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Contract 55259
City Secretary Contract No. 55259 FORTWORTH. M" ADDENDUM TO SERVICE AGREEMENT THIS ADDENDUM TO SERVICE AGREEMENT("Addendum")is made and entered into by and between the CITY OF FORT WORTH("City"),a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized representative, and THYSSENKRUPP ELEVATOR CORPORATION, a Delaware Corporation ("Contractor"), acting by and through its duly authorized representative. WHEREAS the City has purchased property commonly known as "100 Energy Way Plaza" located at 100 Energy Way, Fort Worth, TX 76102 (the "Property")from Hertz Fort Worth Energy Way, LP(the"Seller"); and WHEREAS Seller (or its affiliate) and Contractor are currently parties to an agreement for the provision of elevator maintenance and service at the Property with a term of five (5) years, from July 1, 2020 through,June 30, 2025 (the "Service Agreement") which is attached hereto as Exhibit A; and WHEREAS Seller has agreed to assign and City has agreed to assume certain contracts, including the Service Agreement,relating to the operation of the Property; and WHEREAS the Service Agreement specifies that,in the event that the Property is sold,the Service Agreement will remain in force on a month-to-month basis; and WHEREAS Contractor consents to the assignment of the Service Agreement to City and Contractor agrees to the terms and conditions of this Addendum. NOW THEREFORE, in consideration of the covenants and agreements contained in this Addendum, City and Contractor hereby agree as follows: The Addendum to Service Agreement documents shall include the following: 1. This Addendum; and 2. Exhibit A—The Service Agreement(collectively,the"Agreement"). Notwithstanding any language to the contrary in the attached Service Agreement, City and Contractor hereby stipulate by evidence of execution of this Addendum by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum shall be applicable to the Service Agreement as follows: 1. Addendum Controlling. If any provisions of the attached Service Agreement conflict with the terms herein, are prohibited by applicable law, or conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. OFFICIAL RECORD Addendum to Service Agreement CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 2. References. City and Contractor agree that any references to the Owner in the Service Agreement shall be construed to mean the City of Fort Worth and that all rights, benefits, duties and obligations of Owner shall inure to the City as if the Service Agreement were originally executed between City and Contractor, except to the extent modified by this Addendum. City and Contractor also agree that all rights,benefits,duties,and obligations of Contractor in the Service Agreement shall inure to Contractor as if the Service Agreement were originally executed between City and Contractor, except to the extent modified by this Addendum. 3. Term. The Agreement shall become effective upon the signing of the Agreement (the "Effective Date") and shall expire one month after the Effective Date (the "Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement. The Agreement shall renew automatically under the same terms and conditions for successive one-month periods, each a "Renewal Term,"unless City or Contractor provides the other party with notice of non-renewal at least 30 days before the expiration of a Renewal Term or unless terminated as provided herein. 4. Compensation. City shall pay Contractor in accordance with the fee schedule or pricing included in the Service Agreement and in accordance with the provisions of this Agreement. In no event shall the total payment made under this Agreement by City to Contractor exceed the amount of Fifty Thousand Dollars ($50,000.00) per year. Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing. 5. Termination. a. Convenience. Either City or Contractor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Contractor shall provide City with copies of all completed or partially completed documents prepared under the Agreement.In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Addendum to Service Agreement Page 2 of 9 City Secretary Contract No. Contractor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 6. Attorneys'Fees,Penalties,and Liquidated Damages. To the extent the attached Service Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 7. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by,and construed in accordance with the laws of the United States and state of Texas,exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Service Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 8. Sovereign Immunity.Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Service Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 9. Liability and Indemnification. To the extent the Service Agreement requires City to indemnify or hold Contractor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Service Agreement and shall have no force or effect. 1. LIABILITY-CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANYAND ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 2. GENERAL INDEMNIFICATION - CONTRACTOR HEREBY CO VENANTS AND A GREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALL LASANC'E OF CONTRACTOR, ITS UPT I CLRS, AGLN I S, SERVANTS; EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 3. INTELLECTUAL PROPERTY INDEMNIFICATION — Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade Addendum to Service Agreement Page 3 of 9 City Secretary Contract No. secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Contractor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Contractor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non- infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement, and refund all amounts paid to Contractor by City, subsequent to which termination City may seek any and all remedies available to City under law. 4. ENVIRONMENTAL INDEMNIFICATION - Contractor does hereby release,indemnify,reimburse,defend and hold harmless the City of Fort Worth from and against any and all environmental damages and the violation of any and all environmental requirements resulting from the cleaning, handling, collection, transportation,storage and disposal of hazardous waste by contractor resulting in an act of omission of environmental violation. Environmental Damages shall mean all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances,liens,costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment,of whatever kind or nature,contingent or otherwise,matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorney's fees and disbursements and consultant's fees, any of which are incurred as a result of handling,collection,transportation,storage,disposal,treatment,recovery, Addendum to Service Agreement Page 4 of 9 + City Secretary Contract No. and/or reuse of waste pursuant to this contract, or the existence of a violation of environmental requirements pertaining to, and including without limitation: Damages for personal injury and death, or injury to property or natural resources; Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs in connection with the investigation or remediation of such wastes or violation of environmental requirements including, but not limited to, the preparation of any feasibility studies or reports of the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or otherwise expended in connection with the existence of such wastes or violations of environmental requirements, and including without limitation any attorney's fees, costs and expenses incurred in enforcing this contract or collecting any sums due hereunder; and liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the services provided under this agreement. 10. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Service Agreement requires that City maintain records in violation of the Texas Public Information Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Contractor. It will be the responsibility of Contractor to submit reasons objecting to disclosure of the information. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 11. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1)does not boycott Israel; and (2)will not boycott Israel during the term of the Agreement. 12. Immieration Nationality Act. Contractor will verify the identity and employment eligibility of its employees who perform work under this Agreement,including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Contractor will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor will adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written notice to Contractor,will have the right to immediately terminate this Agreement for violations of this provision by Contractor. Addendum to Service Agreement Page 5 of 9 City Secretary Contract No. 13. RiQht to Audit. Contractor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Contractor involving transactions relating to the Agreement. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section.City shall give Contractor reasonable advance notice of intended audits. 14. Electronic Shmatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature, or signatures electronically inserted via software such as Adobe Sign. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 16. Force Majeure. City and Contractor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 19 of this Agreement. 17. Non-Discrimination Covenant. Contractor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 18. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution,ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Addendum to Service Agreement Page 6 of 9 City Secretary Contract No. 19. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To CONTRACTOR: City of Fort Worth Attn: Assistant City Manager Thyssenkrupp Elevator 200 Texas Street 7425 Pebble Dr Fort Worth, TX 76102-6314 FT Worth,TX 76118 Facsimile:(817) 392-8654 With copy to Fort Worth City Attorney's Office at same address (signature page follows) Addendum to Service Agreement Page 7 of 9 City Secretary Contract No. Executed this the day of 72020. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration Tesus Ch'�+{nA of this contract, including ensuring all By: Jesus Chapa(Jan 16,202110:43 CST) performance and reporting requirements. Name: Jesus J. Chapa Title: Deputy City Manager Jan 26 2021 I&� 4` ` Date: By: Alan H.Shuror(Jan 20,2021 09:40 CST) Name: Alan Shuror Approval Recommended: Title: Sr. Administrative Services Manager �� cor'& Approved as to Form and Legality: By: Steve Cooke(Jan 20,202109:50 CST) Name: Steve Cooke Title: Property Management Director 'A ✓4"17 �.00�nnn� By: Attest: a�F Fonp yap Name: Matthew A. Murray Fi Q°°00000000� pPA.o 00��� Title: Assistant City Attorney dig aid o*00 Contract Authorization: By: I0000 da °° oo°°°° a`� M&C: Not required Name: Mary Kayser ��nEXpSoa Ordinance No. 24161-04-2020 Title: City Secretary CONTRACTOR: ThyssenKrupp Elevator Corporation By. Name: Mark Hintz Title: VP Contracts Date: 1117121 OFFICIAL RECORD Addendum to Service Agreement CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A-SERVICE AGREEMENT Addendum to Service Agreement Page 9 of 9 322 Spring Hill Drive i Suite A500 The Woodlands,TX 77386 BC' T 281.466.8020 F 281.466.8081 Barbre Consulting,Inc. h11u:11UarUre.net Hertz Investment Group Vertical Transportation Maintenance Agreement Prepared for: 11 Pier 1 Imports Building 100 Energy Way I Suite 100 Fort Worth, TX 76102 June 16, 2020 Barbre Consulting,Inc,1322 Spring Hill Drive,Suite A500 i The Woodlands,TX 77386 1 T 281.466.8020 1 hur0lbarbre.net BARBRE CONSULTING,INC. JUNE 16,2020 CONTENTS VERTICAL TRANSPORTATION SERVICE AGREEMENT.......................................................................2 PART 1 - ELEVATOR CONTRACTOR SERVICE AGREEMENT........................................................2 1.1 RECITALS........................................................................................................................................................3 1.2 AGREEMENT...................................................................................................................................................3 1.3 TERM................................................................................................................................................................3 1.4 SERVICES........................................................................................................................................................4 1.5 CHANGES IN THE SERVICES........................................................................................................................4 1.6 COMPENSATION.............................................................................................................................................4 1.7 AGENT..............................................................................................................................................................4 1.8 DEFINITIONS...................................................................................................................................................4 1.9 PERFORMANCE OF SERVICES.....................................................................................................................5 1.10 INDEPENDENT CONTRACTOR......................................................................................................................5 1.11 UNIFORMS AND EQUIPMENT........................................................................................................................6 1.12 WARRANTY.....................................................................................................................................................6 1.13 COMPLIANCE WITH LAWS AND REGULATIONS.........................................................................................6 1.14 ROYALTIES, PATENTS AND COPYRIGHTS..................................................................................................6 1.15 CONDUCT AT JOB SITE.................................................................................................................................6 1.16 CODES AND REGULATIONS..........................................................................................................................8 1.17 SAFETY TRAINING..........................................................................................................................................8 1.18 HAZARDOUS MATERIAL................................................................................................................................8 1.19 SURVIVAL OF SERVICE AGREEMENT PROVISIONS..................................................................................8 1.1 INSURANCE REQUIREMENTS.......................................................................................................................9 1.2 INDEMNIFICATION........................................................................................................................................10 1.3 INSURANCE CARRIER..................................................................................................................................11 