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HomeMy WebLinkAboutContract 43491 (2)CONTRACT BETWEEN THE CITY OF FORT WORTH AND OTIS ELEVATOR COMPANY FOR MAINTENANCE OF THE WESTERN HERITAGE PARKING GARAGE ELEVATORS MI SECRETARY 1 , CONTRANnoc__Li 1 THIS Contract is made and entered into by and between the CITY of Fort Worth, a home -rule municipal corporation of the State of Texas, located within Tarrant, Parker, Wise and Denton Counties, (hereinafter referred to as ("CITY"), acting by and through Thomas Higgins, its duly authorized Assistant CITY Manager, and Otis Elevator Company, a United Technology Corporation and Connecticut Corporation (hereinafter called "OTIS), acting by and through Diana Bartley, its duly authorized General Manager. WITNESSETH: WHEREAS, the Will Rogers Memorial Center Parking Garage provides for the parking needs of the Will Rogers Memorial Centers; and WHEREAS, parking services are an integral part of the success of the Will Rogers Memorial Center; and NOW THEREFORE, in consideration for the covenants and Contract hereafter set forth, the parties hereto agree as follows: 1. TERM 1.1 The initial term of this Contract shall be for two years from April 21, 2012, which is the effective date of this contract unless terminated as hereinafter provided. 1.2 The contract will not have any extensions unless approved by the City Council. 2. DESCRIPTION OF SERVICES 2.1 OTIS' Services. OTIS shall perform the services in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. Please see Addendum "A" For a description of OTIS' services and additional terms of this Agreement. In the event of a conflict between these documents, such conflicts shall be resolved as follows: the Contract takes precedence Addendum "A". Addendum "A" is incorporated herein and made a part hereof for all purposes as if it had been copied herein verbatim. 2.2 OTIS shall work closely with the Parking Manager for the City, or his/her designee, hereinafter referred to as "Manager", in the performance of any and all related tasks required by the Manager in order to fulfill the intent of this Contract. 3. COMPENSATION Page 1 of l Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center oFriticlleA[1, -2Ncom MTV SECETTPARY FT. ` i s 10-- i 2 P03 : 5 7 IN 3.1 CITY agrees to compensate OTIS, and OTIS agrees to accept in full satisfaction for the services required by this Contract to maintenance this Contract for a sum of $19,200 per year for a two year period to be paid in monthly installments of One thousand six hundred dollars ($1600.00). Price adjustments for materials and labor are more particularly outlined on pages 5 and 6 of Addendum "A'. 4. PERSONNEL OTIS represents that it has, or shall secure at its own expense, all personnel required to perform OTIS s services under this Contract. All personnel engaged in the work shall be qualified to perform such services. 5. INTERESTS OF OTIS. OTIS affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Contract. No person having any such interest shall be employed by or be associated with OTIS 6. INSURANCE 6.1 Workers Compensation and Employers' Liability OTIS shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art 8308 — 1.01 et seq. Tex. Rev. Civ. Stat) and minimum limits for Employers' Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from their performance of the work and maintenance of said equipment as listed elsewhere in this contract: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees; 6.2 Commercial General Liability Coverage shall include but not be limited to covering liability (bodily injury or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury, and liability under an insured contract Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. The Commercial General Liability policy, shall have no exclusions by endorsements that would alter of nullify premises/operations, products/completed operations, contractual, personal injury, or Page 2 of 2 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center advertising injury, which are normally contained with the policy, unless the CITY approves such exclusions in writing. 7. INDEMNIFICATION OTIS covenants and agrees to and does hereby indemnify, hold harmless and defend, at its own expense, the CITY, its officers, servants and employees, from and against any and all claims or suits, including but not limited to, Workers' Compensation Act liability, property damage, and/or personal injury, including death, to any and all persons, of whatsoever kind or character, arising out of the negligent acts or omissions, use or occupation of the facilities by OTIS except to the extent caused by the negligence, gross negligence or willful acts or omissions of the CITY. 8. RIGHT OF REVIEW AND AUDIT OTIS agrees that CITY shall, until the expiration of three (3) years after final payment u nder this Contract is made by the CITY to OTIS, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of OTIS involving transactions relating to this Contract on a time and materials basis or to the extent required by law o r City ordinance OTIS agrees that CITY shall have access during normal working hours to all n ecessary OTIS facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. 