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DocuSign Envelope ID:299C1D9F-FB2B-45B9-AA1F-9C3418D1287B
<br /> GENERAL TERMS AND CONDITIONS
<br /> (Solutions)
<br /> THE REQUIREMENTS OF ANY LAW, REGULATION, immediately if it discovers or suspects the presence of any
<br /> SPECIFICATION OR CONTRACT RELATIVE THERETO, WHICH Hazardous Material. All Work has been priced and agreed to by
<br /> ARE HEREBY EXPRESSLY DISCLAIMED. SIEMENS MAKES NO Siemens in reliance on Customer's representations as set forth in
<br /> WARRANTY, EXPRESS OR IMPLIED, THAT ANY EQUIPMENT this Section 8.1. The presence of Hazardous Materials constitutes a
<br /> PROVIDED HEREUNDER WILL PREVENT ANY LOSS, OR WILL change in the Proposed Solution equivalent to a change order
<br /> IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS whose terms must be agreed to by Siemens before its obligations
<br /> INSTALLED OR INTENDED. The limited express warranties and hereunder will continue.
<br /> representation set forth in this Agreement may only be modified or 8.2 Customer shall be solely responsible for testing, abating,
<br /> supplemented in a writing signed by a duly authorized signatory of encapsulating, removing, remedying or neutralizing such Hazardous
<br /> Siemens. Materials, and for the costs thereof. Even if an appropriate change
<br /> 7.4 Siemens shall maintain the following insurance while performing order has been entered into pursuant to Section 8.1 above,
<br /> the Work: Siemens will continue to have the right to stop the Work until the job
<br /> Workers'Compensation Statutory site is free from Hazardous Materials. In such event, Siemens will
<br /> Employers' Liability $1,000,000 each accident receive an equitable extension of time to complete its Work, and
<br /> Commercial General $1,000,000 per occurrence and compensation for delays caused by Hazardous Materials
<br /> Liability $5,000,000 in the aggregate remediation. In no event shall Siemens be required or construed to
<br /> Automobile Liability $1,000,000 per occurrence/aggregate take title, ownership or responsibility for such Oil or Hazardous
<br /> 7.5 Risk of loss of materials and Equipment furnished by Siemens Materials. Customer shall sign any required waste manifests in
<br /> shall pass to Customer upon delivery to Customer's premises, and conformance with all government regulations, listing Customer as the
<br /> Customer shall be responsible for protecting and insuring them generator of the waste.
<br /> against theft and damage. 8.3 Customer warrants that, prior to the execution of the Agreement,
<br /> 7.6 WITH RESPECT TO ANY LIABILITY WARRANTY OR it has notified Siemens in writing of any and all Hazardous Materials
<br /> OTHERWISE) THAT SIEMENS MAY HAVE UNDER THIS present, potentially present or likely to become present at
<br /> AGREEMENT, IN NO EVENT SHALL SIEMENS BE LIABLE Customer's locations and has provided a copy of any jobsite safety
<br /> (INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN policies, including but not limited to lock-out and tag procedures,
<br /> TORTS) FOR ANY LOSS OF USE, REVENUE, ANTICIPATED laboratory procedures, chemical hygiene plan, material safety data
<br /> PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR sheets or other items covered or required to be disclosed or
<br /> CONSEQUENTIAL DAMAGES INCLUDING WITHOUT maintained by federal, state, or local laws, regulations or
<br /> LIMITATION LOST PROFITS AN /OR LOST BUSINESS ordinances.
<br /> OPPORTUNITIES)ARISING OUT OF OR IN CONNECTION WITH 8.4 For separate consideration of $10 and other good and valuable
<br /> THIS AGREEMENT OR THE WORK WHETHER ARISING IN consideration, the receipt and adequacy of which are hereby
<br /> WARRANTY, TORT, CONTRACT , STRICT LIABILITY, OR ANY acknowledge, Customer shall indemnify, defend and hold Siemens
<br /> OTHER THEORY OF LIABILITY, WHETHER, FOR WARRANTY, harmless from and against any damages, losses, costs, liabilities or
<br /> LATE OR NON-DELIVERY OF ANY WORK, AND WHETHER expenses (includingattorneys' fees arising out of any Oil or
<br /> SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH Hazardous Materials or from Customer's breach of, or failure to
<br /> DAMAGES. Siemens reserves the right to control the defense and perform its obligations under,Sections 8.1, 8.2 or 8.3.
