The URL can be used to link to this page

Home My WebLink AboutPK14-253 - Original - Siemens Industry, Inc. - Support Service for APOGEE Software - 10/16/2014 y# .. , RecordsYge r 2 KENT Dort rnenf 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. I i Vendor Name: Siemen's Industry, Inc. Vendor Number: 33599 ]D Edwards Number Contract Number: WIJ�7253 This is assigned by City Clerk's Office Project Name: Support Service for APOGEE software - HVAC system Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment X❑Contract ❑ Other: Contract Effective Date: 08/01/14 Termination Date: 07/31/19 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager. Nancy Clary Department: Par',..- Facilities Contract Amount: $21,766.40 Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 KENT WASHINOTON GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE between the City of Kent and Siemens Industry, Inc. I 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 51' Street, Issaquah, Wa 98029, Matthew Smart, (425) 281-2438 (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 May 13, 2014, which is attached an incorporated as Exhibit A. This contract will be for five (5) years beginning August 1, 2014. 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, 2019, III. COMPENSATION. The City shall pay the Vendor the annual amounts detailed on Exhibit A, not to exceed $21,766.40, including applicable Washington State Sales Tax per year, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule; l j GOODS &SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 1 (over$10,000.00, including WSST) �I The Vendor shall invoice the City quarterly for services provided: Year 1 8/1/2014-7/31/2015 $20,108.56 annually $5,027.14 quarterly Year 2 8/1/2015-7/31/2016 $20,510.44 annually $5,127.61 quarterly Year 3 8/l/2016-7/31/2017 $20,921.04 annually $5,230.26 quarterly Year 4 8/l/2017-7/31/2018 $21,339.36 annually $5,334.84 quarterly Year 5 8/1/2018-7/31/2019 $21,766.40 annually $5,441,60 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, I GOODS &SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 2 (Over$10,000,00, including WSST) i 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 Cltyor 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. I 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$t 0,000.00, Including WSST) i 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 be.... 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. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been. a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. 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 GOODS &SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 5 (Over$10,000,00, !chiding WSST) i 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. XV. MISCELLANEOUS PROVISIONS. I 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 I n 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. I 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 A reemerit. 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. GOODS & SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 6 (over$10,000.00, Including WSST) H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations, I. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code, 1 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. VENDOR: CITY OF K f' f Q � .. _ ey; B� v Y: - (signature) i - (signature) Print Name: wcea+osuavav Priftt Na re Suzette Cooke Its Its ' '-�"Ma or (rrtie) DATE: -J Zy- ! DATE: --- r NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Matthew Smart Alex Ackley, Facilities Superintendent Siemens Industry, Inc. City of Kent 22010 SE 51st Street 220 Fourth Avenue South Issaquah, WA 98029 Kent, WA 98032 (425) 507-4348 (telephone) (253) 856-5081 (telephone) 877-626-9335 (facsimile) (253) 856-6080 (facsimile) APP e ROVED AS TO F RM: r III i f J Kent Law Department Siemens_G$gAgreemenHortrdlnaryMa!ntenanc i GOODS &SERVICES AGREEMENT FOR ORDINARY MAINTENANCE - 7 (over$10,000,00, Including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY i i 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. �7 I +"Gl C By: l For: - RICNARD BURVANT Title: VICE PRESIDENT-MOUNTAIN PACIFIC TONE Date: i III EEO COMPLIANCE DOCUMENTS - 1 of 3 i 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. I EEO COMPLIANCE DOCUMENTS - 2 of 3 I i I I i 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. By: For: Title: Date: III i I i i I i EEO COMPLIANCE DOCUMENTS - 3 of 3 i • � yt I �� r �? I xf t it i i a�u I y. I ti t yM 5 { yS I 1 ti� Lv . { • � a3xV�j Y y1 I s 1 kid k[ i 1i1� 4 1 k S t P1 h ! Advantage Services I Ayree me nu Par City nr Kent May12,2014 >4 i 1` i i i Advantage Services /t�rAe menu for City or Kenx May 12t,2014 I i i i i Siemens Industry, Inc. 5l13l2014 Page 1 I I i i I - '"v s^tz ;p— ova" fiageflCYes ' O �, Table of Co nt.o nts Aa��ncaeA S�wma� 1 ail 1 Overview 3 1.1 Executive Summary 3 1.2 Current Situation 3 1.3 Proposal Benefits 3 2 Service Solution 4 2.1 HVACCONTROLSERVICES—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 B 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 I i I I I Siemens Industry, Inc. 5/13/2014 Page 2 I i 1 Overview 1 .1 Executive Summary i i 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 12 Current Situ at(un 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, 13 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, i • Project Manger labor discount 251111 from the standard rate • Specialist labor discount 25%from the standard rate • Mechanical]abor discount 20%from the standard rate • Siemens material discount 50%less 200h from list price i 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. I I I Siemens Industry, Inc, 5/13/2014 Page 3 l R�Uattt��`7 }Y'S✓7`��a�� s"'��?...�" ,�szhe.,F," ,.,_ x_ tea.-.��. _...ti...L...''_.+ i .:dd='a.��' E�`�� s'N�.-. � i c� p 2 S S ervl.e olution 2,1 HVAC CONTROL SERVICES — Au,_n m stl o n Approach Ssi,,.,, La.a 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. Parrorm.... Pa.k.,o 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 thatyour 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. 