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<br /> DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD
<br /> 3X All reports arid drawings specifically prepared! for and! deliverable to Customer pursuant to this Agreement ("Deliverables") shall: becorne
<br /> CUStorner'S property upon full payment to StEMENS. SIEMENS may retain,file copies of such Delliverables.All other reports, notes, calculations,
<br /> data,drawings,esfirniates,specifications,manuals,other documents and all computer programs,codes and:computerized materials prepared by or
<br /> for SCEMENS are Instruments of SIEMENS'work("Instruments') and shalt remain SIEMENS property. Siernens,conveys no license to software
<br /> uniess otherwise expressly provided in this Agreement,All Deliverables and Instruments provided to Customer are for Permitted Users'use only
<br /> for the purposes d!isclos N- :1 to SIEMENS,and Customer shall riot transfer them to others or use them or perfrift ffiern to be used for any extension of
<br /> the Services or any other purpose,without SIEMENS' express written consent. Any reuse of Deliverables or Instruments for other projects or
<br /> locations without the written consent of SIIEM!ENIS, or use by any party other than Permitted Users,will be at Permitted Users'sole risk arid
<br /> without liability to SIEMENS;andl,in addition to any other rights SIEMENS may have,Customer shall,to the extent permitted by applicable law
<br /> indemnify, defend and hold! SIEMENS harmless from any cWimis, losses or damages aldsing therefrom, Nio, section of the Agreement is
<br /> intended to create a waiver of Customer's rights or privileges as a sovereign entity,
<br /> 3.9 Customer acknowledges that SIEMENS,, In the norrnai conduct of its business, may use concepts, skills and! know-how developed!while
<br /> performing other contracts. Customer acknowledges the benefit which may accrue to R thouglh this practice, ands accordlingly agirees that
<br /> anything in this Agreement notwithstanding Slemens may continue, without payment of a royalty, this practice of uisilng concepts, skills and'!
<br /> know.-how,developed while performing this Agreement,
<br /> 3.10 Where,Services include energy consulting,any estimates of probable construction or implementation costs,,financial evaluations,feasibility
<br /> studies or economic analyses prepared by SIEMENS, the documents prepared for the Customer will represent SIEMENS' best judgment
<br /> based on SIEMENS'experience and the information reasonably avallable to SIEMENS at the time that the Services are performed. Customer
<br /> acknowledges that SIEMENS does not control:(a)the costs of labor,materials, equipment or services furnished by others;(b) overall]market
<br /> conditions;, or, (c)contractors' irriethods of determining prices, Accordingly,Customer acknowledges that proposals, bids or actual costs may
<br /> differ frorn opinions,evalualJons or studies submitted by SIEMENS as part of the Services provided hereunder.
<br /> 3.11 Where Services include EMC,SIEMENS will have a disaster recovery plan and a disaster contingency plan,
<br /> Article 4: Responsibilities of Custorner
<br /> 4.1 Custorner,without cost to SIEMENS,shall:
<br /> (a) Designate a contact person with authority to make decisions for Customer regarding the Services and! provide SIEMENS with information
<br /> sufficient to contact such person in an emergency. H suich representative cannot be reached, any request for Services received from a person
<br /> located at Customer's site will be deemed autholized by Customer,and SIEMENS will,In its reasonable discretion,act accordingly;
<br /> (b) Provide or arrange without cost all reasonable provisions,means and access for SIEMENS to any site and the equipment where Services are
<br /> to be Performed;
<br /> (c) Permit SIEMENS to control andlor operate all controls,systems,apparatus,equipment and machinery necessary to p,erformi the Services;
<br /> (d) Furnish S I EMiE NS with ailll available informations pertinent to the Services;
<br /> (e) Obtain and! furnish to SIEMENS all approvals, permits and consents fromi government authorities and others as may be required for
<br /> performance of the Services except for those SIEMENS has expressly agreed in writing to obtain;
<br /> (1) Maintain the Services site In a safe condition;notify SIEMENS promptly of any site conditions requiring special care; and:provide SIEMENS,
<br /> with any available documents describing::the quiantity,nature,,];location and extent of such conditions;
<br /> (g) Comply with all] laws and provide any notices required to be given to any government authorities lin connection withi the Services,except such
<br /> notices SIEMENS has expressly agreed in this Agreernent to give;
<br /> (h) Provide SIEMENS,with Material Safety Data Sheets IMSDS)conforming to OSHA requirements related to all Hazardous Materials at the site
<br /> which may impact the Services;
<br /> (i) Furnish to SIEMENS any contingency plans related to the site:
<br /> (j) Furnish the specified operating environment, including without lin ion, suitable, clean, stab�le, prop,erlly conditioned electrical power and
<br /> other utilities,;
<br /> (k) Maintain alill Covered Equipment in good working order in compliance with all applicable laws and service, repair and replace all!Covered
<br /> Equipment as necessary;and,
<br /> (11) Perform inspections and tests as indicated In the Life Safety System Logbook and record same ini the Life Safety System logbook.
