SERVICES AGREEMENT SIEMENS INDUSTRY, INC. Building Automation Annual Service at Various City Facilities HVAC Control Services On this _____ day of _______________, 20__, the CITY OF RIVERSIDE, a California charter city and municipal, SIEMENS INDUSTRY, INC., a Delaware 1.Scope of Services. Contractor shall furnish all labor, materials and equipment forand perform the work of Building Automation Annual Service at Various City Facilities HVAC Control Servicesprovisions and requirements of the Scope of Servicesand incorporated herein by reference. 2.Term. This Agreement shall be in effect from July 1, 2025, through June 30, 2030,unless otherwise terminated pursuant to the provisions herein. 3.Compensation. City shall pay Contractor for the performance of the Servicesduring the initial term of this Agreement a Contract Price Three Hundred Seven ThousandNine Hundred Thirty-Five Dollars ($307,935.00), unless an increase is agreed to by the parties. Bandincorporated herein by this reference. If tcompensation for the extended term shall be mutually agreed upon in writing by the parties. 4.General Compliance with Laws. Contractor shall keep fully informed of federal,state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of Services by Contractor pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. 5.Business Tax Certificate. As a condition of this Agreement, Contractor shallsecure a business tax certificate to operate in the City of Riverside pursuant to Chapter 5.04 of the Riverside Municipal Code, and shall also secure any other licenses or permits which may be required. 6.Business Tax and Penalties. Contractor acknowledges and agrees that with respectto any business tax or penalties thereon, utility charges, invoiced fee or other debt which is owed, or which becomes owed, by Contractor to City, City reserves the right to withhold and offset said amounts from any payments, refunds or reimbursements owed by City to Contractor under the Agreement. Notice of such withholding and offset shall promptly be given to Contractor by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.7.Personnel. Contractor shall furnish all personnel necessary to perform the Servicesand shall be responsible for their performance and compensation. The key personnel are listed in personnel to perform the Services.8.Assignment and Subcontracting. Neither party shall assign any right, interest, orobligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Contractor City Council approval. Contractor shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 11. The Contractor acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City. 9.Independent Contractor. In the performance of this Agreement, Contractor, andindependent contractors, and not as officers or employees of the City of Riverside. Contractor acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or employees, subcontractors and agents. Contractor, as an independent contractor, shall be responsible for any and all taxes that apply to Contractor as an employer.10.Indemnification. Except as to the sole negligence or willful misconduct of the City,agents and council members from any liability, claim, damage or action whatsoever, to the extent it is based or asserted upon any wrongful act or omission of Contractor, its officers, employees, subcontractors, agents or representatives, or arises out of or in any way relates to this agreementincluding but not limited to property damage, bodily injury, or death. Contractor shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and , agents and council members in any such action or claim. With respect to any action or claim subject to indemnification herein by Contractor, Contractor shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of City; provided, however, that any such adjustment, settlement or compromise in no obligations hereunder shall be satisfied when Contractor has provided to City the appropriate form of dismissal (or similar document) relieving the City from any liability for the action or claim involved. The specified insurance limits required in this Agreement shall in no way limit or
11.Insurance.11.1 General ProvisionsContractor shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the 11.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Contractor10 hereof. 11.1.2 Ratings. Any insurance policy or coverage provided by Contractoror subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with aa Financial Class of VII or higher. 11.1.3 Cancellation. The policies shall not be canceled unless thirty (30) daysprior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.11.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage as Contractordeems adequate, at Contractor11.2Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code compensation, or to undertake self-insurance before commencing any of the work. Contractor shall carry the insurance or provide for self-insurance required by California law to protect said ContractorContractor shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Contractor is self-insured for such coverage, or 2) a certified statement that Contractorhas no employees, and acknowledging that if Contractor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) daysprior written notice before modification or cancellation thereof.11.3 Commercial General Liability and Automobile Insuranceexecution of this Agreement, Contractor shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Contractor against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Contractor.The City, and its officers, employees and agents, shall be named as additional insureds under the Contractor11.3.1 Contractorboth bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-,personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.11.3.2 Contractorand property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Contractorinsurance policies shall cover all vehicles used in connection with ContractorAgreement, which vehicles shall include, but are not limited to, Contractor owned vehicles, Contractor leased vehicles, Contractoree vehicles, non-Contractor owned vehicles and hired vehicles.11.3.3policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.11.3.4 The insurance policy or policies shall also comply with the following provisions:a. If the policy is written on a claims made basis, the certificateshould so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.b. The policy shall specify that the insurance provided by Contractorwill be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City. 12.TerminationServices and work covered by this Agreement at any time upon thirty (30) calendar dayswritten written statement of the amount of services provided as of the date of such termination for payment by the City.
