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4,2 Terms and Conditions
<br /> SERVICE TERMS AND CONDITIONS(REV.10/09)
<br /> Article 1: General
<br /> 1.1 (a)This Agreement constitutes the entire,complete and exclusive agreement between the parties relating to the services("Services")to be
<br /> provided by SIEMENS and supersedes and cancels all prior proposals,agreements and understandings,written or oral,relating to the subject
<br /> matter of this Agreement.Neither party may assign the Agreement or any rights or obligations hereunder without the prior written consent of the
<br /> other except that either party may assign this Agreement to its affiliates and SIEMENS may grant a security interest in the proceeds to be paid to
<br /> SIEMENS under this Agreement;assign proceeds of the Agreement; and/or use subcontractors in performance of the Services.The terms and
<br /> conditions of this Agreement shall not be modified or rescinded except in writing,with the prior approval of the Legal Departments of SIEMENS
<br /> and Customer and signed by duly authorized officers or managers of SIEMENS and Customer.
<br /> (b)Nothing contained in this Agreement shall be construed to give any rights or benefits to anyone other than the Customer and SIEMENS without
<br /> the express written consent of both parties.All provisions of this Agreement allocating responsibility or liability between the parties shall survive the
<br /> completion of the Services and termination of this Agreement.
<br /> (c)Certain terms and conditions contained herein may not apply to the Services to be provided hereunder. It is the intent of the parties,however,
<br /> that the interpretation to be given to the terms and conditions is to apply all terms and conditions unless dearly inapplicable given the type of
<br /> Services included.
<br /> 1.2 This Agreement shall be governed by and enforced in accordance with the laws of the State of Illinois. Any litigation arising under this
<br /> Agreement shall be brought in the State or Commonwealth in which the Services are provided to Customer.TO THE EXTENT PERMITTED BY
<br /> LAW,THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS AGREEMENT.
<br /> 1.3 After the expiration of the Initial Term,this Agreement shall automatically renew for successive are year periods beginning on the anniversary
<br /> date of the Initial Term unless stated otherwise in the Agreement.
<br /> 1.4 Either party may tenminate or amend this Agreement at the end of the Initial Term or at the end of a renewal term by giving the other party at least
<br /> sixty(60)days prior written notice of such amendments or intent not to renew.
<br /> 1.5 If,during or within 90 days after the term of this Agreement,Customer engages any SIEMENS employee who has performed work under this or
<br /> any other agreement between Customer and SIEMENS,Customer shall pay SIEMENS an amount equal to the employee's latest annual salary.
<br /> Article 2: Covered Equipment
<br /> 2.1 "Covered equipment"shall mean that equipment expressly identified as System Components in this Agreement_The Customer represents
<br /> that at the commencement of this Agreement all Covered Equipment is in satisfactory working condition and complies with all applicable codes.
<br /> 2.2 if the fire or life safety system is included as part of the Covered Equipment does not empty with all applicable codes or if removal of any
<br /> Covered Equipment from coverage would compromise or impair the integrity or the compliance with law of any system or Services,and Customer
<br /> fails to take corrective action,then SIEMENS may terminate this Agreement without further ob ligation and retain all monies received pursuant to
<br /> this Agreement.
<br /> 2.3 All testing and inspection of any Covered Equipment provided for in this Agreement will be performed at the time and place and in the
<br /> manner deemed appropriate by SIEMENS, in accordance with applicable law and the requirements of then current National Fire Protection
<br /> Association("NFPA")guidelines if applicable,and other relevant standards.Customer is solely responsible for,and hereby indemnifies and holds
<br /> SIEMENS harmless from and against, any liability arising from Customer's specification of a testing schedule other than then current NFPA or
<br /> other applicable standards or laws.
<br /> 2.4 If the Covered Equipment is altered or moved by any person, including Customer, other than SIEMENS or a person authorized by it,
<br /> Customer shall immediately notify SIEMENS in writing, and SIEMENS reserves the right to perform a reacceptance test on, or, if necessary, a
<br /> recommissioning of the system at Customer's expense. Reacceptaroe tests will be performed in accordance with then current NFPA or other
<br /> applicable requirements,and charged on a time and materials basis.
<br /> Article 3: Services by SIEMENS
<br /> 3.1 SIEMENS shall only perform the Services identified in this Agreement.
<br /> 3.2 SIEMENS shall have no liability or obligation to continue providing Services in the event Customer fails to(a)authorize a reac ceptance test or
<br /> recommissioning that SIEMENS reasonably deems necessary;(b)notify SIEMENS of any modifications or changes to the Covered Equipment or
<br /> unusual or materially changed operating conditions,hours of usage,system malfunctions or building alterations that may affect the Services;
<br /> (c) provide the access to any site where Services are to be performed;or(d)operate,service or maintain the Covered Equipment in accordance
<br /> with manufacturer's or supplier's instructions or this Agreement.After any of the aforesaid events SIEMENS may terminate or suspend services
<br /> under this Agreement immediately,upon giving notice to Customer.
<br /> 3.3 Any repairs and replacements of Covered Equipment as may be expressly included in the Services are limited to restoring the proper working
<br /> condition of such Covered Equipment. SIEMENS will not be obligated to provide replacement Covered Equipment that represents significant
<br /> capital improvement compared to the original. Exchanged or removed components become the property of SIEMENS, except Hazardous
<br /> Materials,which under all circumstances remain the property and responsibility of Customer.
<br /> 3.4 Unless agreed otherwise,Services do not include and SIEMENS is not responsible for(a);(a)service or provision of consumable supplies,
<br /> including but not limited to batteries and halon cylinder charging;g;(b)reinstallation or relocation of Covered Equipment;(c)painting or refinishing
<br /> of Covered Equipment or surrounding surfaces; (d) changes to Services; (e) parts, accessories, attachments or other devices added to
<br /> Covered Equipment but not furnished by SIEMENS;(f)failure to continually provide suitable operating environment including,but not limited
<br /> to, adequate space, ventilation,electrical power and protection from the elements; or(g)the removal or reinstallation of replacement valves,
<br /> dampers,waterflow switches,venting or draining systems.SIEMENS is not responsible for services performed on any Covered Equipment other
<br /> than by SIEMENS or its agents.
<br /> 3.5 The Services shall be performed in a manner consistent with the degree of care and skill ordinarily exercised by persons performing the same
<br /> or similar Services in the same locate under similar circumstances and conditions.
<br /> 3.6 SIEMENS shall perform the Services during its local,normal working hours,unless otherwise stated in this Agreement.
<br /> 3.7 SIEMENS is not required to conduct safety or other tests,install or maintain any devices or equipment or make modifications or upgrades to
<br /> any equipment beyond the scope of this Agreement. Any request to change the scope or the nature of the Services must be in the form of a
<br /> mutually agreed change order,effective only when executed by all parties hereto.
<br /> Siemens Industry, Inc. May 20,2010 Page 19
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