-Site Charge non-TSP 4 hours Minimum On-Site Charge 2 hours Minimum On-Line Charge 1 hour Miscellaneous 2% of labor and materials for Automation/Fire/Security Miscellaneous 5%of labor and materials for Mechanical Siemens Industry, Inc 7/13/2011 Page 15 Addendum 1 to Goods&Services Agreement("Agreement") between City of Kent("Customer") and Siemens Industry,Inc.("SIP') Dated: August 31,2011 Customer and SII agree to modify the Goods & Services Agreement as detailed below Where the Contract conflicts with or differs from this Addendum, the provisions of this Addendum will control Notwithstanding anything herein to the contrary, no reference to or incorporation of any contract, specification or document other than the Contract and this Addendum shall grant rights to or impose any obligations upon either party relative to warranty, indemnity, insurance, delay, liquidated damages, payment or rights to drawings, computer code or other proprietary information The Contract is hereby modified as follows 1. Modify Section X Warranty as follows Remove "When defects are corrected,the warranty for that portion of the work shall extend for one(1)year from the date such correction is completed and accepted by the City" Siemens will provide a one(1)year warranty but cannot support an indefinite warranty WHEREFORE this Addendum modifies the Goods & Services Agreement between the parties dated August 29, 2011 and is incorporated therein by this reference The parties have caused this Addendum to be signed by their duly authorized representatives on the date first above written, and this Addendum may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument Customer Cit It SII Siemens Industry,Inc. Bysy �--_ Na Name a a CustName-JobNo. REQUEST FOR MAYOR'S SIGNATURE KENT Please Fill in All Applicable Boxes Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Reviewed by Parks Director Originator: Alex Ackley Phone (Originator): 5081 Date Sent: 4/9/2012 Date Required: 4/12/2012 Return Signed Document to: Rosalie CONTRACT TERMINATION DATE: 90 Days Written notice VENDOR NAME: Siemens Industry, Inc. DATE OF COUNCIL APPROVAL: Brief Explanation of Document: Goods and Services Agreement to provide support service for the APOGEE software for the HVAC systems in Kent City Buildings All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) z 6LL� Received: Approval of Law Dept.: APR Z01Z i Al Law Dept. Comments: K EW LAW DEPT Date Forwarded to Mayor: I ; . n Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: l I�1r _ 1`1i1 i Disposition:W/d1Z--�- r .� Date Returned: C's,