1.4 TITLE..............................................................................................................................................................11 1.5 TAXES............................................................................................................................................................11 1.6 ELEVATOR CONTRACTOR RECORDS.......................................................................................................11 1.7 CONFIDENTIALITY........................................................................................................................................11 1.8 NOTICES........................................................................................................................................................12 1.9 TERMINATION...............................................................................................................................................12 1.10 DEFAULT........................................................................................................................................................12 1.11 ATTORNEY FEES..........................................................................................................................................12 1.12 ASSIGNMENT................................................................................................................................................13 1.13 FORCE MAJEURE.........................................................................................................................................13 1.14 TIME...............................................................................................................................................................13 1.15 LEGAL............................................................................................................................................................13 1.16 PRIOR AGREEMENTS..................................................................................................................................13 1.17 OWNER'S RIGHTS........................................................................................................................................13 1.18 EXTENT OF COVERAGE..............................................................................................................................14 1.19 PREVENTATIVE MAINTENANCE.................................................................................................................15 1.20 HOURS AND MANNER OF WORK................................................................................................................19 1.21 MAINTENANCE FREQUENCY AND TASKS.................................................................................................20 1.22 BILLING RATES.............................................................................................................................................31 1.23 SERVICE AGREEMENT PRICE....................................................................................................................31 1.24 OCCUPANCY DISCOUNT.............................................................................................................................32 1.25 PERFORMANCE REQUIREMENTS..............................................................................................................32 1.26 SUPPLEMENTAL CONDITIONS....................................................................................................................36 Barbre Consulting,Inc.1 322 Spring Hill Drive,Suite A500 I The Woodlands,TX 77386 1 T 281.466.8020 1hm IR;:3rluc•.net BARBRE CONSULTING,INC. JUNE 16,2020 VERTICAL TRANSPORTATION SERVICE AGREEMENT PART 1 - ELEVATOR CONTRACTOR SERVICE AGREEMENT Pier 1 Imports Building BARBRE CONSULTING,INC. 322 SPRING HII I DRIVF,SI IITF A500 THE WOODLANDS,TEXAS 77386 PHONE 281.466.6020•FAX 281.466.8021 hllo:/Ibarbre.rNt SERVICE AGREEMENT 2 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 1.1 RECITALS A. This Service Contract("Service Agreement") is made and entered into effective the 1st day of July, 2020, (the"Effective Date")by and between Hertz Fort Worth Energy Way, LLC (Owner) and Th ssenKru Elevator Corporation (hereinafter called ("Contractor") upon the terms and conditions herein stated. B. Owner is authorized to act on its behalf in matters related to the administration of elevator maintenance/service at the property known as Pier 1 Imports Building and located at 100 Energy Way I Suite 100 Fort Worth,TX 76102 (the"Property"). C. The Owner desires to hire the Contractor to perform certain services in connection with the Property and the Contractor desires to perform the work and/or supply the services specified in this agreement. 1.2 AGREEMENT A. For and in consideration of the mutual promises contained in this Agreement, the receipt and adequacy of which are hereby acknowledged,the parties agree as follows: 1.3 TERM A. The term of this Service Agreement shall be for five (5)years,from July 1, 2020 through, June 30, 2025, hereinafter called "Term"subject to the following: 1. If, during the effective period of this agreement, the Owner fails to pay current monthly invoices within sixty(60)days of receipt of said invoices,the Contractor may, upon thirty (30)days written notice to the Owner, terminate this Agreement. 2. In the event of the building's sale, change of ownership or change in the property management service provider,this Agreement will remain in force on a month-to-month basis unless canceled by the Owner giving the Contractor thirty(30)days written notice of termination. 3. The Owner reserves the right to modernize the vertical transportation equipment covered by this Service Agreement during the term of the Service Agreement. a. The Owner acknowledges that if the Contractor is considered in compliance with terms of this Service Agreement, the Contractor will be one of a group of select Contractors requested to submit a modernization quotation. b. The Contractor agrees that if the Contractor is not the Contractor selected as the successful Contractor for the modernization of any equipment covered by this Service Agreement, this Service Agreement will, upon written notice by the Owner, be immediately cancelled. 4. If the Service Agreement is canceled, the Contractor will immediately remove its property from the premises. 5. The Contractor will deliver to the Owner(or Owner's Representative)any/all complete sets of as-built/as-modified electrical control wiring diagrams required for proper preventive maintenance of all vertical transportation equipment covered by this Service Agreement. 6. The Owner may elect to extend this Service Agreement at the end of the initial five(5)- year term on a month-to-month basis (at the same monthly rate then in effect)for a period not to exceed ninety(90)days, by notifying the Contractor, in writing, no later than thirty(30)days prior to the end of this Service Agreement. SERVICE AGREEMENT 3 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 1.4 SERVICES A. The Contractor will render all work and supply all materials (hereafter called "Services")as described and identified herein. B. The Contractor will inspect the areas of the Property affected by the specified Services to become familiar with any existing and anticipated conditions, which might affect the execution and provision of the Services and coordinate accordingly with the Owner and Owner's representatives and/or other contractors. C. The Services will be completed or commenced, as the case may be, in a timely manner as described herein, on or before the expiration of the Term. 1.5 CHANGES IN THE SERVICES A. Periodically, the Owner may authorize changes in the Services, order additional Services or direct the omission of Services previously ordered ("Changes"). 1. The Contractor will not proceed with any Change without written authorization from Manager. 2. The Manager will initiate Changes by a written request to the Contractor. a. Promptly after receipt of the request, the Contractor will deliver to the Manager a statement setting forth, in detail, the estimated cost of the requested Change. 3. If the Owner approves (in writing)the Contractor's estimate, the approval will be in writing. The Manager's request, Contractor's estimate and Owner's written approval will together constitute written authorization for the Change, and the Contractor's Compensation will be appropriately adjusted. 1.6 COMPENSATION A. For Services agreed to be performed by the Contractor under this Service Agreement,within thirty(30)days after receipt by the Owner's designated representative of the Contractor's invoice for completed Services, and after final approval of the Services by the Manager,the Owner will pay the Contractor the amount identified on said invoice in accordance with the Service Agreement Documents, or as otherwise provided herein. 1.7 AGENT A. The Contractor acknowledges that this Service Agreement is not an obligation or Service Agreement by or with the Manager and acknowledges that the liabilities and obligations created hereunder are the liabilities and obligations of the Owner. 1.8 DEFINITIONS A. Approved: As approved and accepted by the Owner and Barbre Consulting, Inc. B. Callback: Any vertical transportation equipment failure that results in either a passenger entrapment or loss of property use due to component failure or temporary malfunction. C. Contractor: The person or company submitting a bid proposal to perform the specified work contained herein. D. "Contract" or"Contract Documents": Consists of the Agreement, Conditions of Contract, Specifications, Addenda, Drawings if included, and Alternates if accepted. E. Contract Award: Refers to Owner's verbal or written award for the specified work. F. Elevator Consultant: The person, company or appointed representative(s)contracted to represent the Owner in all matters pertaining to the project. Referenced as Barbre Consulting, Inc. G. Manager: The person, company or appointed representative(s) representing Ownership to the property in which the specified work is to be performed. SERVICE AGREEMENT 4 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 H. Maintenance: The process of routine examination, lubrication, cleaning and adjustment of parts, components, and/or subsystems to ensure performance in accordance with the latest adopted edition of ASME A17.1 Code requirements, at a minimum. I. Mean Time Between Callbacks (MTBC): Is defined as the average amount of time that a vertical transportation unit functions before failing and/or Property no longer has use of said unit. This unit of measurement includes only operational time between failures and does not include repair(scheduled or unscheduled)times, assuming the item is repaired, and property regains complete use of said unit. J. Normal Building Hours: The hours between 7:00 a.m. and 6:00 p.m. Monday through Friday and Saturdays 8:00 a.m. and 4:00 p.m. K. Owner: The person, company or appointed representative(s)holding title to the property in which the specified work is to be performed. L. Property: The physical building where the vertical transportation equipment resides. M. Vertical Transportation Availability: Any loss of equipment uses by Property due to callback, component failure and/or repairs (scheduled or unscheduled). 1.9 PERFORMANCE OF SERVICES A. All Services will be strictly performed in a first-class manner to satisfy Owner and Manager, in accordance with this Service Agreement and the Contract Documents. B. The Services will include all labor, materials and equipment, and all other items necessary for and incidental to the proper execution and completion of said Services. C. Any replacement parts and materials installed by the Contractor on the Property will consist of "state-of-the-art"equipment, all replacement parts and materials, devices, and all ancillary mechanical and/or electrical equipment necessary for the completion/installation of any services specified herein are to be completed, installed or provided because of the Services. D. The Services, including all labor, supervision, tools, materials and equipment necessary to perform the Services, will be performed in a first-class,workmanlike and safe manner, and completed to the satisfaction of the Owner and Manager. The Services provided will be free from all liens and claims of either any Contractor or any Subcontractors or others used by the Contractor to perform the Services. E. When material manufacturers, brand names and/or model numbers are identified in the Contract Documents, the Contractor will use only such manufacturers, brand names and/or model numbers in connection with the performance of the Services, provided such material manufacturers, brand names and/or model numbers are available. F. All manufacturers'articles, materials and equipment will be applied, installed, connected, erected, used, cleaned, etc., in accordance with the manufacturer's published instructions or as directed by the manufacturer's representatives. 1. If the Contractor determines that any instructions from a manufacturer are not appropriate, the Contractor will immediately notify the Owner prior to following inappropriate instructions or deviating from such instructions. 1.10 INDEPENDENT CONTRACTOR A. The parties hereto acknowledge that the Contractor is an independent contractor, and neither the Contractor nor any of its employees, agents or Subcontractors are employees of either the Owner or Manager. B. Except as specifically limited herein, the Contractor will have control over the manner and method of performing the Services contracted for and by this Service Agreement. SERVICE AGREEMENT 5 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting, Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 C. All persons used by the Contractor to perform the Services will be employees, agents or Subcontractors of the Contractor, and are subject to the direct supervision and control of the Contractor. D. The Contractor acknowledges, understands and agrees that neither it nor any of its employees, agents or Subcontractors are or will be covered by any such workers' compensation insurance of or by the Owner or Manager, and that any such workers' compensation insurance shall be the sole responsibility of the Contractor. 1.11 UNIFORMS AND EQUIPMENT A. While performing the Services at the property, each employee, agent or Subcontractor of the Contractor will be outfitted with a uniform or badge, approved in writing by the Owner or Manager, which clearly identifies the employee, agent or Subcontractor with the Contractor. B. Each such person will be equipped with whatever equipment that such person is legally authorized to carry, and which may be necessary for such person to perform the Services at the Property. 