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CAG2019-442 - Original - Siemens Industry, Inc. - APOGEE software for HVAC Systems - 08/01/2019
Agreement Routing Form • , ,� KENT For Approvals,Signatures and Records Management Director D WASHINGTON This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Manager initials Originator. Nancy Clary Department: Parks Date Sent: 10/14/2019 Date Required: 10/21/2019 R > Authorized N/A 0 Nd Di Date of Q, to Sign: Council QMayor Approval: Budget 54006900.64190.5800 11 Grant? Yes a No Account Number: Type: N/A Vendor or Name: Siemens Industry, Inc. Cate 9 y: Contract c Vendor 33599 Sub-Category 0 Number. F Project Name: HVAC APOGEE Software & Technical Support 0 CProject Provide heating,ventilation and air conditioning APOGEE software support for multiple city buildings as well as provide technical �.. Details: support and services of the HVAC systems as necessary.Siemens Industry,Inc.is a sole source provider for APOGEE software. C Agreement Basis for $46,922.00 Selection of Other Amount: Contractor: Q Start Date: Termination Date: 07/31/2021 Notice required prior to Yes No Contract Number: disclosure? DateRF.4 I V\YO E D Comments: � lam✓, 0 0 , N °' KENT LAW DEFT. %OMIVED L. 3 r R Date Routed to the Mayor's Office: Date Routed to the City Clerk's Office: City of Kent /C"b7�� Office of the Mayor Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373_6_19 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 K It=.N T w�s,,,I,o.�� GOODS & SERVICES AGREEMENT 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 Washington, located and doing business at 15900 SE Eastgate Way, Ste 200, Bellevue, WA 98008, Matt Smart, 425 281-2438, Matthew.Smart@Siemens.com (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 technical and system support services for APOGEE software for HVAC systems in City buildings located at various addresses in the City of Kent, in accordance with the proposal dated July 27, 2019, which is attached and incorporated as Exhibit A. This will be a two (2) year agreement beginning August 1, 2019. Although Exhibit A includes Vendor's "General Terms and Conditions," the parties specifically exclude those provisions from incorporation into this Agreement, and they shall not apply to Vendor's work under this Agreement. 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, 2021. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $46,922.00, 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: The vendor shall invoice the City quarterly for services provided: Year 1 08/01/2019 to 07/31/2020 $23,224 annually paid $5,806.00 quarterly in advance Year 2 01/01/2020 to 07/31/2021 $23,698 annually paid $5,924.50 quarterly in advance GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including WSST) DocuSign Envelope ID:AD440462-FA08-413E-B1 B9-FE9A60AC7582 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 goads, 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. 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. 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. V. 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. VI. CHANGES. The City may issue a written amendment 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 an amendment is necessary, Vendor must submit a written amendment 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 GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 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 amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended 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 an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment 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. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, 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. 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. yer►dor"s Duty tc Cofnplete 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. GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 D. Failure to Protest Constitutes, W, aiver. 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 F ll w Procedures Constitutea 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). VIII. 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. IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally 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 shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. 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 an additional year beyond the original warranty period applicable to the overall work. 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. X. 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. XI. 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 IND ,ST_R.1A[_; 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 GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 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. XII. 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. XIII. 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. XIV. 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 XI 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. Modiri�ation. 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. n ire Aareement. 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 - 5 (Over$20,000, including WSST) DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 H. Compliance vv- !saws. 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. Public Records Aet. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. 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. K. Counterparts and Signa�by Fax or Emaii. 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. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY OF KENT: DocuSigned by: 4 By: F�bb QInJnuj,t, By: EEOHD1030 ,4 5 (signature) (signature) Print Name: Cobb Andrade Print Name: Dana Ralph Its Gen. Mgr. 9/19/2019 (title) DATE: DATE: (� NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Matthew Smart Nancy Clary Siemens Industry, Inc. City of Kent 15900 SE Eastgate Way, Ste 200 220 Fourth Avenue South Bellevue, WA 98008 Kent, WA 98032 425 281-2438 (telephone) (253) 856-5084 (telephone) 877 626-3995 (facsimile) (253) 856-6080 (facsimile) GOODS &SERVICES AGREEMENT - 6 (Over$20,000, including WSST) DocuSign Envelope ID:00396EF5-BD80-4DD4-A114-D8DF3F54C6A1 APP VED AS TO FORM: K nt L w Department A T S % 4k Kent City Clerk GOODS & SERVICES AGREEMENT - 7 (Over$20,000, including WSST) DocuSign Envelope ID:00396EF5-BD80-4DD4-A114-D8DF3F54C6A1 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. DocuSigned by: EEOMD103DB7415... For: siemens Industry, Inc. Title: Gen. Mgr. Date: 10/3/2019 EEO COMPLIANCE DOCUMENTS - 1 of 3 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 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 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 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: EEO COMPLIANCE DOCUMENTS - 3 of 3 DocuSign Envelope ID:AD440462-FA08-413E-B1B9 FE9A60AC7582 DocuSsc n Cnvelope ID:6F404925-4917-4C07 94AA B42B7F622EC3 EXHIBIT A \ I 00�X V.WV 4 �i NN 4, DAL; i > �A �y ti zx F iy s d » w� r� yy „ �` ... " - u a ft vP"I 'T P11 ' t ` y� t Advantage Services fat, ,1 Agreement for City of Kent July 27, 2019 L j) � b I i ��,v r DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT A A 1at1wqe'services, Advantage Services Agreement for City of Kent July 27b�,2019 Siemens Industry, Inc. 7/27/2019 Page 1 DocuSign Envelope ID:Ao440462'F»08-413E-als9-Fs9A60xc7582 ' ooxvn|un Envelope ID:sp*wm25-*81r-4Co7-V4*A-a42a7p622soo ���~�kQ����[ �� ����wn°��� ~ . ~ ' � xIMP Table of Contents 6dvuotage8ervbeo l 1 Overview j 1.1 Executive Summary 3 1.2 Current Situation y 13 Proposal Benefits 3 2 Service Solution Error! Bookmark not defined. 