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HomeMy WebLinkAbout250572 SCHINDLER ELEVATOR CORP - CONTRACT - RFP - 7540 ELEVATOR MAINTENANCE & REPAIRu DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and SCHINDLER ELEVATOR CORPORATION, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of six (6) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence December 20, 2013, and shall continue in full force and effect, until December 21, 2014, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Services Agreement 7540 Elevator Maintenance Page 1 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 EXHIBIT A SCOPE OF WORK Equipment Description Qty Mfg Equipment App. Description Openings Capacity Speed 1 Schindler Gearless Passenger Schindler 2F/2R 2500 150 3300 Location: Lincoln Center 417 W Magnolia St Fort Collins, CO 80521 PREVENTIVE MAINTENANCE SERVICE: • Our preventive maintenance program performed in accordance with a maintenance schedule specific to your equipment • Examine, lubricate, adjust, and repair/replace covered components • Prompt callback coverage • Safety testing • Customer friendly and responsive communications PREVENTIVE MAINTENANCE PROGRAM: Our Preventive Maintenance Program, as described in this agreement will be performed in accordance with a maintenance schedule specific to your equipment. A Schindler technician will be assigned to you, and back up technicians are available as required to give you prompt service as required at all times. A Schindler account representative will be assigned to you, and will be your primary contact for communications regarding your agreement. Also available to you is our extensive technical support and parts inventory, at the site as needed, and local warehouses and our national Service Distribution Center available for express delivery in emergencies. EXAMINE, LUBRICATE, ADJUST, AND REPAIR/REPLACE COVERED COMPONENTS: We will on a periodic basis examine, lubricate, adjust, and as needed repair or replace the Covered Components listed below. TRACTION ELEVATORS: Basic components: Selector motors; brake: pads, lining, disks or shoes, magnet coils, brushes & commutators, controller components: resistors, timers, fuses, overloads, minor contacts, wiring, coils; functional components of car and corridor operating stations; hangers and tracks, door operating devices, door gibs, guide shoes, rollers, traveling cables, signal lamps (replacement during regular visits only), interlocks, door closers, buffers, overspeed governors, car and counterweight safeties, alarm bells, switches, and door protection devices. Major components: Hoist motors, hoist ropes, suspension traction media, bearings for machine and sheaves, machine brake, motor generators, PC boards, sheave & sheave assemblies, solid state devices, compensation ropes and chains, and contactors. Schindler assume no responsibility for the following items: hoistway door hinges, panels, Services Agreement 7540 Elevator Maintenance Page 10 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 frames, gates and sills; cabs and cab flooring; cab doors, gates and removable cab panels; cab mirrors and handrails; power switches, fuses and feeders to controllers; emergency cab lighting; light fixtures and lamps; cover plates for signal fixtures and operating stations; card readers or other access control devices; smoke/fire alarms and detectors; pit pumps and alarms; cleaning of cab interiors and exposed sills; plungers, pistons, casings and cylinders; automatic ejection systems; all piping and connections except that portion which is exposed in the machine room and hoistway, guide rails; tank; emergency power generators, telephone service, communication devices; disposal of used oil, intercom or music systems; ventilators, _air conditioners or heaters; adverse elevator operation as a result of machine room temperatures (including temperature variations below 60 degrees Fahrenheit and above 90 degrees Fahrenheit); media displays; computer consoles or keyboards; fireman's phones; exterior panels, skirt and deck panels, balustrades, relamping of illuminated balustrades; attachments .to skirts, decking or balustrades; moving walk belts; pallets; steps; skirt brushes; sideplate devices; any batteries associated with the equipment, obsolete items, (defined as parts, components or equipment either 20 or more years from original installation, or no longer available from the original equipment manufacturer or an industry parts supplier, replaceable only by refabrication.) In the event that safety testing is performed by us at the start of the Agreement, and we find that critical safety components, such as the governor and/or safeties for traction equipment, and/or valves on hydraulic equipment, are not operating correctly, therefore resulting in unsafe conditions, you will be responsible to authorize the necessary repairs/replacements of this equipment, at your expense. CLEANING: We will periodically clean the machine room, car top, and pit of debris related to our work in these areas. TESTING OF SAFETY DEVICES: Equipment Test Frequency Gearless No Load Annually Gearless Full Load Every 5 years 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. CUSTOMER FRIENDLY AND RESPONSIVE COMMUNICATIONS: Service dispatching will take place through our Schindler Customer Service Network (SCSN), which is staffed by qualified Schindler personnel, 24 /7. You will be provided with a customer identification number, which must be referenced when a call is placed for your facility. Our dispatchers will have access to your building's service call records, and will promptly relay the details of your call to the assigned technician. Your cab telephone will be directly programmed to dial SCSN. You will also have access to Schindler SCORE CARDTm, through Schindler's website, which gives you instant access to the performance history of your equipment covered by this Agreement. Services Agreement 7540 Elevator Maintenance Pagel 1 of 17 DocuSign Envelope ID: ED1 EA784-BBF6-4B24-AC19-68DD1 EB98076 ADDITIONAL COVERAGES: We will remotely monitor (if applicable) those functions of the Equipment described above which are remote monitoring capable. Our remote monitoring system ("SRM") will automatically notify us if any monitored component or function is operating outside established parameters. We will then communicate with you to schedule appropriate service calls. Monitoring will be performed on a 24 hour, 7 day basis and will communicate toll free with our Customer Service Network using dedicated elevator telephone service. The operation and monitoring of SRM is contingent upon availability and maintenance of dedicated elevator telephone service. You have the responsibility to install, maintain and pay for such telephone service, and to notify us at any time of any interruption of such