1.12 WARRANTY A. The Contractor warrants that all Services performed, and all materials and equipment used and provided, will be as specified in the Service Agreement Documents and that all Services will be of the highest quality and free from defects or faults. B. The Contractor recognizes that such warranty will not only cover all Services performed by the Contractor, but any portions of the Services performed by employees, agents and Subcontractors employed or retained by the Contractor. C. If the Contractor fails to perform any warranty work in accordance with and as required by this Service Agreement, the Owner reserves the right to have any such warranty work performed by others. The Contractor will then reimburse the Owner for the cost of the work performed by others. D. To the extent permitted by applicable law,the Contractor will indemnify, hold harmless and defend Owner and its directors, officers, partners, employees, agents, successors and assigns against all claims arising, or alleged to arise, from defective Services, materials, repair work or software during the Warranty Period. 1.13 COMPLIANCE WITH LAWS AND REGULATIONS A. Contractor agrees to comply, and cause its subcontractors to comply, with all federal, state, municipal, and other local laws, rules and regulations that are now or may in the future during the term of this Service Agreement become applicable to Contractor or Contractor's business, equipment, personnel and operations contemplated or covered by this Service Agreement or accruing from the performance of such operation. 1.14 ROYALTIES, PATENTS AND COPYRIGHTS A. The Contractor will pay all royalties and license fees. B. The Contractor will defend suits or claims for infringement of copyrights and patent rights, and will indemnify, defend and hold harmless the Owner and its designated agent(s)from loss on account thereof. 1.15 CONDUCT AT JOB SITE A. The following rules and regulations apply to all Service Agreement personnel performing work at the facility on behalf of the Owner or its tenants: 1. These rules are intended to facilitate contractor activities while maintaining a safe and comfortable working environment. 2. We respect the needs of our Contractors and ask that they respect our needs, as well. Please contact the Management Office with any questions. SERVICE AGREEMENT 6 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 3. The Contractor and Elevator Subcontractor employees and/or agents will be instructed to refrain from unprofessional conduct while at the Property. 4. This project is a smoke-free facility. No smoking is permitted in any location of the facility. 5. Any unprofessional conduct and/or smoking on the premises will be grounds for permanent removal from the job site. 6. Carefully follow the check-in procedures for the facility. Proper identification badges must be worn always while in the building. Keys must be signed out and returned daily. 7. Chewing tobacco is strictly prohibited. 8. Loud noise is a major concern. Our tenants must not be disturbed by unnecessary or excessive loud noise. The following are guidelines for keeping noise to a minimum during normal building hours (7:00 a.m. to 6:00 p.m., Monday through Friday). a. No hammer or core drilling allowed. b. No throwing or dropping materials or tools on the floor. c. Radios playing music or other programming are strictly prohibited. 9. Please be courteous to tenants and visitors. 10. The Contractor personnel will use the service elevator for transporting all materials,tools and equipment. 11. The Contractor Supervisory personnel may use the passenger elevators with prior approval from Building Management. 12. No activities are permitted during normal business hours which result in noxious fumes or vapors. 13. The use of oil-based paints, solvents, sealants, etc., must be scheduled with Building Management on an after-hours basis. 14. Any requirements to shut off any building water or electrical services must first be approved by the Building Manager or Engineering Department. 15. Engineering and/or Security will coordinate work required in existing offices to facilitate any Contractor work. 16. Access to building mechanical and electrical rooms is granted only upon approval from the Building Manager or Engineering Department. 17. Contact the Building Manager or Engineering Department during normal business hours for access authorization. 18. Access to roof areas is restricted. 19. Contact the Building Manager for policies involving access authorization. 20. Any Contractor personnel caught using tools to open a locked building door will be permanently dismissed from the building and may be fined or prosecuted. 21. Any Contractor personnel found roaming building areas, which are not construction areas, will be dismissed from the building. 22. No parking is allowed on the loading dock unless approved by the Building Manager or Engineering Department. 23. Construction materials are not to be stored in corridors. 24. Never store flammable materials in the building (i.e., gas cans,flammable paints and cleaners, etc.). 25. Do not prop open stairwell doors. 26. Defacing or destruction of Owner's facility may result in permanent dismissal from the building. 27. Causing a fire alarm without proper notification will result in permanent dismissal from the building.A willful false alarm is a criminal offense and will result in prosecution. 28. All sprinkler or fire alarm work must be pre-approved by Security. 29. Remove dehris/trash daily. 30. Keep construction areas clean, especially mechanical rooms and stairwells. 31. No materials will be removed from the building, except construction trash and debris. 32. Any contractor found removing unauthorized building materials may be subject to prosecution. 33. After-hours or weekend building access must be previously approved by the Building Management. SERVICE AGREEMENT 7 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 34. All construction work will comply with local and state building and fire safety Codes. 35. The Contractor will always post the proper permit sign in construction areas. Violations will be reported to the appropriate authorities. 36. Proper dress is required, preferably company uniforms. No sleeveless shirts, tank tops, shorts or torn jeans allowed. 37. The use of profanity is strictly prohibited. 1.16 CODES AND REGULATIONS A. The Contractor hereby represents and warrants that it and its employees, agents and Subcontractors have been issued the appropriate licenses and permits required to perform the Services, and that such licenses are current, have not been terminated, and that all fees applicable to the issuance of said licenses or prerequisite to the maintenance of said licenses have been paid. 1. The Contractor further represents and warrants that it, its employees, agents and Subcontractors are and will remain in compliance with all applicable local, state and federal statutes, Codes, ordinances or regulations to which it or the Services are subject. 1.17 SAFETY TRAINING A. The Contractor is responsible for ensuring that its employees, agents and Subcontractors are familiar with OSHA or any other governmental safety regulations, as well as the Property's safety procedures. B. The Contractor hereby represents and warrants to the Manager that it is an expert in performing the Services, and the Contractor acknowledges that the Manager is relying on the Contractor's representations and warranties herein made as an inducement for Manager's entering into this Service Agreement and but for the Contractor's representations and warranties, the Manager would not have entered into this Service Agreement. C. The Manager to the best its ability and within its immediate control will provide the Contractor with a safe workplace. 1.18 HAZARDOUS MATERIAL A. The Contractor agrees to provide Material Safety Data Sheets(MSDS)for all materials/products used on the Property. B. All rubbish and waste materials generated by or from the Services are the Contractor's property and are to be removed from the Property for proper disposal by the Contractor. 1. Under no circumstances are the Property waste removal systems to be used by the Contractor for the disposal of rubbish or waste materials generated by or from the Services, which are the subject of this Agreement. 2. Under no circumstances are any hazardous substances or toxic materials as regulated by federal, state, local or other environmental laws, rules or regulations, to be brought onto the Property, used on the Property or stored on the Property without the Manager's prior written consent. It is understood by all parties that the execution of this Agreement will not constitute such consent. 1.19 SURVIVAL OF SERVICE AGREEMENT PROVISIONS A. Termination of this Service Agreement for any reason will not affect any right or obligation of any party which accrued or vested prior to such termination, or any continuing obligation, liability or responsibility of Contractor which would otherwise survive termination of this Service Agreement, including, without limitation Contractor's indemnity, and warranty obligation(s)under this Service Agreement. SERVICE AGREEMENT 8 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 1.1 INSURANCE REQUIREMENTS A. During the term of this Agreement, the Contractor will maintain, or cause to be maintained, at the Contractor's sole cost and expense, the following types of insurance: 1. Commercial general liability insurance, with minimum limits of five million dollars ($5,000,000.00)coverage for each occurrence and ten million dollars ($10,000,000.00) for aggregate coverage.The form of Contractor's commercial general liability policy will be ISO form CG 00 01 12 04 or CG 00 01 12 07 or approved equivalent. The Contractor's policy will include a"primary and non-contributory"endorsement. The Owner will be named as additional insured for the duration of the project and the completed operations on ISO Form CG 20 10&CG 20 37, Sompo America Insurance Company Additional Insured Endorsement or approved equivalent; and the Contractor's commercial general liability insurance will be primary with respect to any liability insurance maintained by the Owner. The Contractor will cause any Subcontractors to add Owner as an additional insured on such Subcontractors' commercial general liability policy. a. An Owner's Protective Liability Insurance Policy with minimum limits of five million dollars ($5,000,000.00)coverage for each occurrence and five million dollars ($5,000,000.00)aggregate coverage may be provided in lieu of the Commercial General Liability Insurance identified above. 2. Workers' compensation insurance covering the Contractor's subcontractors, employees, agents and representatives, and anyone else hired or retained by the Contractor to perform any of the Services covered by this Agreement, in the amount necessary to comply with all workers' compensation laws and regulations now or hereafter in effect; 3. Employer's liability insurance with a minimum limit of one million dollars ($1,000,000.00) coverage; 4. Automobile liability insurance covering each vehicle used by the Contractor on the premises, with minimum limits of one million dollars ($1,000,000.00)coverage per accident, including but not limited to: a. Coverage will be provided on a Symbol 1 "any auto"basis. b. Coverage will be included for hired & non-owned auto liability. 5. Excess liability insurance with minimum limits of twenty million dollars ($20,000,000.00) coverage for each occurrence and twenty-five million dollars($25,000,000.00)aggregate coverage. B. All policies of insurance will be issued by companies licensed to do business in the State of which the Property exist in and having a rating of A-XV or better, as established by AM Best's Rating Guide,the amounts and issuers of which policies must be satisfactory to the Owner. C. All policies of insurance will cover consecutive twelve (12)-month periods, will include a waiver of subrogation clause satisfactory to the Owner and will name as additional insured's the Owner, and each person or entity named as a third-party beneficiary of the indemnifications set forth in the section entitled "Indemnification"contained herein. D. Additional insured are defended and indemnified for actions arising from the Contractor's acts, actions, omissions or neglects; but are not defended or indemnified for their own acts, actions, omissions or neglects and insurance coverage is consistent with this principle. The Contractor will furnish the Owner with original Certificates of Insurance of all policies of required insurance. E. At least thirty(30)days prior to the expiration of each such policy, the Contractor will furnish the Owner with evidence satisfactory to the Owner of the payment in advance of premiums for the following one (1)-year period and the re-issuance of a policy continuing insurance in force as required by this Agreement. SERVICE AGREEMENT 9 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 F. All policies will contain a provision that the policy will not be canceled or materially amended (which term will include any reduction in the scope or limits of coverage), and that the insurers will not fail to renew such policies, unless in each instance, at least thirty(30)days' prior written notice is given to the Owner(10-days for non-payment of premium). G. If the Contractor fails or neglects to provide any of the insurance coverages required herein, the Owner will have the right, but not the duty to provide said insurance and deduct from any money that may be due or become due to the Contractor all premiums paid by the Owner for and because of said insurance. H. The Contractor will be liable for the payment of any claims arising out of, or in any way related to, the actions of its employees on the premises or in any vehicles used by its employees to the extent not fully covered by insurance proceeds. I. The Contractor will furnish the Owner, within five(5)days of any accident(s)occurring on the job to the Contractor's employees or in connection with the Contractor's performance of work under this Agreement, two(2)copies of a completed accident report in the form usually required by workers' compensation and commercial general liability insurance policies. J. All insurance limits maybe met by any combination of primary and excess layer insurance. 