HomeMy WebLinkAbout000194A Original ContractBPA Pilot Participation Agreement
PILOT PARTICIPATION AGREEMENT
This PILOT PARTICIPATION AGREEMENT, made and entered into as of the last signature date written
below, is between Global Energy Partners, LLC, City of Port Angeles, and Olympic Medical Center
"Customer").
RECITALS
The City of Port Angeles "COPA in partnership with the Bonneville Power Administration "BPA is
conducting this Commercial and Industrial Demand Response Pilot Project "Project which is designed to
demonstrate Demand Response (DR) capabilities and technologies in the Pacific Northwest. Global Energy
Partners, LLC "Global has been engaged by BPA to manage the Project.
This Project aims to demonstrate that commercial and industrial "C &I DR assets can be used to:
Delay or eliminate the need for regional transmission system upgrades;
Reduce peak electrical demand;
Reduce wholesale power supply costs;
Test the ability to dispatch specific C &I loads through automated DR strategies.
In addition to the above goals, BPA will investigate and collect information as to the responsiveness of C &I
loads served by COPA to determine the benefits of DR as a tool for assisting BPA meet system loads and grid
conditions.
AGREEMENT
City of Port Angeles
Record #0001940
1. The Customer agrees to participate in the Project with the understanding that the Customer shall receive
an Equipment/Installation Incentive for the implementation of demand response technologies and
measures at its operating site. Global agrees to pay agreed upon project costs for the design, procurement,
and installation of the automated demand response technologies and measures.
2. The Equipment/Installation Incentive shall be for the reimbursement of costs associated with the design,
procurement, and installation of the automated demand response technologies and measures. The
Equipment/Installation Incentive amount and automated demand response technologies and measures are
defined in Attachment A. The total Equipment/Installation Incentive cannot exceed 100% of the automated
demand response project costs.
3. Global will work with the Customer to develop the specifications for the potential cost-effective automated
demand response technologies and measures. Global will perform a field visit to conduct a pre installation
inspection to verify the compatibility of existing technology, estimate the demand response potential, and
work with an installation vendor to identify the scope and cost of the work.
4. Within two weeks after the installation of the automated demand response technologies and measures are
completed, the Customer shall contact Global to schedule a post-installation inspection. A Global
representative will visit the site to verify that that the automated demand response technologies and
measures have been installed and are fit for the use intended.
1
5. After completion of items 1-4, the Customer shall provide Global with copies of invoices for project
equipment and construction. Invoices must include: vendor name /address /phone, itemized listing of
products including quantity, product description, manufacturer, model and other identifying information
as appropriate, and cost details. All information must be provided to Global within 5 days of the post-
installation inspection. Upon receipt of the invoices from Customer, Global will submit a request to BPA for
reimbursement. Global will then pay the Customer within 60 clays upon the receipt of the invoices from
Customer.
6. After the post installation inspection, the Customer agrees to begin participating in DR demonstration test
events to be scheduled either by the COPA or the BPA. These demonstration test events will evaluate the
technical and economic efficacy of C &I DR for winter, non winter and fast DR applications. The anticipated
number of events will be no more than fifteen (15) for the entire Project, the duration of arty single event will
not exceed two (2) hours.
7. In order to receive the Equipment/Installation Incentive from Global, the Customer must complete and
submit a W-9. A copy of the W-9 form is included in Attachment B.
8. This agreement shall expire on August 31, 2012, unless the Parties mutually agree to either an extension
or early termination of the Agreement.
9. The Customer shall take adequate safeguards to prevent Toss, damage, or theft of the Project Equipment
and control, communication, and monitoring equipment. The Customer shall follow adequate maintenance
procedures to keep the Equipment in good condition. No warranty, expressed or implied, is provided
except that provided by the Equipment Manufacturer. The Customer agrees that it will not make any claim
or file any action against Global, COPA, or the BPA, its officers, officials, employees, and volunteers in
connection with the Project or use of Project Equipment.
