HomeMy WebLinkAboutContract CAG-18-077
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AGREEMENT
THIS AGREEMENT ("Agreement")
is made as of the dayof ri , 2018, (the "Effective
Date") by and between the City of Renton, a non-charter code city under RCW 35A, and a
municipal corporation under the laws of the State of Washington ("City"), through its Community
Services Department and ELTEC Systems, LLC ("Contractor"), who are collectively referred to as
the "Parties",to provide Elevator Full Service Maintenance to the Renton City Hall Parking Garage
Elevator, Renton City Hall 1055 South Grady way. City and Contractor agree as set forth below.
1. Scope of Services: Contractor will provide all material and labor necessary to perform all
work described in the Proposal which is attached and fully incorporated into this
Agreement by reference as Attachment "A."
2. Changes in Scope of Services: Renton, without invalidating this Agreement, may order
changes to the Scope of Services consisting of additions, deletions or modifications, the
Agreement Sum being adjusted accordingly by Parties mutual agreement. Such changes
in the work shall be authorized by written Change Order signed by the Parties.
3. Time of Performance: Contractor shall commence performance of the Agreement no later
than 30 calendar days after the Agreement's Effective Date.
4. Term of Agreement/Termination:The Term of this Agreement shall be for 5 years (unless
terminated as set forth below) end at completion of the Scope of Services, no later than
April 2, 2023. This Agreement may be extended to accomplish change orders, revisions or
extensions, upon mutual written amendment by the parties.
Termination:
A. The City reserves the right to terminate this Agreement at any time, with or
without cause by giving thirty(30) calendar days' notice to the Contractor in writing. In the
event of such termination or suspension, all finished or unfinished documents, data,
studies, worksheets, models and reports, or other material prepared by the Contractor
pursuant to this Agreement shall be submitted to the City, if any are required as part of
the Work.
B. In the event this Agreement is terminated by the City, the Contractor shall be
entitled to payment only for all labor and materials actually worked or provided to the
effective date of termination, less all payments previously made. The Contractor is not
entitled to lump sum amounts the unexpired /terminated term of the contract. This
provision shall not prevent the City from seeking any legal remedies it may have for the
violation or nonperformance of any of the provisions of this Agreement and such charges
due to the City shall be deducted from the final payment due the Contractor. No payment
shall be made by the City for any expenses incurred or work done following the effective
date of termination unless authorized in advance in writing by the City.
5. Agreement Sum: This is a time and materials monthly service contract. It is not a lump
sum contract there are no guaranteed minimum amounts due under this contract.
The price for the services provided are (*Monthly Agreement Price ) Four Hundred and
Fifty Dollars ($450.00) per month + Washington State Sales Tax for a total of $495 per
month.
The Monthly Agreement Price will be adjusted annually by no more than 4%per year. The
Monthly Agreement Price shall be increased or decreased by the percentage of increase
or decrease in the then current straight-time hourly rate for Elevator Constructor
Mechanics in the locality where the equipment is maintained as compared with such rate
on January 2018
The straight-time hourly rate for Elevator Constructor Mechanics shall be actual hourly
rate paid to such mechanics, plus pay roll taxes, and fringe benefits which include, but are
not limited to, pensions, vacations, paid holidays, group life insurance, sickness and
accident insurance and hospitalization insurance.
For City budget purposes Eltec will provide written notice to the City no later than
September 1 of the year prior to the rate increase to commence January 1 of the following
year.
This monthly amount may be further adjusted upon written amendment by the parties.
6. Consideration: In exchange for Contractor's performance of the items and responsibilities
identified in the Scope of Services, the City agrees to make payment of the amount
identified as the Agreement Sum. I'
7. Method of Payment: Monthly payments by the City for the Services will only be made I"
after the Services have been performed and a voucher or invoice is submitted in a form
acceptable to Renton. There will be no payments in advance of work. If needed the
payment of the initial 95% will be made in the next pay cycle of the Renton Finance
Department after receipt of such voucher or invoice (pay cycles are bi-weekly) and, the
remaining 5%will be retained for the purpose of completion of the project and fulfillment
of claims and liens. City shall have the right to withhold payment to Contractor for any
work not completed in a satisfactory manner until such time as Contractor modifies such
work so that the same is satisfactory.