9. GIFT TO PUBLIC SERVANT 9.1 CITY may terminate this Contract immediately if OTIS has offered, conferred, or agreed to confer any benefit upon a CITY employee or official that the CITY employee or official is prohibited by law from accepting 9.2. For purposes of this section "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. 9 3. Notwithstanding any other legal remedies, CITY may require OTIS to remove any of its employees or subcontractors from the Project who has violated the restrictions of this section or any similar state or federal law, and obtain reimbursement for any expenditures made to OTIS as a result of the improper offer, Contract to confer or conferring of a benefit to a CITY employee or official. 10 TERMINATION 10 1 CITY may terminate this Contract for its own convenience or for cause in the event of a default of this Contract by OTIS, which default is not cured within thirty (30) days after written notice thereof to OTIS, with the understanding that all services being performed under this Contract shall cease upon the date specified in such notice. If the CITY terminates this Contract Page 3of3 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center for convenience pursuant to this Section, the CITY shall pay OTIS for services actually and satisfactorily performed in accordance herewith prior to such termination in accordance with a final statement submitted by OTIS documenting the performance of such work. 10.2 OTIS shall not be entitled to lost or anticipated profits in the event this Contract is terminated as provided for herein or in the event that the CITY, in its sole discretion, decides to terminate this Contract. 10.3 Termination on Default The following shall be deemed events of default by under this Contract: A. OTIS attempts to assign this Contract without the prior written consent of CITY; B. OTIS makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors; or C. A petition under any part of the Federal bankruptcy law, or an action under any present or future solvency law or statute is filed against OTIS and OTIS's operations hereunder are interfered with or adversely affected thereby, or OTIS is adjudicated as bankrupt. Upon notification that the OTIS has declared bankruptcy, the CITY may immediately make other arrangements to provide parking services to its customers until an arrangement is worked out between the CITY and the Court. The OTIS will not share in any of the revenues derived from such temporary arrangements If OTIS defaults in performing any covenant or term of this Contract and does not correct the default within thirty (30) days after receipt of written notice from CITY to OTIS or an additional reasonable period if OTIS is proceeding with diligence to cure the default, CITY may declare this Contract, and all rights and interest created by it, terminated. 10.4 Other Remedies All CITY's rights, options, and remedies under this Contract will be construed to be cumulative, and not one of them is exclusive of the other CITY may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Contract. 10 5 OTIS recognizes that the services provided pursuant to this Contract are vital to the CITY's efforts to provide convenient parking services, that continuity thereof must be maintained at a consistently high level without interruption; that upon expiration or earlier termination of this Contract a successor may continue these services that any successor OTIS shall need phase - in training; and that OTIS must cooperate in order to effect an orderly and efficient transition. OTIS shall cooperate with a smooth seamless transition and have a cooperative approach. There shall be no negative correspondence in OTIS's communications to Licensees or users. Page 4 of 4 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center 11. CITY'S RESPONSIBILITIES CITY shall provide OTIS with all pertinent data, documents, and other requested information as is available for the proper performance of OTIS's services. 12. INFORMATION AND DOCUMENTS All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Contract shall become the property of CITY and CITY may use all or any portion of the work submitted by OTIS and compensated by CITY pursuant to this Contract as CITY deems appropriate. Notwithstanding the foregoing, OTIS reserves all nghts to OTIS's intellectual property, including but not limited to its trade names, trademarks and any and all on -site parking amenities programs (the ` Intellectual Property"), and the parties agree that, upon termination of this Contract for any reason, OTIS shall have the right, at its sole cost and expense, to remove the OTIS's Intellectual Property from the parking facilities, and the CITY shall refrain from all further use of the OTIS's Intellectual Property. 13. CHANGES IN SCOPE OF WORK The CITY shall have the right to order, in writing, changes in the scope of work or the services to be performed. Any changes in the scope of work requested by OTIS must be made in writing and approved by both parties. 