HomeMy WebLinkAboutbocc.con.029.21 2017-11-13 Oil
it K I N Pitkin County
COUNT Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
Contract Information
Contract Number 029.21
Project Name System Maintenance & Support
Contractor Siemens Industry, Inc.
Budget Line Item 40451512.531500 $ 35,000.00
$Additional Budget Line $
Item(s) $
(Please fully allocate New Contract Total)
$ 35,000.00
Procurement Method: Sole Source
Type: Services/Maintenance
Contract Start Date 3/1/2021
Contract End Date 2/28/2022
Contract Type New Contract
Retainage No
If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form.
Contact Information:
Department Airport
County Representative Matt Whitelock County Representative (970) 429-1880
Phone
Provide a brief description of the contract:
Preventative maintenance and year long support for airport security system.
Contract Value Summary:
Original Contract Amount $ 35,000.00
Previous Change Order/Amendment Amount
This Change order/Amendment amount
New Contract Total $ 35,000.00
NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage
Rev 2018-10-10 btf
PITKIN COUNTY
SOLE SOURCE PROCUREMENT
JUSTIFICATION REQUEST
TO: Jon Peacock, County Manager
DATE: March 1, 2021
FROM: Matt Whitelock, Director of Security and Construction
Proposed Contractor: Siemens Industry, Inc.
Product/Service: System Maintenance & Support
Estimate expenditure for the above Product/Service: $ 35,000.00
This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of
this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original
manufacturer, no regional distributor, standardization etc):
Explain:
Siemens is the security system for the entire airport. This contract is preventative maintenance and
support of this proprietary security system.
Note: Every effort should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract
with coversheet to clerk's office for archiving.
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The undersigned requests that Pitkin County waive other procurement requirements and recognize this
transaction as a sole source exception to the Pitkin County Procurement Code.
Department Head Section Head
Date Date
County Manager
Reason for Denial:
Date
Note: Every effort should be made to obtain a written contract when otherwise required under County
procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract
with coversheet to clerk's office for archiving.
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Budget Line Item#40451512.531500
TKII
COUNT
_
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT,made March 1, 2021 by and between the Board of County Commissioners of
Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the
"County") and Siemens Industry, Inc., 7810 Shaffer Parkway, Suite 100, Littleton, CO 80127
(hereinafter called the "Contractor") to perform the following work: System Maintenance &
Support("Project").
I. Term of Contract: The term of this Contract is from March 1, 2021 to February 28,
2022. At the expiration of the initial term, the contract may be extended for five (5)
additional terms of one (1)year by the express written consent of both parties.
II. Contractor's Obligations. Contractor shall provide maintenance and support as
detailed in proposal (Attachment A.)
III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with the Project Budget and
Schedule set out in Paragraph II. It is expressly understood and agreed that in no event
will the total compensation and reimbursement to be paid hereunder exceed the sum of
Thirty Five Thousand dollars and Zero cents ($35,000.00) for all services rendered.
By contract or amendment, the County and Contractor may reallocate the budget
among project tasks if the total budget amount remains unchanged. Contractor shall
invoice for the project monthly based on hours worked, with payment expected within
thirty (30) days of invoice. Any payment by the County may be offset by any amount
the Contractor owes the County for any reason.
IV. County's Exclusive Ownership of Work Product. Drawings, specifications,
guidelines and other documents prepared by Contractor in connection with this
Contract shall be the property of the County. However, Contractor shall have the right
to utilize such documents in the course of its marketing,professional presentations,and
for other business purposes. Contractor assigns to County the copyrights to all work
prepared, developed, or created pursuant to this Contract, including the right to: 1)
reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4)
perform the works publicly; and 5)to display the work publicly. Contractor shall have
right to use materials produced in the course of this Contract for marketing purposes
and professional presentations, articles, speeches and other business purposes.
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V. Pitkin County's Obligations. Pitkin County shall administer this Contract through
a County Representative. Matt Whitelock, Director of Security and Construction will
manage the project as the County's Representative. In the event that Matt Whitelock is
not available, Caroline Bonynge, Director of Operations, Safety and ARFF shall
assume the County Representative's duties. The services provided and products
delivered by the Contractor under this Contract will be subject to review by the
County's Representatives, or a designee, for compliance with Contractor's obligations
prior to final payment.
VI. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this Contract, with or without cause, by giving written notice to the
Contractor of such termination and specifying the effective date thereof. Such notice
shall be given at least ten (10) days before the effective date of such termination. In
such event all finished or unfinished documents, data, studies and reports prepared by
the Contractor pursuant to this Contract shall become the County's property. Contractor
shall be entitled to receive compensation in accordance with the Contract for any
satisfactory work completed pursuant to the terms of this Contract prior to the date of
termination. Notwithstanding the above, Contractor shall not be relieved of liability to
the County for damages sustained by the County by virtue of any breach of the Contract
by the Contractor.
VII. Independent Contractor Status.
A. The parties to this Contract intend that the relationship between them contemplated
by the Contract is that of independent contractor. Contractor, and any agent,
employee, or servant of Contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under
this Contract. Contractor may choose to work for other individuals or entities
during the term of this Contract, provided that the basic services and deliverable
products required under this Contract are submitted in the manner and on the
schedule defined under this Contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor's obligations
under this Contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under
this Contract.
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal, state,FICA and other income
taxes.
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VIII. Assignability. This Contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this Contract must be accepted in
writing by the County.
IX. Severability. In the event that any provision of this Contract shall be held to be invalid
or unenforceable, the remaining provisions of this Contract shall remain valid and
binding upon the parties hereto.
X. Integration and Modification.
A. This Contract represents the entire and integrated Contract between the County and
the Contractor and supersedes all prior negotiations, representations, or contract,
either written or oral. This Contract may be amended only by written contract
signed by both the County and the Contractor.
B. The County may, from time to time,request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or
decrease in the amount of the Contractor's compensation, which are mutually
agreed upon between the County and the Contractor, shall be in writing and upon
execution shall become part of this Contract.
XI. Indemnity.
A. The Contractor agrees to indemnify,hold harmless and,not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, volunteers, and any jurisdiction or agency issuing permits for any work
included in the project, hereinafter referred to as indemnitee, from all suits and
claims, including attorney's fees and cost of litigation, actions, loss, damage,
expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Contract or on account of any act,claim or amount
arising or recovered under workers' compensation law or arising out of the failure
of the Contractor to conform to any statutes, ordinances, regulation, law or court
decree. It is agreed that the Contractor will be responsible for primary loss
investigation,defense and judgment costs where this Contract of indemnity applies.
In consideration of the award of this Contract, the Contractor agrees to waive all
rights of subrogation against the County its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents,and volunteers for losses arising from the work performed by the Contractor
for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend,pay or settle all claims, demands, or lawsuits related hereto
at its sole expense and shall bear all other costs and expenses related thereto, even
if the claim, demand or lawsuit is groundless, false or fraudulent.
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XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract
are satisfied,insurance against claims for injury to persons or damage to property which
may arise from or in connection with the performance of the work hereunder by the
Contractor, its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in
no way limit the indemnity covenants contained in this Contract. The policies shall
include, or be endorsed to include, the following provision: On insurance policies
where the County is named as an additional insured, the County shall be an additional
insured to the full limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient
to protect the Contractor from liabilities that might arise out of the performance of the
work under this Contract by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate
and/or prudent,maintain higher limits and/or broader coverages. The Contractor is not
relieved of any liability or other obligations assumed or pursuant to the Contract by
reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or
types. Commercial General Liability Completed Operations coverage must be kept in
effect for up to three (3)years after completion of the project.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits
of liability requirements provided that the coverage is written on a"following form"
basis.
1) Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers' Compensation Act AND when
such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A(Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2) Commercial General Liability—ISO 1CG 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
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Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage(Any One Fire) $ 50,000
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Personal/Advertising Injury
• Products/Completed Operations
• Liability assumed under an Insured Contract(including defense costs assumed under
contract)
• Independent Contractors
• Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsements specified above: "County, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected
officials,trustees, employees, agents,and volunteers named as an additional insured
with respect to liability and defense of suits arising out of the activities performed
by, or on behalf of the Contractor, including completed operations".
3) Auto Liability: Bodily injury and property damage for any owned,
hired and non-owned vehicles used in the performance of this Contract.