5/13/2014 Page 4 2.11 G.zt.m .rS.pp.,tSdrvl"Ta 0,ar or C...hi� ,. Through our individual Operator Coaching,we will review and reinforce learned skills, leading to greater operator knowledge and productivity. This service will insure your operators 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,assistyour operators in becoming more self-sufficient,and improve the skills of your operators to better meet the needs of your facility and their specificjob responsibilities. Under this agreement we shall provide (16) ho.,. of coaching,which will be conducted on normal business days and hours,during scheduled visits. 2.1,2 Tec h.ic.i SupP rt Sarvic ea Odn„N Sy.r.ms 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 customerT&M rates. .,.en.v Onml . Resaa„xa. (MondayehroughS,�d.y) 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 I'M 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. D.,. � &Da1. Re..v.ry 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. Fr q This service will be preformed approximately q oerxnriy during scheduled visits. Siemens Industry, Inc. 5/13/2014 Page 5 Df,..,.d S„",. ., .. Siemens will provide a trained and experienced automation specialist who will work under your direction. This time maybe planned and utilized to visit each Siemens controlled building 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 and/or modifying applications,sensors, points, panels and/or software where needed to improve building operation and performance. Included in this proposal are (16) n outs e o o., ny of specialist time to perform the services as requested,which will be conducted on normal business days and hours,during scheduled visits. C.ntrou_A e,yxwPI. ,1.m, Unitary and Terminal equipment can,by their nature,under-perform due toa 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 F,ay.o��Y: This service will be preformed (1) d.y annually. S.fz�... M• za a d.Through Software Analysis&Optimization,Siemens will help ensure that the FIVAC 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: j • Faster workstation response times • Increased alarm management efficiency • Increase system reliability • Enhanced graphics and programming Fq .o,,.y: This service will be preformed (1) d., annually. Siemens Industry, Inc. 5/13/2014 Page 6 I i fff I� -,a NMN_ 21,3 Syotom Porformnnca Up data cot Up prndos Sortwaro Uaantes, 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 S..�., license, Ft.,. Pa n e1 Up ara d Ea. 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 $2,000 d.,11A ra included to purchase replacement parts and upgrade retired controllers. I I I I I I I i I I I Siemens Industry, Inc. 5/13/2014 Page 7 i I 1 3 Service Implementation Platy r� I 3.1 HVAC Co ntrol Sorvices —Automation On-site Response T{ rne Sllvnr i i 1-800-952-6348 ono,. I.,.:nnoui 24 hours Ha��,orSar..ma 24x7 Ra as o„ea Wi„�«w 24x7 Sorew aye S�pao�e wee lapaaeaa Yes,with scheduled PM R&R Mop-.., Billable R&R L.ea. Billable Included(8 hoa�sj i i I II I' i Siemens Industry, Inc. 5/13/2014 Page 8 i � 3,2 Main Table Equipment Table SIEMENS Siemens Industry,Inc. Sub= Equipment Equipment Eq 'a' Category IlSember ontrol Systems Data Protection & Insight 3.X 4 -Summary Data Recovery ; B(U on-site Services(Times per year): Data Protection&Recovery Services(2} System 600 System 600 ALN FLN 12 ALN Controller , Services(Times per year);Preventative Maintenance(1) System 600 System 600 ALN MBC 40 3 i ALN Sarvice§(Times per year); Preventative Maintenance(1)�Software Ma Into nance (1) System 600 PWR MEC ALN System 600 ALN 1200 Il0 PB ! 2 I Services(Times Per year};`Preventative Maintenance_(1j:$oftwa[e'Maintenance(1) System 600 System 600 MLN Apg Svr-Grp 1 MLN Network Services(Times per year): Software Malnt6nghce(% System Software Support Insight 3.X 1 Performance i_ and Updates Adv Services(Times per year): Software Updale(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 FLN -CAP '200 i Services'(Times per,year):Controller An Program`(1) System Field Panel Field Panel 1 Performance Upgrades ($ USD) -, Services(Times pecyear): Field Panel Update($2,000)' SysALNtem 600 PXC System 600 ALN I MODULAR 2 Services(Times peryert Praventative Maintenance(1) Software Maintanance(1j Siemens Industry, Inc. 5/13/2014 Page 9 3,3 Service Tea m 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. Y,, ., A,.,, ad T..,. r S.'v(o P'.ra5.4 done is wn I "'c I.da: Sales Account Representative: Matthew Smart(425) 281-2438 Manages the overall strategic service plan based upon your current and future service requirements. Service Account Engineer: Nicole Perrault(425)281-9671 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: 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. 511312014 Page 10 nn�� AC�V'c}'t'If��e'a �G�S{,��'T`.�', `t Siemens Industry, Inc, 4.1 Signatur-e 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 0 511 21201 4 and the attached terms and conditions. D.,,ati.,,:This agreement shall remain in effect for an Initial Term of 5 Years beginning 8/1/2014 and from year to year thereafter. e tm a ts: Annual cost—invoiced quarterly Approved— Year 1 08/01/2014 to 7131/2015 $18,364 annually paid$4,591.00 quarterly Year 2 08101/2015 to 7/3112016 $18,731 annually paid$4,682.75 quarterly Year 3 0810112016 to 7/31/2017 $19,106 annually paid $4,776,50 quarterly Year 4 0810112017 to 713112018 $19,488 annually paid$4,872.00 quarterly Year 5 08101/2018 to 7/3112019 $19,878 annually paid$4,969.50 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 Matthew Smart Service Sales Executive Siemens Industry, Inc. 05/12/14 Signature Date Signature Date Approved for Siemens Industry, Inc. by: P.O.# Signature Date The customer acknowledges thatwhen approved by the Customer and accepted by Sur:(1)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"Agreemenn and(11)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. I i Siemens Industry, Inc. 5/13/2014 Page 11 i I i 4.2 l awns And Conditions Ali, SERVICE TERMS AND CONDITIONS(REV.10100} Included In the Services ere limited tonaninx,the proper wedding condition of Ankle l: General such Covered Equipment. SIEMENS MU not he obligated to provide 1.1 (a) This Agreement consiildes the entire, template and "elusive replacement Covered Friedment Iha represents signifleent capital agreement between the parties rolaling to tlrs seMeas ("Sdvsxms) to be Improvement compared to the original. Exchanged or removed components provided by SIEMENS and supersedes and cancels a➢ prior proposals, become the property of SIEMENS,except Hazardous Materials,Mich under agreements and understandings,Miller or oral,totaling to the subject matter of all circumstances remain the properly,and responsibility of Customer. this Agreement. Neither party may assign the Agreement or arty rights or 3.4 Unless agreed otherwise,SeMces do not Include end SIEMENS is not obligations hereunder without the prior wrilien consent of the other except that responsible for(a);(a)service or provision of consumable supplies,Including either party may assign lines A9raomcnt to Its affiliates and SIEMENS may bur not limited to batteries end baton cylinder charging;(b)reinsletatten or ,real o secudiy Interest In the proceeds to be paid to SIEMENS under this relceation of covered Equipment; (A) pointing or refinishing of Covered Agreement;assign proceeds of the Agmanand;Murder use subcontractors In Equipment or surrounding surfaces; Or changes to SimAces; (a) parts, perfornsnce of the SaMoes.