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<br /> DocuSign Envelope ID: F9EEB204-AFE5-4984-B49A-37234E3B3DBD
<br /> damages, to the greater oaf$1,,01010 or 101% of the total compensation received by SIEMENS from Customer under this Agreernent. SIEMENS
<br /> reserves the right to control the defense and'settlement of any claim for which SIEMENS has an obligation under the warranty hereunder,The
<br /> parties acknowledge that the price which SIEMENS has agreed to perform its Services and obligations under this Agreement is calculated based
<br /> upon the foregoing limitations of Ilabillity,and that SIEMENS has expressly relied on,and would not have entered into this Agreement but for such
<br /> limitations,of liability.
<br /> 7.6 It is understood and agreed by and! between the p�arties that SIEMENS is not an insurer and this Agreement is riot intended to be an
<br /> Insurance policy or a substitute for an insurance pollicy. insurance, if any, shiall be obtained by CUStOnlier. N ees are based!solely upon the
<br /> value of the Services,andi are unrelated!to the value of Customer's property of the property of others on Customer's premises.
<br /> Article 8': Limitations of Maintenance or Service Obligations
<br /> 8.1 SIEMENS will not be responsible for the maintenance,repair or replacement of, or Services necessitated by reason oaf`. (a)non-rnaintainable,
<br /> non-replaceablie or obsolete parts of the Equipment, including but riot limited to ductwork, shell and!tubes, heat exchangers, coills, unit cabinets,
<br /> casings,refractory material,electrical wiring,water and pneumatic piping,stiwtuiral supports,cooling tower fill,slats and basins,etc.unless otherwise
<br /> specifically stated herein; or (b) negligence, abuse, misuse, improper or inadequate repairs or modifications, improper operation, lack of operator
<br /> maintenance or skill,failure to comply with manufacturers operating and environmental requirements,Acts of God,or other reasons beyond its controll.
<br /> SIEMENS assumes no responsibility for any service,performed on any Covered Equipment other than by SIEMENS or its agents.
<br /> 8.2 SIEMENS shall not be responsible for loss,delay,Injury or darnagle that may be caused by Circumstances beyond its control,including but not
<br /> restricted to acts or emissions by Customer or Its employees or agents,Acts of God,war,civil cornmotion, acts of government,fire,theft,corrosion,
<br /> flood, water damage, lilghtning, freeze-ups, computer viruses, program, or system hackers, strikes, lockOUIS, differences with workmen, fials,
<br /> explosions,quarantine restrictions,delays In transportation,or shortage of vehicles,fuel,,labor or materials.
<br /> 8.3 SIEMENS is not responsible for repairs, replacements or services to Equipment due to corrosion, erosion, Improper or inadequate water
<br /> treatment by others,electrolytic or chemical action,or reasons beyond its reasonable control.
<br /> 8.4 SIEMENS shall riot be responsible for the rernovat or reinstallation of replacement vallves,, dampers,,waterfllow and tamper switchies,airflow
<br /> stations, and any other permanently mounted integral pipe or air duct component.Additionally,SIEMENS shiall not be responsible for any venting or
<br /> draining of systems.
<br /> &S WHERE SERVICES INCLUDE EFFORTS BY SIEMENS TO HELP CUSTOMER TO ATTAIN REBA'rE,`)' AN!DiOR INCENTIVES FROM
<br /> AVAILABLE SOURCES OR ENERGY/FUEL COST REDUCTION, CUSTOMER ACKNOiWI EDGES THAT ANY REBATE/INCENTIVE OR
<br /> ENERGY/ FUEL COST REDUCTION THAT MAY BE AVAILABLE TO CUSTOMER IS GRANTED BY A rHiRf) PARTY OUTSIDE THE
<br /> CONTROL OF SIEMENS, CUSTOMER FURTHER ACKNOWLEDGES THAT WHILE SIEMENS WILI EITHER ASSISI' CUSTOMER OR
<br /> ENDEAVOR ITSELF TO OBTAIN ANY AND ALI REBATESANCENTIVES OR ENERGY1 FUEL COST REDUCTION AVAII ABI E", SIEMENS
<br /> DOES NOT GUARANTEE THAT IT WILL OBTAIN OR APPLY FOR ALL REBATESIINCEN'TIVES OR ENERGY/FUEL COST REDUCTIONS
<br /> THA-r MAYBE AVAILABLE TO CUSTOMER. FURTHER,CUSTOMER HEREBY RELEASES SIEMENS FROMANYANDAI L 1 IABILITY TO
<br /> CUSTOMER OR ANY THIRD PARTY ARISING FROM SIEMENS' FAILURE TO OBTAIN OR APPLY FOR ANY REBATEI INCENTIVE OR
<br /> ENERGY/FUEL.COST REDUCT ION THAT COULD IN ANYWAY BE OBTAINED BY CUSTOMER.