<br /> 4.2 Customer acknowledges that the techinicall and pricing Information herein is proprietary to SIEMENS arid agrees riot to disclose or otherwise
<br /> make it available to others,Subject to the provisions of Section 11(h)of the Agreementv
<br /> 4.3 Customer acknowledges that it is now and shialill be at all times in control of the Services site,SIEMENS shall not have aniy responsibility,dluity
<br /> or authority to direct,supervise or oversee any employees or contractors of Custorner or their work or to provide the means,methods or sequence of
<br /> their work or to stop their work.SIEMENS'work arid/or presence at a;,site shall]not relieve others of their responsibility to Customer or to others.
<br /> Except as expressly provided!herein,SIEMENS is not responsible for the adequacy of the health,safety or security programs or precautions related
<br /> to Customer's or it other contractors'activities or operatiori the work of any other person or entity;or Customer's,site conditions.SIEMENS is not
<br /> responsible for Inspecting,observing,reporting or correcting health or safety conditions or deficiencies of customer or others at Customer's site.So
<br /> as not to discourage SIEMENS,frorn voluntarily addressing such issues, in the event SIEMENS does make observations,reports, suggestions or
<br /> otherwise regarding such issues,,SIEMENS shall not be liable or responsible for same.
<br /> 4.4 Except as expressly stated in this Agreement, Customer Is solely responsible for any removal, replacernent or refinishing of the building:
<br /> Structure or finishes that may be required to perform,or gain access to the Services.
<br /> 4.5 Customer alone shall act to,protect life and!property from the time a partial or full system failure occurs until:SIEMENS notifies Customer
<br /> that such system is operational or the emergency has been clleared',Customer's actions shall include all appropriate Interim,safety precautions
<br /> (such as a manual "fire watch"). SIEMENS shall have no, obligation to provide guards, fire watch personnel!, or other services following a
<br /> system failure,except Services as are specifically provided for in this Agreement.
<br /> 4.6 Customer shall not attach to the system or Covered Equipment any device that interferes with the Services or the proper operation of the
<br /> system or Covered Equipment,
<br /> Article 5. Cornin
<br /> 5.1 Annua:ll Fee(s) shall be adjusted for each year after the finial year of the Initial 'Perm pursuant to the agreed Price Adjustment hereto and
<br /> incorporated herein. Unless otherwise agreed in writing;,this Agreement is not canceiable and!the annual fee is riot refundable except as provided
<br /> herein.
<br /> 5.2 Payments to be made under this Agreement will proVide for,and be in consideration of, only Services SpedtiCally included!under the Proposed
<br /> Soluificni. All other Services, including but not limited to the following, shall;be separately billed or surcharged one a finie and: nialefials l (a)
<br /> Siemens Industry, Inc. May 3,01, 2014 Page 20
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