14. NONDISCRIMINATION As a condition of this Contract, OTIS covenants that it will take all necessary actions to insure that in connection with any work under this Contract, OTIS its employees and subcontractors, will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race color, religion, national origin age, sex or handicap unrelated to job performance, either directly, indirectly or through Contractual or other arrangements OTIS shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S C A. §12101-12213, as amended In this regard, OTIS shall keep, retain and safeguard all records relating to this Contract or work performed hereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized CITY representatives, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 15. APPLICABLE LAWS 15.1 If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Contract venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Contract shall be construed in accordance with the laws of the State of Texas. 15.2 This Contract shall be construed under the laws of the state of Texas. This Contract has been fully negotiated between the parties and any ambiguity contained herein shall not be construed adversely to either party based upon which party may have written the Contract. Page 5 of 5 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center 16. CONTRACT TRANSFER OR ASSIGNMENT This Contract shall not be assigned, transferred or sublet without, in whole or in part, without the prior written consent of the CITY and any such attempt to assign, transfer or sublet without the written consent of the CITY shall be void. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs executors, administrators successors and, except as otherwise provided in this Contract, their assigns. 17. NOTICES All notices, communications, and reports required or permitted under this Contract shall be personally delivered or sent via certified mail to the respective parties by depositing same in the United States mail, postage prepaid, at the addresses shown below, unless and until either party is otherwise notified in writing by the other party, at the following addresses Mailed notices shall be deemed communicated as of the date of receipt. If intended for CITY, to: Peter Elliott Parking Manager Transportation and Public Works Department City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 If intended for OTIS, to: Diana Bartley General Manager 2516 Gravel Drive, Bldg. 18 Fort Worth, Texas 76118 18. INDEPENDENT OTIS OTIS shall operate hereunder as an independent Contractor and not as an officer, agent, servant, or employee of the CITY. OTIS shall have the exclusive control of, and the exclusive right to, control the work designated to the OTIS to be performed hereunder, and all persons performing the same, and shall be solely responsible for the acts and omissions of .its officers, agents, servants, Contractors, subcontractors and employees. Neither CITY nor OTIS shall be responsible under the Doctrine of Respondeat Superior for the acts and omissions of its officers, agents, servants, Contractors, subcontractors, or employees. It is understood and agreed that the CITY is not involved as a party to any activities that may be carried on by OTIS pursuant to this Contract. OTIS acknowledges itself solely responsible for such activities and for all persons and property involved or used in connection with OTIS s maintenance services Provided however that no provision of this Contract shall operate or be construed as a waiver by either party of any immunity from liability which it has or could be asserted under the doctrine of governmental immunity or any other immunity which it has under law. Page 6of6 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center 19. MISCELLANEOUS PROVISIONS 19.1 In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Contract. 19.2 This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument 19.3 Force Maieure. Timely performance by both parties is essential to this Contract. However, neither party is liable for delays or other failures to perform its obligations under this Contract to the extent the delay or failure is caused by Force Majeure. Force Majeure means fires floods, and other acts of God, explosions, war, terrorist acts, riots, strikes, lockouts, labor disputes, court orders, and, the acts of superior governmental or military authority or other similar incidents outside the control of the parties that renders the performance of this Contract impossible. This relief is not applicable unless the affected party does the following: uses due diligence to remove the effects of the Force Majeure as quickly as practicable; and provides the other party with prompt written notice of the cause and its anticipated effect. The CITY may perform functions itself or Contract them out during periods of Force Majeure. Such performance is not a default or breach of this Contract by the CITY. If the Force Majeure continues more than sixty (60) days, the CITY may terminate this Contract by giving seven (7) days written notice to the OTIS. 19.4 Total Contract. This CONTRACT, together with the Addendums incorporated therein, embodies the complete Contract of the parties hereto, superseding all oral or written previous and contemporary Contracts between the parties and relating to matters in this Contract, and except as otherwise provided herein cannot be modified without written Contract of the parties to be attached to and made a part of this Contract. 