Minimum Limits: Statutory
Coverage Bodily/Property Damage(Each Accident) $ 1,000,000
4) Special Coverages (check as appropriate and insert amount):
a. 0 Performance Bond $
b. ❑ Professional Errors and Omissions
c. ❑ Aircraft Liability
d. 0 Owner's Protective
e. 0 Builder's Risk
f. ❑ Boiler and Machinery
g. ❑ Loss of Use Insurance
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h. ❑ Pollution Liability
i. 0 Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
1) Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended,
voided or canceled except after thirty(30)days prior written notice has been
given to the County, except when cancellation is for non-payment of
premium, then ten (10) days prior notice may be given. Such notice shall
be emailed directly to Procurement(aipitkincounty.com. If the insurance
carrier will not provide the required notice, the Consultant/Contractor and
or its insurance broker shall notify the County of any cancellation, or
reduction in coverage or limits of any insurance within seven (7) days of
receipt of insurers' notification to that effect. Simultaneously with the
Certificates of Insurance, the Contractor shall file with the Project Lead a
certified statement as to claims pending against the required coverages,
reserves established on account of such claims, defense costs expended and
amounts remaining on policy limits.
2) In addition,these Certificates of Insurance shall contain the following
clauses:
a. The contractor's insurance shall be primary and non-contributory with
any insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
c. Any and all deductibles or self-insured retentions in the above-
described insurance policies shall be assumed by and be for the
amount of, and at the sole expense of the Contractor.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done."
3) Certificates of Insurance for all renewal policies shall be delivered to
the County's Representative at least fifteen (15) days prior to a policy's
expiration date except for any policy expiring on the expiration date of this
Contract or thereafter.
4) The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this
Contract.
XIII. Exemptions and Preferences. All purchases of construction or building or any other
materials for this Contract shall not include Federal Excise Taxes or Colorado State or
local sales or use taxes. Pitkin County is exempt from such taxes under registration
numbers 98-02624 and 84-78000-5k.
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XIV. Records. The Contractor shall maintain comprehensive, complete and accurate
books,records, and documents concerning its performance relating to this Contract for
a period of three (3) years after final payment under the Contract and the County shall
have the right within the three(3) year period to inspect and audit these books, records
and documents, upon demand, in a reasonable manner and at reasonable times, for the
purpose of determining, by accepted accounting and auditing standards, compliance
with all provisions of the Contract and applicable law.
XV. Contract Made in Colorado. The parties agree that this Contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVI. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this Contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney's fees.
XVII. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this Contract, the monetary
limitations or terms (presently $150,000 per person and $600,000 per occurrence) or
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise
available to Pitkin County or any of its officers, agents or employees. Further, nothing
in this Contract shall be construed or interpreted to require or provide for indemnification
of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its
agent or employees.
XVIII. Current Year Obligations.The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County. Pitkin County's obligations under
this Contract are subject to Pitkin County's annual right to budget and appropriate the
sums necessary to provide the services set forth herein. No provisions of the Contract
shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond
the then current fiscal year of Pitkin County. No provision of the Contract shall be
construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
financial obligation of Pitkin County within the meaning of any constitutional or
statutory debt limitation. This Contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County's then
current fiscal year.No provisions of this Contract shall be construed to pledge or create
a lien on any class or source of Pitkin County's moneys,nor shall any provision of this
Contract restrict the future issuance of Pitkin County's bonds or any obligations
payable from any class or source of Pitkin County's money.
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XIX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing addresses set forth below. Each party by notice sent
under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County: with copies to:
Matt Whitelock Pitkin County Attorney's Office
0233 E Airport Road, Suite A 530 E. Main St., Suite#301
Aspen, CO 81611 Aspen, Colorado 81611
Email: Matt.Whitelock@AspenAirport.com Email: Attorney@pitkincounty.com
To Contractor:
Siemens Industry, Inc.
7810 Shaffer Parkway, Suite 100
Littleton, CO 80127
Phone: (303) 279-8500
Email: Kelly.Boyd@siemens.com
XX. Public Contracts for Services and Public Contracts with Natural Persons. In
conformance with the provisions of C.R.S. §§ 8-17.5-101, et seq., as amended and
C.R.S. §§ 24-76.5-101, et seq., as amended:
A. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services]Contractor certifies, warrants, and agrees that it does not knowingly employ
or contract with an illegal alien who will perform work under this Contract and will
confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Contract, through
participation in the E-Verify Program established under Pub. L. 104-208 or the State
verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor
shall not knowingly employ or contract with an illegal alien to perform work under this
Contract or enter into a contract with a Subcontractor that fails to certify to Contractor
that the Subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under this Contract. Contractor (i) shall not use E-Verify Program or
State program procedures to undertake pre-employment screening of job applicants
while this Contract is being performed, (ii) shall notify the Subcontractor and the
contracting State agency within 3 days if Contractor has actual knowledge that a
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Budget Line Item#40451512.531500
Subcontractor is employing or contracting with an illegal alien for work under this
Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop
employing or contracting with the illegal alien within 3 days of receiving the notice,
and(iv) shall comply with reasonable requests made in the course of an investigation,
undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor
and Employment. If Contractor participates in the State program, Contractor shall
deliver to the contracting State agency, Institution of Higher Education or political
subdivision, a written, notarized affirmation, affirming that Contractor has examined
the legal work status of such employee, and shall comply with all of the other
requirements of the State program. If Contractor fails to comply with any requirement
of this provision or §§8-17.5-101 et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Contract for
breach and, if so terminated, Contractor shall be liable for damages.
B. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101,et seq.,
C.R.S.
Contractor,if a natural person 18 years of age or older,hereby swears and affirms under
penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the
United States pursuant to federal law, (ii) shall comply with the provisions of §§24-
76.5-101 et seq., C.R.S., and (iii) has produced one form of identification required by
§24-76.5-103, C.R.S. prior to the Effective Date of this Contract.
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IN WITNESS WHEREOF,the parties have executed this Contract as of the date first set out herein
above.
SIEMENS Industry, Inc.
156(i, Mar-11-2021
Kelly Boyd Date
General Manager
PITKIN COUNTY, COLORADO
rta.11 U"LuftL G Mar-11-2021
Matt Whitelock Date
Director of Security and Construction
Ka 4-6' ' Mar-15-2021
Rich Englehart Date
Interim Airport Director
Mar-16-2021
Jon Peacock Date
County Manager
10
029.21 Attachment A Proposal System Maintenance & Support
SIEMENS
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PROPOSAL
Aspen/Pitkin County Airport-Service Agreement
PREPARED BY
Siemens Industry,Inc.
February 26, 2021
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Table of Contents
INTRODUCTION 1
Proposal Information 1
Contact Information 3
Aspen/Pitkin County Airport - Service Agreement 4
CUSTOMER OVERVIEW 5
Scope of Service Agreement 5
SERVICE SOLUTION 11
Exclusions and Clarifications 11
SERVICE IMPLEMENTATION PLAN 12
Connectivity and Communications 12
Service Team 13
TERMS AND CONDITIONS 14
Terms and Conditions 14
Agreement Terms for Investments 15
SIGNATURE PAGE 17
Signature Page 17
APPENDICES 18
Appendix A: Siemens Service Portfolio 18
Page 2 of 18
SIEMENS
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Contact Information
Proposal #: 3856838
Date: February 26, 2021
Sales Executive: McGill Fitzgerald
Branch Address:
Telephone: 205.267.9850
Email Address: amymcgill.fitzgerald@siemens.com
Page 3 of 18
SIEMENS
rk4ei.4.4iyy-for Life
Aspen/Pitkin County Airport - Service Agreement
Proposal Author McGill Fitzgerald
Proposal Owner email amymcgill.fitzgerald@a siemens.com
Estimate ID: d3c5b324-b455-4c8f-8b99-233c78aee289
Proposal ID 3856838
1111111M111 . .N111111111.
Business SECURITY Estimate Type Base Estimate
Business Hierarchy Security Service Agreement Number of Periods 1
Country United States Contract Start Date March 1, 2021
I
Included Disciplines Security Billing Frequency Annually
Pr
Response
Hours of 24 x Times 2
Coverage 7 (Phone/ Hours
Online)
Response
Times 48 Remote
Yes
(Onsite/ Hours Services
Emergency)
Page 4 of 18
SIEMENS
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Scope of Service Agreement
Customer Needs
The Services proposed in this agreement are specifically designed for Aspen Airport, and the services
provided herein will help you in achieving your facility goals.
Our Services
Siemens will provide the following services:
Preventive Maintenance
Siemens will perform scheduled preventive maintenance in accordance with a program of standard routines as
determined by our experience, equipment application, and the Security system operating hours in alignment with
the recommendations by each device and equipment manufacturer.This service is designed to optimize the
reliability and efficiency of the Security system, extend the useful life of your system and its devices, and provide
you with possible indications of excessive wear and damage to your systems and devices before a catastrophic
failure occurs.
Siemens will report on any identified deficiencies and provide the costs to resolve if deficiencies cannot be
completed on that visit. Any faults that can be addressed while onsite, given onsite spare parts will be resolved on
that visit. Depending on our findings, Siemens may also provide recommendations for additional service(s) that
will help to better enhance system and device performance. Siemens will perform an entire security platform
check on an annual basis with a systematic approach within the biannual visits.