Agreement upon five (5) calendar dayswritten notice if: Contractor fails to promptly begin performance of the Services;Contractor fails to perform the Services;Contractor discontinues performance of the Services;Contractor fails to make payment to employees in accordance withapplicable law;Contractor disregards laws, ordinances, or rules, regulations, or orders of apublic authority having jurisdiction;Contractor otherwise is guilty of breach of a provision of this Agreement;Contractor becomes insolvent, is adjudicated bankrupt, or makes a generalassignment for the benefit of creditors and fails to provide City withobligations.A receiver, trustee, or other judicial officer shall not have any right, title, orat its option and sole discretion, the right to immediately cancel theAgreement and declare it null and void.13.Non-DiscriminationContractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, gender, gender identity, genetic information, gender expression, sex or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Contractor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.14.Consultants/Contractors. City reserves the rightto employ other Contractors in connection with the Services. If the City is required to employ or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Contractor.15.Conflict of Interest. Contractor, for itself and on behalf of the individuals listed, represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, affected by the above-described Services. Contractor further warrants that neither Contractor, nor the individuals have any real property, business interests or income interests that will be affected by this project or, alternatively, that Contractor will file with the City an affidavit disclosing any such interest. 16.Solicitation. Contractor warrants that Contractor has not employed or retained anyperson or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Contractor only for the value of work Contractor has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Contractor the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.17.Prevailing Wage. If applicable, pursuant to Section 1771 of the California LaborCode, Contractors are required to pay the general prevailing rates of per diem wages, overtime and holiday wages as determined by the Director of the Department of Industrial Relations and implemented by Resolution No. 13346 of the City Council of the City of Riverside. Tdetermination of prevailing wage rates is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm, and is referred to and made a part hereof as though fully set forth herein. Contractor is aware of and stipulates that Contractor will also comply with California Labor Code Sections 1725.5 and 1771.1 requiring all general contractors and subcontractors to be registered with DIR, when applicable. Registration can be accomplished through the DIR website by using this link: http://www.dir.ca.gov/Public-Works/PublicWorks.html.18.Notices. Service of any notices, bills, invoices or other documents required orpermitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows:To CityTo ContractorGeneral Services DepartmentCity of RiversideAttn: Steve Williams8095 Lincoln AvenueRiverside, CA 92504Siemens Industry, Inc.Attn: Kris Gilmour6141 Katella AvenueCypress, CA 9063019.Venue. Any action at law or in equity brought by either of the parties hereto forthe purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court of California, County of Riverside and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 20.Waiver. No action or failure to act by the City shall constitute a waiver of anyright or duty afforded City under this Agreement, nor shall any action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be agreed in writing.
21.Severability. Each provision, term, condition, covenant and/or restriction, inwhole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect.22.Amendments. This Agreement may be modified or amended only by a writtenagreement and/or change order executed by the Contractor and City.23.Authority. The individuals executing this Agreement and the instrumentsreferenced herein on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof and thereof.24.Entire Agreement. This Agreement constitutes the final, complete, and exclusivestatement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of theparties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.25.Digital and Counterpart Signatures. Each party to this Agreement intends andagrees to the use of digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (Civil Code §§ 1633.1, et seq.), California Government Code § 16.5, and California Code of Regulations Title 2 Division 7 Chapter 10, to execute this Agreement. The parties further agree that the digital signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures for purposes of validity, enforceability, and admissibility. For purposes of this Civil Code. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each certified or authenticated electronic copy of an encrypted digital signature shall be deemed a duplicate original, constituting one and the same instrument and shall be binding on the parties hereto.26.Interpretation. City and Contractor acknowledge and agree that this Agreementis the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document,shall have no application to the interpretation and enforcement of this Agreement. 26.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers, are to sections in the Agreement unless expressly stated otherwise.
26.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 26.3 In the event of a conflict between the body of this Agreement and Exhibit -27.Exhibits. The following exhibits attached hereto are incorporated herein to thisAgreement by this reference:- Scope of Services- Compensation- Key Personnel[SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first above written.CITY OF RIVERSIDE,a California charter city and municipalcorporationBy:_________________________________Mike FutrellCity ManagerAttest:_______________________________Donesia GauseCity ClerkCertified as to Availability of Funds:By:_________________________________Chief Financial OfficerApproved as to Form:By:___________________________Ruthann M. SaleraSr. Deputy City Attorney SIEMENS INDUSTRY, INC., a Delawarecorporation, authorized to do business in CaliforniaBy: _______________________________Print Name: ________________________Title: _____________________________andBy: _______________________________Print Name: ________________________Title: _____________________________ CA #25-810 RMS/jv 06/11/25
SCOPE OF SERVICES
COMPENSATION
KEY PERSONNELKris Gilmour