19.5 Application of Provisions In any dispute over the meaning or application of any provision of this Contract, this Contract shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Contract. 19.6 No Termination on Bankruptcy. Bankruptcy insolvency, assignment for the benefit of creditors, or the appointment of a receiver will not affect this Contract as long as OTIS and CITY or their respective successors or legal representatives continue to perform all covenants of this Contract. 19.7 Captions and Headings. The captions to the various clauses of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract. 19.8 Governmental Powers. It is understood that by execution of this Contract, the CITY does not waive or surrender any of it governmental powers. 19 9 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the CITY in any fiscal period for any payments due hereunder, CITY will notify Consultant of such occurrence and this Contract shall terminate on the last day of the fiscal Page 7of7 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center period for which appropriations were received without penalty or expense to the CITY or any kind whatsoever, except as to the portions of the payments herein agreed upon which funds shall have been appropriated 19.10 Damages. Under no circumstances shall either party be liable for special, indirect, liquidated or consequential damages of any kind. 20. PUBLIC INFORMATION ACT Consultant understands and acknowledges that the CITY is a public entity under the laws of the State of Texas and as such, all documents held by the CITY are subject to disclosure under Chapter 552 of the Texas Government Code. Consultant shall clearly indicate to the CITY what information it deems proprietary. If the CITY is required to disclose any documents that may reveal any Consultant Proprietary Information to third parties under the Texas Government Code, or by any other legal process, law, rule or judicial order by a court of competent jurisdiction, the CITY will notify Consultant prior to disclosure of such documents, and give Consultant the opportunity to submit reasons for objections to disclosure. The CITY agrees to restrict access to Consultant's information to those persons within its organization who have a need to know for purposes of management of this Contract. The CITY agrees to inform its employees of the obligations under this paragraph and to enforce rules and procedures that will prevent any unauthorized disclosure or transfer of information. The CITY will use its best efforts to secure and protect Company's information in the same manner and to the same degree it protects its own proprietary information; however, the CITY does not guarantee that any information deemed proprietary by Consultant will be protected from public disclosure if release is required by law. The foregoing obligation regarding confidentiality shall remain in effect for a period of three (3) years after the expiration of this Contract. [The Remainder of the Page Intentionally Left Blank] Page 8 of 8 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center IN WITNESS THEREOF, the parties hereto have made and executed this Contract in multiple originals the day and year first above written, in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH: By: Fernando Costa, Assistant CITY Manager APPROVED AS TO FORM AND LEGALITY: Cherl KvByles Assistant CITY Attorney ATTEST: Mary Kayser CITY Secretary Date: �C g 7/o M&Ca None required Page 9 of 9 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center OTIS ELEVATOR COMPANY: By: ZEMA;176.1-ta_ Diana BaLey, General Manager a copo.y o'O0is0 (? peAte 0000 o 7sig r61 0o �a 0 ??,4°4 A40 � 9 hz). ?❑ .1\11' ,J+i\L\ 311 t tit ADDENDUM "A" OTIS PROPOSAL NUMBER' d1x120316125204 Maintenance Proposal For Elevators located at the Western Heritage Parking Garage Will Rogers Memorial Center Parking Facilities Proposal Dated March 16. 2012 Proposal Modified Dated April 16. 