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Unrestricted Siemens Industry, Inc.,Smart
<br />Infrastructure
<br />Remote Monitoring Only (04/19)
<br />2.2 Terms And Conditions
<br />MONITORING SERVICE TERMS AND CONDITIONS (Rev. 04/19)
<br />Article 1: General
<br />1.1 This Agreement governs the sale and performance
<br />of Central Station Monitoring (CMS) or Buyer Support Center (CSC)
<br />Monitoring Services provided by Siemens (“Services”). These terms,
<br />any other applicable addenda, Siemens’ proposal, price quote,
<br />purchase order or acknowledgement issued by Siemens form the
<br />parties’ final agreement (“Agreement”).In the event of any ambiguity
<br />or conflict between these documents, precedence shall apply in
<br />accordance with the order written in the previous sentence.Siemens’
<br />proposal, offer or acceptance is conditioned on Buyer's acceptance of
<br />this Agreement. Any additional or conflicting terms in Buyer’s request
<br />for proposal, specifications, purchase order or any other written or oral
<br />communication are not binding on Siemens unless separately signed
<br />by Siemens. Siemens’ failure to object to Buyer’s additional or
<br />conflicting terms does not operate as a waiver of the terms contained in
<br />this Agreement.
<br />1.2 “Monitored Site” means the Buyer’s site for which
<br />Services are to be provided.
<br />1.3 “Authority Having Jurisdiction” or “AHJ”means an
<br />organization, office, or individual responsible for enforcing the
<br />requirements of a code or standard, or for approving equipment,
<br />materials, and installation, or a procedure.
<br />1.4 After the expiration of the Initial Term,this Agreement shall
<br />automatically renew for successive one year periods beginning on the
<br />anniversary date of the Initial Term unless stated otherwise in the
<br />Agreement.
<br />Article 2: Pricing & Payment
<br />2.1 Unless stated in Siemens’ proposal, all payments
<br />are due net thirty (30) days from the invoice date in United States
<br />Dollars.
<br />2.2 Siemens’ performance of Services is subject to
<br />credit approval by Siemens. If there is doubt as to Buyer’s financial
<br />condition, Siemens may withhold performance of Services, require
<br />cash payments or advance payments, or require other satisfactory
<br />financial security before performance of Services. Unless otherwise
<br />prohibited by law, Siemens may terminate this Agreement
<br />immediately in the event of a material adverse change in the Buyer’s
<br />financial condition, including, but not limited to bankruptcy,
<br />insolvency, or liquidation.
<br />2.3 Unless stated in writing by Siemens, Siemens’
<br />rates exclude charges for taxes, excises, fees, duties or other
<br />government charges related to the Services. Buyer will pay these
<br />amounts or reimburse Siemens. If Buyer claims a tax or other
<br />exemption or direct payment permit, Buyer will provide a valid
<br />exemption certificate or permit and indemnify, defend and hold
<br />Siemens harmless from any taxes, costs and penalties arising from
<br />same. Increases,changes (including in application), adjustments or
<br />surcharges which may be incurred are for Buyer’s account.
<br />2.4 Late payments shall bear interest at an annual
<br />percentage rate of twelve percent (12%) or the highest rate allowed
<br />by law, whichever is lower.
<br />2.5 If Buyer disputes all or any portion of an invoice, it
<br />must first deliver written notice to Siemens of the disputed amount
<br />and the basis for the dispute within twenty-one (21) days of
<br />receiving the invoice. Failure of Buyer to timely notify Siemens of
<br />any dispute constitutes a waiver of Buyer’s claim. If Buyer only
<br />disputes a portion of the invoice Buyer must pay the undisputed
<br />portion in accordance with Article 2.1. Upon resolution of the dispute
<br />in favor of Siemens, Buyer must pay the invoice or the remainder of
<br />the invoice,plus any accrued interest on the late payment.
<br />2.6 Siemens may suspend Services if an undisputed invoice is
<br />more than fifteen (15) days past due. Siemens may terminate this
<br />Agreement if an undisputed invoice is more than thirty (30) days
<br />past due.
<br />2.7 Unless agreed otherwise, the pricing for each year
<br />after the Initial Term of the Agreement and each year of each
<br />renewal of the Agreement shall be determined as the immediate
<br />prior year price plus a price escalator of three percent (3%).In
<br />addition, each renewal term pricing shall be adjusted for any
<br />additions or deletions to Services selected for the renewal term.
<br />Except for where the Initial Term annual pricing is specifically
<br />identified in the Proposal, this escalator shall be applicable to each
<br />annual term, whether a renewal term or an annual term after the first
<br />year of the Initial Term.