3.1 HVAC CONTROL SERVICES—Automation Frmd Bookmark not defined. 2.1.1 Technical Support Services 4 2.1.2 System Performance Updates&Upgrades 8 3 Service Implementation Plan 0 3.1 HVA[Control Services—Automation On*|to Response Time 9 ' 3.2 Maintained Equipment Table 10 33 Spw|eTeam 11 4 Siemens Industry, Inc. 12 4.1 signature Page and Investment 8y and Between: 12 ' 4.2 Terms And Conditions 13 Appendix A, Discounted Labor&Material Pricing 16 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4Co7-94AA-B42B7F622EC3 EXHIBIT A Fay sa•ae a�� a y r ; Adwint ri NOW 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 Appendix A • Specialist labor discount Appendix A • Mechanical labor discount Appendix A • Siemens material discount 60%discount for 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, 7/27/2019 Page 3 onouoign Envelope ID: 13E-a1B+FE9A60Ao7582 000v3ignEnvelope|o:op*D*nos-4g17-4COr-n^M'ewcaTpoeusCo � EXHIBIT �� � � ' J The Proven Outcomes Approach 7.] V's'0O This agreement will serve as the cornerstone of relationship whereby Siemens |ndustry, Inc. City uf Kent in delivering comfort in a highly efficient manner with exceptional quality and safety outcomes for the benefit ofthe occupants at its facilities. 7.7 The Approach ` Proven Outcomes is performance-based service philosophy designed to better help ! customers achieve their business goals, Through it we define a tailored se,vice program, deliver outcomes and demonstrate results, all based on customer-specific benchmarks for success. You have goals. Siemens helps ensure meet them, With our Proven Outcomes ` service philosophy, your business objectives become the cornerstone of tailored service program,You can trust our seMces to deliver the outcomes you require, from �~` maximizing upt|meto increasing efficiency and extending system life. 8ui|tn'ound your goals With Proven Outcomes,our service offering is built around your specific goals,We work with you to understand your drivers,needs and chaUenges. Key performance indicators(KP|s)are agreed upon and we work � collaboratively to ensure all targets are met. Defining success � with goals and KPis clearly identified,we define a service program specifically to meet your unique needs. Together,we will put in place the process for monitoring performance and measuring results. Delivering performance Through your service program you'll be leveraging the full resources of our industry-leading service organization to address your business goals. Demonstrating results We document results through tracking and reporting of your KPIs, providing the metrics you need to demonstrate performance, Regularly,we review the results of the service program and discuss potential changes. 73 Established Key Performance Indicators /KPIS\ The Outcome Based Service Offering proposed in this agreement is specifically designed forZymogenetio in order to meet the mutually agreed upon specific business needs below: l. Improve occupant comfort through preventive maintenance and correcting issues, (KP| ' Y6ofzone temperatures within acceptable range and 94of zone airflow within acceptable range) 2. Ensure mechanical systems are functioning within operating parameters. (KP| — No. of mechanical loops within range(16 loops per 1 year period) DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT �c;"' r�, 3 Service Solution Services thclt deliver the OLItcOMi YOU WMAt to ddliffe. We`ve structured our service portfolio around achieving the common facility outcomes that help organizations meet their business goals, Will If Manage System ill Protect ip. r +�ComplianceeInvestment Services that keep systems Enhance building performance with Leverage past Investments and address performing at their best,as designed irnproverl measures that increase future requirements with advanced and Intended to operate,help productivity and efficiency;comnlon and proven technology,to achieve you achieve: outcomes include: outcomes such as: • Optimized comfort,safety, • Enhanced system performance " Extended system life and security Strc,v!tiirred opaatianal processes • Maximized return on Investment • Fulfilled regulatory requirements Maxirnin>d energy rftiricncy • Reallzed benefks of new • Reduced operating risk technology Optimization Piannirry Facility Assessment&Planning Planning and prioritization of Technology Planning in-depth building system assessment improvement measures to increase huil- Consulting services identify technology and recommendations,definition of ding andtor process perfcrrna0ce and improvement opportunities that help relevant KPIs,and development of efficiencies achieve performance goals while 'your service prograin Predictive services leveraging past investments Test&inspection Systerns are audited and monitored System Updates J Upgrades Regular check-ups to measure system to detect abnormalities or faults,with Software upgrades and firmware performance compared to your defined recommendations provided anchor updates are completed,delivering facility and regulation requirements corrective actions taken the most current technology and risks Systcm Improverrionts&Integration and functionality Preventive Services Enhancements or additions to your System Migration I Modernization Services performed on a regular current system to increase staff Enhancements to your systems by schedule or based on data analytics producrvlry,system performance, elevating them to the most current to verify and improve system state and operationalteneigy efficiencies hardware and software platforms, Documentation Management Training&operational Support resulting in Increased functionality Management of critical building Training,coaching,and on-site and performance levels system and compliance information support to increase staff productivity Retrofits&Extensions with organization and access and knowledge, Modifications are made to existing determined by your needs hh+n;tt;etl Services systems to accommodate changes to Corrective Services On-site ondfor remote resources your facility usage and footprint Immediate response to system failures monitoi system events and aiafMS New installation Services or faults to restore functionality and and take appropriate action Startup,commissioning,and other integrity to desired state installation services are completed to ensure new equipment operates at maximum performance LAN >' � w , r�� P' Siemens Industry, Inc. 7/27/2019 Page 5 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT A d satft c tvrc a, Ata.,, ` V, 3.1.1 Technical Support Services .0 line Systems S���part.. We will provide system and software troubleshooting and diagnostics via remote login or direct phone support. This service is available through our in-i�ousf�. f? ri�ll�st during norm I business hours 6r�ert enc Onsite Response. 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 4 hours, Monday through Sunday 2417. 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. Dat? Protection&Data Recove 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. 