10. The Customer shall indemnify and hold harmless Global, COPA, and BPA, its officers, officials, employees,
and volunteers from any and all claims, injuries, damages, losses or suits, including attorney fees, arising
or issuing out of or in connection with the Project, except as may be caused by the sole negligence or
willful conduct on part of Global, COPA, or BPA. Neither Global, COPA, BPA, nor the Installation vendor
are responsible for any federal income tax liability, which may be imposed on the Customer as a result of
payment of any incentives.
11. In the course of performing the work, Global may be given access to confidential and /or proprietary
commercial, technical, energy consumption, and financial information "Information The Customer agrees
that Global may use Customer's Information as necessary to detail the results of the Project, including
communicating Project data to BPA. Global agrees not to disclose or otherwise make the Information
available to other third parties, and to maintain security procedures and practices practices that comply
with the Federal Trade Commission Red Flags Rules as part of the Fair and Accurate Credit Transactions
Act of 2003; however, BPA may release information provided by Customer to comply with FOIA or if
required by any other federal law or court order. For information that Customer designates in writing as
proprietary, BPA will limit the use and dissemination of that information within BPA to employees who need
the information for purposes of the Project.
BPA Pilot Participation Agreement
2
AGREED AND ACCEPTED:
GLOBAL ENE7Y PAl TNI(R CUSTOMER: 1.VA r j0 !c fie, 6�,! r
Signed: r( Signed: celec Z
Name: v. k -vsk.; Name. /.04 ---ty
Title: \ice ?rt° 4,. AV-(745 )[:.t.1%" owe Title'
Address SOb 11416_5241 Address: 6 (..17# eJ
So,1e. Lisa (Oa ��fr Cite)... CA 9it� b ,L 4 i A41 �r�7�L
Phone Q2.c Li k 2 2o0C) Phone. (.3h) 1 -77
Date: TS I tG I 1 t Date:
City of Port Angeles
Sign
Name:
Title: C
Address:
Pe
Phone
Date:
BPA Pilot Participation Agreement
Ca
3
Global will work with the control vendor to verify that the automated demand response technology
(vendor's equipment) has been installed and is fit for the use intended and the measures (toad -shed
strategies) function correctly at no additional cost to the City or customer. Fit for use intended,
constitutes a fully functional Demand Response Control and Communication System capable of
interfacing with the DRBizNet platform. Global will also work with UISOL to guarantee DRBizNet
connectivity to the Customer location stated in the Vendor Proposal at no additional cost to the City or
customer.
Winter Measure Descriptions
Measure 1.
Degree of
Description of Measure Adjustment Equipment Impacted Load Shed Estimate
2 degree decrease
from normal set
point for event
Space temperature reset duration HVAC: Heating 75 kW
Summer Measure Descriptions
Measure 1.
Description of Measure
Degree of
Adjustment
2 degree increase
from normal set
point for event
Space temperature reset duration HVAC: Cooling 100 kW
Funding available for controls installation work
Estimated project cost
(external) $28,730.00
Estimated project cost
$0.00
Attachment A
Equipment Impacted Load Shed Estimate
(Internal)
Other costs $0.00
Estimated WSST $2,414.00
Total inc WSST $31,144.00
SIEMENS
PROPOSAL
Customer: Olympic Medical Center Date: July 7, 2011
Address: 939 Caroline Street
Port Angeles, WA 98362
Attn: Scott Bower
Project: Olympic Medical Center Load Shedding
Proposal: Siemens Industry proposes to provide a Siemens controls solution for the Load Shedding Project per
the request Olympic Medical Center. This solution will enable the hospital and a 3 party to enter a
load shedding state on the existing hospital's Siemens controls system. You will gain the ability to
control and monitor and air side HVAC systems' adjusted discharge air temperature set points on your
existing Siemens Apogee software. This is being utilized to reduce the boiler demand as well as
reduce the energy consumption of the Hospital during Peak Demand instances.
22010 SE 51
Issaquah. WA 98029
Scope of Work:
Net Price: 28,730
1. Siemens:
Labor and material to provide a complete Siemens Apogee controls solution to
automatically adjust the discharge air temperature set points for the hospital's primary air
handling systems. This includes installation of the Gridlink device, start-up, graphics,
programming, and functional acceptance testing.