8. Hold Harmless: Contractor shall indemnify, defend and hold harmless the City of Renton,
its elected officials, officers, agents, employees and volunteers, from and against any and
all claims, losses or liability, or any portion of the same, including but not limited to
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reasonable attorneys'fees, legal expenses and litigation costs, arising from injury or death
to persons, including injuries, sickness, disease or death of Contractor's own employees,
agents and volunteers, or damage to property caused by Contractor's negligent act or
omission, except for those acts caused by or resulting from a negligent act or omission by
the City and its officers, agents, employees and volunteers.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate...) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
contractor and Renton, its officers, officials, employees and volunteers, Contractor's
liability shall be only to the extent of Contractor's negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Contractor's waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver.
Eltec will only be responsible for consequential damages or disposal of hazardous
materials related to their performance or their subcontractors under this Agreement.
Eltect shall not be shall not be liable for any environmental/ecological reporting, testing,
cleaning, or rehabilitation unless such action is required by Agreement or agreed written
addendum to the Agreement.
The provisions of this section shall survive the expiration or termination of this Agreement.
9. Insurance: Contractor shall secure and maintain:
a. Commercial general liability insurance in the minimum amounts of$1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
b. Professional liability insurance, in the minimum amount of $1,000,000 for each
occurrence, shall also be secured for any professional services being provided to City
that are excluded in the commercial general liability insurance.
c. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
d. It is agreed that on Contractor's commercial general liability policy, the City of Renton
will be named as an Additional Insured on a non-contributory primary basis. Renton's
insurance policies shall not be a source for payment of any Contractor liability.
e. Subject to Renton's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to City before executing the work of this
Agreement.
f. Contractor shall provide City with written notice of any policy cancellation, within two
(2) business days of their receipt of such notice.
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PAGE3OF7
10. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Contractor agrees as follows:
a. Contractor, and Contractor's agents, employees, representatives, and volunteers with
regard to the services performed or to be performed under this Agreement, shall not
discriminate on the basis of race, color, sex, religion, nationality, creed, marital status,
sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of services or any other benefits
under this Agreement, or procurement of materials or supplies.
b. The Contractor will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
c. If Contractor fails to comply with any of this Agreement's non-discrimination
provisions, City shall have the right, at its option, to cancel the Agreement in whole or
in part.
d. Contractor is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws and worker's compensation.
11. Independent Contractor: Contractor's employees, while engaged in the performance of
any of Contractor's services under this Agreement, shall be considered employees of the
Contractor and not employees, agents, representatives of City and as a result, shall not be
entitled to any coverage or benefits from the City of Renton. Contractor's relation to The
City shall be at all times as an independent contractor. Any and all Workman's
Compensation Act claims on behalf of Contractor employees, and any and all claims made
by a third-party as a consequence of any negligent act or omission on the part of
Contractor's employees, while engaged in services provided to be rendered under this
Agreement, shall be the solely Contractor's obligation and responsibility.
12. Prevailing Wage Rates: Contractor must comply with the State of Washington prevailing
wage requirements. Contractor must file an Intent To Pay Prevailing Wage at the
beginning of the project and an Affidavit of Wages Paid at the end of the project with the
Washington State Department of Labor and Industries,
http://www.lni.wa.gov/TradesLicensing/PrevWage/default.asp.
PAGE 4 OF 7
13. Record Keeping and Reporting: Contractor shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Services provided in the
performance of this Agreement. The Contractor agrees to provide access to and copies of
any records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW).
14. Public Records Compliance. To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Contractor shall make a due diligent search
of all records in its possession, including, but not limited to, e-mail, correspondence,
notes, saved telephone messages, recordings, photos, or drawings and provide them to
the City for production. In the event Contractor believes said records need to be protected
from disclosure, it shall, at Contractor's own expense, seek judicial protection. Contractor
shall indemnify, defend, and hold harmless the City for all costs, including attorneys' fees, r,
attendant to any claim or litigation related to a Public Records Act request for which
Contractor has responsive records and for which Contractor has withheld records or
information contained therein, or not provided them to the City in a timely manner.