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 willing,with the giant approval of the not fumiahed by SIEMENS;(U(agora to canlinuely ponlao Williams operating Legal Departments of SIEMENS and Customer and signed by duty authorized environment park ding,but not limited to,adequate space,ventilation,electrical officers ormenorma.of SIEMENS and customer, power and proteatlon from the elements;or(0)the removal or reinstallation of (b) NOIN Waves. ng contained In INS Agreement shell be comstmed to give any rights replacement es,dampers,waterflow switches,vening or dmiNng systems. At benefits to anyone other then Ibo Customer and SIEMENS without The SIEMENS Is not responsible for seMoea performed on any Covered express written consent of both parties.All provisions of this Agreement Equipment oiharthan by SIEMENS or Its agents, .tending mapimalbUty or liability belwden the parties shall survive the 3.8 The Services shag be performed Ina quit arccnslstent Win the degree of completion of the SeMces and termnaliob of its AgnaemeM. care and Audi ordinonly exercised by persons performing the same or similar (a)Certain terms and conditions contained herein may not spiry t,the SeMces SeMces In the same locale under similar eircumsiarcas and chansons. to be Provided hereunder. It Is Iha Intent of the parties,however, that the 3.6 SIEMENS shag perform the SeMcas during Its local, impact worming Irdal mullon to be given to the tetras end amisfi lerre Is to apply at tears and hours,unless otherwise slated In tNA Agreement, com llonA unless clearly lnoppicebla riven the time of Services Neludod. 37 SIEMENS Is not required to conduct safely or other lasts, Install or 1.2 Tuts Agreement shot be governed by and enforced in aceordimen,with the maintain any devices or equipment or make modlRcallons or upgrades to any laws of the Stele of Itiools. Any Uliga kin arising under this Agreement shell be equipment beyond the scope of this Agreement. Any request to change Ilia brought In the Stare or Gommottweegh In width Ora Sevens 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 hadias hereto. ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS 0.8 An repots and drawings slocif caly prepared for and deliverable to AGREEMENT, Customer pursuant to INs Agreement CDalivttab/ai)shall become Customers 19 Alterfie arPiruUm of the btUa Tem,Ws Apeamertshei ertasa0caymwxlar property upon fug payment to SIEMENS.SIEMENS may retain file copies of successive aw year mends beprstmg M the ercNersary dale of t»]dust Term uyess such Delverables. At other reports, notes, calculations, data, drawings, aletedomawfaet Um Ageaal estimates, spedamions, manuals, other documents and all computer fA ENsrpedy rceyteimrule aaaend WsAgreabwwt al l)p ep3aine lrAlal Thin programs,codes and computerized materials prepared by or for SIEMENS ere or el fiber end of A mawrel tom by Bring If other Party At land d;de,(60)days pia Instruments of SIEMENS'work('Insbumanle)antl shall remain SIEMENS wdltwr,nice ofsucin amenMwLs or Intent not to mne1M. property.Siemens conveys no license to software Wass otherwise esxperessy fS ih Ming a'wiWn gO days atgr Ole lira of pis Pgaenenq enterer epntgeS provided in INA Agreement, AU Detvembias and Nbstmemenis provided to aMeriEMEN3 employee w{q has pafairedwakuxkr Ws wary dherageernelt Customer are for Permitted users'use only for the purposes disclosed to between Cuslgrermvl SIEMENS,Cons.shad poySIEMENS an anlaat eµrallo SIEMENS, and Customer net not transfer them to others or nee them or Iha emp"is krosl aural salary, permit them to be used for any exlenston of the Services or any other purpose, Adlcle 2: Covered Equipment without SIEMENS express agile, consent. Any reuse of Deliverables or 2A 'Covered aguipmaur shag mean rim(equipment expressly identified us instruments for other projects or locations without the wriften consent of System Components In this Agreement.The Customer represents that et the SIEMENS,or use by any party other than Pennitad Users,will be at Permuted commencement of this Agreement all Covered Equipment Is In satisfactory Users'sole risk and Mutant t ibl➢ly to SIEMENS;and,In addllion to any other working condition and complies wlh all applicable codes, dghls SIEMENS may have, Customer shot Indemnify, defend and hold 2.2 If the fire or life safety system Is Included as pad of the Covered SIEMENS hmmless tram any claims,losses or damages arising therefrom. Equipment does not comply with ad applicable codas or if removal of any 3.0 Customer ecknowiedges that SIEMENS, in the normal conduct of Its Covered Equipment fromcoverage would compromise orlmpalrihatrtegdiyor business,may use concepts,slots and know how developed while pedom ng the compliance with law of any system or SeMces,and Customer fails to take other contracts.Customer acknowledges the benefit witch may cacao to It corrective action,than SIEMENS may terminate this Agreement without further though this practice,and Accordingly agrees that anything In this Agreement obligation and retain as monies received pursuant to this Agreement. notwihsland6g Stamens may continue, without payment of a royally, this 2.3 At lasting And Inspection of any Covered FRIaperant provided for In this America of using concepts,stets and knowhow,developed Mille pedomdng this Agreement Mlt be performed at the Ome and place and in the manner deemed Agreement. appropriate by SIEMENS, lu accordance with Applicable law and the 3.10 Whom Sevices Vehicle emerge'consulting, any estimates of probable regdremenis of than currant