Labor and material to provide sub metering of the two primary electric boilers. This
includes start-up, graphics, programming, and functional acceptance testing.
Primary materials for this project include a Wireless Gridlink controller; upgrade of an
existing Unitary Controller to a PXC Compact 24, and two (2) 2400 amp Digital Energy
Monitors.
Existing power will be utilized for the Gridlink device. We are including communication
wiring (FLN) to the new DEMs, and Ethernet wiring to the new PXC Compact Controller to
the hospital IT network room identified,
Install Ethernet cabling, terminations and testing. Ethernet cabling length to be within 250'
of the data closet. Assumed being installed using open plenum Ethernet cable within
accessible ceiling conditions.
Labor and material to pick up a pulsing signal from a replacement electrical meter from the
City of Port Angeles.
Project Management and coordination of technicians.
All installation for controls and control wiring is included in pricing.
For the project above, there will be modifications to the Apogee database and graphics,
Twenty eight thousand seven hundred thirty DOLLARS
Siemens Industry, Inc. Building Technologies Division
Phone (426) 507 -4388
Fax (866) 650 -0863
www.saslemens.com
Email
vichhean chhinfahsiemens com
SIEMENS
Remarks:
1 Pricing excludes Washington state sales tax.
2 Pricing based on Normal Working Hours.
3 Pricing includes as- builts.
4. Pricing assumes mechanical equipment is fully functional
5. Pricing excludes replacing site Electrical Meter.
The Terms and Conditions of Sale shown on the attached are a part hereof
Proposal Accepted
Siemens Industry, Inc. is authorized to proceed with the
work as proposed
Signature Signature
Print Name G LE v L Print Name Vichhean Chhin
Title CO Title
Date 4 /1 2--J 1 1
Siemens Industry, Inc. Building Technologies Division
22010 SE 51
Issaquah, WA 98029
Phone (425) 507 -4388
Fax (866) 650 -0863
www.sbt siemens corn
Proposal Submitted:
Siemens Industry, Inc.
Account Executive
This proposal is valid for: 30 days
Email
vichhean chhin ansiemens com
INSTALLATION TERMS AND CONDITIONS (REV. 10109)
These Terms and Conditions are incorporated by reference and form an Integral
part of each proposal or agreement between Siemens Building Technologies, Inc.
("SIEMENS") and the party for whom the Work is to be performed ("Customer').
The portions of each proposal or agreement relating to "Scope of Work" or
Proposed Solution" (In either case "Scope"), together with these Terms and
Conditions, are collectively referred to as the "Agreement
Article l: General
1.1 (a) The Agreement, when accepted In writing by Customer and approved by
an authorized representative of SIEMENS, constitutes the entire, complete and
exclusive agreement between the parties relating to the services ("Services") and
the equipment ("Equipment") to be provided by SIEMENS as described in the
Scope (such Services and Equipment collectivety referred to as 'Work") and shat
supersede and cancel all prior agreements and understandings, written or oral,
relating to the subject matter of the Agreement. The Agreement and any rights or
obligations thereunder may not be assigned by either party without the prior
written consent of the other, except that either party may assign this Agreement
to its affiliates and SIEMENS may use subcontractors in the performance of the
Work.
(b) The terms and conditions of this Agreement shall not be modified or
rescinded except in writing, signed by an authorized representative of SIEMENS.
SIEMENS' performance under this Agreement is expressly conditioned on
Customer's assenting to all of the terms of this Agreement, notwithstanding any
different or additional terms contained in any writing at any time submitted or to
be submitted to SIEMENS by Customer relating to the Work.
c) The terms and conditions set forth herein shall supersede, govern and
control any conflicting terms of the Proposed Solution or the Proposal.
d) Nothing contained In this Agreement shall be construed to give any rights or
benefits to anyone other than the Customer and SIEMENS without the express
written consent of both parties. All obligations arising prior to this Agreement and
all provisions of this Agreement allocating responsibility or liability between the
parties shall survive the completion of the Work and the termination of this
Agreement.