Contractor shall produce for distribution any and all records responsive to the Public
Records Act request in a timely manner, unless those records are protected by court order.
15. Other Provisions:
a. Administration and Notices. Each individual executing this Agreement on behalf of
The City and Contractor represents and warrants that such individuals are duly
authorized to execute and deliver this Agreement on behalf of The City or Contractor.
Any notices required to be given by the Parties shall be delivered at the addresses set
forth below. Any notices may be delivered personally to the addressee of the notice
or may be deposited in the United States mail, postage prepaid, to the address set
forth below. Any notice so posted in the United States mail shall be deemed received
three(3)calendar days after the date of mailing. This Agreement shall be administered
by and any notices should be sent to the undersigned individuals or their designees.
b. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
c. Assignment and Subcontract. Contractor shall not assign or subcontract any portion
of this Agreement without the City of Renton's prior express written consent.
d. Compliance with Laws. Contractor and all of the Contractor's employees shall perform
the services in accordance with all applicable federal,state,county and city laws,codes
and ordinances. A copy of this language must be made a part of any contractor or
subcontractor agreement.
e. Conflicts. In the event of any inconsistencies between contractor proposals and this
contract, the terms of this contract shall prevail.
PAGE 5 OF 7
f. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington.
g. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
h. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor.
i. Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
j. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
k. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
I. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either The City or Contractor from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
m. City of Renton Business License:The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good
standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://www.rentonwa.gov/cros/One.aspx?portalld=7922741&pageld=9824882
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/doing-business/register-my-business
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of
Effective Date.
CITY OF RENTON CONTRACTOR
PAGE 6 OF 7
Ij
.� ?gel- Tette fsoH
Kelly Beymleee0e/
Adm� strator ELTECH Systems, LLC
1055 South Grady Way 2025 1st Avenue, Suite 790
Renton, Washington 98057 Seattle, WA 98121
07//F 4/16/18
Date Date
Attest
Attes•
Jaso [R: move sect••n if Mayor not •igning]
Rent•1117 -
1.
Date
Approved as to Legal Form
Shane Moloney Jason S•th
Renton City Attorney Rento City Clerk
Date Dater
Non Standard CLB 03/29/18
PAGE7OF7
11
CITY OF RENTON COMMUNITY SERVICES DEPARTMENT
City Of Renton
SCOPE OF SERVICES
ATTACHMENT A
EL-TeZ Exhibit A
SERVICE 0 DEFINED
ELEVATOR FULL MAINTENANCE AGREEMENT FM (8)
Purchaser: Jeff Minisci
Renton City Hall
1055 South Grady Way
Renton,WA 98055
Hereinafter referred to as"Purchaser","you", and"your"
By: ELTEC Systems, LLC
2025 1st Avenue, Suite 790
Seattle,WA 98121
T 206.405.3371 F 206.405.3372 www.eltec.cc
Hereinafter referred to as"Eltec","Company", "we","us"and"our"
ELTEC agrees to service the elevator equipment described herein on the following terms and conditions, in purchaser's
building located at:
Renton City Hall Parking Gararage
1055 S Grady Way
Renton, WA 98055
EQUIPMENT DESCRIPTION
Manufacturer Type of Unit Name of Unit Unit ID Number Number of Stops Capacity
VMI Hydro 1 #5 Conv#13854 2 2500
li
ELEVATOR FULL MAINTENANCE CONTRACT Page 1 of 5
}
ELTLL
SEF2 VICE 0 DEFINED :
COMPANY'S SCOPE OF WORK
Under this contract the Company will maintain the elevator equipment herein described on the following terms and conditions:
The Company will use skilled,trained personnel,supervised and directly employed by us and use reasonable care to see that
the equipment is maintained as set forth herein. The Company will regularly and systematically examine,adjust, lubricate, and if
conditions warrant, unless specifically excluded under the exclusions paragraph, repair or replace the:
Machine:including worm,gear,thrust bearings,drive sheave, sheave shaft bearings,brake coil, brake linings and components.
Pump Unit: including pump,V belts,strainers,silencers,springs and gaskets.
Jack Unit: including plunger,guide bearing, packing and packing gland.
Controller:including relays, resistors, contacts, coils, leads,transformers,fuses,timing devices and solid state components.