2012 jAttached) Page 10 of 10 Otis Maintenance Agreement Western Heritage Parking Garage Will Rogers Memorial Center OTIS DATE: 03/16/2012 modified 4/ 16/2012 TO: City of Fort Worth Transportation and Public Works Dept. 311 W. loth Street Fort Worth, TX 76102 EQUIPMENT LOCATION: WILL ROGERS MEM GARAGE 1400 GENDY ST FORT WORTH, DC 76107 PROPOSAL NUMBER: DLX120316125204 EQUIPMENT DESCRIPTION: Number of Manufacturer Units Four (4) Otis Addendum tt A ll FROM: Otis Elevator Company 2516 Gravel Road Bldg 18 Fort Worth, TX 76118 Cathy Fox Phone: (817) 590-4935 Fax:(817) 284-6342 Equipment Machine Numbers Type Gen2 737427-430 OTIS MAINTENANCE We propose to furnish Otis Maintenance on the equipment ("Units") described above. Otis Maintenance is a full preventive maintenance service intended to protect your investment, extend equipment life, and provide a high level of performance and reliability. OTIS MAINTENANCE MANAGEMENT SYSTEM" We will use the Otis Maintenance Management System' preventive maintenance program to deliver service tailored to your specific building needs, Equipment type, component life, equipment usage, and building environment will be taken into account by the OMMS°l' scheduling system, which will be used to plan maintenance activities in advance. The Units will be provided with devices to monitor equipment usage. We will use OMMS® standard work processes developed and continuously improved by Otis. Under this Contract, we will maintain the Units an the following terms and conditions: PERFORMANCE MAINTENANCE We will maintain the Units using trained personnel directly employed and supervised by us. The maintenance will include inspection, lubrication, adjustment, and, if conditions or usage warrant, repair or replacement of the following parts: ■ Controller parts, selectors and dispatching equipment, relays, solid-state components, transducers, resistors, condensers, power amplifiers, transformers, contacts, leads, dashpots, timing devices, computer and microcomputer devices, steel selector tapes, mechanical and electrical driving equipment, signal lamps, and position indicating equipment. • Door operators, car door hangers, car door contacts, door protective devices, load weighing equipment, car frames, car safety mechanisms, platforms, car and counterweight guide shoes including rollers and gibs, and emergency car lighting. ■ Hoistway door interlocks and hangers, bottom door guides, and auxiliary door closing devices. if Machines, worms, gears, thrust bearings, drive sheaves, drive sheave shaft bearings, brake pulleys, brake coils, contacts, linings, and component parts. Page 1 of 6 ■ Motors, motor generators, motor windings, rotating elements, commutators, brushes, brush holders, and bearings. • Governor components, governor sheaves and shaft assemblies, bearings, contacts, governor jaws, deflector or secondary sheaves, car and counterweight buffers, car and counterweight guide rails, car and counterweight sheave assemblies, top and bottom limit switches, governor tension sheave assemblies, and compensating sheave assemblies. • Pumps, pump motors, operating valves, valve motors, leveling valves, plunger packings, exposed piping, above ground plungers and cylinders, and hydraulic fluid tanks. • Escalator handrails, handrail drive chains, handrail brush guards, handrail guide rollers, alignment devices, steps, step treads, step wheels, step chains, step axle bushings, comb plates, floor plates, tracks, external gearing, and drive chains. ■ Escalator upper drives, upper drive bearings, tension sprocket bearings, upper newel bearings and lower newel bearings, demarcation lights, and comb lights. In addition, we will replace all wire ropes or coated steel belts as often as necessary to maintain an appropriate factor of safety. As conditions, usage, or Code warrants, we will equalize the tension on hoisting ropes, resocket ropes for drum machines, and repair or replace conductor cables and hoistway and machine -room elevator wiring. RELIABILITY PARTS INVENTORY We will during the term of this Contract maintain, either in the elevator machine room or as part of our examiner's mobile inventory, a supply of frequently used replacement parts and lubricants selected by Otis to meet the specific routine requirements of the Units. Any parts replaced under this Contract will be with new parts manufactured or selected by Otis or with parts refurbished to Otis standards. Replacement parts stored in the machine room remain our property until installed in the Units. We will furnish replacement parts in exchange for the parts replaced. We further agree to maintain a supply of routine replacement parts in our local parts warehouse inventory and/or the Otis Service Center, available for express delivery in case of emergencies. MAJOR COMPONENT INVENTORY We will maintain a supply of genuine Otis major components available for emergency replacement in our warehouse inventory. This inventory includes, but is not limited to, generator rotating elements, motor rotating elements, brake magnets, solid-state components, selector tapes, and door operator motors. Major components will be in our warehouse inventory or available from facilities located throughout North America. QUALITY CONTROL We will periodically conduct field audits of our personnel and the Units to maintain quality standards. Otis field engineers will provide technical assistance, technical information, and Code consultation to support our maintenance organization. RESPONSIVENESS 24-HOUR DISPATCHING We will, at your request, provide you with access to e*Service via Otis.com and our OTISLINE 24-hour, year-round dispatching service. In the event a Unit malfunction occurs between regular