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 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(32) hours annually of specialist time to perform the services as requested,which will be conducted on normal business days and hours, during scheduled visits. Siemens Industry, Inc. 7/27/2019 Page 6 DocuSign Envelope ID:AD440462-FA08-413E-B1 B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT 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 (2)times annually. Control Loot)Tuning;Controlled devices(e.g.,valves,dampers,actuators,etc.)will drift out of calibration or have their performance reduced with changes in mechanical efficiency, building use,climatic conditions and/or time. This decreases the efficiency of your system,increases your energy operating costs,decreases your compliance to specified conditions(e.g.,comfort)and increases the occurrence of system downtime,This decreases the efficiency of your system,increases your energy operating costs,decreases your compliance to specified conditions(e.g.,comfort)and increases the occurrence of system downtime, No Loop Tuning Loop Tuning 9 ire k 4J 9 4 4? '$ 4F°fif 8RYC 3 8AF3$d3A 8$$3 3u $SR fiB$E83 Suni ujr Benefit Control loop tuning improves the overall efficiency of equipment operations through reducing under and over actuating equipment and thereby reduces the overall maintenance needed while increasing equipment life. Additionally,control loop tuning aids to ensuring proper equipment operations, reduction in energy consumption,gained customer satisfaction, and increased energy savings. EL Eagr Control loop tuning will be performed on 16 control loops annually. Controller Analysis Proraram.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. Siemens Industry, Inc. 7/27/2019 Page 7 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 IT EXHIB A6«13ttclt 'rvlca 13uilciincciad�ie Vrfrificatiar�,Over time building occupant schedules change. Under this service Siemens with work with the City of Kent staff to look at the existing building occupant schedules and then document any changes necessary,The intent of this service is to be able to stop mechanical equipment from running when buildings are unoccupied and to help reduce energy spend. 3.1,2 System Performance Updates & Upgrades Firmware U d�ates, Siemens shall provide firmware and documentation updates to the existing field panels upon initial release. Siemens shall provide onsite training to familiarize staff with the new features and their associated benefits. Field panels included under this service are itemized in the List of Maintained Equipment. Firmware a dates included:(2)field panels Siemens Industry, Inc. 7/27/2019 Page 8 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-642B7F622EC3 EXHIBt T A r#� ntitld.� t°vies . , 4 Service Implementation Plan .1 HVAC Control Services — Automation On-site Response Time Silver Service Dispatch phone number 1.800-952-6348 Response time-onsite for critical components 4 hours Hours of Service _ Monday to Friday(8:00am to Response Window Monday to Sunday(24/7) Software Support and Updates NIA-Customer already at Insight 3.15 R&R Material Billable R&R Labor r Billable Siemens Industry, Inc. 7/27/2019 page 9 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT A A� Ito, A 4.2 Maintained Equipment Table SIEMENS Siemens Industa, Inc. Control 7Systems Data Protection & Insight 3 X_Su Summary Data Recovery B/U on-site Services(Times per year): Data Protection &Recovery Services (2) System 600 System 600 MILN Apg Svr-Crp I MLN Network Services(Times per year): Software Maintenance(1) System 600 System 600 FLN TEC -CAP 200 FLN Services(Times per year): Controller Analysis Program (1) System 600 System 600 ALN PXCM 2 ALN Services (Times per year): Flrmware Update Siemens Industry, Inc. 7/27/2019 Page 10 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT ACivo ita7t;e Si.r vices 4.3 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: Matthew Smart(425)261-2438 Manages the overall strategic service plan based upon your current and future service requirements. Service Account Engineer: Sue Beck 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: Eric Rogers 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. 7/27/2019 Page 11 DocuSign Envelope ID:AD440462-FA08-413E-B1 B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT A�vitl�tatid St�rvices 5 Siemens Industry, Inc. 5.1 Signature Page and Investment By and Between: Siemens City of Kent 22010 SE 51 st Street 220 4th Ave 5 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 0712712019 and the attached terms and conditions. Duration;This agreement shall remain in effect for an Initial Term of 3 Years beginning 81112019 and from year to year thereafter. Investments; Annual cost—invoiced quarterly Approved Year 1 0810112019 to 7131/2020 $23,224 annually paid $5,806,00 quarterly in advance os Year 2 0810112020 to 7/31/2021 $23,698 annually paid $5,924.50 quarterly in advance Prices quoted in this proposal are firm for 30 days and do not include WSST.An additional 3%can be deducted from the annual amount for annual in advance payments.An additional 3%will be added for an In arrears payments. 1� osal accepted by: Proposal submitted by: City o ent Matthew Smart Service Sales Executive / °s Siemens industry, Inc. 07/27/19 .___ . Signature Date Sign-it tu ` Date pproved for Siemens industry,Inc. by: P.U.i{ Signature Date The Customer ackrru dyes that when approved by the Customer and accepted by SST;W the Prop n(i the Contract Terms and Lo d' nns, (tog@iher with any other documents incorporated into the fnrcloing) shall Consta - the entire rtrr;crttr n he parties with respect to its subject matter(collectively,hereinafter referred to as the°pgree�t�nru' S(il)in the c of any conflict between the terns and conditions of the Proposal and the terms and conditions of The Col t r+s and Conditions,the Contract Terms and Conditions shall control. Siemens Industry, Inc. 7/27/2019 Page 12 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT A Advantacie Services 5.2 Terms And Conditions SERVICE TERMS AND CONDITIONS(REV.10109) Included In the Services are limited to resto/sht4g the proper working corldtle, f Article 1:General such Covered Equipment, SIEMENS not be obligated to p de DS 1,1 (a) This Agreement constitutes the entire, complete and exclusive replacement Covered Equipmetnl Owprew"Its varefrcant awal (/��� agreement between the parties relating to the services ("Services") (o be improvement compared to Ilat urigimil ErKheJ o'Ofloved c - rzs t p provided by SIEMENS and supersedes and cancels all prior proposals, become the property of SIEMENS,excepzardous Mellen",- .Ch tinder agreements and understandings,written or oral,relating to the subject mailer of ell circumstances remain the property and rnsibility of. : Y this Agreement. Neither party may assign the Agreement or any rights or 3.4 Unless agreed otherwise.Services dt include and;/. ENS is not obligations hereunder without the prior written consent of the other except that responsible for(a);(a)service or provisio consumaba Oust,Including either party may assign this Agreement to its affiliates and SIEMENS may but net limited to batteries and holon cyr 41tafyhhg, i reinstallation or grant a security Interest in the proceeds to be paid to SIEMENS under this relocation of Covered Equipment; (c) ping or is :shhrg of CoveredAgreement;assign proceeds of the Agreement;and/or use subcontractors in Equipment or surrounding surfaces; (d) nges ! Services; (a) pans;.performance of the Services.The terms and conditions of this Agreement shall accessories,attachments or other deviceded t Coverrtrg Gyuipnianl butnot be modified or rescinded except kn writing,with the prior approval of the not furnlshed by SIEMENS;(f)failure to itouille suilubla operatingLegal Departments of SIEMENS and Customer and signed by duly authorized environment including,bul not limited to,4al 5pbce,ventilation,electricalofficers or managers of SIEMENS and Customer power and protection from the dements;ois removal or reinstallation of(b) Nothing contained in this Agreement shall be construed to give any rights replacement valves,uampars,watmflaw sw _venti venting or draining systems. or benefits to anyone Other Ihan the Customer and SIEMENS wthout the SIEMENS Is not IesponslDlo tar Stint # performed on any Covered express written consent of both parties AN provisions of this