<br />Article 3: Risk of Loss and Schedule
<br />3.1 Services shall be performed at the Monitored Site
<br />identified in the proposal. Risk of loss of or damage to Buyer’s
<br />equipment shall remain with Buyer at all times during the
<br />performance of the Services hereunder. If Buyer procures or has
<br />procured property damage insurance applicable to occurrences at
<br />the Monitored Site, Buyer shall obtain a waiver by the insurers of all
<br />subrogation rights against Siemens.
<br />3.2 Except as expressly provided herein,Siemens shall not be
<br />responsible for the adequacy of the security, safety or health
<br />programs or precautions related to Buyer's activities or operations,
<br />or the Monitored Site’s conditions.
<br />Article 4: Services by Siemens
<br />4.1 Siemens may provide alarm monitoring and/or
<br />notification services to Buyer under this Agreement. Buyer
<br />acknowledges and agrees that in the event an alarm is received at
<br />Siemens’ monitoring center, Siemens will attempt to contact Buyer
<br />or any representative provided to Siemens on Buyer’s Emergency
<br />contact list by telephone/ two-way voice to confirm the alarm is not
<br />false. In the event Siemens fails to contact Buyer or its
<br />representative, Siemens will attempt to notify the police department
<br />or fire department. Buyer agrees that Siemens shall have no liability
<br />pertaining to any two way voice communications, text messaging or
<br />internet video recordings or their publication. Siemens shall not be
<br />liable for any damages or alarm signal failures due to
<br />communication disruptions to telephone lines, cell phones, internet
<br />connections, radio frequency, internet, any other transmission
<br />modes, including but not limited to DSL, Cable, ADSL, and VOIP.
<br />Siemens shall have no responsibility or liability for interruptions of
<br />service or any resulting consequence.
<br />4.2 Siemens' response to receipt of signals from the
<br />alarm system and signaling initiation devices (collectively,“System”)
<br />shall be in accordance with Siemens'Standard Operating
<br />Procedures and with this Agreement. Siemens reserves the right, in
<br />its sole judgment, to first investigate the cause of such signals by
<br />either telephoning Buyer at Buyer’s designated telephone
<br />number(s), or dispatching a representative to Buyer's premises to
<br />determine whether an emergency condition exists, warranting
<br />transmission of the signal(s) to the Police (“security monitoring”),
<br />Fire Department (“fire monitoring”), and/or Buyer’s designated
<br />representative (“mechanical monitoring”).
<br />4.3 The Services performed by Siemens shall be
<br />conducted in a manner consistent with the degree of care and skill
<br />ordinarily exercised by reputable companies performing the same or
<br />similar Services in the same locale acting under similar circumstances
<br />and conditions.
<br />4.4 SIEMENS is not required to conduct safety or other
<br />tests, install or maintain devices or equipment or make modifications
<br />to the System.
<br />Article 5: Force Majeure/Delays.
<br />If either party is unable to perform or suffers delay in performance, due
<br />to any cause beyond its reasonable control (regardless of whether the
<br />cause was foreseeable), the time of performance will be extended by a
<br />period equal to the length of time it takes to overcome the effect of the
<br />event. In addition, Siemens shall be entitled to be compensated by
<br />Buyer for reasonable and direct additional costs incurred during such
<br />event. Siemens will notify Buyer within a reasonable time after
<br />becoming aware of any such event. If there are force majeure delays
<br />exceeding 180 days in the aggregate, Siemens may terminate the
<br />Agreement. For the avoidance of doubt, failure to pay shall not
<br />constitute a force majeure delay.
<br />Article 6: Buyer’s Requirements
<br />6.1 Buyer, without cost to Siemens, shall, at its sole expense:
<br />(a)Furnish Siemens with a written list of names, titles,
<br />and contact phone numbers of all persons authorized to enter the
<br />Monitored Site after business hours and provide Siemens with
<br />written updates of any change prior to close of business at the
<br />Monitored Site on the day of such change;
<br />(b)Furnish Siemens with a written list of names, titles,
<br />and contact phone numbers of persons to be notified in the event a
<br />System signal is received and provide Siemens with written updates
<br />of any change prior to close of business at the Monitored Site on the
<br />day of such change;
<br />(c)Furnish Siemens written notice of any changes in
<br />the System or any applicable bureau or authority having jurisdiction
<br />for same;
<br />DocuSign Envelope ID: BD2BDCCB-A936-4D6E-9287-E4BE0191A7FE
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