examinations, you will be able to place a service call on e*Service or through an OTISLINE customer service representative, who will, at your request, dispatch an examiner to perform service, In the event Otis receives an emergency call from the phone in the elevator and a passenger indicates a need for assistance, Otis shall attempt to contact a building representative for an assessment of the situation and authorization to respond to the call. If Otis is unable to reach a building representative, Otis shall respond to the emergency call from the phone in the elevator. The visit will be treated as a Callback. It is your responsibility to have a representative available to receive and respond to OTISLINE calls, COMMUNICATION CUSTOMER REPRESENTATIVE As a service to you, and at your request an Otis representative will be available to discuss with you your elevator needs in the areas of modernization, traffic handling ability, recommendations and requirements of Code authorities, proper use and care of the Units, and the OMMS48) program. There is no additional charge for this consulting service, but by making this service available to you, Otis does not assumes any duty to warn. REPORTS — &SERVICE We will use the OMMS program to record completion of maintenance procedures. We will, at your request, provide you access to e*Service via Otis.com. You will be able to access twelve (12) months of repair, completed maintenance procedure and service call history for the Unit(s). You will be responsible for obtaining Internet access to use e*Service. SAFETY AND ENVIRONMENT Page 2 of 6 SAFETY TESTS — TRACTION ELEVATORS We will periodically examine safety devices and governors of the Units. We will conduct an annual no load test and perform at each fifth year a full load, full speed test of safety mechanisms, overspeed governors, and car and counterweight buffers. If required, the governor will be recalibrated and sealed for proper tripping speed, and elevator car balances will be checked. As required by Code, or once every five years at a minimum, we will measure the coated steel belts for factor of safety using a method approved by the manufacturer. SAFETY TESTS — HYDRAULIC ELEVATORS We will conduct an annual no load test and annual pressure relief valve test. SAFETY TESTS - ROPED HYDRAULIC ELEVATORS We will periodically examine safety devices and governors of the Unit. We will conduct an annual no load test, annual pressure relief valve test, and perform at each fifth year a full load, full speed test of safety mechanisms, overspeed governors, and car buffers. If required, the governor will be recalibrated and sealed for proper tripping speed. FIREFIGHTERS' SERVICE TEST If the equipment has firefighters' service, you assume responsibility for performing and keeping a record of any Code required tests and for the maintenance and functioning of the smoke and/or heat detectors. If during the initial firefighters' service test any elevator firefighters' service is found to be inoperable, the building will be responsible for all of the cost associated with the repairs necessary to bring the unit in compliance with the applicable Codes. SAFETY TRAINING We will instruct our personnel to use appropriate personal protection equipment and follow safe work practices. ENVIRONMENTAL PROTECTION Otis endeavors to reduce generation of waste materials, to minimize risks to the environment, customers, the general public and Otis employees, and to comply with all federal and state environmental laws and regulations. Material Safety Data Sheet (MSDS) Manuals are available for review at your request. You assume responsibility for removal of wastes, including but not limited to hydraulic oil, spoils, asbestos, etc., as it is not part of this Contract. MAINLINE DISCONNECTS You agree to engage a qualified electrician to service at least once annually the elevator mainline disconnects located in the elevator equipment room. WORK SCHEDULE NORMAL HOURS All maintenance procedures and repairs will be performed during our regular working hours of our regular working days for the examiners who perform the service. All lamp and signal replacements will be performed during regular examinations. For purposes of this Contract, a Callback is a response by Otis to a request for service or assistance made (a) by the customer or customer representative, (b) by the building or building representative; (c) by emergency personnel; (d) through the ADA phone line, and/or (e) through REMr' monitoring system, for service or assistance, on an as needed basis, excluding regularly scheduled maintenance. Regular working hours: 8:00 AM — 4:30 PM. Regular working days: Monday — Friday excluding holidays. OVERTIME Callbacks outside of regular working hours will be billed at standard overtime rates. OWNERSHIP AND LICENSES WIRING DIAGRAMS You agree to provide us with current wiring diagrams reflecting all previously made changes for Units covered by this Contract to facilitate proper maintenance of the equipment. We shall maintain the wiring diagrams so that they properly reflect