1.2 INDEMNIFICATION A. The Contractor will indemnify, defend and hold harmless the Owner and Manager and their respective directors, officers, partners, employees, agents, successors and assigns, from all obligations, liabilities, claims, fines, levies, losses or actions of any nature whatsoever,whether in contract, in tort or otherwise, including, but not limited to, court costs, litigation expenses and attorney's fees (including attorney's fees upon appeal) relating to, arising out of or in any way connected with any negligent acts of the Contractor or Contractor's directors, officers, employees, agents, Subcontractors, successors or assigns in performing any Services on the Property or under this Agreement. B. The Owner and Manager and their respective directors, officers, partners, employees, agents, successors and assigns will not be liable or responsible for, and will be saved and held harmless by the Contractor from and against, all fines, penalties, claims and damages of every kind, for injury to or death of any person or persons and for damage to or loss of property, arising out of or attributed, directly or indirectly, to the operations of or the performance of the Contractor, its employees, agents or any Subcontractor on the Property or under this Agreement. C. In case any action or claim in which the Owner, Manager or their respective directors, officers, partners, employees, agents, successors or assigns are entitled to indemnification because of actions or allegations brought(or asserted in any way)against the Contractor, the Contractor will immediately notify the Owner and Manager and will furnish the Owner and Manager with all relative information. D. The Owner and Manager will be entitled to approve defense counsel and to the extent that either wishes in its sole discretion, to participate in or assume the defense thereof. E. The provisions of this(Indemnification section)will survive the expiration or termination of this Agreement. F. No party shall be liable for consequential damages. SERVICE AGREEMENT 10 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 1.3 INSURANCE CARRIER A. The Owner and/or Manager reserve the right always during the Term of this Agreement to review the Contractor's insurance for compliance of the above coverage. B. If the Contractor's Insurance Carrier or Insurance Coverages change during the Term of this Agreement, and the coverage and/or language changes in such a manner that the new Insurance Carrier or Insurance Coverages do not meet the requirements set forth in SECTION 1.20 and/or SECTION 1.21 of this Service Agreement, the Owner, at its sole discretion, will have the right to immediately terminate this Agreement with written notice to the Contractor. C. Before commencing work, the Contractor will furnish the Owner and/or Manager with one copy of certificate of all said policies, including an endorsement which states that such insurance will not be canceled or materially changed until Owner and/or Manager will have been given ten (10)days' notice, in writing, of the intention of said insurer to so cancel or change any such policy. 1.4 TITLE A. Payment for materials and equipment stored on or off the Property will be conditioned upon compliance by the Contractor with procedures satisfactory to the Manager to establish the Owner's title to such materials and equipment or otherwise protect the Manager's interest, and will include the costs of applicable interest, storage and transportation to the site for such materials and equipment stored off the site. B. Title to all completed or partially completed work at the Property and to all materials delivered to and stored at the Property which are intended to become part of the completed Services will pass to the Manager upon the earlier to occur of: (a)the installation of the materials or(b)the payment by the Owner for the materials. The Contractor warrants that title to all Service will pass to the Manager no later than the time of payment. C. The Contractor warrants that all Services for which the Owner has paid will be free and clear of all liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers or other persons or entities making a claim by reason of having provided labor, materials or equipment related to the Service. 1.5 TAXES A. The Contractor is responsible for, and will pay, any sales, consumer, use and similar taxes attributable to or assessed on any portion of the Services or the Equipment and Materials used or provided by the Contractor in connection with rendering the Services, and any taxes,fees, rates duties and assessments imposed on the Contractor, Contractor's operations, or the Compensation for Services performed under this Contract. 1.6 ELEVATOR CONTRACTOR RECORDS A. The Contractor will maintain comprehensive and legible records of all actions performed by any person furnishing Services under this Service Agreement. B. The Contractor will maintain all records for a period of at least five (5)years or as required by the Authority Having Jurisdiction,whichever is longer, and make available for inspection and duplication all records involving the Property to the Manager upon request. 1.7 CONFIDENTIALITY A. In performing the Services, the Contractor may receive or have access to the Owner's or Manager's records and information which the Owner or Manager may consider confidential and/or proprietary. 1. The Contractor will hold such confidential and/or proprietary information including, but not limited to, any commission arrangements, rent rolls, tenant information and business records, in trust and confidence and will use it, if applicable, only for the purposes permitted under this Agreement. SERVICE AGREEMENT 11 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 1.8 NOTICES A. All notices, demands, consents and reports provided for in this Agreement will be in writing and will be given to the General Manager at the address set forth below or at such other address as it may specify thereafter in writing as follows: B. Attention: Property Manager Pier 1 Imports Building 100 Energy Way I Suite 100 Fort Worth, TX 76102 1.9 TERMINATION A. Notwithstanding anything to the contrary contained herein,the Owner and/or Manager will have the right to terminate this Service Agreement due to transfer of Ownership of the Property or replacement of or upgrading of any of the equipment by giving the Contractor thirty(30)days' notice prior to such termination, at which time all rights of the Contractor hereunder will terminate. 1. If the Service Agreement is terminated pursuant to this provision,the Owner and/or Manager will compensate the Contractor for the Services properly performed prior to the termination date. B. If the Contractor has failed to perform any obligations pursuant to this Service Agreement, the Owner and/or Manager will have the right, at its sole and absolute discretion, to terminate this Agreement by giving the Contractor thirty(30)days' notice stating the cause of nonperformance and, if the Contractor has not cured such nonperformance issues within thirty(30)days of the date of the notice of nonperformance, all rights of the Contractor hereunder will automatically terminate. 1. If this Agreement is terminated pursuant to this provision, Owner and/or Manager will compensate the Contractor for the Services properly performed prior to the date of notice hereof subject to offset in an amount equal to Owner's actual damages and actual costs resulting from the Contractor's failure to perform. C. If during the Term of this Service Agreement, the Owner fails to pay current monthly invoices within sixty(60)days of receipt of said invoices, the Contractor may, after thirty(30)days written notice to the Owner and opportunity to cure, terminate this Service Agreement. 1.10 DEFAULT A. If the Contractor fails to perform the Services in accordance with the terms and spirit of this Service Agreement or if an interpretation of the performance of the Services for any reason occurs, in addition to any other remedies identified under this Agreement or by law or in equity, the Owner and/or Manager will be entitled to immediately terminate this Agreement, take over the Services and recover all damages from the Contractor. 1.11 ATTORNEY FEES A. If either party to this Service Agreement is a prevailing party in any legal proceeding brought under or with relation to this Agreement, such party will be entitled to recover from the non- prevailing party all costs of such proceeding and reasonable attorney fees. SERVICE AGREEMENT 12 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.9 2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 1.12 ASSIGNMENT A. This Service Agreement, whether in whole or in part, is not assignable by the Contractor without the prior written consent of the Owner and/or Manager. The Owner and/or Manager will not unreasonably withhold any attempt by the Contractor to assign this Agreement but will allow the Manager to elect to continue or to terminate this Agreement. Notwithstanding the Owner and/or Manager's consent of any such assignment, the Contractor will remain liable for the performance of any assignee of this Agreement. The Manager may assign this Service Agreement at its sole and absolute discretion. 1.13 FORCE MAJEURE A. If the performance by an Owner or the Contractor hereunder(other than the payment of any sum of money) is prevented or delayed by strikes, lockouts, non-availability of labor or materials timely ordered by the party charged with the performance,war, or national defense, governmental preemptions, governmental restrictions, acts of God, or other such events or circumstances beyond the control of such party, and provided that such party will, to the extent reasonably practical, contest and make reasonable efforts to resolve the matter causing such delay, such party will not be deemed in default hereunder with regard to the performance so prevented or delayed. 1.14 TIME A. Time is of the essence in the performance of the Terms of this Service Agreement. 1.15 LEGAL A. This Service Agreement will be construed under and in accordance with the laws of the State of Mississippi. This Service Agreement is performable in and the venue for any action under this Agreement shall be proper in the State of Mississippi. B. In case any one or more of the provisions contained in this Service Agreement will for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision thereof and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. C. In the event of a conflict between the terms of this Service Agreement and any Exhibit or attachment hereto, this Agreement will control for all purposes. 1.16 PRIOR AGREEMENTS A. This Service Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties with respect to the Services provided by the Contractor. B. Any additions, modifications or amendments made to this Service Agreement will be in writing and executed by both parties to this Agreement. 1.17 OWNER'S RIGHTS A. The Owner reserves the right to make or cause to be made such inspections, audits and tests whenever necessary to ascertain that the requirements of this Service Agreement are being fulfilled. Deficiencies noted during any such inspections, audits and tests will be submitted, in writing, to the Contractor. B. The Contractor will promptly and, in no situation, take more than forty-five (45)days to correct said deficiencies covered under the terms of this Service Agreement at the Contractor's sole expense. C. If the Contractor, after forty-five (45)days,fails to perform the work required by the terms of this Service Agreement in a diligent and satisfactory manner,the Owner, after ten (10)days'written notice to the Contractor, may perform or cause to be performed any part of the work required herein. SERVICE AGREEMENT 13 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 1. The Contractor agrees that it will reimburse the Owner for any expenses incurred, therefore. 2. The Owner at its sole discretion may elect to deduct the amount owed from the Contractor from any sum owed by the owner to the Contractor. D. Any waiver by the Owner of a breach of any provision of this Service Agreement by the Contractor will not operate or be construed as a waiver of any subsequent breach by the Contractor. E. A qualified Elevator Consultant will be retained by the Owner to settle any disputes. 1.18 EXTENT OF COVERAGE A. The following defines the individual project specifications and performance guidelines specific to the individual requirements of Pier 1 Imports Building, 100 Energy Way Suite 100, Fort Worth, TX 76102. ImportsPier 1 • • Unit Date of Control System Controller Duty Capacity Speed Nos. Installation/ Manufacturer Model (lb.) (f.p.m.) Modernization T e PE1- ThyssenKrupp PE8 2004 Elevator TAC50-03 Gearless 3500 700 Corporation SE1- ThyssenKrupp SE2 2004 Elevator TAC50-03 Geared 5000 350 Corporation GE1- ThyssenKrupp GE2 2004 Elevator TAC20 Hydraulic 3500 150 Corporation ThyssenKrupp Esc 1-2 2004 Elevator Velino Escalator N/A 120 Corporation B. The Contractor will maintain the vertical transportation equipment and all associated components (collectively, the"Equipment') in accordance with the following: 1. The Contractor will agree that all Services will be performed by and under the supervision of skilled, experienced, elevator service and repair personnel directly employed, trained and supervised by the Contractor. 2. Such employees will be qualified to keep the equipment properly adjusted and use the utmost care to maintain the elevator equipment and machinery spaces in a professional manner. 3. All employees performing work under this Service Agreement will be satisfactory to the Owner. 4. The Contractor agrees that the cost of any alternate source, modification or addition of parts or equipment purchased by the Contractor pursuant to this Service Agreement will be included in the monthly Service Agreement price paid by the Owner to the Contractor and will not be an additional charge to the Owner. 5. The Contractor will make no alterations and/or deletions to the equipment without prior written approval from the Owner. 6. A request to make alterations and/or additions or deletions will state the reason why the Contractor wishes to change a component, complete information on the proposed new component and a guarantee of the responsibility by the Contractor for said component change. SERVICE AGREEMENT 14 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting, Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 7. The Contractor will provide and perform all maintenance and testing of all equipment, including but not limited to Periodic Test Requirements—Category 1, Periodic Test Requirements—Category 3 and Periodic Test Requirements—Category 5, all as required by the latest adopted edition of ASME A17.1 Safety Code for Elevators and Escalators. 8. The Contractor will perform all monthly and annual firefighter service operational tests and after-hours standby emergency generator power tests, all as required by the latest adopted edition of ASME A17.1 Safety Code for Elevators and Escalators at no additional cost to the Owner. 9. The Contractor agrees that if any of the Category 1, Category 3 and/or Category 5 tests result in a need for re-calibration, re-adjustment and/or repair of the vertical transportation equipment(and/or any peripheral devices such as the governors, safeties, load-weighing devices, etc.)to maintain its OEM's design criteria, the Contractor will perform the re- calibration, re-adjustment and/or repairs at no additional cost to the Owner. 10. Written reports of all tests described above will be submitted concurrently to the Owner and the Authority Having Jurisdiction (AHJ) upon completion. 11. The Contractor will schedule all tests with the Owner or Owners Representative (Elevator Consultant)so that a Representative of the Owner may witness said test, if desired. 12. The Contractor will not be required to install new attachments or perform tests as may be recommended or directed by inspecting entities, insurance companies, and federal, state or municipal governmental authorities after the date of this Service Agreement, unless compensated for such tests, installation or services. 