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DocuSign Envelope ID:3CB53A1D-C04F-4B51-913A-A5ED432F87BC
<br /> 4.2 Terms rid Conditions
<br /> SERVICE TERM'S AND CONDITIONS(REV,10/019)
<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 conditions of this Agreement shall not be modified or rescinded except in writing, with the prior approval of the legal Departments of SIEMENS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 clearly inapplicable given the type of
<br /> Services included.
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<br /> 1.3 After the expiration of the Initial Tema,this Agreement shall'automatically renew for successive one year periods beginning on the anniversary
<br /> date of the Initial Term unless stated otherwise in the Agreement
<br /> 1.4 Esther party may terminate 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 comply with all applicable codes or if removal of any
<br /> Covered Equipment from coverage would compromise or impair the integrity or the comphiance 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 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("WPA")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. Reacceptance 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 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 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 maybe 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 originai. 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 Uinlss agreed otherwise, Services do not include and SIEMENS is not responsible far lima; (a)service or provision of consumable supplies,
<br /> including but not limited to batteries and halon cylinder charging;(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 liimiited
<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 locale 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 its 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 25, 2013 Page 19
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