1.2 This Agreement shall be govemed by and enforced In accordance with the
laws of the State of Washington. All claims or disputes arising under this
Agreement shall be litigated in the State, Commonwealth, or Province In which
the Work is being provided to Customer hereunder.
Article 2: Work by SIEMENS
2.1 SIEMENS will perform the Work expressly described In this Agreement and
In any work release documents or change orders that are Issued under this
Agreement and signed by the parties. The Work performed by SIEMENS shall be
conducted In a manner consistent with the degree of care and skill ordinarily
exercised by reputable firms performing the same or similar work In the same
locale acting under sirrslar circumstances and condition.
2.2 SIEMENS shall perform the Work during Its normal working hours, Monday
through Friday, excluding holidays, unless otherwise agreed herein,
2.3 SIEMENS is not required to conduct safety or other tests, Install new
devices or equipment or make modifications to any Equipment beyond the Scope
set forth in this Agreement. Any Customer request to change the Scope or the
nature of the Work must be in the form of a mutually agreed change order,
effective only when executed by all parties hereto.
2.4 All reports and drawings specifically prepared for and deliverable to
Customer pursuant to this Agreement ("Deliverables") shall become Customer's
properly upon full payment to SIEMENS. SIEMENS may retain file copies of such
deliverables. All other reports, notes, calculations, data, drawings, estimates,
spedtications, manuals, other documents and all computer programs, codes and
computerized materials prepared by or for SIEMENS are Instruments of
SIEMENS' work ("Instruments") and shall remain SIEMENS' property. To the
extent specified in the Scope, Customer, its employees and agents ("Permitted
Users") shall have a right to make and retain copies of Instruments except
uncompiled code, and to use all Instruments, provided however, the
Instruments shall not be used or relied upon by any parties other than
Permitted Users, and such use shall be limited to the particular Work and
location for which the instruments were provided. Al Deliverables and
instruments provided to Customer are for Permitted Users' use only for the
purposes disclosed to SIEMENS, and Customer shall not transfer them to others
or use them or permit them to be used for any extension of the Work or any other
project or purpose, without SIEMENS' express written consent. Any reuse of
Deliverables or Instruments for other work or locations wlthout the written
consent of SIEMENS, or use by any party other than Permitted Users will be at
Permitted Users' risk and without liability to SIEMENS; and Customer shall
indemnify, defend and hold SIEMENS harmless from any claims, losses or
damages arising therefrom.
2.5 Customer acknowledges that SIEMENS, in the normal conduct of its
business, may use concepts and improved skills and know -how developed
while performing other contracts. Customer acknowledges the benefit which
may accrue to it though thls practice, and accordingly agrees that anything in
this Agreement notwithstanding, Siemens may continue, without payment of a
royalty, this practice of using concepts and improved skills and know -how
developed while performing this Agreement.
2.6 SIEMENS shat) be responsible for any portion of the Work performed by any
subcontractor of SIEMENS. SIEMENS shall not have any responsibility, duty or
authority to direct, supervise or oversee any contractors of Customer or their work
or to provide the means, methods or sequence of their work or to stop their work.
Siemens Industry, Inc., Building Technologies Division
SIEMENS' work andlor presence at a site shall not relieve others of their
responsibility to Customer or to others. SIEMENS shall not be liable for the failure
of Customer's contractors or others to fulfill their responsibilities, and Customer
agrees to indemnify, hold harmless and defend SIEMENS against any claims
arising out of such failures
Article 3: Responsibilities of Customer
3.1 Customer, without cost to SIEMENS, shall:
(a) Designate a contact person with authority to make decisions for Customer
regarding the Work and provide SIEMENS with Information sufficient to contact
such person in an emergency. If such representative cannot be reached, any
request for work received from a person located at Customer's premises will be
deemed authorized by Customer, and SIEMENS will, In Its discretion, act
accordingly.,
(b) Provide or arrange for reasonable access and make all provisions for
SIEMENS to enter any site where Work is to be performed;
(c) Permit SIEMENS to control and/or operate all faality controts, systems,
apparatus, equipment and machinery necessary to perform the Work;
(d) Furnish SIEMENS with all available information pertinent to the Work;
(e) Furnish SIEMENS with all approvals, permits and consents from
govemment authorities and others as may be required for performance of the
Work except for those SIEMENS has expressly agreed in rotting to obtain;
(f) Notify SIEMENS promptly of any site conditions requiring special care, and
provide SiE41ENS with any available documents describing the quantity, nature,
location and extent of such conditions;
(g) Comply with ail laws and provide any notices required to be glven to any
government authodtes in connection with the Work, except such notices
SIEMENS has expressly agreed in writing to give;
(h) Provide SIEMENS wth Matertal Safety Data Sheets that conform to OSHA
requirements related to all Hazardous Materials located at the site;
(1) Furnish to SIEMENS any contingency plans related to the site; and
(j) Furnish the specified operating environment, Including without limitation,
suitable, clean, stable, properly conditioned electrical power to all Equipment;
telephone lines, capacity and connectivity as required by such Equipment; and
heat, light, air conditioning and other utilities in accordance with the specifications
for the Equipment.