1.19 PREVENTATIVE MAINTENANCE A. The Contractor agrees to provide the necessary labor and supervision to regularly and systematically examine, clean, lubricate and adjust the vertical transportation equipment, and as the project conditions warrant, repair or replace all portions of the vertical transportation equipment included under this Service Agreement. B. The Contractor will use trained personnel directly employed and supervised by the Contractor. These employees will be qualified to keep the equipment properly adjusted and will use all reasonable care to maintain the vertical transportation equipment or its equivalent in proper operating condition to comply with all requirements of ASME A17.1-2016"Safety Code for Elevators and Escalators"with Supplements,ASME A17.2, "Inspector's Manual with Supplements, and ASME 17.3, "Existing Elevators and Escalators, Safety Code"with supplements. C. All materials to be used will be genuine replacement parts and/or materials as manufactured and supplied by the OEM of the escalators or an approved equivalent. The Owner will be notified when other than genuine OEM replacement parts are to be used. D. The Contractor will maintain the elevator machine rooms, hoist-ways, pits, car tops and the equipment in or on them in a clean and professional manner. E. All preventative maintenance and adjusting will meet the highest degree of standards established by the OEM for the Equipment. F. The Contractor will not limit its other maintenance services necessary to maintain the Equipment in a professional, clean, safe and good operating condition. SERVICE AGREEMENT 15 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 G. Elevators: 1. The Contractor will repair or replace any worn and/or defective equipment, including, but not limited to, the following: a. Hoist-machine, ring and/or worm gear, thrust bearings, drive sheave, shaft bearings, drive-belts, tach-generators, velocity and/or position encoders, brake assembly and brake coil, contacts, linings and components parts. b. Hoist-motor and motor generator, motor windings, field coils, rotating elements, commutator, brushes, brush holders and bearings. c. Hydraulic pump, motor, rotating elements, control valve, oil coolers, muffler, shut- off valves, couplings, flexible hoses,jack packing seals and hydraulic fluid. d. Silicon Control Rectifiers (SCR), Insulated Gate Bipolar Transistor(IGBT) modules, motor-drives, ACVF drives, inverters/convertors, reactors, filters, heat sinks, amp traps, line-starters, transducers, printed circuit boards, cabinet and controller fans, fuses and control components. e. Controller, selector and dispatching equipment, all relays, solid state components, printed circuit boards, resistors, condensers,transformers, contacts, leads, dashpots, timing devices, computer devices, steel selector tape, traveling cable and other mechanical or electrical operating equipment. f. Governor, governor sheave and shaft assembly, position and velocity encoders, bearings, contacts, governor jaws, governor cable and car safeties. g. Unintended car movement devices and ascending car over speed protection devices. h. Deflector or secondary sheaves, deflector or secondary shaft bearings, car and counterweight buffers, car and counterweight guide rails, top and bottom limit switches, governor tension sheave assembly, compensating and car roller guides and/or slide guides, hoist ropes, suspension means, governor ropes, compensating ropes and/or chains and related guides and/or dampening system, load weighing equipment, car frame, car safety mechanism, platform, hoist-way and car sills. i. Door operator assemblies, clutch assemblies, pick-up rollers, interlocks, car and/or hoist-way door hanger rollers, door tracks and/or liners, up-thrusts, car and/or hoist-way bottom door guides/gibs, safety edges, door detectors, printed circuit boards, electric eyes, astragals, auxiliary door closing devices, hatch inductors and vanes, access switches and inspection stations. j. Signal system devices and fixtures, signal devices including hall buttons, printed circuit boards, hall lanterns, operating panels, intercommunications system, telephones, position indicators, dials, bells, buzzers, gongs, chimes, light bulbs and light emitting diodes(LED). k. In-car emergency lighting, bulbs, batteries, trickle charger and related wiring and components. I. In-car exhaust/ventilation fans. m. Elevator operating devices for fire emergency operation. n. Elevator operating devices for emergency power operation. o. Suspension means monitoring systems. p. Machine room and/or on-site remote diagnostic monitoring or Destination Oriented Based computer systems including each associated monitor and printer. SERVICE AGREEMENT 16 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting, Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 H. Escalators: 1. The Contractor will repair or replace any worn and/or defective equipment, including, but not limited to, the following: a. Driving machine, worm, gear, external gearing, drive chain, thrust bearing, main bearings, and brake assembly, coil, linings and component parts. b. Drive motor, motor windings, rotating elements and bearings. c. Controller, all relays, contacts, starter assemblies, coils, resistance for operating and motor circuits, operating transformers, and operating rectifiers. d. Handrail, handrail drive chains, handrail brush guards, handrail guide rollers, alignment devices, steps, step tread, step wheels, step chains, step axle bushings, comb plates, floor plates and tracks. e. Upper drive, upper drive bearings, tension sprocket bearings, upper newel bearings and/or rollers and lower newel bearings and/or rollers. f. All balustrades, deck, skirt and trim fastenings (screws, clips, etc.) g. Under step lighting. 2. The Contractor will periodically examine all safety devices, including but not limited to skirt switches, emergency step switches, handrail switches, stop switches, broken chain switches, step out of position switches, missing step detectors, step up-thrust safety switches, etc. 3. Furnish lubricants selected by the Contractor to meet the specific requirements of the equipment.Annually remove all gearbox lubricant and replace with OEM approved or superior lubricant. I. Parts Inventory Requirements: 1. The Contractor agrees to the following requirements and authorization of parts used in work: a. The Contractor will maintain an ample supply of contacts, relays, coils, shunts, hoist-motor and generator brushes,fuses, amp-traps, car and hoist-way door rollers, spirators, pick-up rollers, electrical switches/lights, lubricants,wiping cloths and other minor parts in each elevator machine room and stored in a metal fire resistant cabinet for the term of the Service Agreement. b. The Contractor agrees to keep in inventory all printed circuit boards, motor drives, ACVF drives, modules and component parts to replace and/or repair any of these units should failure occur. c. The Contractor will maintain an ample supply of OEM spare exchange and replacement parts in its warehouse (local or national) inventory and available for overnight delivery to building. 1. The inventory will include, but not be limited to door operator motors, brake magnets, switch contacts, solid state and/or microprocessor components, selector tapes and/or cables, door hangers, rollers and terminal limit and/or speed reducing switches. d. The Contractor agrees that no elevator will be out of service more than forty-eight (48) hours due to a lack of spare parts inventory. 1. If the Contractor fails to maintain ample spare part inventory, the Owner, at their sole discretion, may reduce monthly Agreement amount by two-hundred fifty dollars per day, per occurrence($250.00 per day/per occurrence). Cumulative penalties shall not exceed 75%of the monthly contract value, per month. 2. Consideration will be given at the Owner's sole discretion, for extenuating circumstances beyond the control of the Contractor. SERVICE AGREEMENT 17 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 e. The Contractor agrees that if motor and generator armatures are not maintained in stock, field coils and armatures will be rewound or repaired by a qualified motor rewind shop, immediately, at any time. 1. The Contractor is solely responsible for the payment of the cost of premium work, provided that the Owner will reimburse the Contractor for the difference between the cost of such work at regular billing rates and the cost of the premium work. 2. Should the Contractor fail to obtain the Owner's written approval prior to employing a motor rewind shop to perform premium work, then the Owner will not be required to reimburse the Contractor any amount of such premium work. 3. The Contractor agrees that if it does maintain (local or national)stock of machine gears,frames, sheaves, cabs, rails, chains, handrails, steps, drive chains and similar major equipment components, the Contractor will provide Owner procurement information related to the sources of the parts inventory items. J. Work Not Covered by Service Agreement: 1. The Contractor will not be responsible for car enclosures (including, but not limited to wall panels, door panels, car gates, plenum chambers, ceiling, cab normal lighting system, handrails, mirrors and floor coverings), mainline or shunt trip disconnect switches or fuses, underground cylinders, underground piping and/or wiring, hoist-way doors and hoist-way doorframes. 2. The Contractor will also not be responsible for telephones, heat or smoke sensors not installed by the Contractor, including instructions and/or warnings in connection with use by passengers. 3. The Contractor will not be responsible for any loss, damage or delay due to any cause beyond the Contractor's reasonable control, including but not limited to acts of God, government, fire, floods, water, earthquake, explosion, strikes, lockouts, vandalism,theft, misuse and/or abuse. 4. The Contractor will not be responsible to alter, update, modernize or install new attachments to any equipment,whether recommended or directed by insurance companies or by governmental authorities. 5. The Contractor will not be responsible to make any replacements, renewals or repairs necessitate by reason of negligence, abuse,vandalism, fire or water damages, repairs by others or misuse of any equipment by persons other than the Contractor or by reason of any cause beyond the Contractor's control, except ordinary wear and tear. SERVICE AGREEMENT 18 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 K. Obsolescence: 1. Should a nonfunctional Original Equipment Manufacturer(O.E.M.)part or component become obsolete and/or unavailable for purchase from either the O.E.M. or a reputable industry source, and not available on the shelf, Owner agrees to compensate Elevator Contractor for the difference in cost between the latest known or published price of said O.E.M. part or component and the actual material cost for upgrading, modifying or re- manufacturing said nonfunctional O.E.M. part or component. Elevator Contractor bears the responsibility to provide the Owner all supporting pricing documentation. Owner agrees that"unavailable" includes any/all parts that are no longer manufactured from either the O.E.M. or a reputable industry source. If any part or component is required to be fabricated for availability, it will be deemed obsolete. 2. If a part or component is no longer manufactured by the O.E.M. or a reputable industry source, and must be fabricated, Elevator Contractor shall offer Owner the option of repairing the existing component prior to having said component fabricated.The aforementioned repairs or additional replacement labor will be billed per hour, at the hourly rate included in this Service Agreement, and, should a third-party vendor be required to repair the component, the repair cost will be billed at the cost of the repair by the third-party vendor plus a Fifteen percent(15%) mark-up. Invoices from the third-party vendor will be provided upon request of Owner. 3. Rotating equipment such as motors, armatures, stators, field and/or brake coils are excluded from"obsolescence,"as local, regional and/or national electric motor shops routinely dip, bake, rewind and/or rebuild these components for the elevator industry. In addition, Solid-State Printed Circuit Boards shall be able to be"repaired" by any qualified local, regional and/or national reputable industry source. 1.20 HOURS AND MANNER OF WORK A. All work, except as otherwise noted under this Service Agreement, including unlimited regular time emergency call-back service,will be performed during Normal Building Hours. B. All holidays shall be understood to mean "Building Holidays"or days (Monday-Friday), during which the property is not open for normal business. This agreement shall include all work except as otherwise noted under this Service Agreement, including preventative maintenance, repairs, unlimited emergency call-back service on the following days at no additional cost to the Owner: Good Friday, Day after Thanksgiving,Veterans Day, Election Day, notwithstanding that such days may constitute holidays within the Elevator Trade. C. In the event of a passenger entrapment, service elevator malfunction/failure,two (2)or more passenger elevators out of service due to malfunction/failure or any supervisory group malfunction/failure, the Contractor will provide overtime emergency call-back service at no additional cost to the Owner. D. If two (2)or more passenger elevators within any one (1)group require removal from service due to any major repair, malfunction, failure and/or any combination thereof,the Contractor will provide overtime repair service for such out-of-service passenger elevators at no additional cost to the Owner. E. Removal of elevators from service by the Contractor will be coordinated with, and approved by, the Owner or Manager. F. The Owner agrees to permit the Contractor to remove elevators from service for a reasonable time to perform routine preventive maintenance. G. No more than one elevator will be removed at any one time from any elevator group, except in emergencies. H. It is understood that an emergency constitutes imminent safety concerns for the traveling public or equipment damages in the judgment of the Contractor's employees. SERVICE AGREEMENT 19 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 I. At a minimum, the Contractor agrees to furnish a qualified mechanic, trained to provide service for routine preventive maintenance procedures (exclusive of emergency call-backs, scheduled or unscheduled repair work or work not covered by this Service Agreement)with each building for following specified minimum hours: HOURSMINIMUM MONTHLY HOURS HOURS • • Pier 1 Imports Buildin 40 J. If the Contractor fails to meet/provide the specified minimum preventative maintenance hours shown above (exclusive of emergency call-backs, Category 1 or Category 5 testing, scheduled or unscheduled repair work or work not covered by this Service Agreement), the Owner, at its sole discretion, may reduce the monthly Agreement amount by two hundred fifty dollars ($250.00)for every hour not provided by the Contractor. Cumulative penalties shall not exceed 75% of the monthly contract value, per month. 