National Fire Protection Assoolallon("NFPA") amunimctin or Mpiamenlaton costs,Menial evaluations,feasibility studies or guldelines If epptcable, and other relevant standards. Customer is solely economc analyses prepared by SIEMENS,the documents prepared for the responsible for,and hereby indemnifies and holds SIEMENS ounces from Customer wit represent SIEMENS' best lodgment based on SIEMENS' and Against, any rabidly arising from Customers speaifiaellon of a testing oxpenelmce and the Information reasonably available to SIEMENS at the time schedule other than then current NFPA or other applicable standards at laws. that the SeMces are perpetrated.Customer acknowledges Sal SIEMENS does 2.4 If Ilia Covered Egapmont Is shared or moved by any armed Including not contra:(a)Ilia costs of labor,materials,equipment or serst fandshed by Customer,other than SIEMENS or a person authorized by It,customer staff others; (b) overall marked conditions; or, (a) conlraelota' methods of Immediately notify SIEMENS In waiting,and SIEMENS reserves Ilia fight to determining prices.Accordingly.Customer acknowledges that proposals,bids perform a maceapance test on,or,If necessary,a recommadin ng of the or actual costs may differ from opirdons,evaluations or studies submitted by system at Customer's expanse. Reaccaporre tests will be petforaed in STEM ENS no port of the Services provided hereunder, accordance with than aware NFPA or other appteabe,requirements, and 3,11 Where SeMcas InAto EMC,SIEMENS wit have a disaster recovery charged on a time antl materials basis. plan and a disaster contingency plan. Ad/a103:SioWmahy SIEMENS Ali/c/a4:Respensllighlesof Customer 3.1 SIEMENS shag only perform the SeMces identified In(tug Agreement. 4.1 Customer,vtihhuf cost to SIEMENS,shell: 3.2 SIEMENS shag have no liability or otrouton to continue providing (a) Designate a contact person Win amhorily to make decisions for customer Services In the event Customer falls to(a)Armando a reacceprance test or regarding the Services and provide SIEMENS with infomation sufficient to recommissioning that SIEMENS reasonably deems necessary,. ad rally contact such parson In an emergency. If such representative cannot be SIEMENS of any modifications or changes to Iha Covered Equipmea or reached, Any request for Services received from a person located at unusual or madedaty changed operating condtllons,hours of usage,system Customers site writ be doomed authorized by Customer,and SIEMENS will,in malfunctions or balding ahemgons that may affect the Stevens;(a)provide the Its reasonable dlscm(WI,eat aecordlngly; access to any silo where Services ere to be performed;or(d)operate,seMca (b) Provide or orrange without cost ell reasonable provisions,moons and or maintain the Covered Equipment in accordance win manufacturets at access for SIEMENS to any site and the equipment where services are to be suppllers Insmations or this Agreement.After any of the afomsold events performed; SIEMENS may Inwards, or suspend seMces under this Agreement Immediately,upon glen,notice to Customer, (A) Permit SIEMENS to control And/or operate all controls, systems, 7 3.3 Any repairs and replacements of Covered Equipment as maybe expressly apparatus,equipment and machinery necessary to perform(he SeMcas; Siemens Industry,Inc„Building Technologies DIVISIOn Service Only 2009 I Siemens Industry, Inc. 5/13/2014 Page 12 it ng cv i 4 w ig 4y dptd9 { i e us .= (d) FumJsh SIEMENS with fig available Informs llon partial to the Services; mmount under this Agreement.Customer shall reimburse SIEMENS'costs and (a) Obtain and fumish to SIEMENS all approvals,Mardis and consents from expenses including reasonable attorneys'and witnesses'fees)Incurred for government euihonlles and offers as may be required for performance of the colieellon under this Agreement.It Customer disputes any portion or all of an Services except for those SIEMENS has expessy,agreed in wilting to obtain; Invoice,It shall notify SIEMENS in waling of the amount In dispute and file (1) Maintain the Services silo In a safe condition;notify SIEMENS promptly reason for its disagreement within 21 days of receipt of the invoice.The of any site conditions roquldng special meta;end provide SIEMENS with arty undisputed Fallen shall be paid when due,and interest on any unpaid Mention available documents describing the pull lly,nature,location and extent of such shall surge as aforesaid,from the dale due unfit pall,to the extent that such conditions; amounts are imagy,determined to be payable to SIEMENS. (a) Comply with all laws and provide any notices required to be given to any 5.4 Except to the extent expressly agreed In this Agreement,SIEMENS'fees government eidhodilas In connection will the SeMcas,except such Marcos do not Include any taxes,excises,fees,duties,careful or other government SIEMENS has expressly agreed in this Agreement to give; charges related to the Services.Customer shah pay such amounts or reimburse (it) Provide SIEMENS Min Material Barely Data Sheets(MSDS)confomgng SIEMENS for any amounts it pays. If Customer claims a lax exemption or Io OSHA requirements related to at Hazardous Materials at the silo which may direct payment permit, It shell provide SIEMENS With a wild exemption Impact the Radical; certificate or permit and Indemnify,defend and hold SIEMENS harmless from ! (1) Furnish to SIEMENS any astringency plans related to the site; any taxes,costs and penalties arising out of same. d) Finnish the specified operating ernfronm ed,Including annual Imitation, 6..6 Unless agreed otherwise,the pacing for each year after the Initial Term of suitable,clean,stable,property conditioned electrical power and other Nigger; the Agreement and each year of each renewal of the Agreement shall be ! (it) Moral.all Covered Equipment In good working order In compliance sigh determined as the immadlalo prior year price plus a price escalator based upon as applicable laws and access,repair and replace all Covered Equipment as the U.S. Department of Labor,Bureau of Labor Sagalias Urban Consumer necessary,and, Price Index-AA Urban Consumers U.S. All Items,1882-1984=100 CCPFUy. (1) Potion Inspections ontl fasts as Indicated in the Life Sorry System In addition, each renewal term pricing shell be adjusted for any adallons or Logbookand record same In the Life Safety System logbook, delellons to Services selected for the renewal