Siemens will dedicate two (2) trips per year for a preventative maintenance review. The total days spent onsite per
scheduled visit will be three (3)full days. The total onsite days will be six (6) per year. During the preventative
maintenance review, Siemens will perform the following:
• Run/Test all security systems
• Inspect all security systems
• Update firmware
• Update software patches
• Identify potential hazards
• Issue course of action from any hazards identified
• Fix faults while onsite if spare parts are readily available
• Clean cameras
• Battery tests
Siemens has included a total of120 hours for offsite preventative maintenance. Offsite capabilities include dialing
into panels, uninterrupted power supplies, servers and other devices for a preventative maintenance scan. It is
recommended by Siemens that offsite scans be done before biannual trips are performed. However, these hours
may be used by the customer at any time.
If all preventive maintenance time has been used and no repair and replace maintenance option has been
selected, Siemens will invoice the customer at current time and material rates.
Page 5 of 18
SIEMENS
rk4e " yy-for Life
Preventative Maintenance Action Items
Description Quantity Frequency
Work Station-VMS 1 2
Work Station-Access Control 1 2
Electric Strike 70 2
Overhead Door Contacts 5 2
Control Panel-Access Control 8 2
Power Supply 8 2
Magnetic Lock 10 2
IP Video Cameras 81 2
Redundancy Servers 2 2
Page 6 of 18
SIEMENS
4.4e4..444y-for Life
Time and Material services will adhere to the following response times
as long as parts are availbe.
=I.
Response
Hours of 24 x Times 2
Coverage 7 (Phone/ Hours
Online)
Response
Times 48 Remote
Yes
(Onsite/ Hours Services
Emergency)
If parts are required for repair or replace services that are not readily available from spare parts, Siemens will
order parts at express rate for delivery.
A list of spare parts from the original install:
Spare Parts for Access Control
Part Number Description Quantity
USTAR-GCM ISTAR ULTRA GCM BOARD 1
USTAR-ACM-SE ISTAR ULTRA SE ACM BOARD 1
RM-DCM-2 RM-4E DOOR CONTROL MODULE W/ENCLOSURE AND TAMPER 1
92OPTNNEK0001Q READER RP40 MULTICLASS HID 2
921 PTN N EK0001 V-
S001 READER RP40 MULTICLASS HID + PINPAD 1
DS160 REQUEST TO EXIT SENSOR 2
1076CW-N SPDT DOOR CONTACT 314 INCH 10
Page 7 of 18
SIEMENS
rk4ei.4.4iyy-for Life
5200C ELECTRIC DOOR STRIKE 2
2207AU-L OIH DOOR CONTACT 2
FPO1501250 POWER SUPPLY 1
6644 END OF LINE RESISTOR PACK 10
910LTNNEK00017 READER RP15 MULTICLASS HID 1
PIM400-485 PANEL INTERFACE MODULE FOR AD400 WIRELESS READER 1
SCH-AD400MSMTPD SCHLAGE WIRELESS MORTISE LOCK WITH READER 1
Spare Parts for IP Video
Part Number Description Quantity
M3048-P AXIS CAMERA INDOOR FIXED MINI DOME 12MP SENSOR 1
Q6155-E AXIS CAMERA PTZ 1
0548-001 M3037-PVE AXIS CAMERA 360 DEGREE 1
Spare Parts for Network
Part Number Description Quantity
SGS500X CISCO SG500X-24PP-24GB-POE+STACK SWTICH 1
10GBASE-LR-SFP SFP+ FIBER MODULE 2
7PT INDUSTRIAL POE SWITCH 5GB POE+ 1
ANTAIRA MODULE GB FIBER SFP MODULE 1
75W-48V POWER SUPPLY 1
Page 8 of 18
SIEMENS
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Spare Parts for Valcom
Part Number Description Quantity
VIP-402A IP LAY-IN CEILING SPEAKER 2X2 —ONE WAY 1
VIP-130AL-M ONE WAY IP 5 WAT HORN 1
Spare Parts for Salto and Intercom
Part Number Description Quantity
SAL-GEO-11 SALTO GEO PADLOCK 2
IX-MV IP ADDRESSABLE MASTER STATION FOR IX SERIES 2
Page 9 of 18
SIEMENS
Iplek L4 yy-for Life
Software House Software Support Agreement
Through implementation of our Proven Outcomes reporting, Siemens will ensure that our delivered services
are of the highest quality. The reporting criteria are developed between your facility staff and Siemens, and
will reflect the goals and objectives of the scope of this Service Agreement. Siemens and Aspen Airport will
agree on Key Performance Indicators (KPIs) in the report at the commencement of the agreement. KPIs can
change as time and needs progress, but to establish a baseline report Siemens needs the initial quarter to
gather data.
Siemens will review and send a quarterly report on the access control system. The KPIs agreed to between
Aspen/Pitkin Country Airport and Siemens may result in escalated timelines in preventative maintenance
schedules.
All Software House software upgrades and patches related to the access control system will be brought
current upon visits.
Page 10 of 18
SIEMENS
ii,lei.Hi -for(fe.
Exclusions and Clarifications
• Siemens will not be responsible for the maintenance, repair or replacement of, or Services
necessitated by reason of: (a) non-maintainable, non-replaceable or obsolete parts of the Equipment,
including but not limited to ductwork, shell and tubes, heat exchangers, coils, unit cabinets, casings,
refractory material, electrical wiring, water and pneumatic piping, structural supports, cooling tower
fill, slats and basins, etc. unless otherwise expressly stated elsewhere in this Proposal; or (b)
negligence, abuse, misuse, improper or inadequate repairs or modifications, improper operation, lack
of operator maintenance or skill, failure to comply with manufacturer's operating and environmental
requirements.
• Siemens is not responsible for repairs, replacements or services to Equipment due to corrosion,
erosion, improper or inadequate water treatment by others, electrolytic or chemical action, or reasons
beyond its reasonable control.
Page 11 of 18
SIEMENS
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Connectivity and Communications
Siemens Remote Services for building technology(SRS)
A secure remote connection to your facility enables Siemens to respond quickly, and maintain a high level of
system up-time and performance.
Siemens Remote Service (SRS) is the efficient and comprehensive infrastructure for the complete spectrum of
equipment-related remote services. Services that formerly required on-site visits are now available via data
transfer. This includes rapid error identification as well as immediate remote repair. But that's not all. By
proactively monitoring your systems, we can detect parameter deviations before problems occur. Siemens
accesses your systems via a secure cRSP connection.
In this proposal Siemens will have the remote capability for the access control and IP video system of:
• Troubleshooting possible application/software issues
• Troubleshooting programming vs. field issues
• Perform application upgrades/updates
• Programming changes
• Adds/deletions/modifications
Siemens Service Portal
The Service Portal complements the personalized services you will receive from your local Siemens office by
providing greater visibility into equipment and services delivered by Siemens. This web-based portal allows
you the ability to confirm schedules, track repairs, manage agreements, generate reports, and access critical
information; then share it across your entire enterprise quickly and efficiently. The Service Portal is a user-
friendly way to increase your productivity and the value of your service program.
Data security as a basic requirement
We value confidentiality and long-term partnerships. That is why we give the security of your data the
highest priority. Before we implement an enhanced service package with remote support, we conduct an in-
depth analysis of the situation, taking into account national and international regulations, technical
infrastructures and industry specifics. Our service employees carefully evaluate your needs on an individual
basis with a view toward information security.
Page 12 of 18
SIEMENS
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Service Team
An important benefit of your Service Agreement derives from having the trained building service personnel
of Siemens Industry, Inc. familiar with your building systems. Our implementation team of local experts
provides thorough, reliable service and scheduling for the support of your system.
Added to the team is a team of building experts at our Digital Service Center. The benefits you receive are
less disruption to your employees at the site, less intrusive on the system at peak hours, fewer emissions for
trucks rolled, and real time analytics with digital workspace hours.
The following list outlines the service team that will be assigned to the service agreement for your facility
Your Assigned Team of Service Professionals will include:
Andy Adair- Service Operations Manager
andrew.adairR siemens.com
is responsible for managing the delivery of your
entire support program and service requirements.
Whitney Meissner- Service Coordinator
Greg Widmaier— Client Services Manager
whitney.meissnerR siemens.com
gregory.widmaierR siemens.com
is responsible for scheduling your planned
is responsible for ensuring that our contractual maintenance visits, and handling your
obligations are delivered, your expectations are emergency situations by taking the appropriate
being met and you are satisfied with the delivery action.
of our services.
Page 13 of 18
SIEMENS
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Terms and Conditions
P•rms and Conditions (Click to
Terms&Conditions ATTACHMENT A
(https:11www.siemens.comldownload?A6V1 1628573)
As a Service Agreement customer with an active contract, you will receive the benefit of a discount from our
standard labor rates. Preferred customer rates are documented below.
