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DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40
<br /> GENERAL TERMS AND CONDITIONS
<br /> (SERVICE)
<br /> Article 1: General Customer represents at the commencement of this Agreement that,
<br /> 1.1 These General Terms and Conditions, including any with the exception of Covered Equipment that is an Equipment
<br /> supplemental terms(each a"Rider), are attached to and made part of Deliverable under this Agreement, if any, all Covered Equipment is in
<br /> the Proposal, Advantage Services Agreement, or other document as satisfactory working condition and complies with all applicable codes.
<br /> the case may be induding any change order, in which these General 2.2 If a fire or life safety system is induded as part of the Covered
<br /> Terms and Conditions are incorporated (the"Document"), that when Equipment and does not comply with all applicable codes or if removal
<br /> approved in writing by the Customer and accepted by an authorized of any item of Covered Equipment from coverage would compromise
<br /> representative of Siemens shall(a)constitute the entire,complete and or impair the integrity or the compliance with law of any system or
<br /> exclusive contract between the parties (this "Agreement') (i) to Services, and Customer fails to take all necessary corrective action,
<br /> implement the services identified in the Document(the"Services")to then Siemens may terminate this Agreement without further obligation
<br /> be provided by Siemens and (ii) for the physical equipment and retain all monies received pursuant to this Agreement
<br /> ("Equipment), software owned or licensable by Siemens ("Software'), 2.3 All testing and inspection of any Covered Equipment provided for
<br /> any related documentation ("Related Documentation'), deliverable in this Agreement will be performed at the time and place and in the
<br /> Instruments(as defined in Section 9.2),and Work Product Deliverables manner deemed appropriate by Siemens, in accordance with
<br /> (as defined in Section 9.1)identified in the Document to be provided by applicable law and the requirements of then current National Fire
<br /> Siemens under the Agreement in accordance with the performance of Protection Association ("NFPA") guidelines if applicable, and other
<br /> the Services (collectively, the "Deliverables') and (b) supersedes and relevant standards. Customer is solely responsible for, and hereby
<br /> cancels all prior proposals,agreements and understandings,written or indemnifies and holds Siemens harmless from and against, any
<br /> oral,relating to the subject matter of this Agreement. liability arising from Customer's specification of a testing schedule
<br /> 1.2 Neither party may assign this Agreement or any rights or other than then current NFPA or other applicable standards or laws.
<br /> obligations hereunder without the prior written consent of the other 2.4 If the Covered Equipment is altered or moved by any person,
<br /> except that either party may assign this Agreement to its affiliates and induding Customer, other than Siemens or a person authorized by
<br /> Siemens may grant a security interest in the proceeds to be paid to Siemens, Customer shall immediately notify Siemens in writing, and
<br /> Siemens under this Agreement; assign proceeds of this Agreement; Siemens reserves the right to perform a reacceptance test on, or, if
<br /> and/or use subcontractors in performance of the Services. necessary, a recommissioning of the system at Customer's expense.
<br /> 1.3 The terms and conditions of this Agreement shall not be modified Reacceptance tests will be performed in accordance with then current
<br /> or rescinded except in writing, with the prior approval of the Legal NFPA or other applicable requirements, and charged on a time and
<br /> Departments of Siemens and Customer and signed by duly authorized materials basis.
<br /> officers or managers of Siemens and Customer. Article 3: Services by Siemens
<br /> 1.4 In the event of conflict between the Document and these General 3.1 Siemens shall only perform the Services identified in this
<br /> Terms and Conditions, these General Terms and Conditions shall Agreement. Siemens is not required to conduct safety or other tests,
<br /> control. In the event of conflict between a Rider and Document or install or maintain any devices or equipment or make modifications or
<br /> these General Terms and Conditions, the Rider shall control. Any upgrades to any equipment beyond the scope of this Agreement. Any
<br /> differing or additional terms and conditions in any purchase order or request to change the scope or the nature of the Services must be in
<br /> other document are of no force and effect unless specifically accepted the form of a mutually agreed change order, effective only when
<br /> in writing by the parties. executed by all parties hereto.
<br /> 1.5 Nothing contained in this Agreement shall be construed to give any 3.2 Siemens shall perform the Services during its local, normal
<br /> rights or benefits to anyone other than the Customer and Siemens working hours,unless otherwise stated in this Agreement.
<br /> without the express written consent of both parties.Al provisions of this 3.3 Siemens shall have no liability or obligation to continue providing
<br /> Agreement allocating responsibility or liability between the parties shall Services in the event Customer fails to(a) authorize a reacceptance
<br /> survive the completion of the Services and termination of this test or re-commissioning that Siemens reasonably deems necessary;
<br /> Agreement. (b) notify Siemens of any modifications or changes to the Covered
<br /> 1.6 Certain terms and conditions contained herein may not apply to the Equipment or unusual or materially changed operating conditions,
<br /> Services to be provided hereunder. It is the intent of the parties, hours of usage, system malfunctions or building alterations that may
<br /> however,that the interpretation to be given to the terms and conditions affect the Services;(c) provide the access to any site where Services
<br /> is to apply all terms and conditions unless dearly inapplicable given the are to be performed; or(d) operate, service or maintain the Covered
<br /> type of Services included. Equipment in accordance with manufacturer's or supplier's
<br /> 1.7 This Agreement shall be governed by and enforced in instructions or this Agreement. After any of the aforesaid events,
<br /> accordance with the laws of the State of North Carolina. Any litigation Siemens may terminate or suspend services under this Agreement
<br /> arising under this Agreement shall be brought in the State or immediately, upon giving notice to Customer.
<br /> Commonwealth in which the Services are provided to Customer. 3.4 Any repairs and replacements of Covered Equipment as may be
<br /> 1.8 AFTER THE EXPIRATION OF THE INITIAL TERM, THIS expressly included in the Services are limited to restoring the proper
<br /> AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE working condition of such Covered Equipment. Siemens will not be
<br /> ONE YEAR PERIODS BEGINNING ON THE ANNIVERSARY DATE obligated to provide replacement Covered Equipment that represents
<br /> OF THE INITIAL TERM UNLESS STATED OTHERWISE IN THE significant capital improvement compared to the original. Exchanged
<br /> DOCUMENT. or removed components become the property of Siemens, except
<br /> 1.9 This Agreement is non-cancellable during the Initial Term. Either Hazardous Materials (as defined in Section 10.1), which under all
<br /> party, however, may terminate this Agreement at the end of the Initial circumstances remain the property and responsibility of Customer.
<br /> Term or at the end of a renewal term by giving the other party at least 3.5 The Services shall be performed in a manner consistent with the
<br /> sixty(60)days prior written notice of its intent not to renew. degree of care and skill ordinarily exercised by persons performing the
<br /> 1.10 If, during or within ninety (90) days after the term of this same or similar Services in the same locale under similar
<br /> Agreement, Customer engages any Siemens employee who has circumstances and conditions.
<br /> performed work under this or any other agreement between Customer 3.6 Where Services include energy consulting, any estimates of
<br /> and Siemens, Customer shall pay Siemens an amount equal to the probable construction or implementation costs,financial evaluations,
<br /> employee's latest annual salary. feasibility studies or economic analyses prepared by Siemens, the
<br /> Article 2: Covered Equipment documents prepared for the Customer represent Siemens' best
<br /> 2.1 "Covered Equipment" shall mean the equipment expressly judgment based on Siemens' experience and the information
<br /> identified in the Document upon which Services will be performed. reasonably available to Siemens at the time that the Services are
<br /> Siemens Industry,Inc.,Building Technologies Division 1 of 6
<br /> For:Orange County
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