Agreement Equipment other than by SIEMENS r its sots allocating responsibility or liability between the parties shall survive the 3,6 The Services shall be performed el: manner consistent with the degree of completion of the Services and temninalion of this Agreement care and skill ordinarily exe,clsed by ribite per•.orming the same or sit 101" (c)Certain terms and conditions contained herein may not apply to the Services Services In the same locale under Lit "circumstances and conditions. to be provided hereunder" It Is the intent of the parties,however, that the 16 SIEMENS shall perform erviaes during Its local, normal working Interpretation to be given to the terms and conditions is to apply all terms and hours,unless otherwise staled w 5 Agreement.. conditions unless clearly inapplicable given the type of Services included 3.7 SIEMENS is not ro fulf to conduct safely or other tests, instal or 1.2 This Agreement shell be governed by and enforced In accordance with the maintain any devices or nailior make modifications(9 up(yadas to qny laws of the State of Illinois Any litigation arising under this Agreement shelf be equipment beyond the sq a of this Agreament..Any request to draft out brought in the State or Commonwealth In which the Services are provided to scope of the nature of 11 Setvlces most be In the form of 6 nxgttaNy agrecd. Customer.TO THE EXTENT PERMI"I"TED BY LAW,THE PARTIES WAIVE chungeorder.effective ity when executed byak parties hereto .. ANY RIGHT 7"o A JURY TRIAL ON MATTERS ARISING OUT OF THIS 3.g Ail reports and owings specifically prepared tot and dalivelabte to AGREEMENT Customer pursuanll gVlg AgrOdmA1t(',11011 J1110s')shall become Customer's 1.3 After the expiration of the initial Term,this Agreement seat attlomallcaty renew for pfopatly upon fud eymelt to SIEMENS.SIEMENS may retain file copies of successive one year periods beginning on the amiversary date of the irltiai Term urtess Such Du',negrarrf At other reports, notes, calculations, data, drawings, stated otherwise in the Agreement estimotes, lip mcaliono, manuals, other documents and all conpWer 1A Efit)ar parry may terminate or emend this Agreement at the end of the imtiof Tarn programs,c end computerized materials prepared by or lot SIEMENS are or at the and of a renewal term by giving the other parry at Last sixty(60)days prior frwltomtiM ryl SIEMENS' work ('Instruments')and shall remain SIEMENS writtenrwtice of such erneridmenis or Intent not to renew property; arlai conveys no license to software unless otherwise expressly 1.5 If,during of wilhin DO days after the term of this Agreement,Customer engages is wu' in this Agreemert, All Delverables and Instruments provided to arty SIEMENS empxryee wfw has performed work under(his or any other agreement Cuss' .are for Permitted Users' use only for the purposes disclosed to between Customer and SlkMENS,Customer shag pay SIEMENS an anmunt equal to $1' ENS.and Customer shall not transfer them to others or use them or the employee's latest annual salary (n m f them to be used for any extension of the Services or any oilier purpose, Anlcle2: Covered Equipment :thous SIEMENS' express written consent. Arty reuse of Deliverables or 2A "Covered equipment"shall mean that equipment expressly Idena(Ined to instruments for other projects or locations without the written consents of System Components in this Agreement. The Customer represents that at' SIEMENS,or use by any party ocher then Permitled Users,wii be at Permitted commencertnang of this Agreement all Coverer!Eop4WWN is in salisfa )t Users'sola risk and without Inability to SIEMENS;and,in addition to any other working.Condition end comples with at applicable,codas rights SIEMENS may have, Customer shall indemnify, defend and hold Z2 if the flrxf or life safety system is included as part of the fired SIEMENS harmless from any claims,losses or damages arising therefrom Equipment does tut comply with allapplicable codes of If r of any 3.9 Customer acknowledges that SIEMENS, in file normal conduct of Its Covered Equipment from coverage would compromise or impair If irdayrily or business,may use concepts,skills and know-how developed while performing the compliance with law of any system or Scimcos.and Cutfuh'`.ftiiis to take other contracts. Customer acknowledges(he benefit which they accrue to it corrective action,then SIEMENS may terminate this Agreontat williefut further though this practice, and accordingly agrees that anything in Ibis Agreement obligation and retain all modes received pursuant to this Agra an! notwithstanding Siemens may continue, without payment of a royalty, this 2.3 Al lasting and InsBeCUon of any Covered Etahpileaft ovideU for in this practice of using concepts,skids and know-how developed white peilormtrlg His AV tit nerg w(l the fieffonrned at gat g ne and Via and i he mannet deemed Agreement. appropriate try -AF_MENS, In accordance with o icable law and the 110 Where Services include energy consuilkV, any estimates of probable requirements of then current National fire Moloch i Association("NFPA") conslru llon or Implementation costs,financial evaluations,feasibility studies or guidelines if applicable, and other relevant stay its Customer is solely economic analyses prepared by SIEMENS.the documents prepared for the responsible for,and hereby mdemmfos and 10 SIEMENS harmless from Customer will represent SIEMENS' best judgment based on SIEMENS' and oguilsi, any liability arising front Carton fs specification of a testing experience and the information reasonably available to SIEMENS at the time schoduta olnar than thou carrofa NFPA of oil 1t4' iatta standards or laws that Ina Services are performed Customer acknowledges that SIEMENS does 2.4 It the Covered Equipment is altered moved by any person,including not control:(a)the costs of labor,materials,equipment or services fwnlshad by Customs(,other than SIEMENS or a an authorized by it,Customer shall others; (b) overall market conditions; or. (a) contractors' methods of immediately notify SIEMENS in wifft end SIEMENS reserves the(1911 to determining prices.Accordingly,Customer acknowledges that proposals,bids perform a reacceptance test on,or. necessary, a recommissioning of the or actual costs may differ from opinions,evaluations or studies submitted by system at Customer's expense coopeaea tests will be performed in SIEMENS as part of the Services provided hereunder accordance with then current N A or other applicable requirements, and 3.11 Where Services Include EMC, SIEMENS will have a disaster recovery charged on a tlnno and r»alariaig t olds.. plan and a disaster contingency pier Article 3:5urvlces by Ste?14 5 Article 4. ResponslbEittes of Customer 3,t SfEMENS shall orJy fie urdn rho Services identified in this Agreement 4.1 Customer,without cost to SIEMENS,shall: 3.2 SIEMENS shad•:ha: no iieoility or obligation to continue providing is) Designate a contact person with authority to make decisions for Customer Services in the event "sitl"a1 fags to(a)authorize a reacceptance lest or regarding the Services and provide SIEMENS with information sufficient to recommissioning lxrt iEMENS reasonably deems necessary; (b) notify contact such person In an emergency. It such representative cannot be SIEMENS of any ockilcailohs or changes to the Covered Equipment or reached, any request for Services received from a person located at unusual or"Wean y changed operating conditions,hours of usage, system Customer's site will be doemed authorized by Customer,and SIEMENS will,in malfunctions or- iffitg alterations that may affect the Services;(c)provide the its reasonable discretion,act accordingly, access to any a where Services are to be performed;or(d)operate,service (b) Provide or arrange