3.2 Customer acknowledges that the technical and pricing information
contained in this Agreement is confidential and proprietary to SIEMENS and
agrees not to disdose it or otherwise make it available to others without
SIEMENS' express written consent.
3.3 Customer acknowledges that It is now and shall at all times remain in
control of the project site. Except as expressly provided herein, SIEMENS shall
not be responsible for the adequacy of the health or safety programs or
precautions related to Customer's activities or operations, Customer's other
contractors, the work of any other person or entity, or Customer's site conditions.
SIEMENS is not responsible for inspecting, observing, reporting or correcting
health or safety conditions or deficiencies of Customer or others at Customer's
site. So as not to discourage SIEMENS from voluntarily addressing health or
safety Issues at Customer's site, in the event SIEMENS does address such
Issues by making observations, reports, suggestions or otherwise, SIEMENS
shall not be liable or responsible on account thereof.
3.4 Customer is solely responsible for any removal, replacement or refinishing
of the budding structure or finishes that may be required to gain access to the
Work.
3.5 Customer shall properly dispose of all ballasts, mercury bulb thermostats,
used oil, contaminated filters, contaminated absorbents, refrigerant and any other
Hazardous Matenals that at any time are present at Customer's premises, in
accordance with all applicable federal, state, and local laws, regulations, and
ordinances.
Article 4. Changes; Delays; Excused Performance
4.1 As the Work is performed, conditions may change or circumstances outside
SIEMENS reasonable control (Including changes of law) may develop which
would require SIEMENS to expend additional costs, effort or time to complete the
Work, in which case SIEMENS will nobly Customer and an equitable adjustment
wig be made to SIEMENS' compensation and time for performance. In the event
conditions or circumstances require the Work to be suspended or terminated,
SIEMENS sham be compensated for Work performed and for costs reasonable
incurred in connection with the suspension or termination.
4,2 SIEMENS shall not be responsible for loss, delay, Injury, damage or failure
of performance chat may be caused by drcumstances beyond its control,
including but not restricted to acts or omissions by Customer or its employees,
agents or contractors, Acts of God, war, civil commotion, acts or omissions of
government authorities, fire, theft, corrosion, flood, water damage, lightning,
freeze -ups, strikes, lockouts, differences with workmen, dots, explosions,
quarantine restrictions, delays in transportation, or shortage of vehicles, fuel,
labor or materials. In the event of such delay or failure, the time for performance
shall be extended by a penod equal to the time lost plus a reasonable recovery
period and the compensation shall be equitably adjusted for additional costs
SIEMENS Incurs due to such delay.
Article 6: Compensation
5.1 SIEMENS shall be compensated for the Work at its prevailing rates and
reimbursed for costs and expenses (plus reasonable profit and overhead)incurred
in its performance of the Work. All other services, including but not limited to the
following, shall be separately billed or surcharged on a time and materials basis:
(a) emergency work performed at Customer's request, If inspection does not
Installation Only 2009
reveal any deficiency covered by the Agreement; (b) work performed other than
during SIEMENS normal working hours; and, (c) work performed on equipment
not covered by the Agreement.