term.The price escalator shag be 4.2 Customer acknowledges that the IechNcal and prising Information herein Is the latest semi-annual CPI-U Identified above published prior to each annual p medelary to SIEMENS and agrees not to disclose or otherwise make It replacement.This escalator shall be applicable to each annual term,whether a available to others, renewal term or an annual term offer the first year of the Initial Term, 4.7 Customer acknowledges that ll is now and shall beet all times In control of Action,6a Changer Delays;Excused Porfomtanco the Services site.SIEMENS all not have any responsibility day or eutholty, 6.1 As the SeMces are performed,eondtions may change or circumstances ! to direct,supervise or oversee any employees of contractors of Customer or outside SIEMENS'reasonable addict(such as changes of law)may develop their work Or to.provide the means,methods or sequence of their work or to Mich require SIEMENS to expand additional costs,effort or time to complete stop their work.SIEMENS'work anchor presence at a site shall not agree the Services,in which case SIEMENS shall notify Customer and an equitable others of their responslh@ly to Customer or to others.Except as expressy aBjusimenl made to the compensation and time for performance.In The event provided herein,SIEMENS Is not rospmnslbio far the adequacy of the health, eondllons or circumstances require SeMcas to be suspended or handy gtod, safety or security programs or prosperous related to Customer's or It other SIEMENS shall he compensated for Services performed end for costs eoametors'ecflNlim or dpa sties;the work of any other person or entily;or reasonable Incurred In connection with the suspension or tandmlion. Customer's site condtilmuc SIEMENS Is ant responsible fa Inspecting. 6.2 SIEMENS shall not be responsible for loss, delay, i",damage or observing,reporting or cerreeMg health or safety conditions or deficiencies of failure of performance the(may be caused by circa rounces beyond its control, Customer or others at Customers site.So as not to discourage SIEMENS Including but not limited to acts or omissions by Customer or Its employees, from volunmdy addressing such Isma%In the event SIEMENS does make agents or coniraclars,Acts of God,wer,chil commotion,acts or omissions of observations, reports, suggestions or ofhervAse regarding such Issues, government authoritlas,fire,iheg,corrosion,flood,water damage,lightning. SIEMENS shag not be liable or responsible for come, freezaupes, sales, lockouts, differences whir woriamr, dal, explosions, 4.4 Except as expressly stated In this Agreement, Customer Is solely quarantine restrictions,delays In transportation,or shortage of vdhleles,fuel, responsible for any removal,replacement or reflnishing Of the buliding structure labor or materials.In the event of any such circumstances,SIEMENS shag be or gushes that may be required to perform or gain access to the Services, excused from performance Of the SeMces and the than fa performance shall 4.5 Customer alone shag act to protect life and property from the time a polder be extended by a parlor equal to the time last pigs a reasonable recovery or fur system failure occurs until SIEMENS notces Customer that such system period and the compensation equitably adjusted to compensate for edglioreal Is operational or Iha emergency has been cleared.caslamer'a actions shall costs SIEMENS Incurs due to such olrcuastanms, Include all appropriate handful safety precautions (such as a manual 'Tre Angola 7.Warranties;Disclaimers;thalankil ofLlaoAily, Mich'). SIEMENS shall have no obligation to provide guards,tire watch U Labor In pattorming the Services Is wartenled to be free from defects In personnel,Or other services following a system forum,except Gardens as are workmanship for 90 days after the SeMcas are performed. All labor provided creditably provided for in this Agreement. by SIEMENS hereunder found to be defective and amended qua;IyNg under 4.6 Customer shag net attach to the system or Covered Equipment any device this werreny shag be re-perfomed by SIEMENS. Such rupedonmance that Interferes with the SeMcas or the proper operation of the system or hereunder shall not Interrupt or prolong the terms of this warranty. In rho event Covered Equipment, that any such reduarfamance fails to cure such defects, men Customer's Axel fir Comparisons,, exclusive already against SIEMENS for damages from any cause whatsoever, 5.1 Annual Foes)shell he adjusted for each year alter the final year of the whether In contract or tort,shall not exceed an amend equal to the Imitation set Initial Tenn pursuant to the agreed Price Adjustment hereto and incorporated forth in Section 7.6 herein. herein. Unless mileme ar agreed In wriflag,this Agreement Is not cancelable L2 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, 5.2 Payments to be condo under Ws Agreement wig provide ten and be In EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL carodzegm of only SeMces spediaafy keckded under the Proposed SOMAon All EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR dlsr SeMcas,lurefun rg bit real failed to the fotagng,star be sefmmelay MW or FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY, OR saindamed an a tlme and raterge bets;(a)emergency Services performed at WORKMANSHIP,ALL EXPRESS OR IMPLIED WARRANTIES AGAINST aetomers request,If inspection does not revel cry diodsopy weeted by this PATENT INFRINGEMENTS OR DEFECTS, WHETHER HIDDEN OR ou;and jcement;ro) 'ceper(mredge erfipinndrwt ar grant;makfixe,performed Prior for eredrryiNsAg e epn, TO COMPLIANCE SIEMENS-equal Mcil APPARENT, EXPRESS THE IMPLIED WARRANTIES EQUIPMENTIWITH WTHP ECT THE 6.3 SIEMENS shall Invoice Customer as provided In this Apoemon,or If not REQUIREMENTS of ANY LAW, REGULATION, SPECIFICATION OR expressly provided,than on an arcala basis prior to the Start Date and Untily CONTRACT RELATIVE THERETO,WHICH ARE HEREBY EXPRESSLY thereafter on the anniversary of such Slag Date.Invoices Ore due and payable DISCLAIMED. net cash upon receipt Ualess Customer has applied and been approved for 7.3 Customer hereby,for It and any padres claiming under It,releases and credit Win SIEMENS,in which case the invoice 1s payable within 30 aolendar discharges SIEMENS from any Nablliy adsing out of ag hazards covered by days of receipt by Customer or as Otherwise end forth In this