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DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD
<br /> 4,2 Ternis and Conditions
<br /> SERVICE TERMS AND CONDITIONS(REV.10109)
<br /> Article 1. General
<br /> IJ (a)This Agreement constitutes the entire, complete and exclusive agreement between the parties relating to the services("Servk,,es")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 tHs 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 imi the proceeds to be paid to
<br /> SIEMENS Under this Agreement;, assign proceeds of the Agreement; andlor use subcontractors in performance of the Services.The terms arid
<br /> conditions of this Agreement shall not be modified or rescinded except In writing,with the prior appro�vall of the Legal Departments of SIEMENS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 thii5 Agreement shall be construed to g:ive 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 /> compieflon of the Services and termination of this Agreement.
<br /> (c)Certain terms and conditions contained herein may riot 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 aplplly all term and conditions unless clearly inapplicable given: Rile type of
<br /> Services included,
<br /> 1.2 This Agreement shatt be governed by and enforced in accordance with the laws of the State of Illinois. Any litigation anSing under this
<br /> Agreement shall be broulght ini the State or Commonwealth Ini which the Services are provide,dl to Customer.1-0,THE EXTENT'PERMI.I I-ED BY
<br /> I AW,THE PAKI]ES WAIVE ANY RIGI n`T0 A JUIRY TRIAL ON MATTERS ARISING OUT OF THIS AGREEMENT,
<br /> 1.3 After the expiration of the initiall Term,this Agreement shall!automatically renew for successive one year periods beginning on the anniversary
<br /> date of the Initial"rerm uniess stated otherwise In lie Agreement
<br /> 1.4 Efther party may terminate or amend this Agreement at the end of the Initial Term or at the end!of a renewal termi 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 9:0 days after the term i of this Agreement,Customer engages any SIEMENS employee who has performed work under this or
<br /> any other agreement between Custorrier and SIEMENS,Customer shalt pay SIEMENS an amount equal to,the emptoyees 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 acrd 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 comply with afl appIlicable 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 obligation and retain all nionles received pursuant to
<br /> this Agreerrient.
<br /> 2.3 All testing and inspection of any Covered Equipment provided for in this Agreement will be performed at the time arid place and Ini 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 hioll!ds
<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 appiicable standards or laws.
<br /> 2A If the Covered Equipment is altered or moved by any person,, inctuding Customer, other than SIEMENS or a person authorized by it,
<br /> Customer shalt immediately niolify SIEMENS in wrifing, and! SIEMEN'S reserves the right to perlofm a reacceptanice test oini, or-, If necessary, a
<br /> recommissioning of the system at Custorner's expense, Reacceptance tests will be plerformied in accordance wrthi then current N:FPA 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 reacceptance 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 watedatly changed operating conditions, hours of usage, system malfunctions or building alterations than may affect the Services,;
<br /> (c), provide the access to any site where Services are to be performed;or(d)operate,service or nialritain the Covered Equipment in accordance
<br /> with mariulfaGlurer'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. SIEMiENS will not be obligated to provide replacerrient, Covered EqUipment,ffial represents significant
<br /> capital Improvement compared to the original. Exchanged at- removed components becorne the property of SIEMENS, except Hazardous
<br /> Matviats,which under ail circumstances remain the property and responsibility of Customer,
<br /> 3.4 Uniess agreed!otherwise,Services do not include and SIEMENS Is not responsible for(a)i (a)service or provision Of COnSUrnable SUPPIles,
<br /> including bUt riot firrifted to batteries,and halon cylinder charging;(b)reinstallation or relocation of Covered Equipment;(c)painting or refinishing
<br /> of Covered Equipment or surrounding surfaces„ (dl) changes to Services; (e) parts, accessories, attachments or other devices added! to
<br /> Covered Equipment but riot furnished,by SIEMENS; (f)faliure to continually provide suitable operalfing environment including, but not limited!
<br /> to adequate space, ventilation, electrical power and protection from the efernents; or(g),the rernoval or reinstallation of replacement valves,
<br /> dampers,waterflow switches,venfinig or draining systerns.SIEMENS is not responsible for services performed on any Covered Equipment other
<br /> than by SIEMENS or its agents,
<br /> 15 The Services shalt be performed in a manner consistent,with the degree of care and skill ordinarily exercised by persons performing the same
<br /> or similar Services fn the same locale under similar circumstances and condifions.
<br /> 3.6 SIE MENS shalt perform the S ervices during its local,norm all,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 execulted by all parties hereto,.
<br /> Siemens Industry, Inc. May 30, 201A Page 191
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