Siemens Industry, Inc.
Rates effective from January 1, 2021 through December 31, 2021
Please note: Rates shown are for the period referenced above and are subject to change.
Preferred Labor Rates:
Straight Time (M-F 8 AM to 5 PM) excl. Holidays $160/hour
Regular Overtime (M-F 5 PM to 8 AM, & Sat) excl. Holidays $240/hour
Sundays & Holidays $320/hour
Minimum Charge: Service involving travel to the customer site will incur a two-hour minimum labor charge.
Page 14 of 18
SIEMENS
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Agreement Terms for Investments
Services shall be provided at:
233 Airport Road
Aspen, CO 81611
Siemens Industry, Inc. shall provide the services as identified in this Proposal and pursuant to the associated
terms and conditions contained within.
Duration (Initial Term and Renewal): This Agreement shall remain in effect for an Initial Term of 1 Period
(year) beginning 03/01/2021 . After the expiration of the Initial Term, this Agreement shall automatically re-
new for successive one year periods. The Investments for each year after the Initial Term of the Agreement
and each year of each renewal of this Agreement shall be determined as the immediate prior year's Invest-
ment plus an escalator of 3%. In addition, each renewal term pricing shall be adjusted for any additions or
deletions to services selected for the renewal term.
Initial Term Investments ending 02/28/2022
Preventative Maintenance Pricing Summary
Year One 6 days on-site and 120 hours remote
$26,200
Software House SSA Pricing Summary
Year One
$8,800
Page 15 of 18
SIEMENS
itArvo.4iiy-for t fe.
Total Pricing Summary(One Year)
Preventative Maintenance $26,200
Software House SSA $8,800
Total $35,000
*Amount Due In Advance Based On Billing Frequency
Applicable sales taxes are excluded from the Investments. The pricing quoted in this Proposal are firm for 60
days.
Page 16 of 18
SIEMENS
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Signature Page
The Buyer acknowledges that when accepted by the Buyer as proposed Siemens Industry, Inc., this Proposal and the
Standard Terms and Conditions of Sale for Services, (together with any other documents incorporated into the
forgoing) shall constitute the entire agreement of the parties with respect to its subject matter.
BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS
AND DOCUMENTS, THAT SIEMENS INDUSTRY, INC. OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS
OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE
THE SIGNATURE PAGE ON BEHALF OF THE BUYER.
Proposed by: Accepted by:
Siemens Industry, Inc. Aspen Airport
Company Company
McGill Fitzgerald
Name Name (Printed)
3856838
Proposal # Signature
February 26, 2021
Date Title
Date
Purchase Order # PO for billing only XX PO not required
Page 17 of 18
SIEMENS
1',kr4.Nf1y"for Life_
Appendix A: Siemens Service Portfolio
SIEMENS
Advisory and Performance Services ii.+ieasuiy 4re,+afe.
5 •
ii .,..1 P' ; � 9._, .,____, 0f2 1 �9
r- ,ilil467 654 3RbI
Manage System Op. •mane Protect Lifecycle Enhance Energy
Operation&Compliance &' - Investment Management&Sustainability
Services that keep systems performing Enhance bundl ng performance with Leverage past investments and address Increase the value and competltiveness
at their hest,as designed and Intended Improvement measures that increase future requirements with advanced and of buildings and Infrastructure ty delivering
to operate,help you achieve: prodr Ctlehe and iMcIPMCy:common proven technology,to achieve solutions that:
• Optimized comfort safety,and security outcomes Include: outcomes such as:
• FWlllled regulatory requirements • Enhanced system performance • Extended system lice •• Maximize energyConsenre
efficiency
• Greater transparency Into criticalsystems • t„'""'�I"''I"'''- "'''' • Maximized return on Investment operating costs
Pa Y .... Msnlm¢e
• Reduced operating risk - • Remitted benefits of new technology • Reduce environmental Impact
Facility Assessment&Planning Technology Planning Energy&SustalrebRRy Master Planning
In-depth budding system assessment and Consulting services identify technology Straegy and planning sentres prondd a
recommendations,definition of relevant Kph. Planning and prtontuaton of improvement improsorne t opportunires that help acheve
and development of your service program measures to itcreau building andfor process performance goals while leveraging past doused master plan t peened budget
performance and efficiencies ,nvestnnts transparency.enable improvd perlorrnance
e
Testa Inspection and sustainateliry.reducee•etg cdssumplgR
Regular checkups to measure system System Updates f Upgrades aid minimize operational costs
performance competed to your defined facility Systems are audited and monitored to Software upgrades and firmware updates Eric Censeevatfan
and regulation requirements and risks detect abnormalities or faults.with an provrdedect delivering the most current Implementing etergirmmavation strategies
recommendations provided anceor corrective technology and functionality
Fra rentiw Services reduces total carbon emissions through
actions taken
Seh Kos performed on a regular schedule or System Migration/Moderneation elfiCieney measures and mnirrees energy
based on data anaryrics to verify and improve i - ' i. - Enhancements to your systems by elevating spend by optimizing consumption
system stale Enhancements or additions to your current them to the most current hardware and Energy production A Storage
system to increase staff ptoduttrnry.system software plattornts,resulting in increased
Documentation Management Using innovates design and simulation tools.
Manage rtenl of critical budding system and performance,and operaboruaenergy functionality arid performance Weis energy production and storage solutions
compliance information,with organization and Remoras&Extensions Improve energy efficiency,energy availability.
access determined by your reeds Training&Operational Sup Di'1 Modifications are made to eaisting systems security of supply,and carbon reduction
Training,coaching,and on-site support to to accommodate changes to your facility Energy Preemie merit
Corrective Servkes Increase stall productivity and knowledge
Immediate responsep ty usage and footprint With advanced procurement tech es and
tonaley failures Ineso1 ManP fdore
elides to restore funCtronaary and Inegniry toil..r:�teS New Installation Services beneficial contract terms these tarbred
to desired stare On-site ardfer remote tasourc es monitor Startup,commrssiortmg,and other installation procgnoment and sappfy services reduce coStt.
system events and alarms,arid take services are completed to ensure new reduce nits,and create certainty
appropriate action nguiprrent operates at ntaeirstvr,'perlorrnassce
Digital Services
Page 18 of 18
SIEMENS
Gfe
Service calls by time
Work hours 1 78%
After hours 22%
Emergency calls 22%
0 1 2 3 4 5 6 7 8
Services by type % of services covering multiple days
27l4 ■T&M service call el ■Mult iple days
■PMcall
Contractcovered call r Single days
Top projects covering multiple days
Location 4 Date Service gk xof days
l. xxx 10
2. xxx x xx x u 9
3. xxx xxx xxx 8
4. xxx xxx root 7
5.xxx xxx xxx 6
Summary:
At Siemens Industry, our goal is to help our customers manage their buildings'energy costs.
improve reliability, and enhance performance.Our Service Performance Visits are intended to
help you achieve the life-cycle,maintenance, comfort and energy strategies developed for your
organization.This report illustrates the results of our visits. Our technical teams of Automation
Specialists. HVAC Mechanics and Energy Engineers are dedicated to helping you reach your goals
and desire only the best performance and results for your buildings.
Confidential!Shiers Industry,Inc I Copyright 2016 Page S
SIEMENS
Key Performance Indicator Report
Card Reader Locking System Lrfecycle Analysts ..ors orw:wrr ...,.or-..
Door location Year of install %of Ilfecycle Door location Year of install %of Ilfecycle
0 0 Mg y
..,,% ,00'% 0% 50% 1 00'.
1. Broad street door 2003 1. Fillmore street door 2010 -
2. Main Entrance 2010 I I ' 2. Davis street door 2016 '
3. Pharmacy 2010 3.Credit union main 2009 .
4. Ubrary 2008 4. Lobby exit door 2013
5.Teachers Lounge 2003 5. Langdon room 2002
6. Faculty conf rm 1 201 1 I. 6. Stephen way door 201 1 -
7. Lab 1 2015 . 7. OR room 240 2014 .
8. Lab 2 2002 8. Mechanical room 2001
9. Hall side door 2005 9. IT entrance 2002
10.Janitor closet 2009 10. Beth Lang room 2005 I _
01 __ 100'
SIEMENS
Access Control Performance: . , • .
Door Top 5 traffic ,,,,,-it
Incidents [IIareas by usage ^_.•
St of Incidents Not uses
R of forced doors 45 Location 1 name 80
R of doors held 30
Location 2 name 40
lot Invalid access reads . .
Location 3 name 30
/of total Incidents
Location 4 name 20
O 5o 1.,
20%
%of panel .Uptime Location 5 name 1.
uptime s0% •Downti .