without cost all reasonable provisions,ineans and or maintain a Covered Equipment in accordance with manufacturer's or access for SIEMENS to any site and the equipment where Services are to be seya,ipNsa's a4i ebonrs fir this Agreement.After any of the aforesaid events performed; SICML may terminate or suspend services under this Agreement ,.!filet' rly,upon giving notice to Customer. (c) Permit SIEMENS to control and/or operate all controls, systems, 3.3 fapairs and replacements of Covered Equipment as may be expressly apparatus,equipment and machinery necessary to perform the Services; Frtetrs Industry,the:,Building Technologies Dlvtslon Service Only 2000 Siemens industry, Inc, 7/27/2019 Page 13 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4CO7-94AA-842B7F622EC3 EXHIBIT A td) Furnish SiEMENS with all available information pertinent to the Services, Amount undo?this AgreemenR Customer shill reimburse SIEMENS'costs a DS (e) Ohhin Ind fi;nl,h to;iv-imt S ail approvals,permits anri consents from expenses(Including reasorahle atiomeys' and unNesses' tees)Incurred f government authorities and others as may oe regwred for performance of the collection tinder 145 Agtremcnt'IT Ctrr,frsrter rfI-pvlas ally 004lan an An E- of // Services except for tho o SIEMF;NS has nxpressy agreed-in writing to obtain, invoice,it shalt iTohfy SIEMENS In wilting ref the*AMOUN In rttspite Rhe(f) Maimnln the Services site in a sate co xfiion;notify SIEMENS prompily reason for da dSWOref colt willin 21 loge of feteipt of tf^t Irmo,e. The Any site conditions requiring special cure,and Timivide SIEMENS with any undisputed podton snap be paid when due,and i:derest on any wept d portion available m documents describing the qusnity,neiure,iocatia!and extent of such shell accrue As atoresoid.from the data due until paid.to the sit that such ndi cotions; aounts are'inally determined to be payable to SIEMENS: (g) Comply with oil laws and provide Any notices required to be given to any 5.4 Except to the exlenl expressly agreed in this Agreement, EMENS teas government authorities in connection avlth the Services,except such notices do not include any texas,excises,fees,duties,permits or trtf government SIEMENS has expressly agreed in this Agreement to give. charges relater]to the Services.Customer shal!pay such a. s or reimburse (h) Provide S)FMENS with Material Safety Data Sheets(MSDS)conromitng SIEMENS for any amounts It pays, If Customer etslm a tax exemption or to OSHA requirements related to all fiaznfdous Materials of the site which may direct payment permit, it shall provide SIEMFN a valid exemption impact the Services; certificate or permit and indemnify,defend and hold C-_MFM .harmless from (it Furnish Io SIEMENS any contingency plans related to(tit si!e: any taxes,costs and penalties arlsmg out of same Q) furnish the,specified operating environment.including without k nilelion, 5.5 Uriess agreed of ie w se,the pricing for ea year after the initial Term of su tah)e.clean,stable,property conditioned electrical power and other U11101 s: the, Agreement and each year of each f l of the Agreement shell be (lI) theintain all Covered Equipment in good working order in compliance with dolermtned as the immediate prior year price s a:price escalator based upon all appicaule lavin and service,repair And replace all Covered Equpmenf As the U.S Depalment of Labor. Bureau cf abof Statistics Urban Consumer necessary;and. Price Index•Ml Urban Consumers U S Items,1082—i984=100(`CPI-U°). (1) Perform Inspections and tests as indicated in the life Sefely System in addition. each renewal leim pra,'' be adjusted for any additions or Logbook and record same in[lie Life Safety System logbook, deletions to Services selected for the el term.The price escalator shall be 4.2 Customer acknowledges that the lechnicai and pricing information hercoi is the latest semi-ennuai CPI-U fderit d above oubfished onor to each arI piocxietary to SIEMENS and agrees not to disclose or otherwise make it Anniversary.This escalator shell appiaable to itrach antral term,whether a avaltabic In others. !enewul term or an annual term: at The feat Vest of the Initial Term. 4.3 Customer acknowledges that it is now and shall be at all times in control of Art,10 6:Chargrs;000F ;. }+nrrsad flerfomratfee tar.Services GiW S:EMF.NS shall not have any responsibility,duty or auihofity 6.1 As the Services are nfmad.cordillons may change or cuctimstances to direct,supervise or oversee any employees or rortractors of Cislomer or outside SIEMENS'retry hle control(such as changes of law)may deVcIOP tnetr.vale or to provide use means,methods or sequence of their work or to viI require SIL Iy0it, 0 eXPend Additional costs.effort or time to eompiato stop their'.work,SIEMENS'work and/or presence At a site shall not relieve. the Services.In iM' (As*SIEMENS shall ratify 41idomer and on aquilabte others of their responsibilty to Customer or to others.Except as expressly adjustment merle I be compensation And time for performance.in the event provided herein,SIEMENS is not responsible for the adequacy of the health, conditions or rXft -dances require Services to be suspended or terminated. safety or security programs or precautions related to Customer's or it other SIEPAENS Is be rompenseted for Services performed and for costs contractors'Activities or operations.the work of any other person or:entity,or masonnb'a it ad in eonae0ion with the suspension or termination.. Customer's site conditions. SIEMENS is not responsible for Inspecting, 6.2 VEM S shell not be responsible for loss, delay,Injury. damage or of serving,reporting or correcting heath or safely conditions or deficiencies of failure of tttatnothcp that may be caused by circumstances beyond its cordial, Customer or others at Customer's site.So as not to discourage SIEMENS joclordl not limited to nets or omissions by Customer or Its employees, from volivilarily Addressing such issues, in the evert SIEMENS does make agtvit.: contractors,Ants of God,war,civil commotion acts or omess+ors of OhSaNilti4n5, reportS, %tIggP.SIIOnS or Otherwise regarding such issues g4 authorities,fire,(hell corrosion,¶ood.,water damage.lightning- SIEMENS sha4 not be sable or responsible for same., f t,uf`4 strikes. lockouts, differences with workmen, hots, explosions, _ 4.4 Except as expressly stated in this Agreement, Customer is solely rarrfine,restrictions,delays in tronspodellon,or shortage of vehicles,fuel, responsible for any removal,replaecrmM or retiNshing of the bui+ding structure, or materials.:In trio event of twray such circumstances.SIEMENS shall he or finl5hez IT:at may be required to perform or gain access to the Services.. excused from po!forrnanee of the Strikes and the Ilene for performance shell . 4.5 Customer alone shali Act to protect life and property from the lime a tea. R be extended by itperiod equel to the lima lost pfas a fenscnabie recovery or let system failure occurs until.SIEMLNS notdtes Customer that such 5 dim period and the compensation equitaby ficifus(ed to rompenstle for Addtionel is operational or the emergency has been cleared.Customer's ecti shalt costs SI!_ML;NS incurs due to such circumstances. incknie all appropriate Interim safety precautions (such as a "fire Artfrfe l:Warrviridews;O*hintinnerz:LIMUNTIM Of LMNJU)" w'atrh"), SIEMENS shell have no obligation to provide guards. watrh 1.1 Label In performing the snrvltes Is waremttd to be train from deffebs,In personnel,of other services following a system ralifxe,except. e as are wodtnasNp for 0g days after the$tepees art performed, s usher pfovrd Order specifically provided for in this Agreement. by SIEMENS htffsundrr fratnd to Life defective 6"d othawist thaapfyfng r rxiet 4,6 Customer shall not attach to the syal#nl*r C*"WsO d f„fltapmtM any device fae f warranty 049 he ferpselormad hY SIFMFfdS. SUCh fn-ptffORrAMO that interferes with the Services or fit pfortel^Operfall of the system or thereunder shalt not tritorrupt or Prolong the forms of this warranty in the aVenl Covered Equpment. that Any swan foipedo nancart fads to Attar stloh defncls, then Customer's Article 5: CompenSAUorf exclusive,remedy p tn#l.SIEMENS tot darodges from any cause whi taoosaa,.. 