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DocuSign Envelope ID: AD3C76OB- 8590- 44B6- 96E4- CA9154EB7FOF
<br />GENERAL TERMS AND CONDITIONS
<br />(SERVICE)
<br />performed. Customer acknowledges that Siemens does not control:
<br />(a) the costs of labor, materials, equipment or services furnished by
<br />others; (b) overall market conditions; or, (c) other contractors'
<br />methods of determining prices. Accordingly, Customer
<br />acknowledges that proposals, bids or actual costs may differ from
<br />opinions, evaluations or studies submitted by Siemens as part of the
<br />Services provided hereunder.
<br />3.7 In the event Energy Management & Controlling ( "EMC ") is
<br />expressly included, Siemens will have a disaster recovery plan and a
<br />disaster contingency plan.
<br />3.8 In the event Online Data Backup & Protection Services are
<br />expressly included in the Document, Siemens will take reasonable
<br />steps to protect the security of all Facilities Data stored offsite.
<br />Siemens does not represent or warrant that Facilities Data will not
<br />be disseminated, compromised or corrupted by reason of
<br />unauthorized actions of third parties. For the purposes of these
<br />General Terms and Conditions, "Facilities Data" means electronic
<br />data that is collected or generated by Siemens through scheduled
<br />back -ups of the databases and /or graphics residing in the
<br />workstation(s) and /or field panel(s) that constitute part of Customer's
<br />automation control, fire and life safety, and /or security systems.
<br />Article 4: Responsibilities of Customer
<br />4.1 Customer, without cost to Siemens, shall:
<br />(a) Designate a contact person with authority to make decisions for
<br />Customer regarding the Services and provide Siemens with
<br />information sufficient to contact such person in an emergency. If such
<br />representative cannot be reached, any request for Services received
<br />from a person located at Customer's site will be deemed authorized by
<br />Customer, and Siemens will, in its reasonable discretion, act
<br />accordingly;
<br />(b) Provide or arrange without cost all reasonable provisions, means
<br />and access for Siemens to the Covered Equipment;
<br />(c) Permit Siemens to control and /or operate all controls, systems,
<br />apparatus, equipment and machinery necessary to perform the
<br />Services;
<br />(d) Furnish Siemens with all available information pertinent to the
<br />Services;
<br />(e) Obtain and furnish to Siemens all approvals, permits and consents
<br />from government authorities and others as may be required for
<br />performance of the Services except for those Siemens has expressly
<br />agreed in writing to obtain;
<br />(f) Maintain the Services site in a safe condition; notify Siemens
<br />promptly of any site conditions requiring special care; and provide
<br />Siemens with any available documents describing the quantity, nature,
<br />location and extent of such conditions;
<br />(g) Comply with all laws and provide any notices required to be given
<br />to any government authorities in connection with the Services, except
<br />such notices Siemens has expressly agreed in this Agreement to give;
<br />(h) Provide Siemens with Material Safety Data Sheets (MSDS)
<br />conforming to OSHA requirements related to all Hazardous Materials
<br />at the site which may impact the Services;
<br />(i) Furnish to Siemens any contingency plans related to the site;
<br />Q) Furnish the specified operating environment, including without
<br />limitation, suitable, clean, stable, properly conditioned electrical power
<br />and other utilities;
<br />(k) Maintain all Covered Equipment in good working order in
<br />compliance with all applicable laws and service, repair and replace all
<br />Covered Equipment as necessary; and,
<br />(1) Perform inspections and tests as indicated in the Life Safety
<br />System Logbook and record same in the Life Safety System logbook.
<br />4.2 Unless contrary to applicable law or regulation, Customer
<br />acknowledges that the technical and pricing information contained
<br />herein is proprietary to Siemens and Customer shall not disclose or
<br />otherwise make it available to others.