1. Consideration will be given by the Owner, at its sole discretion, for extenuating circumstances beyond the control of the Contractor. K. The Contractor's mechanics and/or helpers working at Pier 1 Imports Building will sign in and out at the Property Management Office. L. Upon concluding a regular time call-back, the Contractor's employees will report to the Property Manager regarding the problem found and the corresponding resolution. 1. If the Property Manager is not readily available, a message will be left prior to the Contractor employee leaving the premises. 2. Upon departing an after-hours call-back, the Contractor's employees will leave a copy of a time ticket, route sheet and/or any other suitable document(s) indicating date, hours worked and tasked, including resolution performed. M. The Contractor will provide comprehensive internal escalator"routine"preventative maintenance on each unit once every two(2)years;the aforementioned "routine"preventive maintenance will be performed during overtime hours, at no additional cost to the Owner.The Contractor will advise the Owner, in writing, of the anticipated scheduled dates of all internal escalator"routine" preventative maintenance at least one (1) month in advance.All internal escalator"routine" preventative maintenance shall be per the"Maintenance Frequency and Tasks"section. 1.21 MAINTENANCE FREQUENCY AND TASKS A. The Contractor agrees to provide and perform all actions under this section ("Maintenance Frequency and Tasks") including all routine preventative tasks, checks and verification processes, maintenance, repairs and adjustments to the elevator/escalator machine room(s), cab, hoist-way, truss, well-ways, pit and control and/or dispatching control system. The "Maintenance Frequency and Tasks"herein indicates the tasks the Contractor is required to perform and is an integral part of this Service Agreement. The"Maintenance Frequency and Tasks" program (described herein) is not intended to circumvent or relinquish the Contractor of the OEM's recommended preventative maintenance practices or procedures. Where major differences in frequency and/or scheduling arise,the most stringent procedure/process will prevail. B. The Contractor will provide and maintain a Maintenance Control Program and maintenance records as specified in the latest adopted edition of ASME A17.1 -8.6.1.2 through 8.6.1.4, and as otherwise required by the Authority Having Jurisdiction.All maintenance tasks and/or procedures shall be documented recorded specific to the individual elevator's maintenance control plan (MCP). SERVICE AGREEMENT 20 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 C. As a minimum, or as conditions warrant, the Contractor will perform routine and systematic maintenance work as follows: D. Traction Elevators: MODULEFREQUENCY Every Visit: General 0 Replace any/all nonfunctional signal fixture light bulbs and/or LED's from an Owner-generated list. Cab & Check for leveling tripping hazards. • Check door closing force. • Inspect position and direction indicators for proper functionality. • Check the alarm bell for functionality. • Check the emergency lighting for functionality. • Check the in-car two-way communication device. • Clean the door protection device lenses. • Examine handrails and ceiling panels,replace ceiling fixture light bulbs as necessary. Machine Room 0 Visually inspect all controllers and line starters. • Examine the governors and lubricate as necessary. • Thoroughly clean the machine room floor and all controllers. • Examine the bearings for heat, noises and wear, lubricate as necessary. • Examine the brushes'wear pattern and commutator for proper glazing and replace brushes as necessary. • Examine the brake assembly for proper functionality. • Geared Units: Inspect the oil level in the gearbox and worm gear Every Four(4) assembly. Weeks: Car Top 0 Examine the roller guides for proper tracking and tension,adjust as necessary. • Examine the roller guides bearings, lubricate as necessary. • Examine,clean and lubricate the car top sheave. • Examine the cab steadiers, replace if damaged or worn and adjust as necessary. • Thoroughly clean the car top and associated equipment. • Examine the exhaust fan and lubricate if necessary. • Examine the safety operated switch, leveling devices,tape and/or hitches, repair/adjust as necessary. • Examine the door operator operation, repair/adjust as needed. • Examine,thoroughly clean and lubricate the car door rollers, linkages,tracks, up-thrust rollers and relating cables, repair/adjust as necessary. • Examine the suspension means for wear and proper equalization, repair/adjust as necessary. Hoist-way 0 Examine both car and hoist-way:door sills,deflectors and counterweight sheaves, repair/adjust as necessary. SERVICE AGREEMENT 21 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 FREQUENCYit • Examine the overhead deflector sheave bearings for heat, noises or wear,lubricate and/or replace as needed. • Examine the door interlock and pick-up roller assemblies and replace any/all missing/worn parts as needed. • Examine the door gibs and door restrictor device and replace any/all missing/worn parts as needed. Pit 0 Clean the pit floor and pit equipment. • Replace pit light bulbs as required. General Items 0 Test Fire Service Phase I&II monthly and log the results in the Owner's Firefighters'logbook. FREQUENCYiD Machine Room 0 Examine the controller's and motor drive's relays,solid-state electronic boards,transformers,capacitors,etc., repair/replace as necessary. • Examine all controller contacts and adjust as needed. • Examine the main contacting contactors and adjust/replace as needed. • Check the controller motor overloads. • Clean the hoist motor brush rigging and commutator. • Examine the velocity encoder(transducer)connections and coupling device,tighten as needed. • Examine the position encoder(transducer)connections and coupling device,tighten as needed. • Clean and lubricate the brake pins and linkages. Car Top Check the roller guides for equalization and adjust if needed. Every Sixteen • Inspect the door operator bearings for noises, heat and wear, (16)Weeks lubricate and/or replace as needed. • Examine the door operator belts,adjust/replace as needed. • Examine the traveling cables for tracking and wear. • Examine the suspension means'shackles and springs, repair/replace as necessary. • Examine terminal limit and slow down switches, adjust and lubricate as required. • Examine the elevator cab's emergency light, replace any/all inoperative components as needed. Hoist-way . Thoroughly examine, clean and lubricate the counterweight sheave bearing. • Examine all spirators for noise, replace as necessary. • Examine the pickup rollers for freeness and damage, replace as necessary. Pit Examine the governor tail sheave bearings, lubricate as needed. SERVICE AGREEMENT 22 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 MODULEFREQUENCY • Examine the governor tail sheave tensioning and adjust as necessary. • Examine the pit terminal switches, repair/replace or adjust as needed. • Examine the level of the oil in the buffer and fill as needed. MODULEFREQUENCY Cab . Examine the car door gibs and replace as needed. Machine Room Tighten all controller connections. • Clean the fuses and fuse holder. • Examine the resistor tubes and replace as needed. • Examine the controller timers,repair/replace or adjust as necessary. • Examine the governor for proper operation and adjust/repair as necessary. • Examine the sheave and its cable grooves for cracks, repair/replace as needed. Every Car Top . Examine the door operator motor's commutator and brushes, Twenty-Six repair/replace as needed. (26)Weeks Examine the door operator's clutch assembly and repair/replace or adjust as needed. • Examine the suspension means for wear and proper equalization. • Examine the governor rope for wear and proper equalization. • Examine the compensation ropes for wear and proper equalization. • Examine the suspension means,governor and compensation ropes shackles, hitches and"S"hooks and repair/replace as necessary. Hoist-way 0 Examine the overhead deflector cable sheave and its grooves for cracks and repair/replace as needed. • Examine the deflector sheaves bearings, lubricate if necessary or replace as needed. MODULEFREQUENCY Cab . Examine the door protection devices for functionality and repair as necessary. Machine Room 0 Tighten all controller terminal block connections. • Thoroughly clean the controller(s)(relays,solid-state electronic boards,transformers,etc.)free of any/all contaminants. Every Fifty- 0 Examine and adjust all controller relay contacts. Two(52) a Examine the resistor tubes,tighten connections and replace as Weeks needed. • Check the power supply voltages in the controller. • Comprehensively disassemble the motor-drive assembly,clean the motor-drive assembly, re-new worn components if needed, reassemble, readjust and torque as per OEM specifications. • Perform and record meg-ohmmeter readings for the hoist motor armature and motor fields. SERVICE AGREEMENT 23 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 FREQUENCYsD • Comprehensively clean the hoist-motor free of any/all contaminants. • Examine all hoist motor connections and tighten if loose or warm to the touch. • Examine the hoist machine drive sheave for any wear and/or cracks. • Change the geared hoist machine's gearbox oil. • Examine and lubricate the sleeve bearings as necessary. • Examine and test the governor for proper operation. • Examine and lubricate the governor roller bearings(if applicable). • Comprehensively disassemble the brake assembly;the scope of work should include but not be limited to freeing all the removable pins, removing the brake core assembly, re-greasing the core and plunger piece and removing all paint and/or grease buildup from said brake assembly and its affiliated components. Perform and record in Maintenance Records all required ASME A17.1 brake-related tests. • Examine the deflector sheaves and their cable grooves for cracks and repair/replace as needed • Thoroughly and professionally clean the machine room floor and paint said floor as needed. Car Top . Examine and lubricate the roller guide bearings, if required. • Thoroughly clean and lubricate the car top sheave. • Examine the cab steadiers and adjust if necessary. • Thoroughly clean the car top and repaint if necessary. • Examine,thoroughly clean and lubricate the safety linkages,guides and steadiers. • Examine the switches,leveling devices,tape and hitches and adjust/replace as necessary. • Thoroughly clean and lubricate, as necessary,the door operating assembly and adjust the tension of the drive belt(s)as needed. • Tighten all electrical connections including terminals and resistor. • Verify proper door operator switch functionality. • Examine,thoroughly clean and lubricate the rollers,tracks, up thrust rollers and relating cables. • Examine the suspension means for wear and proper equalization. Examine the governor rope for wear and proper equalization. • Examine the compensation ropes for wear and proper equalization. • Examine the suspension means,governor,compensation ropes shackles, hitches and"S"hooks and repair/replace as necessary. Hoist-way . Examine the overhead deflector sheave and its cable grooves for cracks and repair/replace as needed. • Examine the deflector sheaves bearings,lubricate/replace as needed. • Disassemble the interlock assemblies, renew worn components and readjust accordingly. • Check the spirators for noise and proper tensioning and replace/readjust accordingly. • Check pickup roller assemblies for freeness; remove, renew and adjust pickup roller assemblies accordingly. • Check hoist-way door relating cable assemblies,replace any/all worn components,adjust and/or lubricate accordingly. • Examine and lubricate the overhead terminal switches and repair/replace as needed. Pit 0 Examine,thoroughly clean and lubricate the car safety devices. • Examine,thoroughly clean and lubricate the safety linkages and car roller guides. • Examine the safety-operated switches for full functionality. • Examine the traveling cable hitch and loop and adjust as necessary. SERVICE AGREEMENT 24 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 MODULEFREQUENCY • Examine and test the load weighing device(s)for full functionality. • Thoroughly and professionally clean the pit then paint the pit floor and equipment as needed. • Examine the pit safety devices(run/stop,compensation, buffer, etc.) for full functionality. General Items Check and test both Fire Service Phase I& II, including the machine room, main floor and alternate floor smoke detector recall systems. • Check and test the emergency power operation, if applicable. E. Hydraulic Elevators: MODULEFREQUENCY Cab 0 Check for leveling tripping hazards. • Check door closing force. • Inspect position and direction indicators for proper functionality. • Check the alarm bell for functionality. • Check the emergency lighting for functionality. • Check the in-car two-way communication device. • Clean the door protection device lenses. • Examine handrails and ceiling panels, replace ceiling fixture light bulbs as necessary. Machine Room 0 Visually inspect of all controllers and line starters. • Clean and inspect the power unit,control,valves, motor and belts. • Thoroughly clean the machine room floor and all controllers. Car Top & Examine the roller guides for proper tracking and tension, adjust as necessary. • Examine the roller guides bearings, lubricate as necessary. Every Four(4)Weeks: . Examine,clean and lubricate the car top sheave. • Examine the cab steadier's, replace if damaged or worn and adjust as necessary. • Thoroughly clean the car top and associated equipment. • Examine the exhaust fan and lubricate if necessary. • Examine the safety-operated switch where provided, leveling devices,tape and/or hitches, repair/adjust as necessary. • Examine the door operator operation, repair/adjust as needed. • Examine,thoroughly clean and lubricate the car door rollers, linkages,tracks, up-thrust rollers and relating cables, repair/adjust as necessary. • Examine the suspension means for wear and proper equalization, repair/adjust as necessary. Hoist-way 0 Examine both car and hoist-way doorsills and clean/repair as necessary. • Examine the door interlock and pick-up roller assemblies and replace any/all missing/worn parts as needed. SERVICE AGREEMENT 25 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 • Examine the door gibs and door restrictor device and replace any/all missing/worn parts as needed. Pit 0 Clean the pit floor and pit equipment. • Replace pit light bulbs as necessarily required. • Clean and inspect buffers and jack packing; clean the pit and check the travel cable loop. General Items a Replace any and/or all signal fixture light bulbs and/or LED's from an Owner generated list. • Test Fire Service Phase I&II monthly and log the results in the Owner's Fire Fighter's logbook. MODULEFREQUENCY Machine Room . Examine power drive(belts and coupling)and pump. • Examine all controller contacts and adjust as needed. • Examine the main contacting contactors and adjust/replace as needed. • Check controller motor-overloads