Agreement.Ifsny Customer's Insurance,and aM claims against SIEMENS adsing out of such payment Is not received when due,SIEMENS,may deem Customer to be In hazards.Including any right Of subrogation by Customer's Insurance center,am breach hereof and may enforce any Mail socia le to it hereunder a at hereby waived byOosmmer. law,Including without gmtiatler acceleroflon of payments and suspension or termination of SeMces at any time and without notice,and shag be ardfied to 7.4 ANY IDEAS, SUGGESTIONS, RECOMMENDATIONS, FINANCIAL compensation for Services previously performed and costs reasonably Insured EVALUATIONS, FEASIBILITY STUDIES OR ECONOMIC ANALYSIS In emneciion with the suspension or mmunraion.In the event that any payment PREPARED BY SIEMENS UNDER THIS AGREEMENT WILL REPRESENT due hereunder 1s not paid when due,Customer agrees!to pay,upon demand, ITS BEST JUDGMENT BASED ON ITS EXPERIENCE AND THE as a fate charge,one and ono-haif percent N.5%)of the amount of the payment AVAILABLE INFORMATION. CUSTOMER ACKNOWLEDGES THAT THE per month,@raged by the maximum rate real by law of each overdue ENERGY MARKET IS VOLATILE AND SUBJECT TO FREQUENT PRICE Siemens industry,Inc.,Building Technonglas Division Service Only 2009 Siemens Industry, Inc. 6/13/2014 Page 13 xtx.,�"..� >�r�_`?T't,. ,v. .� _ "__`___ _ ._`_i"• �. s..u�dkr��}TYL3:sT a`e'^'y AND REGULATORY CHANGES,THEREFORE, CUSTOMER FURTHER REDUCTIONS THAT MAY BE AVAILABLE TO CUSTOMER. FURTHER, ACKNOWLEDGES THAT MEMENSDOES NOT CONTROL FUTURE CUSTOMER HEREBY RELEASES SIEMENS FROM ANY AND ALL MARKET CONDITIONS ORTHE ENERGY MARKETS 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. NOT PROVIDE CUSTOMER A GUARANTY OR WARRANTY OF THE Adflehil:Hazardous Materials Pmvlslans RESULTS OF SIEMENS' RECOMMENDATIONS. CUSTOMER 9A The SeMces does not include directly ormdireallyperforMng cambering MAKESANY AND ALL ENERGY PROCUREMENT AND RELATED for the defection, monitoring, Denying, 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 f CUSTOMER'S SOLE RISK, no asbestos or any other hazardous or toxic materials, as dented In the b5 WITH RESPECT TO ANY LIABILITY(WARRANTY OR OTHERWISE) Comprehensive Environmental Response,Compensation and LiabOy Act of THAT SIEMENS MAY HAVE UNDER THE AGREEMENT,IN No EVENT 19sm, as emended, the regulations promulgated (hereunder, and other SHALL SIEMENS BE LIABLE(INCLUDING WITHOUT LIMITATION,UNDER applleable (adored, slate or local law ("Hazardous Materleis"}, present at j ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, CuslomaFs 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 All SeMces have been priced and agreed to bySIEMENS PROFITS ANWDR LOST BUSINESS OPPORTUNITIES)ARISING OUT OF in reliance on Customer's representations as sat loon in this Article. The OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES presence of Hazardous Materials eansiliules a change in ihls Agreement WHETHER ARISING IN WARRANTY, TORT, CONTRACT STRICT whose [arms must be agreed Upon by SIEMENS before Its ollhatons LIABILITY, OR ANY OTHER THEORY OF LIABILITY, WHETHER, FOR hereundershegsocial WARRANTY, LATE OR NON-DELIVERY OF ANY SERVICES, AND 9.2 Clinical Is sOloty responsible for tasting, abating, encapsulating, WHETHER SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF removing,remedying or neutralizing such Hazardous Melerlals,and for the SUCH DAMAGES;and,In any event,81EMENVInggregate giddily forany and costs thereof.Customer is tesporoAdefor the preperdlsposal of as Hazardous eg claims,losses or expenses (naiuvng attorneys fees)arising out of this Materials and Oil that at any time are present at the SeMces site In accordance Agreement, or od of any SeMces furnished under this Agreement,Mother with all applicable federal,slate,and local laws,regulations,and ordnanoes. based In contract, negligence, sidot Inbillry, agency, warranty, trespass, Even If change order has been entered Into pursuant to this Article,SIEMENS Indemnlry,or any other theory of gabiRA shall be gmaed,as FbIdnad damages, shag have Iha dent to stop Iha SeMces until the silo Is free from Hazardous to the greater of $1,000 or 10% of the total compensation received by Materials.In such event,SIEMENS shall receive an equitable synodical oftime SIEMENS((am Customer under this Agreement.SIEMENS reserves the right to complete the Services,mid compensation for delays caused by Hazardous to control the defense and settlement of any claim for which SIEMENS has an Materials embedding,ding,In no event shad SIEMENS be required or omslmed to obligation under the warranty hereunder.The paellas acimowietlg.that Use price take title, ewmemNp or responsibility for such Of or Hazardous Materials, when SIEMENS has agreed to perform its SeMces and obligations under this Customer shag sign any resulted waste manifests In conformance MID all Agreement Is caieuinted based upon too foregoing limitations of liablfy,and govemmunt regulations,fisting Customer as the generator of Live waste, that SIEMENS her expressly reined on,and wench net have ordered Into this 9.9 Customer warrants that,prior to the avoiding of this Agreement,It shall Agreement but for such gmlmgons of Mege, notify SIEMENS in writing of any and all Hazardous Materials which to 7.6 It is understand and ugreed by and between the parties that SIEMENS is Customera host knowledge are present,potentially present or likely to become not an Insurer cad INS Agm.mm$Is not Intended to be an Insurance polay or a present at the Services site and shag provide a copy of any site safety Policies, substitute for an Insurance repay. Insurance, if any, shag be obtained by Including his not gilled to lock-out and tag procedures,chemical hygiene plan, Customer. Fe as are based safety upon the value of the Services, and are MSDSs Orotherlierns requlredte be disclosed ormaintalned byfedereh,slate, unrelated to the value of Customer's property or the property of others on or local laws,regulations or eminences. Customers premises. 9.4 Customer shag Indemnify,defend and hold SIEMENS hamgesa from and Ar ke".tbnllarbnsdMafnfe+ranre a3erv@e ob id de a against any damages,losses,costs,g tallites a expense.