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DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40
<br /> GENERAL TERMS AND CONDITIONS
<br /> (SERVICE)
<br /> performed. Customer acknowledges that Siemens does not control: methods or sequence of the work or to stop their work. Siemens'work
<br /> (a)the costs of labor, materials, equipment or services furnished by and/or presence at a site shall not relieve others of their responsibility
<br /> others; (b) overall market conditions; or, (c) other contractors' to Customer or to others. Except as expressly provided herein,
<br /> methods of determining prices. Accordingly, Customer Siemens is not responsible for the adequacy of the health, safety or
<br /> acknowledges that proposals, bids or actual costs may differ from security programs or precautions related to Customer's or its other
<br /> opinions, evaluations or studies submitted by Siemens as part of the contractors' activities or operations; the work of any other person or
<br /> Services provided hereunder. entity; or Customer's site conditions. Siemens is not responsible for
<br /> 3.7 In the event Energy Management & Controlling ("EMC') is inspecting,observing, reporting or correcting health or safety conditions
<br /> expressly induded, Siemens will have a disaster recovery plan and a or deficiencies of Customer or others at Customer's site. So as not to
<br /> disaster contingency pan. discourage Siemens from voluntarily addressing such issues, in the
<br /> 3.8 In the event Online Data Backup & Protection Services are event Siemens does make observations, reports, suggestions or
<br /> expressly induded in the Document, Siemens will take reasonable otherwise regarding such issues, Siemens shall not be liable or
<br /> steps to protect the security of all Facilities Data stored offsite. responsible for same.
<br /> Siemens does not represent or warrant that Facilities Data will not 4.4 Except as expressly stated in this Agreement, Customer is solely
<br /> be disseminated, compromised or corrupted by reason of responsible for any removal, replacement or refinishing of the building
<br /> unauthorized actions of third parties. For the purposes of these structure or finishes that may be required to perform or gain access to
<br /> General Terms and Conditions, "Facilities Data" means electronic the Services.
<br /> data that is collected or generated by Siemens through scheduled 4.5 Customer alone shall act to protect life and property from the
<br /> back-ups of the databases and/or graphics residing in the time a partial or full system failure occurs until Siemens notifies
<br /> workstation(s)and/or field panel(s)that constitute part of Customer's Customer that such system is operational or the emergency has
<br /> automation control, fire and life safety,and/or security systems. been cleared. Customer's actions shall include all appropriate
<br /> Article 4: Responsibilities of Customer interim safety precautions(such as a manual 'ire watch'). Siemens
<br /> 4.1 Customer,without cost to Siemens,shall: shall have no obligation to provide guards, fire watch personnel, or
<br /> (a) Designate a contact person with authority to make decisions for other services following a system failure, except Services as are
<br /> Customer regarding the Services and provide Siemens with specifically provided for in this Agreement.
<br /> information sufficient to contact such person in an emergency. If such 4.6 Customer shall not attach to the Covered Equipment any device
<br /> representative cannot be reached, any request for Services received that interferes with the Services or the proper operation of the
<br /> from a person located at Customer's site will be deemed authorized by Covered Equipment.
<br /> Customer, and Siemens will, in its reasonable discretion, act 4.7 Customer represents and warrants that it will not use
<br /> accordingly; workstations or field panels that constitute parts of its automation
<br /> (b) Provide or arrange without cost all reasonable provisions, means control, fire and life safety, and/or security systems for electronic
<br /> and access for Siemens to the Covered Equipment; storage of any Personally Identifiable Information. For the purposes
<br /> (c) Permit Siemens to control and/or operate all controls, systems, of these Terms and Conditions, "Personally Identifiable Information"
<br /> apparatus, equipment and machinery necessary to perform the means any personal information that relates to, describes, or is
<br /> Services; capable of being associated with, a particular individual. By way of
<br /> (d) Furnish Siemens with all available information pertinent to the example and not of limitation, Personally Identifiable Information
<br /> Services; indudes an individual's first name or first initial and last name, plus
<br /> (e) Obtain and furnish to Siemens all approvals,permits and consents one or more of the following: social security number, health
<br /> from government authorities and others as may be required for insurance identification number, medical information, insurance
<br /> performance of the Services except for those Siemens has expressly policy number, passport number, taxpayer identification number,
<br /> agreed in writing to obtain; account number, credit card number or any other financial
<br /> (f) Maintain the Services site in a safe condition; notify Siemens information.
<br /> promptly of any site conditions requiring special care; and provide 4.8 SIEMENS HEREBY DISCLAIMS ANY AND ALL LIABILITY
<br /> Siemens with any available documents describing the quantity, nature, FOR DAMAGES, INJURY OR LOSS ARISING OUT OF
<br /> location and extent of such conditions; DISCLOSURE OR DISSEMINATION OF PERSONALLY
<br /> (g) Comply with all laws and provide any notices required to be given IDENTIFIABLE INFORMATION THAT WAS STORED IN
<br /> to any government authorities in connection with the Services, except VIOLATION OF PARAGRAPH 4.7 OF THIS ARTICLE,
<br /> such notices Siemens has expressly agreed in this Agreement to give; 4.9 Subject to the pre-audit requirements of the North Carolina
<br /> (h) Provide Siemens with Material Safety Data Sheets (MSDS) Local Government Budget and Fiscal Control Act, customer shall
<br /> conforming to OSHA requirements related to all Hazardous Materials indemnify,defend and hold Siemens harmless from any daims, losses
<br /> at the site which may impact the Services; or damages arising out of disdosure or dissemination of Personally
<br /> (i) Furnish to Siemens any contingency plans related to the site; Identifiable Information that was stored in violation of paragraph 4.7 of
<br /> (j) Furnish the specified operating environment, including without this Article.
<br /> limitation, suitable, dean, stable, properly conditioned electrical power Article 5: Compensation
<br /> and other utilities; 5.1 THE ANNUAL FEE IS NON- REFUNDABLE EXCEPT AS MAY
<br /> (k) Maintain all Covered Equipment in good working order in BE PROVIDED HEREIN.
<br /> compliance with all applicable laws and service, repair and replace all 5.2 Payments to be made under this Agreement will provide for, and
<br /> Covered Equipment as necessary;and, be in consideration of, only Services specifically induded under the
<br /> (I) Perform inspections and tests as indicated in the Life Safety scope section of the Document. All other Services, including but not
<br /> System Logbook and record same in the Life Safety System logbook. limited to the following, shall be separately billed or surcharged on a
<br /> 4.2 Unless contrary to applicable law or regulation, Customer time and materials basis: (a) emergency Services performed at
<br /> acknowledges that the technical and pricing information contained Customer's request, if inspection does not reveal any deficiency
<br /> herein is proprietary to Siemens and Customer shall not disdose or covered by this Agreement; (b) Services performed other than during
<br /> otherwise make it available to others. Siemens' normal working hours; and (c) Service performed on
<br /> 4.3 Customer acknowledges that it is now and shall be at all times in equipment not covered by this Agreement.
<br /> control of the Services site. Siemens shall not have any responsibility, 5.3 Siemens shall invoice Customer as provided in this Agreement, or
<br /> duty or authority to direct, supervise or oversee any employees or if not expressly provided,then on an annual basis prior to the agreed
<br /> contractors of Customer or their work or to provide the means, start date and annually thereafter on the anniversary of such start date.
<br /> Siemens Industry,Inc.,Building Technologies Division 2 of 6
<br /> For:Orange County
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