Car Top 0 Check the roller guides for equalization and adjust if needed. • Examine the door operator bearings for noises, heat and wear, lubricate and/or replace as needed. • Examine the door operator belts,adjust/replace as needed. Every Sixteen 0 Examine the traveling cables for tracking and wear. (16)Weeks . Examine the suspension means shackles and springs(if applicable). • Examine the limit switches,adjust and lubricate as required. • Examine the elevator cab's emergency light and replace any/all inoperative components as needed. Hoist-way 0 Examine the spirators for noise and replace as needed. • Examine the pickup rollers for freeness and damage and replace as needed. Pit Examine the pit terminal switches, repair/replace or adjust as needed. MODULEFREQUENCY Cab . Examine the car door gibs and replace as needed. Machine Room . Tighten all controller connections. Every Clean the fuses and fuse holder. Twenty-Six 0 Examine the resistor tubes and replace as needed. (26)Weeks Examine the controller timers, repair/replace or adjust as necessary. Car Top . Examine the door operator motor's commutator and brushes and repair/replace as needed. SERVICE AGREEMENT 26 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 • Examine the door operator's clutch assembly and repair/replace or adjust as needed. • Examine the suspension means(if applicable)for wear and proper equalization. • Examine the suspension means'shackles hitches and"S"hooks(if applicable). Hoist-way 0 Examine the overhead deflector cable grooves and sheaves for cracks and repair/replace as needed(if applicable). MODULEFREQUENCY Cab 0 Examine the door protection devices for functionality and repair as necessary. Machine Room 0 Tighten all controller terminal block connections. • Thoroughly clean the controller(s)(relays, solid-state electronic boards,transformers,etc.)free of any/all contaminants. • Examine and adjust as necessary all controller relay contacts. • Examine the resistor tubes,tighten their connections and replace as needed. • Check the power supply voltages in the controller. • Check drive belt tension and adjust the valves as necessary. • Filter the hydraulic oil. • Perform and annual valve control adjustment and check logic operation. • Perform an annual pressure test and lubricate the motor. • Thoroughly and professionally clean the machine room floor(s)and Every Fifty- paint as needed. Two(52) Weeks Car Top 0 Examine and lubricate the roller/slide guides if required. • Examine the cab steadier's and adjust if necessary. • Thoroughly clean the car top and repaint if necessary. • Thoroughly clean and lubricate(as necessary)the door operating assembly and adjust the tension of the drive belt(s)as needed. • Check and tighten all electrical connections(including terminals and resistor). • Check and verify proper door operator switch functionality. • Examine,thoroughly clean and lubricate the rollers,tracks, up thrust rollers and relating cables. • Inspect the suspension means(if applicable)for wear and proper equalization. Hoist-way . Disassemble the interlock assemblies, renew worn components and readjust as necessary. • Check the spirators for noise and proper tensioning and replace/readjust accordingly. SERVICE AGREEMENT 27 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 FREQUENCY !D • Check the pickup roller assemblies for freeness, remove,renew and adjust said pickup roller assemblies accordingly. • Check hoist-way door relating cable assemblies and adjust and/or lubricate accordingly. • Examine and lubricate the overhead terminal switches and repair/replace as needed. Pit 0 Examine the traveling cable hitch and loop and adjust as necessary. • Thoroughly and professionally clean the pit and paint pit floor and equipment as needed. • Examine the pit safety devices for full functionality. General Items 0 Check and test both Fire Service Phase I&II, including the machine room, main floor and alternate floor smoke detector recall systems. • Check and test standby battery lowering operation (if applicable). F. Escalators: FREQUENCY !D Upper/Lower • Check all stop/start and key switches for proper functionality. Landings • Check both the comb and floor plates for wear and possible tripping/slipping hazards and repair/replace as necessary. • Check for proper clearance between the step treads and comb teeth. • Check for bent/broken comb teeth and repair/replace as necessary. • Check for bent/broken step treads and repair/replace as necessary. • To ensure proper operation, run the escalator in the reverse direction (if possible). • Check the handrail brush condition and protective action then clean and/or replace as necessary. Machine Room 0 Perform a general inspection of the machine, sprockets,worm, /Pit gears, motor, brakes,bearings and chain and lubricate as required. Every Four(4) • Examine machine's brake linings for wear and adjust the brake as Weeks: per OEM tolerances require. • Examine the oil level in the bull gear oilier and automatic oiler system and then add oil as necessary. • Perform a general inspection of the controller, contactors,contacts, connectors and terminals and then clean the controller of all contaminants. • Examine the tachometer and its fasteners/tensioning devices. Interior . Examine the comb plate lighting and replace any bulbs as needed. • Lubricate the step chains and wheels as necessary. Exterior 0 Examine for loose screws, breakage and proper illumination on the step treads and repair/replace as necessary. • Examine the step risers, balustrade and skirt for proper clearances and tripping hazards and repair/replace as necessary. SERVICE AGREEMENT 28 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting, Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 • Examine the balustrade illumination and replace any inoperative bulbs as needed. • Examine the overall condition of the handrail(i.e., cracks,splits, pinch points,etc.)and replace if necessary. • Verify that the handrail has"adequate"tension. FREQUENCY •D Machine Room & Examine the main drive broken chain device, non-reversing switch /Pit and emergency brake switch for proper functionality. • Examine all controller contacts and adjust as needed. • Examine the main contacting contactors and adjust/replace as Every Sixteen needed. (16)Weeks Examine controller motor-overloads. Interior & Examine the step chain and step rollers for wear and replace as necessary. • Examine the settings of both the chain tension device and the broken chain switch to verify that they are set to OEM requirements. FREQUENCY MODULE TASK Machine Room a Examine for any machine leakage and seal any/all leaks as /Pit necessary. • Lubricate the intermediate gear bearing. • Check all fuse holders and tighten all controller connections. • Lubricate all motor bearings. • Verify the proper operation of the tension carriage. • Examine the overall condition of the main bearings and lubricate properly. Every . Verify that the main sprockets on the shaft are secure. Twenty-Six a Verify the OEM settings of the step chain,check for wear and (26)Weeks lubricate as required. • Examine all chains for proper tension and wear and then lubricate as necessary. • Verify the proper operation of the main drive brake assembly. Interior 0 Examine the handrail sheave bearings and sprockets for wear and then lubricate as necessary. • Examine the handrail tension device for proper functionality then thoroughly clean and lubricate said device. SERVICE AGREEMENT 29 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 MODULEFREQUENCY Machine Room Thoroughly clean the motor with nitrogen. /Pit 0 Examine and tighten all motor connections. Interior . Thoroughly clean the truss and incline pan. • Remove and thoroughly clean the steps and step rollers. • Examine the steps for damage and replace as needed. Examine the step rollers for wear and replace as needed. Every Fifty- & Thoroughly clean the step track assembly. Two(52) a Examine the entire step track assembly for wear then tighten,adjust Weeks and/or repair/replace components as needed. • Thoroughly clean the machine and pit pans. • Examine the step chain for wear and tear,then lubricate and/or replace as needed. • Examine the step chain rollers for wear and replace as needed. • Examine the handrail chains,sprockets for wear then lubricate and/or replace as needed. FREQUENCY MODULE TASK Machine Room a Thoroughly clean the motor with nitrogen. /Pit 0 Examine and tighten all motor connections. Interior 0 Remove all steps and thoroughly clean said steps free of any/all dirt, dust,oil and grime. Inspect(and replace as necessary required)each step's welds, rivets and overall structural integrity. • Thoroughly clean the truss assembly, removing any/all remnants of oil,grease, lint,dirt and debris. Every Two 0 Examine(and repair as necessarily required)the entire track Years assembly's welds, rivets,gaps and overall structural integrity. • Examine(and repair as necessary required)the entire step chain assembly. • Examine(and repair as necessary required)the entire step guidance system. • Examine(and repair as necessary required)the entire handrail guidance system. • Lubricate all components as per the OEM requirements. SERVICE AGREEMENT 30 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting, Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 1.22 BILLING RATES A. Where additional Service Agreement overtime service and/or repair work is required, Owner will pay only the difference between normal and overtime labor at the hourly rates indicated below: Overtime • Overtime Owner's LaborHourly Rate Hourly • Premium Labor • Premium w/Fringe: Portion Portion TEAM: $147.16 $565.65 $961.61 $395.96 $1,131.30 $565.65 MECHANIC: $77.84 $314.25 $534.23 $628.50 $628.50 $314.25 HELPER: $69.32 $251.40 $427.38 $502.80 $502.80 $251.40 B. For service, repair and equipment modifications outside the scope of this Agreement, the following billing rates will apply: OvertimeStraight Time Hourly Billing • Rate: Labor i TEAM: $565.65 $961.61 $1,131.30 MECHANIC: $314.25 $534.23 $628.50 HELPER: $251.40 $427.38 $502.80 1.23 SERVICE AGREEMENT PRICE A. For its performance under this Agreement,the Owner will pay Contractor the following price (the "Maintenance Cost") per month, in advance. ImportsPier 1 TOTAL: $5,700.00 B. The Service Agreement Price will be adjusted in accordance with the following requirements: 1. The Basic Service Agreement Price will be adjusted yearly in the manner provided by this provision. 2. Such adjustments will be made on the anniversary month of the commencement of the Service. The Contractor will provide details of price adjustment calculations at least thirty (30)days before invoicing at the escalated price, in a manner satisfactory to the Owner. 3. Price adjustments will be limited to a maximum of five percent(5%) in any, one (1)year period. Each such adjustment will be made as follows: a. Seventy-five percent(75%)of the Service Agreement price will be adjusted to reflect the increase or decrease in field labor cost based on the International Union of Elevator Constructors (I.U.E.C.) Elevator Mechanic's straight-time labor rate (including Fringe Benefits) in the area wherein the equipment covered by this Service Agreement is located. b. Twenty-five percent(25%)will be adjusted to reflect the increase or decrease in material cost based on the Producer Price Index for Metals and Metal Products, as published by the United States Department of Commerce, Bureau of Labor Statistics. The initial Service Agreement base rates are as set forth below: • - • $42.59 DATE:January,2020 Local •- Benefits: $35.25 DATE:January,2020 US Metals Products index $218.70 DATE: May,2020 SERVICE AGREEMENT 31 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 C. The term "straight time hourly labor cost' means the sum of straight time hourly rate and fringe benefits paid to I.U.E.C. elevator mechanics in the local jurisdictional area. 1. The term"fringe benefits" mean employee benefits granted in lieu of, and in addition to, hourly rate increases and include, but are not limited to pensions, vacations, paid vacations, 401(k), group life, sickness and accident and hospitalization insurance. D. Work included in this agreement, but which Owner requires to be performed after business hours, will be charged so that the Owner pays only the difference between regular and overtime labor rates (i.e., the same rates as those indicated herein for billable emergency call-backs). 1.24 OCCUPANCY DISCOUNT A. The Contractor agrees to furnish the Owner with a light occupancy discount. The occupancy will be reviewed quarterly to determine the reduction,which will be applied over the following subsequent period. The rate of calculation will be the net occupied rentable area divided by the total net rentable area, as on the first day of the quarter. The Contractor shall offer the following percentages for the reduction of occupancy: • . • 85 to 100% 0% 7 75to84% 5% 65 to 74% 10% 55 to 64% 15% 45 to 54% 20% 35 to 44% 25% 25 to 34% 30% Below 25% 40% B. The minimum allocated hours identified in the"Hours and Manner of Work"section will be proportionately adjusted to equal the light occupancy discount percentage. 1.25 PERFORMANCE REQUIREMENTS A. Elevator Speed: 1. Traction plus or minus three percent(±3%)of rated speed under any load condition. 2. Hydraulic plus or minus ten percent(± 10%)of rated speed under any load condition. B. Maintain Stopping Accuracy plus or minus one-fourth inch (±'/4"or±6.3 mm) under any load condition. SERVICE AGREEMENT 32 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 C. Door Opening Time: 1. When center opening hoist-way doors start to open to one inch (1"or 38mm)from full open and two-inches(2"or 50.8mm)when side opening hoist-way doors start to open: Door Width Open: Door Type: (inches) (seconds) Single slide 36 2.5 Two-speed 36 2.1 Center-opening 36 1.5 Single slide 42 2.7 Two-speed 42 2.4 Center-opening 42 1.7 Two-speed 48 2.7 Center-opening 48 1.9 Two-speed 54 3.3 Center-opening 54 2.3 Two-speed 60 3.9 Center-opening 60 2.5 Two-speed, Center Opening 60 2.5 D. Door Closing Time: 1. When center hoist-way doors start to close to one inch (1"or 38mm)from fully closed and two-inches (2"or 50.8mm)when side opening hoist-way doors start to close: (Door closing thrust, and/or kinetic energy will not exceed the latest adopted edition of ASME A17.1 Code requirements) Door Width Open: Door Type: (inches) (seconds) Single slide 36 3.6 Two-speed 36 3.3 Center-opening 36 2.1 Single slide 42 3.8 Two-speed 42 3.7 Center-opening 42 2.4 Two-speed 48 4.5 Center-opening 48 2.9 Two-speed 54 5.0 Center-opening 54 3.2 Two-speed 60 5.5 Center-opening 60 3.5 Two-speed, Center Opening 60 3.0 SERVICE AGREEMENT 33 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 E. Performance Time: 1. When the hoist-way doors start to close, elevator making a typical one floor run (thirteen foot(13')typical floor height), to within one-fourth inch (1/"or 6.3mm)at the floor with elevator car doors two thirds open: Hydraulic Elevators: 15.0 seconds •• . • 10.5 seconds Geared • . • 10.5 seconds F. Acceleration & Deceleration Rate: 1. Provide a minimum acceleration &deceleration rate of 3 ft/S2. G. Vertical Jerk Rate: 1. Provide a minimum vertical jerk rate of 6 ft/s2. H. Ride Quality: 1. The Contractor will take whatever means necessary to provide a"comfortable"elevator ride. a. A"comfortable"elevator ride is defined as having smooth acceleration and retardation, a soft and accurate stop, and smooth and efficient door operation (both car and hoist-way doors). 