5.1 Annual Feels) shad he adjusted for each year of.the final year of the whOlher In Cbrdafect or ship not exceed an amountl equal to the 11111111000 let Initial Term pursuant to the agreed Price bus hereto And incorporated Torh in Section 7,5 herein herein.. Urioss otherwse agreed In writing,this a0.t?ttdil is not cencaieble 7.2 THE EXPRESS LIR1!TED WARRANTY PROVIDED ABOVE IS IN LIEU And the annual fee is not refundable except as dad herein OF AND EXCLUDES ALL OTHER WARRANTIES, STATUTORY; 5.2 Paymerds to be made fader His w4l provuie for, And be, in EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL considerabort of,only Services specificult; wider the Proposed`;anion, At EXPRESS OR IMPI fF.D WARRANTIES OF MERCHANTABILITY OR other Services,inctudnq but no'licked fo fekrwirg,shA be separa;ey biped or FITNESS FOR A PARTICULAR PURPOSE. Q',JALITY, CAPACITY, OR sirr:harged or a Rime Arid fnatenn- (a)f'"ergerxy Services performed at WORKMANSHIP.ALL EXPRESS OR IMP' WARRANTIES AGAINST Cuslornei's req-r if InspaNion sloes revtr4 any d frryrr,y revered pry gas PATEN' INFRINGEMENTS OR DEFECTS. WHETHER HIDDEN OR Agreersert;(b)Sen:res performed that*AV VAEMEN;9'namni wo'xing APPARFIJT AND EXPRESS OR imrLIED WARRANTIES WITH RESPECT hoixs; md(cn`rr,±ccp+:ffomredtx+ not roverenby the Agrcnrrierrt. iU COMPLIANCE OF THE COVERED FQUIPMEIJT WITH THE SIEMENS shall invoice as provided in ftus Agreement,or if riot REQUIREMENTS OF ANY LAW, REGULATION, SPECIFICATION OR expressly provided,then on an basis prior to the Start Onto And annually CONTRACT RELATIVE THERETO, WHICH ARE HEREBY EXPRESSLY thereafter on the samI ns such Steil Date,Invoices Are due one payable DISCLAIMED, net cash upon receipt Customer has applied and been Approved for 1.3 Customer hereby, for it and any parties claiming under it,releases end credit with SIEMENS, case(lie invoice is payable within 30 off ender discharges SIEMENS from Any liability arising out air all hazards covered by days of receipt by or as otherwise set forth In this Agreement.It any Customer's insurance.and All c:aims again(SIEMENS arising out of surh payment is no!fee 'when dire,SIEMENS may dueni Cusdonler to be in hazards,Rnciuding any right of 5ubrogulion by Customer's insuronce carrier,are breach hereof do y erforce any remcdles available to it herfaridet Or at hereby waived by Customer; lawn, indvding 'Mutation,aecelefid!M of payments and suspension of termination of MIC%at any time And without notice,end shelf be enBt!ed to 7.4 ANY IDEAS, SUGGESTIONS, RECOMMFNDATTOPIS, FINANCIAL 1 one Anti Cf cervices previously performed find costs reasonably incurred EVALUATIONS, FEASIB LI TY STUDiCS OR ECONOMIC ANALYSIS m toneeeh with the suspension or termination in the evert thai any payment PREPARFD BY SIEMENS UNDER TWO AGREEMENT WILL RFPRFSENT due is not paid'Mien due,Customer o9icest to pay,upon demand, ITS BEST JUDGMENT BASED ON ITS EXPERIENCE AND THE as a tat:Charge,one and One-half percent(I.6�)of the amour-(of the payment AVA;LABLF INFORMATION.. CUSTOMER ACKNOWLEDGES THAT THE par pmifed by the max,murm rate permilted by low of each overdue ENERGY MARKET IS VOLATILE AND SUBJECT TO FREQt.;EAIT PRICE gtss Industry,Inc.,Bulidliig Technologies Division Service Only 2009 Siemens Industry, Inc. 7/27/2019 Page 14 DocuSign Envelope ID:AD440462-FA08-413E-B169-FEMISOAC7582 DocuSign Envelope ID:6F404925-49i7-4CC7-94AA-B42B7F622EC3 EXHIBIT A i OS F T 7 R:: FUfii"#! AND REGULATOr2Y L"RANGES:THEREFORE CUSTOMER t:UR'"HFR R.::DUCTIONS THAT MAY B RLA.LAflt.t_ U CU it MC ACKNOWLF.DGES THAT SEMFNSi.X)FSf NOT CONTROL F()"tJRf C'JSTOMF..R HF.RFBY RFLF.ASFS SIEMENS FROM ANY AmNo ALL MARKS F CONDI'ONJ OR THE ENERGY MARKET'S REGULA"URY LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING; Rom CLIMATE. NOTHING HEREIN SHALL 3E CONSTRUED 13Y THE SIEMENS' FAILURE TO OBTAIN OR APPLY FOR ANY 0AYEt CUSTOMER AS A PREDICTION OF 'rUTUR6 ENERGY MARKET INCENTIVE OR ENERGY/FUEL COST R EDUCT ION THAT INANY CONDITIONS OR ENERGY PRICES ACCORDINGLY, SIEMENS DOES WAY BE OBTAINED BYCUSTOMER. NOT PROVIDE CUSTOMER A GUARANTY OH WARRANTY Of THE Article 9: Hazardoos Materlals Provisions RESULTS OF SIEMENS' RECOMMENDATIVNS., CUSTOMER 9,1 The Services does not tnwoc directly or indirectly Parlor »if#cratrtrrvr�iv,t MAKES ANY AND ALL ENERGY PROCUREMENT AND RELATED tor the detention, moniionno, harding, storage, f. t, fransfoitfatiop, DFC I.)ONS CIISTOfdFR ACKNOWLEDGES THAT ALt: ENERGY disposal or treatment of Oil or Hazardous Materials Fri as drscloscd vROCUREMENT AND RELATED DECISIONS ARE MAO'c At T HL pursuant to In'.s Afiiele,Cuslornel'represerds Ehat,to its aixncwtedge,there,is CUSTOMIP.R'S SALE RISK no asbestos or any other hazardous or toxic Aflkf ilW as defined in the 7.5 WI'iH i2LSPECr TO ANY LIADIU'rY(WARRANTY Ott OTHERWISE) Complolluosive Environmental Rusponse,G roil and Uabitity Act of THAT STEM ENS MAY HAVE UNDER THE AGREEMENT,IN NO EVENT iWO, as amended, the Ieigulabom tiara d thereunder, and other SHALL SEMENS>BE LIABLE(It1CLl1f)IIJG WITHOUT':-IMiT'ATION,UNDER opplicabta rodent, stain or local law {"fya;r rtr Mn)oriufs'"), present at ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, Custorrrer's Sites where life Servizes are t# tread SIEMENS will notify ANTICPATED PROFITS OR SPECIAL, WOIRECT, INCIDENTAL OR Customer irofnedialely if i! discovers or f rho proconro of ally CONSEQUENTIAL DAMAGFS(INC IlOtNC WITHOUT LIMITATION I,OST Hazardous Material.AIISetmrleshave gifted read agreed toby3fFM,F_fi, PROFITS AND/OR LOST BUSINESS OPPORTJNITIES)ARISING OUT OF in refiarice on Customer;twies,r lit as rust lealh In 11110n Arirht:Tflo OR IN CONNECTION WITH THE AGREEMENT OR THL SERVICES presence of Hazardous Materials truffirs, a change in IN% Agreement `NHETHC_R ARISING IN WARRANTY, TORT. CONTR/NC' SI'R!CF whose terms must be agrees v by SIEM146AiS before, its obligations lJABiLHY, OR ANY Ofl,IER THCORY GF LIABILITY, WHETHER, FOR hereunder shall continue, WARRANTY, LAIC OR NON-DELIVERY OF ANY SERVICCC, AND 9;2 Customer is solely f for testing, abating, ancapsilniing, 16 THE POSSIBILITY Or' remov;n • remect:n or such Hazardous Matefals,.slid for the ',nJH ET HtR SIEMENS HAS BEEN ADV uED OF Nt9 Y 9 SUCH DAMAGES.and,in any event.SIEMLEM`u'aggregate liability for ally arld costs thereof,.Customer is WA for the proper disposal of ail Hazardous all claims, losses OF expefises(including attorneys tees)Sri sing out of this Materials and(.,,it That rat rYta are preswit at file Services site in accordance Agreement, of out of any Sewices Wrivahed under'hiii Agreement,whefher will,at apt>.;icxfrtrr relief- state, and tocai laws,regulations,and ordinances basod in contract, negligence, able, liability, agency, warrenty, trespass, Even tf change oanuer t been eriteled into pursuant to this Aftrct ILMEnIS wdemnily of any ohne'theory of liability,shall be iln.i(ed,as liquidated damages, sflull have the Ili I' otto the services until the site is free from Hazardous to the greater of $1.000 or -10% of the totai compensation received by Materials.In Soon eat.413111 TeNS shall receive an equitable extension of time SIEMENS from Customer under thls Agreement,SIEMENS reserves the right to complete the`" rW.0,and compensation`or delays caused by Hazardous to.vniro,the defense and settlement of any claim for wt)lch SiEMLNS has an MWeoahs resod .Uon•ill no event shall SIEMENS be required or cofuirued to obigat!on Undrr:he walraNy naleunder.T he parties acknowtedge trial tile.price take t Ile, fi rretrdp or responsibility for such Oil of Hazardous Materials. 