Valves:including relief valve, pilot,lowering, leveling and checking valves;or any of the parts thereof.
Dispatching Equipment: including relays, resistors,contacts,coils, leads,fuses,transformers,timing devices, and solid state com-
ponents.
Selector:including electrical or mechanical drive components,cams,contacts,relays, resistors, leads,transformers and solid state
components.
Governor:including sheave, bearings, shafts,contacts and governor jaws.
Car: including power door operator door protective devices,car door hangers, car door contact, load weighing equipment,car safety
devices, car guide shoes,and subftoonng.
Hoistway: including deflector sheave, secondary sheaves, buffers,governor tension assemblies, limit switches,compensating
sheave assemblies, compensating chain or cables,traveling cables,hoistway and machine room wiring, hoistway door interlocks,
hoistway door hangers and gibs and auxiliary closer.
Accessory Equipment:including all accessory elevator equipment installed prior to commencement of this contract unless accepted
in the exclusions paragraph.
Fixtures:car and hall button stations master indicator control panels, all signal fixtures including contacts, buttons key switches and
locks. Lamps and sockets will be replaced during regular examinations only,or will otherwise be subject to separate billing.
Furnish lubricants:compounded to specifications and selected to give the best performance.
Furnish and maintain:hydraulic fluid at proper operating level.
Wire ropes: will be renewed as often as necessary to maintain an adequate factor of safety and equalize the tension on all hoisting
ropes.
Motor&Motor Generator:We will maintain the motors and generators on traction elevators under the MCP program guidelines.
However repair or replacement of these items are excluded.
ELEVATOR FULL MAINTENANCE CONTRACT Page 2 of 5
SERVICE 0 DEFINED
PRORATIONS:(SCHEDULE OF PARTS TO BE PRORATED(NONE-UNLESS OTHERWISE INDICATED)
The items listed on the schedule below show considerable wear and will have to be replaced in the near future. To provide
you with the maximum service from these items,the Company is accepting them in their present condition with the
understanding that you a•ree to pay, in addition to the base amount of this •roposal, an extra price at the time the items
listed are first replaced. -- •- - - - . ---• . . . . . •. .•- . . . . -
PURCHASER'S RESPONSIBILITIES
• Possession or control of the equipment shall remain exclusively yours as owner, lessee,possessor or custodian.
• Your responsibility includes, but is not limited to, instructing or warning passengers in the proper use of the equipment,
taking the equipment out of service when it becomes unsafe or operates in a manner that might cause injury to a user,
promptly reporting to us any accidents or any condition which may need attention and maintaining surveillance of the
equipment for such purposes.
• You will provide us unrestricted access to the equipment, and a safe workplace for our employees.
• You will keep the pits and machine rooms clear and free of water and trash and not permit them to be used for storage;
and provide supply power of proper voltage and free of aberrations.
• You agree that you will not permit others to make changes, adjustments,tests,additions, repairs or replacements to the
equipment.
• You will provide us with wiring diagrams,operation and maintenance manuals and any other original manufacturer
• information and equipment necessary to maintain the machinery.
• You will ensure that machine rooms are properly ventilated,and humidity and temperature controlled in the 55°F range
mandated by the ASME 17.1 Handbook.
ELEVATOR TELEPHONE MONITERING
This agreement includes 24/7 elevator telephone monitoring by our service call center and is included in the monthly price of
this agreement.
HOURS OF SERVICE(FM8)
All work will be performed during the regular working hours of the regular working days of the elevator trade, unless
otherwise specified.The Company will include all repairs (listed within the scope)emergency minor adjustments and call
back service during the regular working hours of the elevator trade. Callbacks outside these hours will be billed at our regular
billing rates,in addition to the contract base price.
TESTING
ELTEC will test your equipment in accordance the periodic testing requirements as outlined in the American National Safety
Code for Elevators and Escalators ASME A 17.1, however our testing responsibilities do not include fees or changes
imposed by local authorities in conjunction with inspecting, licensing,or testing the equipment,changes in the testing
requirements after the initial start date of this agreement,or any other testing obligations,other than as specifically set forth
above.Since these tests may expose the equipment to strains well in excess of those experienced during normal operation,
ELTEC will not be responsible for any damage to the equipment or property,or any injury to or catastrophic event,resulting
from or arising out of the performance of these tests.