2. The Contractor will provide a pre-maintenance comprehensive ride quality testing report (derived from a certified accelerometer device)to determine if the elevator in question has a ride quality that is less than, equal to or greater than the "Ride Quality Minimum Standard." a. "Ride Quality Minimum Standard" Definition: 1. Any periodic motion or oscillation of an elevator cab's interior platform vibration (measured horizontally front to back"X-axis", horizontally side to side"Y-axis" and vertically"Z-axis"), under any ride condition (excluding door operation), will not exceed fifteen (15) milli-g peak to adjacent peak when measured in the one to ten hertz (1-10 Hz) range with ISO 8041 filtering weights applied. b. "Peak to Adjacent Peak" Definition: 1. The absolute magnitude of a cycle(adjacent peaks)above and below the reference point. 3. Should the pre-maintenance ride quality testing readings/findings be outside of the "acceptable range"of the"Ride Quality Minimum Standard,"the Contractor will provide the Owner with options that would improve the ride quality testing readings/findings to a level equal to or better than the"Ride Quality Minimum Standard." a. The Contractor will not be responsible for costs associated with "improving"the pre-modernization ride quality should readings/findings be outside the acceptable range of the "Ride Quality Minimum Standard." 4. Should pre-maintenance readings/findings be in the acceptable range of the"Ride Quality Minimum Standard,"the Contractor will maintain the minimum standard or if conditions warrant, take whatever means necessary to ensure that the"Ride Quality Minimum Standard" is met. SERVICE AGREEMENT 34 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 I. Call-Backs: 1. The Contractor will provide all means necessary to minimize equipment emergency minor adjustment call-backs. 2. Call-backs will be defined as any elevator equipment failure which results in either a passenger entrapment or loss of building use due to component failure. 3. The verifiable shut down frequency rate will not exceed point two (.2)call-backs per elevator unit per month, based on compiled data from the previous ninety(90)-day period. 4. Any misuse or vandalism of collective equipment does not constitute an elevator call- back. 5. The Contractor will endeavor to maximize the mean time between call-backs. At a minimum, the mean time between failures will be eighty-five(85)days, per unit. 6. The Contractor will provide the Owner with emergency minor adjustment service for all call-backs placed to the Contractor before 4:00 pm at no additional cost to the Owner. 7. Should the Contractor fail to meet the above call-back performance criteria concurrently, the Owner, at its sole discretion, may cancel this Agreement without recourse by the Contractor. Consideration will be given by the Owner, at its sole discretion,for extenuating circumstances beyond the control of the Contractor. J. Response Times: 1. The Contractor will provide immediate service during regular building hours and days as identified in the section "Hours and Manner of Work." a. During regular building hours and days as identified in the section "Hours and Manner of Work,"the Contractor will arrive at Property within thirty(30) minutes from time of notification. b. After the regular building hours and days as identified in the section "Hours and Manner of Work,"the Contractor will respond to call-back service within ninety(90) minutes from the time of notification. 2. If the Contractor repeatedly fails to meet call-back response times, the Owner, at its sole discretion, may reduce the monthly Agreement amount by two hundred fifty dollars per occurrence($250/occurrence). Cumulative penalties shall not exceed 75%of the monthly contract value, per month. 3. Consideration will be given by the Owner, at its sole discretion,for extenuating circumstances beyond the control of the Contractor. K. Vertical Transportation Equipment-Performance Reliability Metrics: 1. Performance reliability metrics will apply to this Service Agreement, as listed in this section. Compliance with reliability performance metrics will be calculated monthly and the results of the previous month's metrics will be sent to the Contractor by the fifteenth (151)day of the following month. Penalties will be calculated and assessed as described in the following section (Penalties for Non-Compliance with Performance Reliability Metrics)of this document. a. Entrapments: Call-backs involving any passenger entrapment will be limited to no more than one (1) passenger entrapment per quarter and on a per building basis. If a building contains multiple elevators or only a single elevator, a maximum of one (1)entrapment per building, per quarter is allowed for compliance with this performance reliability metric. b. Mean Time Between Call-backs(MTBC): The Property's MTBC shall not average less than ninety(90)days. c. Equipment Availability: The average vertical transportation equipment availability for passenger use during the hours of 7:00 am and 7:00 pm, Monday through Friday, will be ninety-eight percent(98%)per property and ninety percent(90%) per single unit, calculated on a monthly basis. Single vertical transportation unit properties will adhere to ninety-eight percent(98%)availability. SERVICE AGREEMENT 35 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 L. Penalties for Non-Compliance with Performance Reliability Metrics 1. If the Contractor fails to meet the Vertical Transportation Equipment Reliability Performance Metrics at any building for three (3)consecutive months, the Contractor's monthly invoice for recurring monthly maintenance fees for such property(for the building, not just for the vertical transportation unit)will reflect a"Vertical Transportation Equipment Performance Reliability Credit" in the amount of thirty percent(30%)of the total monthly maintenance fees for the building for the subsequent one(1)-month period. The Vertical Transportation Equipment Performance Reliability Credit will continue if the Contractor consecutively fails to meet the monthly Performance Reliability Metrics. 2. If Contractor fails to meet the Elevator Reliability Performance Metrics at any building for four(4)consecutive months, the Owner may request an audit of the property from the Owner's designated Elevator Consultant, fully reimbursable by the Contractor.The cost of any maintenance audits subject to payment by the Contractor will be the same as agreed between Elevator Consultant and Owner. 1.26 SUPPLEMENTAL CONDITIONS A. The Contractor will provide information indicating past and future routine preventive maintenance tasks or repairs, including annual supervisor's surveys, either via logs in the machine room or via Internet access. 1. Such information will include date said tasks are scheduled, completed, mechanic's or supervisor's name, brief description of tasks completed (including number of elevators serviced)and the approximate time required for the work. 2. The Owner will be given full access to inspect and/or copy the Contractor-provided information at any time. 3. The Contractor will provide and review with the Owner a summary of all trouble calls (call-backs)and preventative maintenance and repair records when requested. 4. The intent of the review is to distinguish/resolve call-back and repair trends by fostering an ongoing communication line between the Contractor and Owner. B. The Contractor agrees to check, maintain and adjust the dispatching control system, making any/all necessary tests and/or adjustments to ensure all dispatching control system circuits and time settings are properly adjusted for maximum dispatching efficiency. C. The Contractor will check, maintain, adjust and replace as necessarily required (and if applicable)any OEM diagnostic suspension means device(s)that monitors the suspension means for wear, tension and/or degradation. D. The Contractor agrees to periodically check the building's vertical transportation system for "building settling"and perform the following maintenance procedures: 1. Periodically lubricate the car and counterweight rails"slip clips." 2. Periodically maintain the car and counterweight rails so as not to be bound in anyway, including but not limited to adjusting the rail(s)jack plates and/or cutting the rails at the top/bottom of the hoist-way. 3. Make any/all necessary adjustments to ensure that the elevator control system's floor heights, terminal limit switches, leveling circuits and/or software settings are set for maximum operating efficiency. E. In the event any issue develops within the elevator machine room, hoist-way and/or pit that could potentially cause damage to the equipment/building (such as water intrusion and/or accumulation), it is the responsibility of the Contractor to promptly notify the Owner in writing that such an issue exists. SERVICE AGREEMENT 36 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting, Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 F. The Contractor will maintain the Owner's complete set of straight-line wiring diagrams in good condition and will be responsible for replacement of the diagrams if they are damaged during the term of this Service Agreement. 1. Straight-line wiring diagrams will be maintained under"as-built"conditions and will reflect all changes and/or modifications to circuits resulting from control modifications, parts replacement or equipment upgrades made by the Contractor during the term of this Service Agreement. 2. The Contractor further acknowledges these "as-built" drawings are the property of the Owner. G. The Contractor will provide and post an annual post/current meg-ohmmeter reading (in a conspicuous location in the elevator machine room)and in the Maintenance Records,from the complete hoist motor-generator loop circuit, as well as individual readings from the armature(s), and the field(s). 1. Should the meg-ohmmeter reading be below one (1) megaohm, the Contractor will take whatever means necessary to raise the reading above one (1) megaohm. H. The Contractor will paint the equipment as required to maintain a professional appearance, prevent rusting and preserve the life of the equipment. 1. Floors in the machine rooms, car-tops and pit(s)shall be maintained and painted accordingly to maintain a professional image. 2. All paint shall be for the purpose intended and will be of the highest quality of paint. 3. Application of paint in all circumstances will be as per any applicable ASME and/or local building Codes. I. Should any required repair inside the elevator hoist-way necessitate the removal of an adjacent elevator for safety reasons and/or policy, the Contractor will take whatever means necessary (professionally screen the elevator hoist-way and/or add car top hand railing)to preclude the removal of any adjacent elevator(s). J. The Contractor will keep an ongoing record of all scheduled and unscheduled major repairs, component replacements, and upgrades, such as, but not limited to: hoist, governor and comp ropes replacements; traveling cable replacement; ropes shortened; machines rebuilt; governors replaced; any upgrades installed; escalator sprockets, chains, or handrails replaced, etc. 1. The Contractor will keep these record current and updated always. K. The Contractor will provide and maintain a written Maintenance Control Program, as follows: 1. As required by the latest adopted edition of ASME A17.1 Safety Code for Elevators and Escalators. 2. As required by the requirements of Texas Department of Licensing and Regulation (TDLR), Elevator Safety and Licensing Administrative Rule 74.79"Responsibilities of the Contractor—Documents". L. The Contractor agrees that if an elevator is shut down for more than seventy-two (72) continuous hours, the Owner, at its sole discretion, may reduce monthly Agreement amount by two hundred fifty dollars per day/per occurrence ($250.00 per day per occurrence). Cumulative penalties shall not exceed 75% of the monthly contract value, per month. 1. Exception: a. Repairs previously scheduled with the Property Manager. SERVICE AGREEMENT 37 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 M. The Contractor will provide a centralized communication service center, staffed twenty four hours a day, seven days a week(24/7)with well-trained professional (English-speaking) associates that receive all calls from all in-car two-way communication devices and/or all elevator controllers' remote monitoring systems; said communications service center shall route all calls, problems and/or faults immediately to the correct person and/or department for resolution, at no additional charge to the Owner. N. If, during the term of this Service Agreement, it becomes necessary to terminate this Agreement, the Contractor will provide the Owner with all technical information developed during the period of his maintenance to enable the Owner to purchase maintenance from another contractor of choice. O. The Contractor will submit resumes of their mechanics as an attachment to this agreement and of any future Contractor's elevator mechanics that work at Pier 1 Imports Building. The Contractor's mechanics that work at Pier 1 Imports Building must have a minimum of five (5) verifiable years of mechanic's experience.The Contractor's supervisors, mechanics and adjusters assigned to work at the Pier 1 Imports Building must be factory trained on each of the types of elevator equipment located at the Pier 1 Imports Building. P. The Contractor shall provide ThyssenKrupp's MAX PRO®coverage throughout this agreement, at no additional cost to the Owner. Q. Volume Discount—The Contractor shall offer the following volume discount schedule for all Owner properties that are contracted with The Contractor. During the term of this Agreement, the monthly price on of the equipment covered under this Agreement and other Agreements between Owner and The Contractor shall be subject to a reduction according to the schedule set forth below("Discount"). The monthly price for each site shall be adjusted accordingly as the number of units under contract changes. 1. Units Discount a. 1-50: 1% b. 51-75: 2% c. 75-100: 3% d. 101-125: 4% e. 126-150 5% f. 151+: 6% SERVICE AGREEMENT 38 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020 BARBRE CONSULTING,INC. JUNE 16,2020 R. SIGNATORIES The signatory for each party to this Service Agreement represents that the bearer of signatures has legal authority to enter into this Agreement on behalf of the respective party. EXECUTED as of this16th day of June 2020. OWNER REPRESENTATIVE: Signature: &-ea PVrnAate Printed Name:Greg Wingate Title: Senior Prosy Manager. ELEVATOR CONTRACTOR: Signature: Le;f-q- ix Printed Name: Mark Hintz Tille: VP Contracts SERVICE AGREEMENT 39 PIER 1 IMPORTS BUILDING Copyright Barbre Consulting,Inc.©2001-2020