5.2 SIEMENS may invoice Customer on a monthly or other progress billing
basis. Invoices are due and payable upon receipt or as otherwise set forth in the
Agreement. If any payment is not received when due, SIEMENS may deem
Customer to be In breach hereof and may enforce any remedies available to it
hereunder or at law, including without limitation, acceleration of payments and
suspension or termination of the Work at any lime and without notice and shall be
entitled to compensation for the Work previously performed and for costs
reasonably incurred In connection with the suspension or termination. In the
event any payment due hereunder is not made when due, the Customer agrees
to pay, on demand, as a late charge, one and one-half percent (1.5%) of the
amount of the payment per month, limited by the maximum rate permitted by law,
of each overdue amount (including accelerated balances) under the Agreement,
Customer shall reimburse SIEMENS for SIEMENS' costs and expenses
(Including reasonable attorneys' and witnesses' fees) Incurred for collection under
this Agreement. In the event of a dispute by Customer regarding any portion or all
of an Invoiced amount, it shall notify SIEMENS In writing of the amount in dispute
and the reason for its disagreement within 21 days of receipt of the Invoice, the
undisputed portion shall be pald when due, and interest on the disputed, unpaid
portion shall accrue as aforesaid, from the date due until the date of payment, to
the extent that such amounts are finally determined to be payable to SIEMENS.
5.3 Except to the extent expressly agreed In writing, SIEMENS' fees do not
include any taxes, exclses, fees. duties or other government charges related to
the Work, and Customer shall pay such amounts or reimburse SIEMENS for any
amounts it pays. If Customer Balms a tax exemption or direct payment permit, it
shall provide SIEMENS with a valid exemption certificate or permit and Indemnify,
defend and hold SIEMENS harmless from any taxes, costs and penalties arising
out of same.
Article 6: Warranty, Insurance and Allocation of Risk
8.1 (a) Until one year from either the date the Equipment Is installed or the date
of first beneficial use, whichever first occurs. all Equipment manufactured by
SIEMENS or bearing Its nameplate wil be free from defects in material and
workmanship arising from normal use and service.
(b) Labor for all Work under this Agreement is warranted to be free from defects
for ninety (90) days after the earlier of the date the Work is substantially
completed or the date of first beneficial use.
8.2 (a) The limited warranties set forth in Section 6.1 will be void as to, and
shall not apply to, any Work (i) repaired, altered or improperly Installed by any
person other than SIEMENS or Its authorized representative; (i) subjected to
unreasonable or improper use or storage, used beyond rated conditions,
operated other than per SIEMENS' or the manufacturer's instructions, or
otherwise subjected to improper maintenance, negligence or accident; (11)
damaged because of any use of the Work after Customer has, or should have,
knowledge of any defect in the Work; or (iv) Equipment not manufactured,
fabricated and assembled by SIEMENS or not bearing SIEMENS' nameplate.
However, SIEMENS assigns to Customer, without recourse, any and all
assignable warranties available from any manufacturer, supplier, or subcontractor
of such Equipment and will assist Customer in enforcement of such assigned
warranties.
(b) Any claim under the limited warranty granted above must be made in writing
to SIEMENS within thirty (30) days after discovery of the claimed defect unless
discovered directly by SIEMENS. Such limited warranty only extends to
Customer and not to any subsequent owner of the Equipment. Customer's sole
and exclusive remedy for any Work not conforming with this limited warranty Is
limited to, at SIEMENS' option, (i) repair or replacement of defective components
of covered Equipment, or (11) reperformance of the defective portion of the Work
(c) SIEMENS shall not be required to repair or replace more than the
component(s) of the Equipment actually found to be defective. SIEMENS'
warranty liability shall not exceed the purchase price of such component(s)
Repaired or replaced Equipment will be warranted hereunder only for the
remaining portion of the original warranty period.