<br />4.3 Customer acknowledges that it is now and shall be at all times in
<br />control of the Services site. Siemens shall not have any responsibility,
<br />duty or authority to direct, supervise or oversee any employees or
<br />contractors of Customer or their work or to provide the means,
<br />Siemens Industry, Inc., Building Technologies Division
<br />For: Orange County
<br />methods or sequence of their work or to stop their work. Siemens' work
<br />and /or presence at a site shall not relieve others of their responsibility
<br />to Customer or to others. Except as expressly provided herein,
<br />Siemens is not responsible for the adequacy of the health, safety or
<br />security programs or precautions related to Customer's or its other
<br />contractors' activities or operations; the work of any other person or
<br />entity; or Customer's site conditions. Siemens is not responsible for
<br />inspecting, observing, reporting or correcting health or safety conditions
<br />or deficiencies of Customer or others at Customer's site. So as not to
<br />discourage Siemens from voluntarily addressing such issues, in the
<br />event Siemens does make observations, reports, suggestions or
<br />otherwise regarding such issues, Siemens shall not be liable or
<br />responsible for same.
<br />4.4 Except as expressly stated in this Agreement, Customer is solely
<br />responsible for any removal, replacement or refinishing of the building
<br />structure or finishes that may be required to perform or gain access to
<br />the Services.
<br />4.5 Customer alone shall act to protect life and property from the
<br />time a partial or full system failure occurs until Siemens notifies
<br />Customer that such system is operational or the emergency has
<br />been cleared. Customer's actions shall include all appropriate
<br />interim safety precautions (such as a manual "fire watch "). Siemens
<br />shall have no obligation to provide guards, fire watch personnel, or
<br />other services following a system failure, except Services as are
<br />specifically provided for in this Agreement.
<br />4.6 Customer shall not attach to the Covered Equipment any device
<br />that interferes with the Services or the proper operation of the
<br />Covered Equipment.
<br />4.7 Customer represents and warrants that it will not use
<br />workstations or field panels that constitute parts of its automation
<br />control, fire and life safety, and /or security systems for electronic
<br />storage of any Personally Identifiable Information. For the purposes
<br />of these Terms and Conditions, "Personally Identifiable Information"
<br />means any personal information that relates to, describes, or is
<br />capable of being associated with, a particular individual. By way of
<br />example and not of limitation, Personally Identifiable Information
<br />includes an individual's first name or first initial and last name, plus
<br />one or more of the following: social security number, health
<br />insurance identification number, medical information, insurance
<br />policy number, passport number, taxpayer identification number,
<br />account number, credit card number or any other financial
<br />information.
<br />4.8 SIEMENS HEREBY DISCLAIMS ANY AND ALL LIABILITY
<br />FOR DAMAGES, INJURY OR LOSS ARISING OUT OF
<br />DISCLOSURE OR DISSEMINATION OF PERSONALLY
<br />IDENTIFIABLE INFORMATION THAT WAS STORED IN
<br />VIOLATION OF PARAGRAPH 4.7 OF THIS ARTICLE,
<br />4.9 Subject to the pre -audit requirements of the North Carolina
<br />Local Government Budget and Fiscal Control Act, customer shall
<br />indemnify, defend and hold Siemens harmless from any claims, losses
<br />or damages arising out of disclosure or dissemination of Personally
<br />Identifiable Information that was stored in violation of paragraph 4.7 of
<br />this Article.
<br />Article 5: Compensation
<br />5.1 THE ANNUAL FEE IS NOW REFUNDABLE EXCEPT AS MAY
<br />BE PROVIDED HEREIN.
<br />5.2 Payments to be made under this Agreement will provide for, and
<br />be in consideration of, only Services specifically included under the
<br />scope section of the Document. All other Services, including but not
<br />limited to the following, shall be separately billed or surcharged on a
<br />time and materials basis: (a) emergency Services performed at
<br />Customer's request, if inspection does not reveal any deficiency
<br />covered by this Agreement; (b) Services performed other than during
<br />Siemens' normal working hours; and (c) Service performed on
<br />equipment not covered by this Agreement.
<br />5.3 Siemens shall invoice Customer as provided in this Agreement, or
<br />if not expressly provided, then on an annual basis prior to the agreed
<br />start date and annually thereafter on the anniversary of such start date.
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