any changes made by Otis to the equipment. These diagrams will remain your property. OT15 SERVICE EQUIPMENT Any counters, meters, tools, remote monitoring devices, or communication devices which we may use or install under this Page 3 of 6 VNB LNIVIN S �, Contract remain our property, solely for the use of Otis employees. Such service equipment is not considered a part of the Units. You grant us the right to store or install such service equipment in your building and to electrically connect it to the Units. You will restrict access to the service equipment to authorized Otis personnel. You agree to keep the software resident in the service equipment in confidence as a trade secret for Otis. You will not permit others to use, access, examine, copy, disclose or disassemble the service equipment or the software resident in the service equipment for any purpose whatsoever. If the service is terminated for any reason, we will be given access to your premises to remove the service equipment, including the resident software, at our expense. OTIS SOFTWARE Software owned by Otis may be embedded in parts or otherwise provided by Otis as part of this maintenance agreement. You have the right to use this software only for operation of the units for which the part was provided. You may also make a backup or archival copy of the software, provided you reproduce the copyright notice and any other legend of ownership on the copy. You may not otherwise copy, display, adapt, modify, distribute, reverse assemble, reverse compile, or otherwise translate the software. You will not transfer possession of the software except as part of a transfer of ownership of the Units and the assumption of the rights and obligations under this agreement by the transferee. NON-OTIS SOFTWARE You retain your rights to any software not provided by Otis contained in the Units and agree to allow Otis to make one backup or archival copy for you. SERVICE TOOLS You are responsible to secure our right to use any special service tools required to maintain your non -Otis equipment. These tools must be provided prior to us beginning maintenance on such equipment. THE UNITS It is agreed that we do not assume possession or control of the Units, that such Units remain yours solely as owner and operator, lessee, or agent of the owner or lessee, and that you are solely responsible for all requirements imposed by any federal, state, or local law, Code, ordinance or regulation. CLARIFICATIONS This Contract does not cover car enclosures (including, but not limited to, wall panels, door panels, car gates, plenum chambers, hung ceilings, lighting, light diffusers, light tubes and bulbs, handrails, mirrors and floor coverings), rail alignment, hoistway enclosures, hoistway gates, hoistway inserts and brackets, mainline disconnect switches, doors, door frames, sills, swing door hinges and closing devices, below ground or unexposed hydraulic cylinders and plungers, buried or unexposed piping, escalator balustrades, escalator lighting or wedge guards. Without affecting our obligation to provide service under this Contract, you agree to permit us to train our personnel on the Units. This Contract does not cover computer and microcomputer devices, such as terminal keyboards and display units, that are not exclusively dedicated to the elevator system. This Contract does not cover telephones installed by others, intercoms, heat sensors, smoke sensors, communications equipment, or safety signaling equipment, or instructions or warnings in connection with use by passengers. We will not be required: (i) to make any tests other than that as specifically set forth herein, (ii) to make any replacements with parts of a different design or type, (iii) to make any changes in the existing design of the Units, (iv) to alter, update, modernize or install new attachments to any Units, whether or not recommended or directed by insurance companies or by governmental authorities, (v) to make repairs or replacements necessitated by failures detected during or due to testing of the Units or buried or unexposed hydraulic cylinders or piping and (vi) to make any replacements, renewals, or repairs necessitated by any obsolete or discontinued part of the Unit(s) or by reason of any cause beyond our control (except ordinary wear and tear) including, but not limited to, fire, explosion, theft, floods, water, weather, earthquake, vandalism, misuse, abuse, mischief, or repairs by others. You assume responsibility for the cost of correcting all Elevator Code violations existing on the date we enter into this Contract. If such Code violations or other outstanding safety violations are not corrected in accordance with this Contract, Otis may with respect to the equipment not meeting Code requirements cancel this Contract without penalty by providing thirty (30) days written notice, . We shall maintain worker's compensation and employers' liability insurance covering our liability for injury or death sustained by our employees, and comprehensive general liability insurance. Page 4 of 6 0 N JZ rn Z 2 0 rn You