5 year rupture valve testing is not included as part of this agreement.
ELEVATOR FULL MAINTENANCE CONTRACT Page 3 of 5
E ,
SEP ViCE 0 DEFINE°
SPECIAL PROVISIONS
SPECIAL PROVISIONS
COMPENSATION
COMPENSATION
•- ::,- : •- -- •„• . . •: -- -'• •. :• :. -. •: •- •-• .-: I e e e ee: . ',• -I.e I :- -:• -, : .-
, . -•-: :- .,. - .. - . , :. .: - :..--- , '• .: .•:,-, .::• -,-•: : •- •- :* -.
PRICE ADJUSTMENTS
20-1-8
ACCEPTANCE
Accepted-By-: I:Imposed-By,: PeteF-Tellefsep
Address: ELTEC Agent:
• ..-: •: . :-- : . .. . -,,., .
Authorized-Agent: Titlei Sales
Titic: Date:
13ete!
ELEVATOR FULL MAINTENANCE CONTRACT Page 4 of 5
EL
TIMM
SERVICE 0 DEFINED
TERMS AND CONDITIONS
The Company shall not be held responsible or liable for any loss,damage,detention,or delay caused by accidents strikes,lockouts,fire, ;
floods,acts of civil or military authorities,or by insurrection or not,or by any other cause which is beyond its reasonable control. I441G-event shall
the Company be liable viGi er for eissegdenal damages -i of hazardous Ne-work,service of Balen-the
part- other ef
mentioned
hens, is � iee
repelling,testing -dictated any agency or-party ter-nay reason.-
action-is required the Company fly
ectrurchaser's equipment,as is any other electromechanical equipment,is subject to wear and tear,deterioration and malfunction through use,
abuse,wear,contamination and other forces beyond the control of Company. V�fhile this agreement is designed to reduce the wear and prolong
the useful life of such equipment,Company makes no representation that such equipment will not break down or malfunction,and Purchaser
Company a �i ed on sash event er astiensa� �de The s,amend Will indemnify,ter-ddefend,save harmless 'attorney%feesan
rests;for death or bodily injury to persons or for injgry to arising out ef-er connected with-the liabilityelevator.induding this indemnity
Will-1:19t extend to any-less;damage er expense arising mit—el—the'cele negligence ewvilifal misconduct of Sempany er-its employees while-at the
Purchaser's site:
At any time the Company's serviceman is servicing the equipment the Company is asserting ossession and control onlyover the specific
component beingserviced at any given moment,and-possession and control of the remainder of the equipment shall remain with the Purchaser.
The Company,sall not be responsible for any situation that may occur that cannot be revealed byhordinary,visual inspections while Company is at
Purchaser's site.In the event thelPurchaser fails to give the Company immediate verbal and confirming written notice within twenty-four hours of
any accident,alteration or change affecting the equipment;fails to immediately discontinue use of the equipment known or suspected to be faulty;
or fails to maintain surveillance of the equipment in order to detect faulty operation,then Purchaser will be held responsible for any and all damag-
es injuries and liability as a result of said filure. Thisnotice requirement is to be strictly construed and any failure to comply with this requirement
will serve to hold the Purchaser and its insurer liable or anyand all damages or injuries that result therefrom.
In the event Companygives Purchaser notice of,or Purhaser fails to have any unsafe conditions corrected,Com an shall have no further
obligation to perform uner this contract andsuch failure to correct shall be deemed a material breach of this contract by Purchaser.
Inn-the event of-sale;lease er-ether#1.nsfer of the elevators er-ether equipment described herein,erre in which they are-located,
era change In-theparty,the Purchaser agrees to transferee or alternate aware and
assumes and at�re_ the terms hereof Per the balancesf the contract term and as herein ,or other-
wise
sole d�scretion�termiinate�� irekis�ofera- provided however, who seany-such then �ritser
ct
price is a unit amount far the-entire contract period�interest and escalatioonn atime djustments.thirty po)flay;_whams
payments are only notice '
eenvenrence.