Red flag Analysis for Multiple Invalid Access Attempts
Name of card a Location lot Invalid Not different
holder 9 attempts days EV
John Smith Pharmacy lab
Sharon Davis Teachers lounge
Steven Jacobs OR Room 240
Brendan Wright Ubrary
Aaron Johnson Lab 1
Confidential!Siemens Industry.Inc I Copyright 2016 Page 7
SIEMENS
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Video Monitoring Performance:
Alarm events
KPIs by type -
*of*of incidents lot events
ltof motion trips 45 11 Alarm type 1
80
Sof alarm events
: Alarm type 2 40
50 I.
0% Alarm type 3
30
Ratio of real to Real
false alarms + -FalseAlarm type 4
10% Alarm type 5
%of alarms ,
duringlaf ter During
work hours 90% ■After
Video response time 00:55 Seconds
10% average
.uptine .5
.Down %of time offline
Top 5 motion trips by area
Location 9 Incident A lot
events r days
different
jot
MI
Loc 1 10 10
Loc 2 9 9
Loc 3 8 8
Loc 4 7 7
Loc 5 6 6
Confidential!Siemens Industry.Inc I copyright 2016 Page 8
SIEMENS
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Recommendations/ Comments
Recommen Location/ Projected Facility itdations Item 9
Description .* cost impact
type
1
2
3
4
Summary:
In order to reduce demand permanently the components that are contnbuting to the base demand must
be identified and then modified to use less kW under normal operation. This can be achieved by replacing
inefficient equipment with more efficient equipment such as Tower kWtton chillers and compressors,
expanded use of variable air volume systerrs,and vanable frequency dimes for motor control.More
efficient light rig is probably the most direct way to permanently reduce demand by re-designing the space
to use lower mtisttage fixtures or use of more energy efficient lighting technologies such as LED.
Energy efficient systems,fixtures,and operations are a first step to base demand reduction.A second step
in demand reduction is to reduce the peak demand. Reducing peak demand is more difficult and requires
a robust ongoing program to maintain the lowest level possible on a seasonal basis especially I"WPC
related derrend.
The following is a listing of comments along with some potential facility improvement measures (FIMs)
that have the potential to reduce demand which will in turn also reduce the overall kWh for the facilities.
The total cost of your investment proposed 6 S157,000.00.
Confidential ISierrrns Industry,Inc I Copyright 2016 Page '0
STANDARD TERMS AND CONDITIONS OF SALE FOR SERVICES ATTACHMENT A
1. APPLICABLE TERMS. This Agreement governs the sale and performance of services provided by Siemens
("Services"). The Standard Terms Addenda, these terms, any other applicable addenda, Siemens' proposal, price quote,
purchase order or acknowledgement issued by Siemens form the parties' final agreement ("Agreement"). In the event of
any ambiguity or conflict between these documents, precedence shall apply in accordance with the order written in the
previous sentence. Siemens' proposal, offer or acceptance is conditioned on Buyer's acceptance of this Agreement. Any
additional or conflicting terms in Buyer's request for proposal, specifications, purchase order or any other written or oral
communication are not binding on Siemens unless separately signed by Siemens. Siemens' failure to object to Buyer's
additional or conflicting terms does not operate as a waiver of the terms contained in this Agreement.
2. PRICING & PAYMENT. Prices and payment terms are: (i) as stated in Siemens' proposal, or if none are stated; (ii)
Siemens' standard rates in effect when Siemens receives Buyer's purchase order; or if neither(i) nor(ii) apply, then Siemens'
standard rates in effect when the Services are performed.
(a) Payment - Unless stated in Siemens' proposal, all payments are due net thirty (30) days from the invoice date in
United States Dollars.
(b) Credit Approval -All orders are subject to credit approval by Siemens. Siemens may modify, suspend or withdraw the
credit amount or payment terms at any time. If there is doubt as to Buyer's financial condition, Siemens may withhold
performance of Services, require cash payments or advance payments, or require other satisfactory financial security
before performance of Services.
(c) Taxes - Unless stated in writing by Siemens, Siemens' rates exclude charges for taxes, excises, fees, duties, tariffs
charged on the importation of goods into the United States, or other government charges related to the Services. Buyer will
pay these amounts or reimburse Siemens. If Buyer claims a tax or other exemption or direct payment permit, Buyer will
provide a valid exemption certificate or permit and indemnify, defend and hold Siemens harmless from any taxes, costs and
penalties arising from same. Increases, changes (including in application), adjustments or surcharges which may be
incurred are for Buyer's account.
(d) Late Payments— Late payments shall bear interest at an annual percentage rate of twelve percent(12%)or the highest
rate allowed by law, whichever is lower.
(e) Disputed Invoice - If Buyer disputes all or any portion of an invoice, it must first deliver written notice to Siemens of the
disputed amount and the basis for the dispute within twenty-one (21) days of receiving the invoice. Failure of Buyer to timely
notify Siemens of any dispute constitutes a waiver of Buyer's claim. If Buyer only disputes a portion of the invoice Buyer must
pay the undisputed portion in accordance with Article 2(a). Upon resolution of the dispute in favor of Siemens, Buyer must pay
the invoice or the remainder of the invoice, plus any accrued interest on the late payment.
(f) Suspension/Termination Right- Siemens may suspend Services if an undisputed invoice is more than fifteen (15) days
past due. Siemens may terminate this Agreement if an undisputed invoice is more than thirty (30) days past due. Unless
otherwise prohibited by law, Siemens may also terminate this Agreement immediately in the event of a material adverse
change in the Buyer's financial condition, including, but not limited to bankruptcy, insolvency, or liquidation.
3. RISK OF LOSS AND SCHEDULE. Services shall be performed at the location identified in the Agreement
("Site"). Risk of loss of or damage to Buyer's equipment, including "Equipment" (equipment, materials, components and
items of any kind for which Siemens is to provide Services under the Agreement), shall remain with Buyer at all times
during the performance of the Services hereunder. If Buyer procures or has procured property damage insurance
applicable to occurrences at the Site, Buyer shall obtain a waiver by the insurers of all subrogation rights against
Siemens.
Any performance or completion dates are estimated dates only. Siemens is not liable for any loss or expense incurred by
Buyer or Buyer's customers if Siemens fails to meet any such dates.
4. CANCELLATION. Except for Siemens right to terminate in accordance with Article 2 and Article 4, this
Agreement is non-cancellable during the Initial Term. Thereafter, either party may terminate this Agreement effective at
the end of the Initial Term or at the end of a renewal period by giving the other party at least sixty (60) days prior written
Siemens Standard Terms and Conditions of Sale for Services
Version 1.3 Department:Legal Page 1 of 8
notice of its intent to cancel the Agreement. Either party may terminate this Agreement for material breach of the other
party, provided that the breaching party has not remedied the breach or commenced to cure the breach within a
reasonable period, having due regard to the nature of the breach..
5. FORCE MAJEURE / DELAYS. If either party is unable to perform or suffers delay in performance, due to any
cause beyond its reasonable control (regardless of whether the cause was foreseeable), including without limitation acts
of God, inclement or unusually severe weather conditions, strikes, labor shortage or disturbance, fire, accident, war or civil
disturbance, delays of carriers, cyber-attacks, terrorist attacks, failure of normal sources of supply, or acts or inaction of
government, the time of performance will be extended by a period equal to the length of time it takes to overcome the
effect of the event. In addition, Siemens shall be entitled to be compensated by Buyer for reasonable and direct additional
costs incurred during such event. Siemens will notify Buyer within a reasonable time after becoming aware of any such
event. If there are force majeure delays exceeding 180 days in the aggregate, Siemens may terminate the Agreement.
For the avoidance of doubt, failure to pay shall not constitute a force majeure delay.
6. BUYER'S REQUIREMENTS. Siemens' performance is contingent upon Buyer timely complying with and fulfilling
all of its obligations under this Agreement. These obligations include the Buyer supplying all necessary access to
Equipment, where applicable, and all required "Third Party Parts" (parts, components, equipment or materials provided by
Buyer or that exist in the Equipment which were not manufactured or supplied by Siemens or which were originally
supplied by Siemens and subsequently repaired, serviced or otherwise altered by any party not affiliated with Siemens),
documents, permits and approvals needed for Siemens to perform including, but not limited to, accurate technical
information and data, drawing and document approvals, and all necessary commercial documentation. Buyer shall
provide access to the Site as reasonably required by Siemens for the performance of the Services. Siemens may request
a change order for an equitable adjustment in prices and times for performance, as well as to adjust for any additional
costs or any delay resulting from the failure of Buyer, Buyer's contractors, successors or assigns to meet these obligations
or any other obligations in this Agreement.
Buyer shall also maintain the Site in a safe condition, notify Siemens promptly of any site conditions requiring special
care, and provide Siemens with any available documents describing the quantity, nature, location and extent of such
conditions, including any Material Safety Data Sheets (MSDS) related to all hazardous materials at the Site which may
impact the Services.