<br /> Article 9: Hazardous Materials Provisions
<br /> 9.1 The Services does not include directly or indirectly performing or arranging for the cletection, trientoring, handling, storagie, rerrioval,
<br /> transportation,disposal or treatment of Oil or Hazardous Materials, Except as disclosed pursuant to this Article,Customer represents that,to its
<br /> best knowledge, there is no asbestos or any other hazardous or toxic materials, as defined in the Comprehensive Environmental Response,
<br /> Compensation and Liability Act of 1980, as amended, the regulations promulgated thereuindler, arid other applicable federall, state or local flaw
<br /> ("i hazardous Materials"),present at Customer's Sites where the Services are performed!, SIEMENS,will notify Customer Immediately if it discovers
<br /> or suspects the presence of any Hazardous Material. All Services have been priced and agreed to by SIEMENS in reliance on Customer's
<br /> representations as set forth in:this Article.The presence of Hazardous Materials constitutes a change in this Agreement whose terms miust be
<br /> agreed upon by SIEMENS before its obligations hereunder shall continue.
<br /> 9.2 Customer Is solely responsible for tesIling,abating,encapsulating!,removing,,remedying or neutralizing such Hazardous Materials,and fair the
<br /> costs thereof.Customer is responsible for the proper disposal of all Hazardous Materials and Oil that at any time are present at the Services site in
<br /> accordance with all]applicable federal,state,and locall laws,regulations,and ordinances.Even if change order has been entered into,pursuant to
<br /> this Article, SIEMENS shall have the right to stop the Services until the site is free froim, Hazardous Materials. In such event, SIEMENS shalli
<br /> receive an equitable extension of firne to complete the Services,and compensation for dellays caused by Hazardous Materials remediation.In no
<br /> event shall SIEMENS be required or construed to take title,ownership or responsibility for such Oil or Hazardous i Customer shall sign any
<br /> required waste manifests in:conformance with all government regulations,listing Customer as the generator of flue waste.
<br /> 9.3 Customer warrants that,prior to the execution of this Agreement,It shall notify SIEMENS in writing of any and all H'azar'dous Materials which
<br /> to Customer's best knowledge are present,potentially present or likely to become present at the Services site and shalt provide a copy of any site
<br /> safety policies,including but not limited to iock-out and tag procedures,chemicall hygiene plan,MlSDSs or other];terns required to be disclosed or
<br /> maintained by federal;,slate,or local laws,regulations or ordinances.
<br /> 9.4 CLMIomer shall to the extent permitted by applicable law, indemnify, defend and hold!SIEMENS harmless from and against any damages,
<br /> losses, costs, liabilities,or expenses (including, attorneys'fees) arlising out of any Olil at Hazardous Materials or frorn Customer's breach of, or
<br /> failure to pedorm its obligations under this Article,Provided however,no section of the Agreament is intended!to create a waiver of Customer's
<br /> rights or privilegles as a sovereign entity.
<br /> Article 10: Import/Export Indemnity
<br /> 10.I Customer acknowledges that SIEMENS is required to comply with applicable export laws and reg ulafioris relating!,to the sale,exportation,
<br /> transfer, assignment, disposal and usagle of the CoveredEquipment or Services provided under the Contract,, including any export license
<br /> requirernents. Customer agrees that such Coverecl Equipment or Servkes shialli not at any time directly or indirectly be used, exported,soild',
<br /> transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export (laws and
<br /> regulations. It shat be a condition of the continuing performance by SIEMENS of its obligations hereunder that compliance with such export
<br /> laws and regulations be maintained at all times. CUSTOMER AGREES,TO INDEMNIFY AND HOLD,SIEMENS 11ARMI-ESS FROM ANY AND
<br /> ALL COSTS,LIABILITIES,PENALTIES, SANCTIONS,AND FINIES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS
<br /> AND REGULATIONS. Provided!however,no section of the Agreement is intended to create a waiver of Customers rights or privileges as a
<br /> sovereign entity,
<br /> Siemens Industry, Inc. May 30, 2014 Page 22
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