6.3 THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE ARE IN
LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, STATUTORY,
EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. SIEMENS
MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT ANY EQUIPMENT
PROVIDED HEREUNDER WILL PREVENT ANY LOSS, OR WILL IN ALL
CASES PROVIDE THE PROTECTION FOR WHICH IT IS INSTALLED OR
INTENDED. THE LIMITED EXPRESS WARRANTIES AND
REPRESENTATIONS SET FORTH IN THIS AGREEMENT MAY ONLY BE
MODIFIED OR SUPPLEMENTED IN A WRITING SIGNED BY A DULY
AUTHORIZED CORPORATE OFFICER OF SIEMENS.
8.4 SIEMENS shall maintain the following Insurance while performing the Work:
Workers' Compensation Statutory
Employers' Liability $1,000,000 each accident
Commercial General Liability $1,000,000 per occurrence and
$5,000,000 in the aggregate
Automobile Liability $1,000,000 per occurrence/aggregate
6.5 Risk of loss of materials and Equipment furnished by SIEMENS shall pass
to Customer upon delivery to Customer's premises, and Customer shall be
responsible for protecting and insuring them against theft and damage.
Siemens Industry, Inc., Building Technologies Division
8.8 ANYTHING HEREIN NOTWITHSTANDING, IN NO EVENT SHALL
SIEMENS BE RESPONSIBLE UNDER THIS AGREEMENT FOR INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE AND/OR
LOST BUSINESS OPPORTUNITIES, WHETHER ARISING IN WARRANTY.
LATE OR NON DELIVERY OF ANY WORK, TORT, CONTRACT OR STRICT
LIABILITY, AND REGARDLESS OF WHETHER CUSTOMERHAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND, IN ANY EVENT,
SIEMENS' AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES
OR EXPENSES (INCLUDING ATTORNEYS FEES) ARISING OUT OF THIS
AGREEMENT. OR OUT OF ANY WORK FURNISHED UNDER THIS
AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, AGENCY, WARRANTY, TRESPASS, INDEMNITY OR ANY
OTHER THEORY OF LIABILITY. SHALL BE LIMITED TO THE LESSER OF
$1,000,000 OR THE TOTAL COMPENSATION RECEIVED BY SIEMENS
FROM CUSTOMERUNDER THIS AGREEMENT. SIEMENS reserves the right
to control the defense and settlement of any claim for which SIEMENS has an
obligation to indemniy hereunder. The parties acknowledge that the price which
SIEMENS has agreed to perform its' Work and obligations under this Agreement
is calculated based upon the foregoing limitations of Ilabltlly, and that SIEMENS
has expressly relied on, and would not have entered into this Agreement but for
such limitations of liability.
6.7 It Is understood and agreed by and between the parties that SIEMENS is
not an Insurer and this Agreement is not intended to be an insurance policy or
a substitute for an Insurance policy. Insurance, if any, shall be obtained by
Customer. Fees are based solely upon the value of the Work, and are
unrelated to the value of Customer's property or the property of others on
Customer's premises.
Article 7: Hazardous Materials Provisions
7.1 The Work does not Include directly or indirectly performing or arranging for
the detection, monitoring, handling, storage, removal, transportation, disposal or
treatment of Oil or Hazardous Materials. Except as disclosed pursuant to Section
7.3, Customer represents that there is no asbestos or any other hazardous or
toxic materials, as defined In the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the regulations
promulgated thereunder, and other applicable federal, state or local law
("Hazardous Materiaisl, present at Customer's locations where Work is
performed. SIEMENS will potty Customer Immediately if it discovers or suspects
the presence bf any Hazardous Material. All Work has been priced andagreed
to by SIEMENS in reliance on Customer's representations as set forth In this
Section 7.1 The presence of Hazardous Materials constitutes a change in the
Proposed Solution equivalent to a change order whose temps must be agreed to
by SIEMENS before Its obligations hereunder will continue.
7.2 Customer shall be solely responsible for testing, abating, encapsulating,
removing, remedying or neutralizing such Hazardous Materials, and for the costs
thereof. Even if an appropriate change order has been entered Into pursuant to
Section 7.1 above, SIEMENS will continue to have the right to stop the Work
until the Job site is free from Hazardous Materials. In such event, SIEMENS Will
receive an equitable extension of time to complete its Work, and compensation
for delays caused by Hazardous Materials remedlation. In no. event shall
SIEMENS be required or construed to take title, ownership or responsibility for
such 011 or Hazardous Materials. Customer shall sign any required waste
manifests In conformance with all govemment regulations, listing Customer as
the generator of the waste.