7. INDEMNITY. Siemens and Buyer (each as an "Indemnitor") shall indemnify, hold harmless and defend the other
("Indemnitee") from and against all third party claims alleging bodily injury, death or damage to a third party's tangible
property, but only to the extent caused by the Indemnitor or its subcontractor's negligent acts or omissions. If the injury or
damage is caused by the parties' joint or contributory negligence, the loss and/or expenses shall be borne by each party
in proportion to its degree of negligence. No part of Buyer's Site or property of Buyer (or Site Owner) is considered third
party property.
Indemnitee shall provide the Indemnitor with prompt written notice of any third party claims covered by this Article.
Indemnitor has the unrestricted right to select and hire counsel, and the exclusive right to conduct the legal defense
and/or settle the claim on the Indemnitee's behalf. Indemnitee shall not make any admission(s)which might be prejudicial
to Indemnitor and shall not enter into a settlement without the express permission of Indemnitor.
8. WARRANTY. (a) Siemens warrants that it will perform the Services in a professional and workmanlike manner. If
the Services fail to meet the warranty standards set forth in this Article 8(a) within ninety (90) days from completion of the
Services ("Warranty Period"), and Buyer promptly reports such non-conformance to Siemens during the above mentioned
Warranty Period, Siemens shall at its own expense re-perform the relevant Services or, in Siemens' sole discretion,
refund Buyer the pro rata portion of the fees paid to Siemens under this Agreement allocable to the nonconforming
Services (the"Warranty").
(b) Conditions to the Warranties. The Warranties are conditioned on: (i) no repairs, modifications or alterations being
made to the Equipment" other than by Siemens or its authorized representatives; (ii) Buyer handling, using, storing,
installing, operating and maintaining the Equipment in compliance with any parameters or instructions in any
specifications attached to, or incorporated into this Agreement, (iii) or in the absence of such conditions, parameters or
instructions or to the extent not applicable, in accordance with the generally accepted industry standards applicable in the
Siemens Standard Terms and Conditions of Sale for Services
Version 1.3 Department:Legal Page 2 of 8
locale where the Services are being performed and having regard to the nature of the Services; (iv) Buyer discontinuing
use of the Equipment after it has, or should have had knowledge of any defect in the Equipment; (v) Buyer providing
Siemens with reasonable access to operating and maintenance data as requested by Siemens, (which may include
secure broadband connection). Without expense to Siemens, Buyer shall provide to Siemens and Siemens'
subcontractors and their respective employees and agents on a twenty four (24) hours a day, seven (7) days a week
basis, access to the Site, and each unit, including rights of way and easements required for safe access of such persons
and equipment, as well as, to the extent applicable, online access to the Site, including to an installed remote monitoring
system and to all units, as necessary to permit Siemens to perform the Services.; (vi) Equipment not having been
subjected to accident (including force majeure), alteration, abuse or misuse; and (vii) Buyer not being in default of any
payment obligation. Buyer shall provide, without cost to Siemens, access to the nonconformity by disassembling,
removing, replacing and reinstalling any Equipment, materials or structures to the extent necessary to permit Siemens to
perform its warranty obligations.
(c) Exclusions from Warranty Coverage. The Warranties do not apply to any Third Party Parts or Equipment or to
services not performed by Siemens pursuant to this Agreement. Siemens will have no liability to Buyer under any legal
theory for such Third Party Parts, Equipment, services or any related assignment of warranties.
(d) Warranty Notice. Buyer must provide written notice of any claims for breach of Warranty within the applicable
Warranty Period. Additionally, absent written notice within the Warranty Period, any use of the Equipment after expiration
of the Warranty Period is conclusive evidence that the Warranties have been satisfied.
(e) Remedies. Buyer's sole and exclusive remedies for breach of the Warranties are limited, at Siemens' discretion, to
re-performance of the non-conforming portion of the Services, within a reasonable time period, or refund of all or part of
the purchase price. The warranty on re-performed Services is limited to the remainder of the original Warranty Period.
Unless Siemens agrees otherwise in writing, Buyer will be responsible for any costs associated with: (i) transportation to
and from the Siemens factory or repair facility; and (ii) damage to Equipment components or parts resulting in whole or in
part from non-compliance by the Buyer with Article 8(b) or from their deteriorated condition.
(f) THE WARRANTIES IN THIS ARTICLE 8 ARE SIEMENS' SOLE AND EXCLUSIVE WARRANTIES AND ARE
SUBJECT TO THE LIMITS OF LIABILITY IN ARTICLE 9 BELOW. SIEMENS MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.
9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
SIEMENS IS NOT LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: LOSS OF USE, REVENUE,
SAVINGS, PROFIT, INTEREST, GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION, COSTS OF CAPITAL,
COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA,
LOSS OF POWER, VOLTAGE IRREGULARITIES OR FREQUENCY FLUCTUATION, CLAIMS ARISING FROM
BUYER'S THIRD PARTY CONTRACTS, OR FOR ANY TYPE OF INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE,
EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY OTHER LOSS OR COST
OF A SIMILAR TYPE.
SIEMENS' MAXIMUM LIABILITY UNDER THIS AGREEMENT UNDER ANY THEORY OF RECOVERY, WHETHER
BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY,
INDEMNITY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL PRICE PAID TO SIEMENS UNDER THIS
AGREEMENT.
BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN THIS ARTICLE 9 WILL PREVAIL OVER ANY
CONFLICTING TERMS AND CONDITIONS IN THIS AGREEMENT AND MUST BE GIVEN FULL FORCE AND EFFECT
WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL
PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF SIEMENS HAS BEEN ADVISED BY
BUYER OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES
FROM LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS ARTICLE 9 EXTEND TO SIEMENS'
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Version 1.3 Department:Legal Page 3 of 8
AFFILIATES, PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES,
SUBCONTRACTORS, AGENTS AND SUCCESSORS AND ASSIGNS OF SIEMENS.
FOR THE AVOIDANCE OF DOUBT, IN THE EVENT THAT PHYSICAL LOSS OR DAMAGE TO THE BUYER'S
PROPERTY RESULTS FROM THE FAILURE OF A PORTION OF THE SERVICES TO CONFORM TO ITS
RESPECTIVE WARRANTY DURING THE APPLICABLE WARRANTY PERIOD SIEMENS' LIABILITY SHALL IN NO
CASE EXCEED SIEMENS' OBLIGATION TO PERFORM THE REMEDIES SPECIFIED IN ARTICLE 8, AS APPLICABLE,
WHICH SIEMENS WOULD HAVE HAD TO PERFORM IF SUCH REMEDY HAD BEEN CARRIED OUT IMMEDIATELY
PRIOR TO THE OCCURRENCE OF THE PHYSICAL LOSS OR DAMAGE.
10. INTELLECTUAL PROPERTY.
Siemens will, at its own option and expense, defend or settle any suit or proceeding brought against Buyer based on an
allegation that any processes performed by Siemens in connection with the Services constitutes an infringement of any
Patent Cooperation Treaty ("PCT") country member's patent or misappropriation of a third party's trade secret or copyright
in the country where the Buyer's Site is located. Buyer will promptly give Siemens written notice of the suit or proceeding
and the authority, information, and assistance needed to defend the claims. Siemens shall have full and exclusive
authority to defend and settle such claim and will pay the damages and costs awarded against Siemens in any suit or
proceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Siemens and shall not
enter into a settlement without Siemens' consent. If and to the extent any process performed by Siemens in connection
with the Services as a result of any suit or proceeding so defended is held to constitute infringement or its use by Buyer is
enjoined, Siemens will, at its option and expense, either: (i) procure for Buyer the right to continue using said process; (ii)
replace it with substantially equivalent non-infringing process; or(iii) modify the process so it's use is non-infringing.
Siemens will have no duty or obligation under this Article 10 if the process is: (i) performed according to Buyer's design or
instructions and compliance therewith has caused Siemens to deviate from its normal course of performance; (ii) modified
by Buyer or its contractors after performance; or (iii)combined by Buyer or its contractors with devices, methods, systems
or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is
brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or
proceeding is brought against Siemens, Buyer must protect Siemens in the same manner and to the same extent that
Siemens has agreed to protect Buyer under this Article 10.
THIS ARTICLE 10 IS AN EXCLUSIVE STATEMENT OF SIEMENS' DUTIES AND BUYER'S REMEDIES RELATING TO
PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.
