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<br />Unrestricted
<br />Terms and Conditions
<br />These Terms and Conditions are incorporated by reference and form an integral part
<br />of each proposal or agreement between Siemens Building Technologies, Inc.
<br />(“SIEMENS”) and the party for whom the Work is to be performed ("CLIENT”). The
<br />portions of each proposal or agreement relating to “Scope of Work” or “Proposed
<br />Solution” (in either case “Scope”), together with these Terms and Conditions, are
<br />collectively referred to as the “Agreement”.
<br />Article 1: General
<br />1.1 (a) The Agreement, when accepted in writing by CLIENT and approved by an
<br />authorized representative of SIEMENS, constitutes the entire, complete and
<br />exclusive agreement between the parties relating to the services ("Services") and the
<br />equipment ("Equipment") to be provided by SIEMENS as described in the Scope
<br />(such Services and Equipment collectively referred to as “Work”) and shall
<br />supersede and cancel all prior agreements and understandings, written or oral,
<br />relating to the subject matter of the Agreement. The Agreement and any rights or
<br />obligations thereunder may not be assigned by either party without the prior written
<br />consent of the other, except that either party may assign this Agreement to its
<br />affiliates and SIEMENS may use subcontractors in the performance of the Work.
<br />(b) The terms and conditions of this Agreement shall not be modified or rescinded
<br />except in writing, signed by a corporate officer of SIEMENS. SIEMENS' performance
<br />under this Agreement is expressly conditioned on CLIENT's assenting to all of the
<br />terms of this Agreement, notwithstanding any different or additional terms contained
<br />in any writing at any time submitted or to be submitted to SIEMENS by CLIENT
<br />relating to the Work.
<br />c) The terms and conditions set forth herein shall supersede, govern and control
<br />any conflicting terms of the Proposed Solution or the Proposal.
<br />d) Nothing contained in this Agreement shall be construed to give any rights or
<br />benefits to anyone other than the CLIENT and SIEMENS without the express written
<br />consent of both parties. All obligations arising prior to this Agreement and all
<br />provisions of this Agreement allocating responsibility or liability between the parties
<br />shall survive the completion of the Work and the termination of this Agreement.
<br />1.2 This Agreement shall be governed by and enforced in accordance with
<br />the laws of the State of Illinois. All claims or disputes arising under this Agreement
<br />shall be litigated in the State, Commonwealth, or Province in which Services are
<br />being provided to CLIENT hereunder.
<br />Article 2: Work by SIEMENS
<br />2.1 SIEMENS will perform the Work expressly described in this Agreement
<br />and in any work release documents or change orders that are issued under this
<br />Agreement and signed by the parties. The Work performed by SIEMENS shall be
<br />conducted in a manner consistent with the degree of care and skill ordinarily exercised
<br />by reputable firms performing the same or similar Work in the same locale acting
<br />under similar circumstances and conditions.
<br />2.2 SIEMENS shall perform the Work during its normal working hours,
<br />Monday through Friday, excluding holidays, unless otherwise agreed herein.
<br />2.3 SIEMENS is not required to conduct safety or other tests, install new
<br />devices or equipment or make modifications to any Equipment beyond the Scope set
<br />forth in this Agreement. Any CLIENT request to change the Scope or the nature of
<br />the Work must be in the form of a mutually agreed change order, effective only when
<br />executed by all parties hereto.
<br />2.4 All reports and drawings specifically prepared for and deliverable to
<br />CLIENT pursuant to this Agreement (“Deliverables”) shall become CLIENT's property
<br />upon full payment to SIEMENS. SIEMENS may retain file copies of such deliverables.
<br />All other reports, notes, calculations, data, drawings, estimates, specifications,
<br />manuals, other documents and all computer programs, codes and computerized
<br />materials prepared by or for SIEMENS are instruments of SIEMENS' work
<br />(“Instruments”) and shall remain SIEMENS' property. To the extent specified in the
<br />Scope, CLIENT, its employees and agents (“Permitted Users”) shall have a right
<br />to make and retain copies of Instruments except uncompiled code, and to use all
<br />Instruments, provided however, the Instruments shall not be used or relied upon
<br />by any parties other than Permitted Users, and such use shall be limited to the
<br />particular project and location for which the Instruments were provided. All
<br />Deliverables and Instruments provided to CLIENT are for Permitted Users’ use only
<br />for the purposes disclosed to SIEMENS, and CLIENT shall not transfer them to others
<br />or use them or permit them to be used for any extension of the Work or any other
<br />project or purpose, without SIEMENS' express written consent. Any reuse of
<br />Deliverables or Instruments for other projects or locations without the written
<br />consent of SIEMENS, or use by any party other than Permitted Users will be at
<br />Permitted Users’ risk and without liability to SIEMENS; and CLIENT shall
<br />indemnify, defend and hold SIEMENS harmless from any claims, losses or
<br />damages arising therefrom.
<br />2.5 SIEMENS shall be responsible for any portion of the Work performed by
<br />any subcontractor of SIEMENS. SIEMENS shall not have any responsibility, duty or
<br />authority to direct, supervise or oversee any contractors of CLIENT or their work or to
<br />provide the means, methods or sequence of their work or to stop their work.
