Siemens Industry, Inc.June 18, 2020 Page 23
<br />4.2 Terms and Conditions
<br />SERVICE TERMS AND CONDITIONS (REV. 10/09)
<br />Article 1: General
<br />1.1 (a) This Agreement constitutes the entire, complete and exclusive agreement between the parties relating to the services ("Services") to be
<br />provided by SIEMENS and supersedes and cancels all prior proposals, agreements and understandings, written or oral, relating to the subject
<br />matter of this Agreement. Neither party may assign the Agreement or any rights or obligations hereunder without the prior written consent of the
<br />other except that either party may assign this Agreement to its affiliates and SIEMENS may grant a security interest in the proceeds to be paid to
<br />SIEMENS under this Agreement; assign proceeds of the Agreement; and/or use subcontractors in performance of the Services. The terms and
<br />conditions of this Agreement shall not be modified or rescinded except in writing, with the prior approval of the Legal Departments of SIEMENS
<br />and Customer and signed by duly authorized officers or managers of SIEMENS and Customer.
<br />(b) Nothing contained in this Agreement shall be construed to give any rights or benefits to anyone other than the Customer and SIEMENS without
<br />the express written consent of both parties. All provisions of this Agreement allocating responsibility or liability between the parties shall survive the
<br />completion of the Services and termination of this Agreement.
<br />(c) Certain terms and conditions contained herein may not apply to the Services to be provided hereunder. It is the intent of the parties, however,
<br />that the interpretation to be given to the terms and conditions is to apply all terms and conditions unless clearly inapplicable given the type of
<br />Services included.
<br />1.2 This Agreement shall be governed by and enforced in accordance with the laws of the State of Illinois. Any litigation arising under this
<br />Agreement shall be brought in the State or Commonwealth in which the Services are provided to Customer. TO THE EXTENT PERMITTED BY
<br />LAW, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS AGREEMENT.
<br />1.3 After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year periods beginning on the anniversary
<br />date of the Initial Term unless stated otherwise in the Agreement.
<br />1.4 Either party may terminate or amend this Agreement at the end of the Initial Term or at the end of a renewal term by giving the other party at least
<br />sixty (60) days prior written notice of such amendments or intent not to renew.
<br />1.5 If, during or within 90 days after the term of this Agreement, Customer engages any SIEMENS employee who has performed work under this or
<br />any other agreement between Customer and SIEMENS, Customer shall pay SIEMENS an amount equal to the employee's latest annual salary.
<br />Article 2: Covered Equipment
<br />2.1 “Covered equipment” shall mean that equipment expressly identified as System Components in this Agreement. The Customer represents
<br />that at the commencement of this Agreement all Covered Equipment is in satisfactory working condition and complies with all applicable codes.
<br />2.2 If the fire or life safety system is included as part of the Covered Equipment does not comply with all applicable codes or if removal of any
<br />Covered Equipment from coverage would compromise or impair the integrity or the compliance with law of any system or Services, and Customer
<br />fails to take corrective action, then SIEMENS may terminate this Agreement without further obligation and retain all monies received pursuant to
<br />this Agreement.
<br />2.3 All testing and inspection of any Covered Equipment provided for in this Agreement will be performed at the time and place and in the
<br />manner deemed appropriate by SIEMENS, in accordance with applicable law and the requirements of then current National Fire Protection
<br />Association ("NFPA") guidelines if applicable, and other relevant standards. Customer is solely responsible for, and hereby indemnifies and holds
<br />SIEMENS harmless from and against, any liability arising from Customer's specification of a testing schedule other than then current NFPA or
<br />other applicable standards or laws.
<br />2.4 If the Covered Equipment is altered or moved by any person, including Customer, other than SIEMENS or a person authorized by it,
<br />Customer shall immediately notify SIEMENS in writing, and SIEMENS reserves the right to perform a reacceptance test on, or, if necessary, a
<br />recommissioning of the system at Customer's expense. Reacceptance tests will be performed in accordance with then current NFPA or other
<br />applicable requirements, and charged on a time and materials basis.
<br />Article 3: Services by SIEMENS
<br />3.1 SIEMENS shall only perform the Services identified in this Agreement.
<br />3.2 SIEMENS shall have no liability or obligation to continue providing Services in the event Customer fails to (a) authorize a reacceptance test or
<br />recommissioning that SIEMENS reasonably deems necessary; (b) notify SIEMENS of any modifications or changes to the Covered Equipment or
<br />unusual or materially changed operating conditions, hours of usage, system malfunctions or building alterations that may affect the Services;
<br />(c) provide the access to any site where Services are to be performed; or (d) operate, service or maintain the Covered Equipment in accordance
<br />with manufacturer’s or supplier’s instructions or this Agreement. After any of the aforesaid events SIEMENS may terminate or suspend services
<br />under this Agreement immediately, upon giving notice to Customer.
<br />3.3 Any repairs and replacements of Covered Equipment as may be expressly included in the Services are limited to restoring the proper working
<br />condition of such Covered Equipment. SIEMENS will not be obligated to provide replacement Covered Equipment that represents significant
<br />capital improvement compared to the original. Exchanged or removed components become the property of SIEMENS, except Hazardous
<br />Materials, which under all circumstances remain the property and responsibility of Customer.
<br />3.4 Unless agreed otherwise, Services do not include and SIEMENS is not responsible for (a); (a) service or provision of consumable supplies,
<br />including but not limited to batteries and halon cylinder charging; (b) reinstallation or relocation of Covered Equipment; (c) painting or refinishing
<br />of Covered Equipment or surrounding surfaces; (d) changes to Services; (e) parts, accessories, attachments or other devices added to
<br />Covered Equipment but not furnished by SIEMENS; (f) failure to continually provide suitable operating environment including, but not limited
<br />to, adequate space, ventilation, electrical power and protection from the elements; or (g) the removal or reinstallation of replacement valves,
<br />dampers, waterflow switches, venting or draining systems. SIEMENS is not responsible for services performed on any Covered Equipment other
<br />than by SIEMENS or its agents.
<br />3.5 The Services shall be performed in a manner consistent with the degree of care and skill ordinarily exercised by persons performing the same
<br />or similar Services in the same locale under similar circumstances and conditions.
<br />3.6 SIEMENS shall perform the Services during its local, normal working hours, unless otherwise stated in this Agreement.
<br />3.7 SIEMENS is not required to conduct safety or other tests, install or maintain any devices or equipment or make modifications or upgrades to
<br />any equipment beyond the scope of this Agreement. Any request to change the scope or the nature of the Services must be in the form of a
<br />mutually agreed change order, effective only when executed by all parties hereto.
<br />DocuSign Envelope ID: 88196B1D-4E35-402F-B8A0-732D56FA4541
|