7.3 Customer warrants that, prior to the execution of the Agreement, It has
notified SIEMENS In writing of any and all Hazardous Materials present,
potentially present or likely to become present at Customer's locations and has
provided a copy of any jobslte safety policies, Induding but not limited to lock -out
and tag procedures, laboratory procedures, chemical hygiene plan, material
safely data sheets or other items covered or required to be disclosed or
maintained by federal, stale, or local laws, regulations or ordinances.
7.4 For separate consideration of $10 and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledge,
Customer shall indemnify, defend and hold SIEMENS harmless from and against
any damages, losses, costs, Liabilities or expenses (including attorneys' fees)
arising out of any Oil or Hazardous Materials or from Customer's breach of, or
failure to perform Its obligations under, Sections 7.1, 7.2 or 7.3.
Article 8: import/ Export Indemnity
8.1 Customer acknowledges that SIEMENS is required to comply with
applicable export laws and regulations relating to the sale, exportation,
transfer, assignment, disposal and usage of the Work or Equipment or
Services provided under the Contract, including any export license
requirements. Customer agrees that such Work or Equipment or SenAces
shall not at any time directly or indirectly be used, exported, sold, transferred,
assigned or otherwise disposed of In a manner which will result in non-
compliance with such applicable export laws and regulations. It shall be a
condUibn of the continuing performance by SIEMENS of Its obligations
hereunder that compliance with such export laws and regulations be
maintained at all times. CUSTOMERAGREES TO INDEMNIFY AND HOLD
SIEMENS HARMLESS FROM ANY AND ALL COSTS, LIABILITIES,
PENALTIES, SANCTIONS AND FINES RELATED TO NON COMPLIANCE
WITH APPLICABLE EXPORT LAWS AND REGULATIONS.
Installation Only 2009
Attachment B
Form
(Rev. October 2007)
Department of the Treasury
Internal Revenue Seavco
Name (es shown on your income tax return)
Claltam County Public Hospital Distict #2
Business name, If different from above
Olympic Medical Center
Part 1
Part II
-9
Check appropriate box: 0 Individual/Sole propnetor Corporation Partnership
limited Debility company. Enter the tax classification (D= disregarded entity. C P= partnership)
Other lace instructions) Public Hospital
Address (number, street. and apt. or sure no.)
939 Caroline Street
City, state, and ZIP code
Port Angeles, WA 98362
lit account number(s) here (optional)
NPI# 1306845557
Taxpayer Identification Number (TiN)
Enter your TIN In the appropriate box. The TIN provided must match the name given on Une 1 to avoid
backup withholding. For Individuals, this Is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entitles, It is
your employer Identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Certification
Request for Taxpayer
Identification Number and Certification
Under penalties of perjury, I certify that
1. The number shown on this form is my correct taxpayer identification number (or 1 am waiting for a number to be Issued to me), and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service ens) that I am subject to backup withholding as a result of a failure to report all Interest or dividends. or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct 11N. See the instructions on page 4.
Sign I Signa of
Here us. person
General Instructioihs
Section references are to the internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, Income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Use Form W -9 only if you are a U.S. person (Including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be Issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership Income from
a U.S. trade or business Is not subject to the withholding tax on
foreign partners' share of effectively connected income.
Note. If a requester gives you a form other than Form W -9 to
request your TIN, you must use the requester's form if it is
substantially similar to this Form W -9.
Exempt
payee
Requester's name and address (optional)
Social security number
or
Employer Identification number
91 6001709
Data a r2_
Give form to the
requester. Do not
send to the IRS.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person 11 you are:
An Individual who Is a U.S. citizen or U.S. resident alien,
A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United
States,
An estate (other than a foreign estate), or
A domestic trust (as defined in Regulations section
301.7701 -7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners' share of income
from such business. Further, in certain cases where a Form W-9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business In the United States,
provide Form W -9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W -9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X Form W -9 (Rev. 10 -2007)