In-the-event of breach ef-this contract,including the-failureby Purchaser to the-prace when-due,the Company may-at Its-option declare all
thedue er-te become due under this centrad for the unexpired term of the e�immediately due and payable,and Purchaser that
CoAapany' from any kirther elutions to perform Any ironies due shall-bear interest at-the maximum rate allowed law—In-
#e�rest-whea nett=eernpeund where by-laws In the event legal OF other action-is instituted by-the Company to collect money
due Geste
incurred-by it with in�with hs shall be
lawsuit-iseall third-party
In the nt of actua or acollection atteme0 fees lleged default
byG�any,Purchaser shall give Company a-ten-day written notice and if Company fails-te cure-Of eemmence action to-sure within such posed,
may,upon an additional three tae written r� w
notice _terminate this agreement
Vsputes w resolved to-the maximum extent possible by negotiations. Ifs disputa-is net-settled;then any controversy or claim
arising out of-er relating to-this contract shall be-settled in am reith Commercial Arbitration rules of the American Arbitration Associa-
tion;and ItidgfA91#LPN the-award may be entered ineeurt having jurisdiction thereof. In-Gases-of monetary disputes,the parties shall each
make their" final°offers and the Arbitrater(s)shell elect either one erthe-ether of-die-offers without proration, The nen-prevailing pity
shall-pay the Arbitrater(s)fees During the e�� of such dispute,Purchaser will-pay sums or if same-be in dispUte
such-reasonable value as-would be te-the work and the final value disputed amounts if the dispute
is ruled in�faver��Vis)are-net-se decided in shall remit-back any
excess sums Purehacers aaeceptance is in the ferny era er-other kind-of decurrent,the previsions,terms
and conditions of this Agreement shall govern in-R, -event of conflict,
EXCLUSIONS
The following items are not induded in this contract:maintaining,refinishing,repairing or replacement of any components of the elevator cab,its
floor,floor covering ,sills,handrails,ceiling,etc.;the hoistway enclosures,doors,frames and sills or other portions of the equipment subject to
public abuse;guide rails hydraulic cylinders casings,hydraulic piping,cathodic protection systems;replacement of any light bulbs,fluorescent
tubes and associated fixtures used for cab illumination;batteries for emergency lighting any power units or components installed or connected for
emergency standby power use;main line power switches,equipment failures and/or outages due to power loss or power fluctuations,breakers
and feeders to control equipment;or obsolete equipment which is no longer re ularf available through normal supply sources. If the original
equipment was not manufacturedor installed by,Companyy,or was provided by-Purchaser(such as,Out not limited to:alarm,security,intercom or
other systems,any problems with design matenal or workmanship are specifically excluded from coverage under this agreement. If the elevators
are equipped with a fireman's control feature;the Company will not be responsible for the maintenance or functioning of the smoke and/or heat
detectors/sensors. Past due testis at time of contract start date.Repair charges for all excluded items will be invoiced at our regular billing rates
including all applicable,expenses.Repairs or renewals necessitated by ordinary wear and tear only shall apply to this contract,and the Com-
pany shall notpbe required to make adjustments,repairs or renewals necessitated by reason of negligence on the part of others,misuse of the
equipment,environmental conditions including leakage,or by reason of any other cause beyond tffie Company's control.Company is not required
to make repairs to any covered or non-covered(exclusions)item that has been damaged due to the failure of a covered item listed within the
Companies scope(i.e.consequential damage).In the even tests are required by con Tact,Purchaser understands that the tests impose upon the
equipment greater strains than those arisingfrom normal operation. Therefore,it is agreed that in making such tests,the Company shall not be
lile for leakage,loss,damage,injury or dstruction of persons or property except those of the Company,because of the action or failure of any
of these devices. If repairs are necessary before or after such tests to meet'code or performance requirements,such work shall be considered as
an extra to this contract and payable as a separate order. The Company is not obligated to install new attachments on the elevator make new or
different tests or do other things not required by governmental regulations in effect on the date this contract was first entered into whether or not
recommended or directed by insurance companies or by governmental authorities,nor make any replacements with parts of a different design
unless agreed to separately in writing.
ELEVATOR FULL MAINTENANCE CONTRACT Page 5 of 5