11. CONFIDENTIALITY.
(a) Both during and after the term of this Agreement, the parties will treat as confidential all information obtained from the
disclosing party and all information compiled or generated by the disclosing party under this Agreement for the receiving
party, including but not limited to business information, the quotation, the Agreement, processes and procedures, know-
how, methods and techniques employed by Siemens in connection with the Services, technical data, drawings, flow
charts, program listings, software code, and other software, plans and projections. Neither party may disclose or refer to
the Services to be performed under this Agreement in any manner that identifies the other party without advance written
permission. Except for security surveillance, the observing or recording of the Services or any part thereof, whether by
photographic, video or audio devices or in any other manner is prohibited. In the event any such prohibited observation or
recording occurs, Siemens may (in addition to any other legal or equitable rights and remedies) stop the Services until
Siemens has satisfied itself that the prohibited conduct has ceased, and in such event (a) the date of delivery or time for
performance will be extended by a period of time which Siemens determines necessary and (b) Buyer will reimburse
Siemens for Siemens' and its Suppliers' additional costs and expenses resulting from such delay, including but not limited
to any for demobilization or remobilization. Unless required by appropriate governmental authorities, neither party shall,
without the prior written consent of the other party, issue any public statement, press release, publicity hand-out or other
material relating to the Services performed on Buyer's Site or Equipment. However, Siemens has the right to share
confidential information with its affiliate and subcontractors provided those recipients are subject to the same
confidentiality obligations set forth herein.
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Version 1.3 Department:Legal Page 4 of 8
(b) Nothing in this Agreement requires a party to treat as confidential any information which: (i) is or becomes generally
known to the public, without the fault of the receiving party; (ii) is disclosed to the receiving party, without obligation of
confidentiality, by a third party having the right to make such disclosure; (iii) was previously known to the receiving party,
without obligation of confidentiality, which fact can be demonstrated by means of documents which are in the possession
of the receiving party upon the date of this Agreement; or (iv) was independently developed by receiving party or its
representatives, as evidenced by written records, without the use of discloser's confidential information, or (v) is required
to be disclosed by law, except to the extent eligible for special treatment under an appropriate protective order, provided
that the party required to disclose by law will promptly advise the originating party of any requirement to make such
disclosure to allow the originating party the opportunity to obtain a protective order and assist the originating party in so
doing.
(c) It is Siemens' policy not to unlawfully or improperly receive or use confidential information, including trade secrets,
belonging to others. This policy precludes Siemens from obtaining, directly or indirectly from any employee, contractor, or
other individual rendering services to Siemens confidential information of a prior employer, client or any other person
which such employee, contractor, or individual is under an obligation not to disclose. Buyer agrees to abide by this policy.
(d) Siemens shall retain all intellectual property rights in the Services, works, Siemens' documents, processes, Siemens'
confidential information, and any design information and/or documents made by (or on behalf of) Siemens. Upon receipt
of all fees, expenses and taxes due in respect of the relevant Services, Siemens grants to the Buyer a non-transferable,
non-exclusive, royalty-free license to copy, use and communicate Siemens' documents for the sole purpose of operation
and maintenance of the facility upon which the Services have been performed.
12. COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws and regulations.
13. CHANGES IN SERVICES. No change will be made to the scope of Services unless Buyer and Siemens agree in
writing to the change and any resulting price, schedule or other contractual modifications. If any change to any law, rule,
regulation, order, code, standard or requirement impacts Siemens' obligations or performance under this Agreement,
Siemens shall be entitled to a change order for an equitable adjustment in the price and time of performance.
14. NON-WAIVER. Any waiver by a party of strict compliance with this Agreement must be in writing, and any failure by
the parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.
15. MODIFICATION OF TERMS. These terms may only be modified by a written instrument signed by authorized
representatives of both parties.
16. ASSIGNMENT. Neither party may assign all or part of this Agreement, or any rights or obligations under this
Agreement without the prior written consent of the other; but either party may assign its rights and obligations, without
recourse or consent to, any parent, wholly owned subsidiary or affiliate or affiliate's successor organization (whether as a
result of reorganization, restructuring or sale of substantially all of a party's assets). However, Buyer shall not assign this
Agreement to a competitor of Siemens; an entity in litigation with Siemens; or an entity lacking the financial capability to satisfy
Buyer's obligations. Any assignee expressly assumes the performance of any obligation assigned. Siemens may grant a
security interest in this Agreement and/or assign proceeds of this Agreement without Buyer's consent.
17. APPLICABLE LAW AND JURISDICTION. This Agreement is are governed by and construed in accordance with
the laws of the State of Delaware, without regard to its conflict of laws principles. The application of the United Nations
Convention on Contracts for the International Sale of Goods is excluded. BOTH SIEMENS AND BUYER KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING
RELATED IN ANY WAY TO THIS AGREEMENT. Each party agrees that claims and disputes arising out of this Agreement
must be decided exclusively in a federal or state court of competent jurisdiction located in a state in which either Buyer or
Siemens maintains its principal place of business. Each party submits to the personal jurisdiction of such courts for the
purpose of litigating any claims or disputes.
18. SEVERABILITY. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions
will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as
closely as possible, the parties'original intent.
Siemens Standard Terms and Conditions of Sale for Services
Version 1.3 Department:Legal Page 5 of 8
19. EXPORT/IMPORT COMPLIANCE. Buyer acknowledges that Siemens is required to comply with applicable
export/import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of goods or
information provided in the performance of the Services, including any export/import license requirements. Buyer agrees that
such goods or information shall not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or
otherwise disposed of in a manner which will result in non-compliance with any export/import laws and regulations Siemens'
continuing performance hereunder is conditioned on compliance with such export/import laws and regulations at all times.
20. NUCLEAR. In the event the Services provided under the Agreement are to be performed at or in any manner in
connection with a nuclear installation, the following conditions shall apply:
A. Buyer's Insurance
(1) If Buyer procures property damage insurance applicable to occurrences at the Site and third party non-nuclear
liability insurance, or either of such types of insurance, such insurance will name Siemens and its subcontractors as
additional insureds.
(2) Buyer shall have at its own cost, prior to the arrival of nuclear fuel at the Site, secured and shall thereafter
maintain in force protection against liability arising out of or resulting from a Nuclear Incident (as defined in the Atomic
Energy Act of 1954, as amended) as required by the Nuclear Regulatory Commission; provided, however, that if the
nuclear liability protection system in effect on the date of the Agreement expires or is repealed, changed, or modified,
Buyer will, without cost to Siemens, maintain liability protection through government indemnity, limitation of liability,
and/or liability insurance which will not result in a material impairment of the protection afforded Siemens and its
subcontractors by such nuclear liability protection system which is in effect as of the date of the Agreement, taking into
account the availability of insurance, customary practice in the industry for plants of similar size and character, and
other relevant factors in light of then existing conditions. In any event, the protection provided pursuant to this Article
shall remain in effect until the decommissioning of the nuclear plant.
B. Waivers by Buyer: Neither Siemens, nor its subcontractors shall be liable for any loss of, damage to, or loss of
use of property or equipment wherever located, arising out of or resulting from a "Nuclear Incident." Buyer waives and will
require its insurers to waive all rights of recovery against Siemens and its subcontractors on account of any such loss,
damage, or loss of use. All such waivers shall be full and unrestricted and in a form acceptable to Siemens.
In the event Buyer recovers damages from a third party based on losses at the Site resulting from the hazardous
properties of source, special nuclear or byproduct material (as defined in the Atomic Energy Act of 1954, as amended),
Buyer shall defend, indemnify and hold Siemens and its subcontractors harmless against claims by such third party which
are based on Buyer's recovery of such damages. In addition, Buyer waives and will require its insurers to waive all rights
of recovery against Siemens and its subcontractors, for any and all costs or expenses arising out of or in connection with
the investigation and settlement of claims or the defense of suits for damage resulting from the nuclear energy hazard.
C. Third Party Property Protection: Buyer will indemnify and hold Siemens and its subcontractors harmless for any
liability arising out of loss of or damage to property at the Site which arises out of a Nuclear Incident. In addition, Buyer
shall obtain for the benefit of Siemens and its subcontractors, protection against liability for, arising out of, or resulting
from damage to any property or equipment located at the Site which is used or intended for use by Buyer in connection
with the operation of the nuclear power plant (including but not limited to fuel) and which is owned by parties other than
Buyer.
D. Decontamination: Buyer shall, without cost to Siemens, perform any required decontamination and health
physics necessary for, related to or resulting from Siemens performance of its contractual obligations. This includes but is
not limited to decontamination of any Siemens equipment or tools used in the performance thereof. Buyer shall provide
documentation demonstrating that components or parts being returned to Siemens after such decontamination meet the
requirements designated for unrestricted release as set forth in the United States Code of Federal Regulations, Title 10
Part 20.
Siemens Standard Terms and Conditions of Sale for Services
Version 1.3 Department:Legal Page 6 of 8
21. SURVIVAL. The Articles entitled "Intellectual Property," "Limitation of Liability," "Indemnity", "Confidentiality,"
"Risk of Loss and Schedule," "Export/Import Compliance," and "Nuclear" survive any termination, expiration or
cancellation of this Agreement.