'Nc.r SIFT:eFNS has agreed to pedor n Its services and obligations Wider this, Customer leis�ngrl any requiferf waste anan:raS'lS lit conformance ,,fit all ASreems it is calculuted based upon tie foregoing hinitetlons of liability,and (gt,'rvMninr' fegutPhons,.Baling Customer as tPe,en,,imor of the vla51e trial SIE.MENS tins axpresrffy relied on,and would nor have entered into this 4,3 Ci Oates.warrants that,pilot to(he execuilcn of this Agreement,it>h3A Agreement but for such iimiUdions of hablity. notify 'E:MEINS it, writing of any and as Hazardous MWa fel s which to 7,6 It is understood and acy'eod by and between the parties that SIEMENS Is 6«8Is liters bast fuwowht+ a rote prrisrom poloftilty ptasent or likely to Its-on le not an insuer end this Agreement is rot intended to be an insurance policy or a pt ant at the Services sita and efnaA provide a coy of arty sine safely Pericles. subslllute for en Insurance Policy. Insurance, if any, shall be obtained Ly ,kiv»tg but ro31 kit-AM(f to lock out MITI tug 0ucteaums.chwallrot try icno p#frt, Cusiomer.. Fees arc based solely upon the value of the Services,and q`#e '3D%'or other,Items rericticrf to he j"fiviraid Of rnaanfathc#by t6eItfat„"Jalc,.. unleiated tv vie vulute of Cu5tonler's ploperly of (tie Prapedy of olntta or lucat laws,feyuld0ons vE ofdniances: Customer's prenirt. 94 Customer shall indemn fy.delend and hold SIEMENS harmloss fre:m and Articled:t,tln)C"+Norts.MMa4xenance or Servtcr.Ontrgatrorrs again=t any damages.losses costs,liabilities or expenses.(,rdudina attorneys' 11.1 SIEMENS will riot be fespons.bie for the nleinCfl ie repair o,,t rit or, fees)arising out of any(.)It or itazurdous Materials of from Cusio+ncf's breach of Sensces necessitated by reason of: (a)riowinwriloinable Iknt or of,of failure to perform its obligations under this Article otlso:ete Paris of the Ectspment,Including M rid limited to ciucmorn, Iuties, Article 10:import lExport indenintfy hoof Cxchcn9Cfs,cris.Wl ce':Frxts,casings,refractory materiel,rietltN winalL water 10.1 Customer acknowledges that SiCMENS is required to celnpY with III and pneuniate ''m,structural s- s,cooinu tower rig:slats anal etc•Wass appicable export laws and regulations felatmg to the sale,exponalivn.transfer, G IxF J uppOn otherwiso speuFcaky stated herml, or(b)fw0_W(u:e,abuse:.n sir,.ifnxv,e;a assignment. disposal and u5ege of the Covered Equipment cr Sarvrce.s ialadequbte toi Or MeldifiCt.1i e»Fruprl OW111 on,Iau*or of niecuereoce provided under the Contract, iudiding any export license rer)ttlenlents. rx t;W,laihru to corrtlly won inorv;fa it rit's orionNi;t r,+is tlxxi •,iartef ter}frefneNs. Customer agrees that shell Gnvered Equpim-if or Services.hall rxA at any Acts of Gud.of oihnr reascns beycxvt:ts af4lut Sil1MGNti t+eH trpfo t, time directly or indirectly be used, exported, sold, transferred,.assigned or fr t wy service performed on any Covered ESuaproeni by,t JEMENS orb olherwise disposed of in o rianner wnich'A4lf result it,nomcompgance wan such agents applicable export laws end regulations., it shelf be a condition of the continuing 0.2 SIEMENS shag rye be(estwrsible for 1,15s fksir,tYytsy a'darnage:hat maybe Pridorinance fly SIEMENS of its obligations hereunder treat corrroliunce with caused by circ-r'nslances txryorxi its ronecil,it sr.. W not rclnGoc,to acts or such tit o00 laws and rag''AcItions be maintained at all times. CUSTOMER orrissiaubyCushxaef Orris employees orfigonta: sof God.v.ar,crAconrnchav, AGREES TO INOLMNIFY.AND BOLD SIEMAGNS 1IAHYtta_35 FROM ANY acts of xivensntr9,iuc,Itk:h self Usi,ri rkrrrif Qatar dtnrwgn,.gr 44V p i0rans: AND ALL COSTS, IJABILiTS:iE PENALTIES, SANCTIONS AND FiNE6 ur'ryxlce viuse`> prc:yani Or sirshan stnti Whirs, rlif(da Aqagh RELATED TO NON-COMPLIANCE W TH APPLICABLE EXPORT LAWS werlown,nots,eanbsiars,gUatarb*, c etaA in hansp(xretion,of s)vonage AND RG(.,ULAI"ION£;.. of veluctes.lik4labor Or mat.nuis, Article f f:Small Business Concern Lt..') SIEMENS is not ri sponsitw W I ,.replaceftlents or services to Lquipmux 11.1 SIEMENS shall adhere to FAR 52.219-6 regrading the"Ublizaiion of Small true to cotfolioil,tension,ilrrropar of water veetnrfil by ofhcfs•alectrlef is Business Concerns",as purl of its Coinmereial Small Busmass SubcorilracGug orcherelcalacti on,orfeasoi remonab'eControl Agreement•Atth the federal governren: SIEMENS'policy is to offer small OA SIE64ENS snaf rat be for the ren,c,rel0'reinstallation of tepbxwerd business concerns,including smaii disadvantaged businesses,women owned vaNe:i, ciao^cc.' 'K 'r�w terrpar w.Itchc,, alrltav 5halion,;, arrd atrf vom smtli-bu5inessus,HUSZone mail businesses,veteran ovmed small businesses prrmanenly nnoudad Ill eyes -a a.rduct component A'.A€fiona'ty,SIEMENS shag and service disabled veteran owned small businesses,the'maximum practical not be festwnslble for any or elfeeikw of systems optirtftunily'to paitlopute in performing roniructs let by my(:on ry)MCIel effiity, 0.5 WHERE F-VR'lrrG. thiCLUDE EFFORTS BY SIEMENS TO HELP local government or feati-ui uyeri oduding subcontracts for subsysienis. .STOMER 170 AT'T #RENNT"ES AND/OR INCENTIVES FROM AVAILAULE assemoGe.s,cornpanenis:and related services far mu-or systems.. JURC(5 Ott NFjxw.E4I3f, COST REDUCTION, CUSTOMER ACKNOWLC lGf, THAT ANY REBATE/rNCE.NTVE OR E#IERGYi FUEL. T RE[DWVC''.It7td THAT MAY BE AVAILAULE TO CUSTOMCR IS URANTED 8 A THIRD PARTY OUTSIDE Ti IE CONTROL OF StLMENS., CUSTOME FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILL EITHER SIST CUSTOMER OR ENDEAVOR ITSELF TO OBTAIN ANY AIlID A i2EBATFSANCENTNES OR ENFRGY/FUE_COST REDUCTION - All BLE,SIEMEN:i DOES NO"r GUARAN rF.L THAI IY WILL 00"1"AIN ;at LY FUN ALL It ELIA`I L:%/iNCUMI IVES OR ENERGY/FUEL COST nienc industry,Inc.;Building Technologios Division $crvcQ Only 2009 Siemens Industry, Inc. 7/27/2019 Page 15 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT A Atl�t�.j .{jay*{:ppqq gp{ylgv p.( ���\ jnrlft1 �\\, �d t1S7V�Yl4C d�a� N\\ f 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 rites and material prices, Standard rates and preferred customer rates are documented below. Siemens Industry, Inc. Rates effective from January 1, 2019 Please note: Rates shown start from the date referenced above and are subject to change. Standard Labor Rates: Straight Time Overtime (M-F 8 AM to 5 (M-F 5 PM to 8 Sundays& PM) AM, &Sat) Holidays excl, Holidays excl, Holidays Automation Specialist* $194.00 $291,00 $388.00 Fire Technician* $174.00 $261.00 $348.00 Security Specialist* $190.00 $285.00 $380,00 Project Manager I $224.00 $336.00 $448.00 Engineer Mechanic !Sprinkler $195,00 $293.00 $390.00 Fitter* Customers with an active Service Agreement will be eligible for the Preferred customer labor rates. Preferred Customer Straight Time Overtime Sundays& Labor Rates: (M-F 8 AM to 5 (M-F 5 PM to 8 Holidays PM) AM, &Sat) excl. Holidays excl. Holidays Automation Specialist* $178.00 $267.00 $356,00 'FireTechnician* $157.00 $236.00 $314.00 Security Specialist* $171.00 $257.00 $342.00 Project Manager 1 $202,00 $303.00 $404.00 Enaineer Mechanic /Sprinkler $175.00 $263.00 $350.00 Fitter* ._ Siemens Industry, Inc. 7/27/2019 Page 16 DocuSign Envelope ID:AD440462-FA08-413E-B1 B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 EXHIBIT Siemens Industry, Inc. 7/27/2019 Page 17 DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-342B7F622EC3 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance 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. Co=rc insurance shall be written on i§—O occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, prod u cts-com pleted operations, personal Injury and advertising injury, and liability assumed under an insured contract. The City shall be named as in 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 11 85 or a substitute endorsement providing equivalent coverage. 