agree to provide us unrestricted ready and safe access to all areas of the building in which any part of the Units are located, to keep all machine rooms and pit areas free from water, stored materials, and debris, to provide a safe work place for our personnel, to remove and remediate any waste or hazardous materials in accordance with applicable laws and regulations, and to provide a grounded, 3-prong electrical system and proper lighting in the machine rooms and pits. We shall not be obliged to perform until such unsafe condition has been remedied. If any Unit is malfunctioning or is in a dangerous condition, you agree to notify us as soon as possible using the 24-hour OTISLINE°service. Until the problem is corrected, you agree to remove the Unit from service and take all necessary precautions to prevent access or use. You will provide written notice within twenty-four hours after occurrence of any accident in or about the elevator (s) and/or escalator(s) to us and if required by law, to any local authorities. You further agree to preserve replaced parts. Escalator Units are designed only for transporting passengers. For escalator Units, you agree to take all necessary measures to prevent other items from being conveyed, so that features designed to protect passengers and prevent property damage are not damaged. When stationary, escalators are to be properly barricaded and not to be used as steps. You agree to properly post, maintain, and preserve any and all instructions or warnings to passengers in connection with the use of any Units. ALTERATIONS You will not allow others to make alterations, additions, adjustments, or repairs to the equipment. SPECIAL PROVISIONS Overtime Callback Rate: Overtime callbacks covered under this agreement will be billed at $'00/man hour for the premium portion only. This rate will increase annually at a rate of 5% (each January) to coincide with the IUEC rate increases. Annual Price Adiustment: The annual price adjustment will be capped at 4% each year. Otis REM® Maintenance We will provide Otis REM® Maintenance on the applicable units. We will provide a microprocessor system that continuously monitors the Unit(s) on a 24-hour per day, year-round basis. The system will notify our OTISLINE® dispatching center that a Unit is inoperative by sending a message via telephone line. Upon the receipt of such message, we will either notify your on -site representative or initiate the dispatch of our personnel for emergency minor adjustment callback service during regular working hours of our regular working days for the mechanics who perform the service. We will collect data on the equipment condition including, but not limited to, door operation, leveling and whether the operation of a Unit has been interrupted. That information will be used to tailor the Otis Maintenance Management System preventive maintenance program for the Unit(s). You will furnish us at your expense, one (1) outside telephone line to the elevator machine room that allows data calls to and from a toll -free number at our OTISLINEs" dispatching center. The telephone line may be a separate line dedicated to the REM® maintenance equipment or may be an existing line that is shared between another telephone and the REM® maintenance equipment. CONTRACT PRICE AND TERM CONTRACT PRICE One thousand six hundred dollars ($1,600.00) per month, payable annually PRICE ADJUSTMENT The Contract Price will be adjusted on the effective date of any labor rate adjustment under Otis' contract with the International Union of Elevator Constructors (IUEC Contract) to reflect increases or decreases in material and labor costs. A. Material Page 5 of 6 0 las t� asi Yt rn Z 2 0 rn One hundred sixty dollars ( $160.00 ) of the original Contract Price will be increased or decreased by the percent increase or decrease shown by the index of "Producer Commodity Prices for Metals and Metal Products" published by the U. S. Department of Labor, Bureau of Statistics for the price adjustment month compared with the index on 12/01/2011 which was 222.700. B. Labor One thousand four hundred forty dollars ($1,440.00) of the original Contract Price will be increased or decreased by the percent increase or decrease in the straight time hourly labor cost under the IUEC contract on 01/01/2012 which was 64.742. The phrase "straight time hourly labor cost" means the sum of the straight time hourly labor rate plus the hourly cost of fringe benefits paid to elevator examiners in the locality where the equipment is to be maintained. TERM The Commencement Date will be the effective date of the Contract. The effective date of the contract is April 21, 2012. will be for two (2) years beginning on the Commencement Date. The Term of this Contract PAYMENTS Beginning on the Effective Date, payments will be due and payable on or before the first day of the contract year in which the services are rendered beginning on the Commencement Date. The method of payment will be by check. The work shall be performed as outlined in the Contract and this Addendum. Page 6 of 6 ► ► PPi��y P Cam,