<br /> settlement of any claim for which Siemens has an obligation to Article 9:Import/Export Indemnity
<br /> indemnify hereunder. 9.1 Customer acknowledges that Siemens is required to comply
<br /> 7.7 It is understood and agreed by and between the parties that with applicable export laws and regulations relating to the sale,
<br /> Siemens is not an insurer and this Agreement is not intended to be exportation, transfer, assignment, disposal and usage of the Work
<br /> an insurance policy or a substitute for an insurance policy. Pricing or Equipment or services provided under the Contract, including
<br /> for the Work is based solely upon the value of the Work provided any export license requirements. Customer agrees that such
<br /> hereunder, and are unrelated to the value of Customer's property Work or Equipment or Software shall not at any time directly or
<br /> or the property of others on Customer's premises. Accordingly, indirectly be used, exported, sold, transferred, assigned or
<br /> Siemens' aggregate liability for any and all claims, losses or otherwise disposed of in a manner which will result in non-
<br /> expenses (including attorneys fees) arising out of this Agreement, compliance with such applicable export laws and regulations. It
<br /> or out of any Work or goods furnished under this Agreement, shall be a condition of the continuing performance by Siemens of
<br /> whether based in contract, negligence, strict liability, agency, its obligations hereunder that compliance with such export laws
<br /> warranty, trespass, indemnity or any other theory of liability, shall and regulations be maintained at all times. CUSTOMER AGREES
<br /> be limited to the lesser of $1,000,000 or the total compensation TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY
<br /> received by Siemens from Customer under this Agreement; AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND
<br /> EXCEPT FOR SUCH CLAIMS, LOSSES OR EXPENSES FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE
<br /> ARISING FROM, OR CAUSED BY, THE FAILURE OF A EXPORT LAWS AND REGULATIONS.
<br /> SIEMENS INSTALLED FLS SYSTEM TO OPERATE PROPERLY. Article 10: Small Business Concern
<br /> IN SUCH EVENT, CUSTOMER'S SOLE REMEDY FOR A SIEMENS shall adhere to FAR 52.219-8 regarding the "Utilization
<br /> DEFECTIVE NON-CONFORMING FLS SYSTEM PROVIDED of Small Business Concerns", as part of its Commercial Small
<br /> HEREUNDER SHALL BE IN ACCORDANCE WITH THE Business Subcontracting Agreement with the federal government.
<br /> WARRANTY TERMS CONTAINED HEREIN. SIEMENS' policy is to offer small business concerns, including
<br /> 7.8 The parties acknowledge that the price which Siemens has small disadvantaged businesses, women owned small-
<br /> agreed to perform its Work and obligations under this Agreement is businesses, HUBZone small businesses, veteran owned small
<br /> calculated based upon the foregoing limitations of liability, and that businesses and service disabled veteran owned small businesses,
<br /> Siemens has expressly relied on, and would not have entered into the "maximum practical opportunity" to participate in performing
<br /> this Agreement but for such limitations of liability. contracts let by any commercial entity, local government or federal
<br /> Article 8:Hazardous Materials Provisions agency, including subcontracts for subsystems, assemblies,
<br /> 8.1 The Work does not include directly or indirectly performing or components, and related services for major systems.
<br /> arranging for the detection, monitoring, handling, storage, removal,
<br /> transportation, disposal or treatment of Oil or Hazardous Materials.
<br /> Except as disclosed pursuant to Section 8.3, Customer represents
<br /> that there is no asbestos or any other hazardous or toxic materials,
<br /> as defined in the Comprehensive Environmental Response,
<br /> Compensation and Liability Act of 1980, as amended, the
<br /> regulations promulgated thereunder, and other applicable federal,
<br /> state or local law ("Hazardous Materials"), present at Customer's
<br /> locations where Work is performed. Siemens will notify Customer
<br /> Siemens Industry,Inc., Building Technologies Division Solutions(v.5/15)
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