2. A_uLQ_M_QW1Le.!_14WtitY 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 enclorsed to provide contractual liability coverage. 3. WD11(gLI 5 CQMpgns:o i 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: insurance shall be written with limits no less than $1,000,006 each occurrence, $1,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. 2. Awtnjnabllp i�!,�)Dijity insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. DocuSign Envelope ID:AD440462-FA08-413E-B1B9-FE9A60AC7582 DocuSign Envelope ID:6F404925-4917-4C07-94AA-B42B7F622EC3 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 an 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 Cgr �i_ePte I; ur i -e. 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. E. Verification of Coverage 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. A�® DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 09/10/2019 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 have ADDITIONAL INSURED provisions or 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 A/CNNo Ext: A/C No): MORRISTOWN,NJ 07960-6454 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# 100129-SBT--18/19 630 JWHITE NOC60 INSURER :HDI Global Insurance Company 41343 INSURED SIEMENS INDUSTRY,INC. INSURER B:Travelers Properly Casualty Co.of America 25674 1000 DEERFIELD PARKWAY INSURER C:The Travelers Indemnity Company 25658 BUFFALO GROVE,IL 60089-4513 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-010728200-01 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. I POLICY EXP LTR TYPE OF INSURANCE INSD SUBR POLICY NUMBER MM DDY/YYYYEFF MMIDD//YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY GLD11101-10 10/01/2018 10/01/2019 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX] PREMIDAMA OCCUR ETO-RENTED 1,000,000 PREMISES Ea occurrence $ MED EXP(Any one person) $ 100,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE $ 10,000,000 X POLICY❑JE O LOC PRODUCTS-COMP/OP AGG $ INCL OTHER: $ B AUTOMOBILE LIABILITY TC2J-CAP-7440L34A-18 10/01/2018 10/01/2019 E°BINaccEDtSINGLELIMIT $ 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ N/A X OWNED SCHEDULED BODILY INJURY(Per accident) $ N/A AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE g N/A AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ B WORKERS COMPENSATION TC2J-UB-8049X508-18(AOS) / / 10/01/2019 X PER oTH- AND EMPLOYERS'LIABILITY STATUTE ER C YIN TRK-UB-8049X51A-18 AZ,MA,OR,WI 10/01/2018 10/01/2019 E.L.EACH ACCIDENT $ ANYPROPRIETOR/PARTNER/EXECUTIVE ( ) 1,000,000 B OFFICER/MEMBER EXCLUDED? NIA TWXJ-UB-7440L338-18 OH&WA 10/01I2018 10/01/2019 (Mandatory in NH) ( ) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under """"$500K LIMIT/$500K SIR"""" 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space Is required) RE:SII#2600029846-SEABASI-CITY OF KENT SEE ATTACHED CERTIFICATE HOLDER CANCELLATION CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2204TH AVE S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN KENT,WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi MukherjeeLnevac►o> ate w, zc ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 100129 LOC#: Morristown A`COR" ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA,INC. SIEMENS INDUSTRY,INC. 1000 DEERFIELD PARKWAY POLICY NUMBER 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:SII#2600029846-SEABASI-CITY OF KENT 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 OF THE INSURED BUT ONLY WITH RESPECT TO ALL WORK PERFORMED BY AND ON BEHALF OF THE NAMED INSURED,SIEMENS INDUSTRY,INC.FOR CERTIFICATE HOLDER UNDER CONTRACT, WAIVER OF SUBROGATION IS EFFECTUAL. COMPLETED OPERATIONS COVERAGE IS INCLUDED IN THE GENERAL LIABILITY POLICY. IF THESE POLICIES ARE CANCELLED FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM,THE INSURER WILL DELIVER NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER UP TO 60 DAYS PRIOR TO THE CANCELLATION OR AS REQUIRED BY WRITTEN CONTRACT,WHICHEVER IS LESS. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: TC2J—CAP-7440L34A—TIL-18 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss", provided that the CONDITIONS Section: "accident" or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 0215 ©2015 The Travelers Indemnity company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. HDI GLOBAL INSURANCE COMPANY MANUSCRIPT ENDORSEMENT#32 Policy Number Named Insured GLD11101-10 SIEMENS CORPORATION Policy Period: Inception(M-D-Y) Expiration(M-D-Y) Effective Date and Time of Endorsement 10-01-2018 10-01-2019 10-01-2018 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 additional insured any person whom you are required to add as an additional insured on this policy under a written agreement, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf. 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 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 primaryto other insurance available to the additional insured and we will not share with that other insurance provided that the additional insured is a Named Insured under such other insurance. This endorsement shall prevail over additional insured endorsements that may apply under this policy unless required otherwise in the written agreement. Authorized Representative All terms and conditions of the policy remain unchanged. THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN. Page . POLICY NUMBER: GLD11101-10 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION TO THE EXTENT REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 13 TRAVELERS J� WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: (TC2JUB-8049x50-8-18) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHOM A WAIVER OF SUBROGATION IS REQUIRED BY CONTRACT OR AGREEMENT OR PERMIT, BUT COVERAGE IS LIMITED TO THE SCOPE OF THE WORK PERFORMED BY THE INSURED UNDER SUCH CONTRACT, AGREEMENT OR PERMIT. DATE OF ISSUE: 09-07-18 STASSIGN: COMMERCIAL AUTO POLICY NUMBER: TC2J-CAP-7440L34A-TIL-18 ISSUE DATE: 09-07-18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage pro- vided in the Coverage Form. SCHEDULE Name Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU HAVE AGREED TO ADD AS ADDITIONAL INSURED, BUT ONLY TO COVERAGE AND MINIMUM LIMITS REQUIRED IN A WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is ered Autos Liability Coverage in the Business Auto an"insured"for Covered Autos Liability Coverage, but and Motor Carrier Coverage Forms and Paragraph only to the extent that person or organization qualifies D.2. of Section I — Covered Autos Coverages of the as an "insured" under the Who Is An Insured provi- Auto Dealers Coverage Form. sion contained in Paragraph A.1. of Section II — Cov- CA 20 48 10 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 City of Kent Business License i j SIEMENS INDUSTRY.INC. C/O DUCHARME, MCMILLEN &ASSOC' PO BOX 80600 INDI,ANAPOLIS.IN 4 280 t Please tear at perforation BUSINESS LICENSE aPer n Iw; s'iuthec``i1`s and use tax mux he coded LICENSE,MUST BE,PAID ANNUALLY BY No. 1715 for all qualified J ANUARY Ist TO AVOID PENALTY sales within the city of I--ssuance of License.Dos Not Imply Licenwe's Kent, Compliance Nsith State and Local Laws THIS LICENSE MUST BE POSTED IN A CONSPICUOUS �� PLA(E.Nur TRANSFERABLE OR ASSIGNABLE 19 NAME AND ADDRESS OF BUSINESS BLOC-2I30028 SIEMANS INDUSTRY INC MA)OR I(Y)TECHNOLOGY Ian Tax Registration The City of Kent ALPIIARETTE. GA 30005 Endorsement