22. SITE SAFETY. Buyer shall comply with all federal, state, and local safety regulations and standards applicable to the
Site and to the Equipment on which Siemens will perform the Services. Siemens shall not be obligated to commence or
perform Services unless Buyer's Site complies with all applicable safety requirements. In the event Buyer's Site safety is non-
compliant, Siemens may suspend the Services until such time as Buyer corrects the non-compliance. To the extent Siemens
incurs additional time and expense as the result of Buyer's non-compliance, Siemens shall be entitled to an equitable
adjustment in the schedule, price and other affected provisions of the Agreement.
23. ENVIRONMENTAL COMPLIANCE. To the extent that the performance of Services at the Site may involve the
generation of hazardous waste as such term is defined in the Resource Conservation and Recovery Act (42 U.S.C. 6901,
et seq.), the laws of the state in which the Site is located and the rules or regulations issued thereunder as are now in
effect or hereafter amended from time to time (such generated hazardous waste being herein referred to as "Hazardous
Waste")shall apply.
Buyer shall at its expense and in accordance with all applicable federal, state and local laws, rules, regulations and
ordinances (i)furnish Siemens with containers for Hazardous Waste, (ii) designate a storage area at the Site proximate to
the Services where such containers are to be placed; and (iii) handle, store and dispose of Hazardous Waste. Buyer shall
reimburse Siemens for additional costs, if any, incurred in complying with any such laws, regulations, rules and/or
ordinances.
Siemens shall have no responsibility or liability with regard to any Hazardous Waste which it does not know or have
reason to know will be generated or released in the performance of the Services, and Buyer shall indemnify and hold
Siemens harmless for all damages, losses, costs, liabilities, fines and penalties, (including reasonable attorneys' fees)
related to pollution and environmental impairment arising from the Buyer's property, the Equipment or the Services.
24. ASBESTOS
The terms "Asbestos" and "Presumed Asbestos Containing Material" shall have the meanings set forth in United States
Code of Federal Regulations Chapter 29 Section CFR 1926.1101 et seq., and "ACM" shall mean Asbestos and Asbestos
containing materials.
(1) The Buyer warrants and represents that, in any areas which may be accessed by Siemens or its Suppliers, any
ACM which is or is contained in thermal insulation or sprayed-on surfacing material is conspicuously and specifically
marked as ACM, and any other ACM is in a lawful condition.
(2) Prior to Siemens' commencement of Services at any Site:
(a) The Buyer shall, at Buyer's expense remove all thermal insulation, sprayed-on surfacing material, and/or
Presumed Asbestos Containing Material (any or all of the foregoing hereinafter "PACM"), and ACM which may be
disturbed during or removal of which is required for the performance of the Services; and,
(b) The Buyer shall ensure that any areas where any activities involving the abatement or removal of PACM
or ACM shall be conspicuously identified, posted and isolated, all as required by applicable law.
BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, IN PERFORMING THE SERVICES AND DISPATCHING
EMPLOYEES TO WORK AREAS, SIEMENS IS RELYING UPON THE AGREEMENTS, WARRANTIES, AND
REPRESENTATIONS MADE BY BUYER IN THIS ARTICLE 24. Without limiting its other rights and remedies, Siemens
(i) shall not be obligated to commence, and may stop any affected Services, unless and until it is fully satisfied that the
Buyer is in compliance with this Article 24, and (ii) shall be entitled to an equitable adjustment in the schedule, price and
other provisions of the Agreement resulting from Buyer's non-compliance.
(3) In no event shall Siemens be obligated to install, disturb, handle, or remove any PACM.
(4) Siemens makes no representation that it is licensed to abate ACM.
Siemens Standard Terms and Conditions of Sale for Services
Version 1.3 Department:Legal Page 7 of 8
(5) Buyer shall defend, indemnify and hold Siemens harmless against any and all claims, demands, damages,
losses, liabilities, fines, penalties, costs or expenses, including without limitation any clean up or remedial measures
arising out of, connected with, or resulting from the Buyer's failure to comply with the provisions of this Article 24.
25. THIRD PARTY PARTS
Buyer warrants that any and all Third Party Parts which may be the subject of any Services shall (a) be fully compatible
with the corresponding part, component, equipment or material of the Original Equipment Manufacturer ("OEM") in terms
of form, fit, and function; (b) shall be timely provided to Siemens hereunder; and (c) shall be capable of installation in the
same manner and within the same time as the corresponding OEM part, component, equipment, or material.
Siemens Standard Terms and Conditions of Sale for Services
Version 1.3 Department:Legal Page 8 of 8
Docu�i ,
- SECURED
Certificate Of Completion
Envelope Id: 14BA6091994C412BBD50B06966703CA8 Status:Completed
Subject: DocuSign:029.21 Siemens System Maintenance&Support
Source Envelope:
Document Pages:44 Signatures:4 Envelope Originator:
Certificate Pages:5 Initials:0 Hilary Burgess
AutoNav: Enabled 530 East Main Street
Envelopeld Stamping: Disabled Suite 203
Time Zone: (UTC-07:00)Mountain Time(US&Canada) Aspen,CO 81611
hilary.burgess@aspenairport.com
IP Address:65.38.144.66
Record Tracking
Status:Original Holder: Hilary Burgess Location: DocuSign
3/2/2021 4:22:45 PM hilary.burgess@aspenairport.com
Signer Events Signature Timestamp
Kelly Boyd I Sent:3/2/2021 4:30:53 PM
"V""I
Kelly.Boyd@siemens.com 15O�a Viewed:3/3/2021 7:09:08 AM
General Manager Signed:3/11/2021 7:51:14 AM
Siemens Industry Inc
Security Level: Email,Account Authentication Signature Adoption: Pre selected Style
(None) Using IP Address: 165.225.11.1
Electronic Record and Signature Disclosure:
Accepted:9/3/2020 8:19:40 AM
ID:4826d4ac-417a-4497-bc4a-9ca8206c9486
Company Name:Pitkin County,Colorado
Matt Whitelock '' � Sent:3/11/2021 7:51:18 AM
matt.whitelock@aspenairport.com //IItt'' 'tLoJc Viewed:3/11/2021 8:15:52 AM
Director of Security and Construction Signed:3/11/2021 2:22:02 PM
Security Level: Email,Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:65.38.144.66
Electronic Record and Signature Disclosure:
Accepted:3/15/2021 4:52:17 PM
ID:69724abf-8be1-4569-9cba-e2d68664c46e
Company Name:Pitkin County,Colorado
Rich Englehart ,' ',."' Sent:3/11/2021 2:22:07 PM
rich.englehart@pitkincounty.com Ka' tli4t�'" Viewed:3/15/2021 1:16:30 PM
Deputy County Manager Signed:3/15/2021 1:16:43 PM
Pitkin County
Signature Adoption: Pre-selected Style
Security Level: Email,Account Authentication
(None) Using IP Address:73.34.180.169
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jon Peacock Sent:3/15/2021 1:16:48 PM
Jon.Peacock@pitkincounty.com Viewed:3/16/2021 8:13:01 AM
County Manager Signed:3/16/2021 8:13:15 AM
Pitkin County
Security Level: Email,Account Authentication Signature Adoption: Drawn on Device
(None) Using IP Address:75.71.107.170
Electronic Record and Signature Disclosure:
Signer Events Signature Timestamp
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Pitkin County Procurement COPIED Sent:3/16/2021 8:13:21 AM
Procurement@pitkincounty.com Viewed:3/16/2021 10:17:13 AM
Procurement
Pitkin County
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Accounts Payable Pitkin County COPIED Sent:3/16/2021 8:13:25 AM
AP@PitkinCounty.com Viewed:3/16/2021 10:38:57 AM
Accounts Payable
Pitkin County
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tracy Elkins COPIED Sent:3/16/2021 8:13:26 AM
tracy.elkins@siemens.com Viewed:3/16/2021 8:24:24 AM
Siemens Industry, Inc.
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/2/2021 4:30:53 PM
Certified Delivered Security Checked 3/16/2021 8:13:01 AM
Signing Complete Security Checked 3/16/2021 8:13:15 AM
Completed Security Checked 3/16/2021 8:13:26 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on:3/20/2020 3:28:13 PM
Parties agreed to:Kelly Boyd,Matt Whitelock
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Pitkin County(we, us or Pitkin County)may be required by law to provide
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To advise Pitkin County of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at Helpdesk@provelocity.com and
in the body of such request you must state: your previous e-mail address, your new e-mail
address .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper or electronic copies from Pitkin County
To request delivery from us of paper or electronic copies of the notices and disclosures
previously provided by us to you electronically, you should request those documents from Pitkin
County under the Colorado Open Records Act by contacting the Pitkin County custodian who
sent you the document for signature.
To withdraw your consent with Pitkin County
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.