(mciagng attorneys' tit SIEMENS wit raa'be resporeJbo(a live malderence,mpairalapacelrrtkof, fees)arising out of any Oil or Hazardous Materiels or from Customer's breach a Sachems rieeassliefed by reason of (a)naSmhiafretAe,nersrep'eceaMe or of,orfailumto pedom,its obligations wider gas Article. obsolete parts of he Egdpmeat,Including but no brand to ducMavk shel and hoes, Ardcle f0:Impart/Export Indemnit heat excha,geof xis,Wl courves,exsbge,refmdav,=totall etMricah wiring,water 16.1 Customer acknowledges that SIEMENS Is required to comply with and Proposes piping,stlodurw Myriads,seeing power fit,Mats and solid,do.viers eppp itice export laws and regulations relating(a the sate,exportation,transfer, olMxwlse spedboRy staled Won; or(b)dogronre,ease,much,,frrysopu ce assignment, disposal and usage of the Covered Equipment a SeMces Inadegele opals a cooperators,brpepw npgnga>,lack of oper.ia maintenance preceded antler the Contract, Including any export ]face. fequimmeNs, asWl,faAre to ossia ith newhadvets opeagng and wMRxirr,wiairegdremeds, Customer agrees that such Covered Equipment a Sarvlees shall not at any Ads of Gotl,adFxYmasms boyeMascatrd.DIEMENSassnmesnamspanlNiy time directly or Indirecly be used,axxpponed, sold, transferred, esslgned or teary,ends.performed m any Covered Egvptund ch,w item,by SIEMENS She o@emvlso disposed of In a manner wi0eli wig rerun In newcompgenca with such .gains, applicable export laws and regulation. It shag be a condition of the endlnufng 02 SIEMENSahsl not be respardYe for less,delay,b ary or darrege that maybe performance by SIEMENS of Its obligations hereunder that compliance with caused by dedo"a des beckel Its central locau lg W rd recorded to ads a such export laws end regulations be maintained at all Ilme% CUSTOMER missions by Culanarails enployees or agents,Arts of God,war,eMtcmmNJen, AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY ads of govrsm,ei,tiro,[hest.apms[m,toad,water damage,ggbtre,fieezorps, AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES mrtTnier'Ames, program a system hadtets, dikes, odaods, dgermcas with RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS weror es D.K.Makesims,gaean'ire reshicilon,delays In bmisportatim,breeders, AND REGULATIONS. ofvefldes,fuel,aboramatedu6. Article tt:Small Business Cancer, SA 91EMEN5larat respatNLie la repdro,epiacemeds aseMces to Eµigment ibf SIEMENS shag adhme to FAR 52.21"tagerdng the*Utilization of Small rile fa cprosim,wodon,Iuproperalredequatevralerlreatrneri tyothws,dadr4hgq Business Concerns*,as pad of Its Commercial Small Business Subcontracting ord,amooludim,ce havembeyaxlisree nobarca4d. Agreement win the federal government, SIEMENS'policy Is to offer small 64 SIEMENS Sal ndtemspamtb forge reuavalardnxi{efagonnirep§cenrvi business concerns,including smog disadvantaged businesses,women owned varess, dampens,wsterfkrw and few svAdies, Hardy,strams, end any,dt,er small businesses,HUBZone small businesses,veteran owned smell businesses pelmaneriy,masted Integral ripe a Or dad mnrodont Ad3gmay,SIEMENS seat and service disabled veteran owned smog businesses,the'madmum practical not bad respaWds famryvedlrg or drdng ofaysrmies oppodontiy to pargolpa(e in perforating contracts Lek by any oommerclei entity, US WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP local govemment or federal agency,Including subcontracts for sobsyslems, CUSTOMER TO ATTAIN REBATES AHD/OR INCENTIVES FROM AVAILABLE Resizing",components,and related SeMces for major systems. SOURCES OR ENERGYIFUEL COST REDUCTION, CUSTOMER ACKNOWLEDGES THAT ANY REBATEANCENTIVE OR ENERGY/FUEL COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER IS GRANTED BY A THIRD PARTY OUTSIDE THE CONTROL OF SIEMENS. I CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILL EITHER ASSIST CUSTOMER OR ENDEAVOR ITSELF TO OBTAIN ANY AND ALL REBATESANCENTIVES OR ENERGY/FUEL COST REDUCTION AVAILABLE,SIEMENS DOES NOT GUARANTEE THAT IT WILL OBTAIN OR APPLY FOR ALL REBATESANCENTIVES OR ENERGY/FUEL COST i Siemens Industry,lnq,Bulling Technongles Dlvlslom Service Only 2009 i i Siemens Industry, Inc. 6/13/2014 Page 14 j I i f1 i Appendix A, Discounted Labor & Mace rl a I 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, i Siemens Industry, Inc. ! i Rates effective from Januafy 1, 2014 through Deo©nib er 31, 2014 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 $186.00 $280.00 $373.00 Engineer $213.00 $319.00 $425.00 Mechanlc $174.00 $261.00 $348.00 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 $149.00 $224.00 $298.00 Engineer $170.00 $266.00 $340.00 Mechanic $139.00 $209.00 $278.00 Other Charges Sell Price BAU/FIS(SES Truck Fee** $60 charge per vlslt/call Mileage $1.00 per mile Minimum On-Site Charge non-TSP 2 hours Minimum On-Site Charge 2 hours Minimum On-Line Charge 1 hour Miscellaneous 2%of labor and materials for Automation 1 Fire f Security Miscellaneous 5%of labor and materials for Mechanical Siemens Industry, Inc. 5113/2014 Page 15 I EXHIBIT B ! INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance I The Contractor shall. procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or In connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles, Coverage shall.be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability Insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability Insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 1185 or a substitute endorsement providing equivalent coverage. 3, Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington, B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability Insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 1 I EXHIBIT B (Continued ) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with It. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as on additional Insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim Is made or suit Is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. I E. Verification of Coverage -- I Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, Including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of . the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. i I AG®® CERTIFICATE OF LIABILITY INSURANCE GATE(MWD 09t11f2014 YYY 01d 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 endorsements). PRODUCER NCIOAV CT MARSH USA,INC. PHONE FAX 445 SOUTH STREET q oaaess Ub Rue,No: MORRISTOWN,NJ 07960-645-0 INSURERS AFFORDING COVERAGE NAICN 100129-6-7BA-SBTt-13114 630 Shaver NOC90 INSURER A:HDI-Gerling America Insurance Company 41343 INSURED SIEMENS INDUSTRY,INC,INCLUDING INSURER 9:Travelers Property Casualty Co.ofAmerica 25674 BUILDING TECHNOLOGIES DIVISION INSURER C:The Charter Oak Fire Insurance Company 25615 1000 DEERFIELD PARKWAY INSURER D:_ ,_,,,,,,,, BUFFALO GROVE,IL 600894513 INSURER_E_: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-006200813-09 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 A DL BR POLICY NUMBER MOLICYEFf MOODY"P LIMITS LTft II NTEO A GENERAL LIABILITY GLD1110105 10101/2013 10101/2014 EACHOCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAM G Sf occurr 1,000,000 P E G Ea occurrence $ CLAIMS-MADE 71 OCCUR MED EXP(Any one person) $ 100,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 10,000,000 rGENWILGREGATE LIMIT APPLIES PER: PRODUCTS-COMPfOPAGG $ INCL ICY PRa Fj LOC I$ B AUTOMOBILE LIABILITY TC2JCAP7440L34AI3 10101/2013 10/01/2014 COMBINED SINGLE wGLE LIMIT 2,000,W0 Ea accitleM $ X ANYAUTO BODILY INJURY(Perperson) $ NIA X ALL OWNED SCHEDULED BODILY INJURY(Per accident 8 AUTOs Auros ) NtA NON-0WNED PROPERTY DAMAGE $ NIA X HIREDAUTOS X AUTOS a accident $ A X UMBRELLA LIAB X OCCUR CUD1110205 10/01 013 110/01/2014 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE S 2,000,000 DEC RETENTIONS $ C WORKERS COMPENSATION TG20U87440L27113(ADS) 10101/2013 10/01/2014 VVD s7ATT- OTH- AND EMPLOYERS'LIABILITY B ANY PROPRIETOR/EXCLUDED? YIN TRJUB7440L28313(AZ,MA,OR&WI) 10/0112013 tOg1l2014 E.L.EACH ACCIDENT $ 1,000,0OFPICE00 B (Mandatory In N R EXCLUDED9 NIA TVVYJUB7440L33813 OH&WA 10/01/2013 10MI12014 (Mantlalory in NH) ( ) E.L.DISEASE-EA EMPLOYE 3 1,000,000 ' Il yes,descdlse under ""$500K LIMIT t$500K SIR"" 1100% 00 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS/LOCATIONS t VEHICLES(Attach ACORD 101,AddlUonal Remerks Schedule,if more space is required) RE:2600029846 SEEATTACHED CERTIFICATE HOLDER CANCELLATION CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN:CONTRACT ADMIN THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2204TH AVE S ACCORDANCE WITH THE POLICY PROVISIONS. KENT,WA 98032-5838 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee _Yst� 13*t..a,.tr_-.u,n - ©1988-2010 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 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 60089A513 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS i THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance I i RE:2600029846 i THECITYOFKENTIS INCLUDEDAS ADDITIONAL INSURED UNDER THE ABOVE REFERENCED GENERAL LIABILITY AND AUTOMOBILE LIABILITY INSURANCE POLICIES AND THE COVERAGE AFFORDED THEADDITIONAL INSURED UNDER THESE POLICIES SHALL BE PRIMARY AND NON-CONTRIBUTORY INSURANCE TO THE EXTENT THATA CLAIM ARISES FROM THE NEGLIGENCE OF SIEMENS INDUSTRY,INC.OR ITS SUBCONTRACTORS W LH RESPECT TO ALL OPERATIONS OF THE INSURED BUT ONLY WITH RESPECT TO ALL WORK PERFORMED BYAND ON BEHALF OF THE NAMED INSURED,SIEMENS INDUSTRY,INC.FOR CERTIFICATE HOLDER UNDER CONTRACT, THE OWNER AND CONTRACTOR WAIVE ALL RIGHTS AGAINST EACH OTHER ANDANY OTHER CONTRACTOR,SUBCONTRACTORS,SUB-SUBCONTRACTORS,AGENTS,AND EMPLOYEES,FOR DAMAGES OR INJURIES CAUSED BY PERILS TO THE EXTENT COVERED BY INSURANCE,EXCEPT SUCH RIGHTS AS THEY MAY HAVE TO PROCEEDS OF SUCH INSURANCE HELD BY THE OWNER AS A FIDUCIARY. 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, I I I� ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. I The ACORD name and logo are registered marks of ACORD i HDI-GERLING AMERICA INSURANCE COMPANY MANUSCRIPT EN DO RSEM ENT#34 III Policy Number Named Insured III, GLD11101-05 SIEMENS CORPORATION i Policy Period: Inception(M-D Y) Expiration(M-D-Y) Effective Date and Time of Endorsement 10-01-2013 10-01-2014 10-01-2013 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 am ended to include as an insured any person whom you are required to add as an additional insured on this policy under a written agreement,The insurance coverage provided to such additional insured applies only to the extent required 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 ofthe 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 agreem ent specifically requires this insurance apply on a primary and non-contributory basis this insurance is prim ary 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 term and conditions of the policy remain unchanged. THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN. Page 1 of 1 4� City Kent • Businesss License KENT WASHIN6'f ON 1 SIEMENS INDUSTRY,INC. 8440 ALLISON POINTE BLVD,STE 300 INDIANAPOLIS,IN 46250 a i Please tear at perforation BUSINESS LICENSE Per ROW 82.14 local sales and usee tax must be coded LICENSE MUST BE RENEWED ANNUALLY BY No,1715 for all qualified • JANUARY 31 TO AVOID PENALTY sales within the city of TIssuance of License Does Not imply Licensee's Kent. wA s H,N o.o N Compliance with State and Local Laws THIS LICENSE MUST BE POSTED IN A CONSPICUOUS Year : 2014 PLACE.NOT TRANSFERABLE OR ASSIGNABLE i NAME AND ADDRESS OF BUSINESS BLOC-2130028 DUCHARME,MCMILLEN&ASSOCIATES MAYOR 8440 ALLISON POINTE BLVD STE 300 The City Of Dent INDIANAPOLIS,IN 46250 At 2204TH AVE SO KLNf,WASMGTON99032 i SIEMENS Industry I I I I April21st, 2014 I I Mr. Alex Ackley City of Kent Re: Siemens Automation System Support Dear Alex: This is in regards to the required ongoing service and support for the Siemens Automation System which serves most of the City of Kent Facilities. Modular Building Controllers'or MBC field panels are proprietary HVAC equipment and that are not made available to other vendors. Siemens is the only company that can provide service and support to Siemens manufactured equipment. This equipment is very technical in nature and requires factory trained service technicians with access to technical service bulletins and regular system updates to insure proper operation and reliability. Accordingly, software updates are only available through the local Siemens office and can only be installed by Siemens service technicians Warranty coverage for our ongoing project work on site is contingent upon proper maintenance and system updates performed by factory trained personnel. Only Siemens field technicians are factory trained personnel and qualified to perform system updates. As a result, ongoing service and support on the Siemens Automation System can only be provided by the local Siemens office. Sincerely, Matt Smart Account Executive I Siemens Industry, Inc. 22010 BE 51� St. Tel: (425)507-4300 Building Technologies Division Issaquah,WA 98029 Fax:(425)507-4350 USA