<br />SIEMENS' work and/or presence at a site shall not relieve others of their responsibility
<br />to CLIENT or to others. SIEMENS shall not be liable for the failure of CLIENT's
<br />contractors or others to fulfill their responsibilities, and CLIENT agrees to indemnify,
<br />hold harmless and defend SIEMENS against any claims arising out of such failures
<br />Article 3: Responsibilities of CLIENT
<br />3.1 CLIENT, without cost to SIEMENS, shall:
<br />(a) Designate a contact person with authority to make decisions for CLIENT
<br />regarding the Work and provide SIEMENS with information sufficient to contact such
<br />person in an emergency. If such representative cannot be reached, any request for
<br />work received from a person located at CLIENT's premises will be deemed
<br />authorized by CLIENT, and SIEMENS will, in its discretion, act accordingly.;
<br />(b) Provide or arrange for reasonable access and make all provisions for
<br />SIEMENS to enter any site where Work is to be performed;
<br />(c) Permit SIEMENS to control and/or operate all facility controls, systems,
<br />apparatus, equipment and machinery necessary to perform the Work;
<br />(d) Furnish SIEMENS with all available information pertinent to the Work;
<br />(e) Furnish SIEMENS with all approvals, permits and consents from
<br />government authorities and others as may be required for performance of the Work
<br />except for those SIEMENS has expressly agreed in writing to obtain;
<br />(f) Notify SIEMENS promptly of any site conditions requiring special care, and
<br />provide 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 to any
<br />government authorities in connection with the Work, except such notices SIEMENS
<br />has expressly agreed in writing to give;
<br />(h) Provide SIEMENS with Material Safety Data Sheets that conform to OSHA
<br />requirements related to all Hazardous Materials located at the site;
<br />(i) Furnish to SIEMENS any contingency plans related to the site; and
<br />(j) Furnish the specified operating environment, including without limitation,
<br />suitable, clean, stable, properly conditioned electrical power to all Equipment;
<br />telephone lines, capacity and connectivity as required by such Equipment; and heat,
<br />light, air conditioning and other utilities in accordance with the specifications for the
<br />Equipment.
<br />3.2 CLIENT acknowledges that the technical and pricing information contained
<br />in this Agreement is confidential and proprietary to SIEMENS and agrees not to
<br />disclose it or otherwise make it available to others without SIEMENS' express written
<br />consent.
<br />3.3 CLIENT acknowledges that it is now and shall at all times remain in control of
<br />the project site. Except as expressly provided herein, SIEMENS shall not be
<br />responsible for the adequacy of the health or safety programs or precautions related
<br />to CLIENT's activities or operations, CLIENT's other contractors, the work of any other
<br />person or entity, or CLIENT's site conditions. SIEMENS is not responsible for
<br />inspecting, observing, reporting or correcting health or safety conditions or
<br />deficiencies of CLIENT or others at CLIENT's site. So as not to discourage SIEMENS
<br />from voluntarily addressing health or safety issues at CLIENT’s site, in the event
<br />SIEMENS does address such issues by making observations, reports, suggestions or
<br />otherwise, SIEMENS shall not be liable or responsible on account thereof.
<br />3.4 CLIENT is solely responsible for any removal, replacement or refinishing of the
<br />building structure or finishes that may be required to gain access to the Work.
<br />3.5 CLIENT shall properly dispose of all ballasts, mercury bulb thermostats, used
<br />oil, contaminated filters, contaminated absorbents, refrigerant and any other
<br />Hazardous Materials that at any time are present at CLIENT's premises, in
<br />accordance with all applicable federal, state, and local laws, regulations, and
<br />ordinances.
<br />Article 4. Changes; Delays; Excused Performance
<br />4.1 As the Work is performed, conditions may change or circumstances
<br />outside SIEMENS' reasonable control (including changes of law) may develop which
<br />would require SIEMENS to expend additional costs, effort or time to complete the
<br />Work, in which case SIEMENS will notify CLIENT and an equitable adjustment will be
<br />made to SIEMENS' compensation and time for performance. In the event conditions
<br />or circumstances require the Work to be suspended or terminated, SIEMENS shall be
<br />compensated for Work performed and for costs reasonable incurred in connection
<br />with the suspension or termination.
<br />4.2 SIEMENS shall not be responsible for loss, delay, injury, damage or
<br />failure of performance that may be caused by circumstances beyond its control,
<br />including but not restricted to acts or omissions by CLIENT or its employees, agents
<br />or contractors, Acts of God, war, civil commotion, acts or omissions of government
<br />authorities, fire, theft, corrosion, flood, water damage, lightning, freeze-ups, strikes,
<br />lockouts, differences with workmen, riots, explosions, quarantine restrictions, delays
<br />in transportation, or shortage of vehicles, fuel, labor or materials. In the event of such
<br />delay or failure, the time for performance shall be extended by a period equal to the
<br />time lost plus a reasonable recovery period and the compensation shall be equitably
<br />adjusted for additional costs SIEMENS incurs due to such delay.
<br />Article 5: Compensation
<br />DocuSign Envelope ID: 090A9D1C-0F59-42BA-BA43-AB22DEC4ECCA
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