telephone service. If requested, you will provide the proper wiring diagrams for the equipment covered. These diagrams will remain your property, and will be maintained by Schindler for use in troubleshooting and servicing the equipment. CALLBACK RESPONSE TIME: We will respond to callbacks during regular working hours within an average of 4 hours of notification, and during overtime hours within an average of 6 hours of notification, unless we are prevented from doing so by causes beyond our control. HOURS OF SERVICE: We will perform the services during our regular working hours of regular working days, excluding elevator trade holidays. The services include callbacks for emergency minor adjustment callbacks during regular working hours, including all calls received prior to 3:30 p.m. local time. If you authorize callbacks outside regular working hours, you will pay us at our standard billing rates, plus materials not covered by contract, expenses and travel. All other work outside the services will be billed at our standard billing rates. A request for service will be considered an "emergency minor adjustment callback" if it is to correct a malfunction or adjust the equipment and requires immediate attention and is not caused by misuse, abuse or other factors beyond our control. The term does not include any correction or adjustment that requires more than one technician or more than two hours to complete. SERVICE PROVIDER TO: A. Provide experienced and certified maintenance and repair, on all elevators specified, as set out in specific work orders. B. Carry insurance levels as indicated in attached Service Agreement. C. Clean up the job site at the end of each service or repair. D. Obtain any needed permits for maintenance or repair work and conform to any State or Federal requirements related to elevator services and inspections. E. Maintain a local telephone number, or 800 number, and must be able to be contacted by telephone twenty-four hours each day; and by FAX transmission during prescribed business hours. F. Conduct evaluations of equipment performance, including car speed, door operation, riding quality, car leveling, and overall system operation. These evaluations will be conducted during a regularly scheduled maintenance visit with the results of the evaluations documented and reported to the appropriate City Representative. Services Agreement 7540 Elevator Maintenance Page 12 of 17 Docusign Envelope lD:ED1EA784-BBF6-4B24-AC19-68DD1EB98076 WORK ORDER AND INVOICING PROCEDURE: A. A signed work order is the Service Provider's notice to proceed. The Service Provider will perform no work without a duly executed work order except in an emergency situation. (emergencies are determined by the appropriate City Representative) B. The City Representative will issue a work order for all maintenance services annually, or separately, for each maintenance service, at his discretion. C. The City Representative will issue a work order for repair work on an individual occurrence basis. The City Representative may issue a field directive verbally for emergency work only. Such a field directive will be followed up with an appropriate work order at the earliest convenient time within the following seven (7) day period. D. Job estimates for repair not covered under a maintenance agreement must be submitted on a unit price basis consistent with the prices set forth in the Elevator Maintenance and Repair Service Agreement and any subsequent price adjustments to that agreement. Estimates must include all labor rates, trip charges and other fees described in detail. E. Vendor will invoice for all repair jobs completed on a unit price basis consistent with the j prices set forth in the Elevator Maintenance and Repair Service Agreement and any subsequent price adjustments to that agreement. Proof of parts and material costs, if any, including appropriate markup, must be included with contractor invoices. Invoices must include all labor rates, trip charges and other fees described in detail. F. Invoices shall include the following information when appropriate to the service rendered: 1. Name of City Representative requesting service 2. Facility name and address 3. Make, model, serial number of equipment 4. Reported problem, if any 5. Description of performance 6. Diagnosis of trouble, if any 7. Probable cause of malfunction, if any 8. Corrective action necessary 9. Listing of materials used (if any) including: a. proof of parts and material costs (if any), including markup b. make, model, serial number (if applicable ) of parts replaced c. indicate if part is under warranty d. warranty expiration date 10. Arrival time at Facility 11. Departure time from Facility Services Agreement 7540 Elevator Maintenance Page 13 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 12. Serviceman (Technicians') signature 13. Emergency Services only a. - date and time call was dispatched b. - regular hours c. -overtime hours d. - other charges and fees, detailed RECORDS AND REPORTS: A. The Service Provider shall inventory all equipment applicable to each building elevator and keep records, available to Customer, of maintenance and repairs for each elevator. B. Report of Maintenance Inspection Service: Service Provider will provide the City with a written summary of actions taken, deficiencies noted, and recommended corrective action as a result of the maintenance inspections. The report shall be in adequate detail to enable the City to determine the condition of the equipment and whether or not additional servicing of the equipment may be required. MATERIALS AND SUPPLIES: The Contractor shall furnish, at no additional cost to the City, all oil, grease, tools, and any other materials and supplies needed for maintenance services. REPLACEMENT PARTS: All replacement parts shall be equal to or better than new factory replacement components. DEFICIENCIES OBSERVED DURING MAINTENANCE SERVICE: A. During maintenance service, any problem observed, needing repairs, should be reported immediately to the City Representative. The City Representative will advise whether to make the repairs at that time. B. At no time shall the Service Provider do additional work above and beyond the inspection and maintenance service without the approval of the City Representative. C. The City Representative may require a cost estimate before approving additional work. Services Agreement 7540 Elevator Maintenance Page 14 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 Work Order Form WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND SCHINDLER ELEVATOR CORPORATION DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: User Acceptance Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. Professional By: Date: The attached forms consisting of _ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. City of Fort Collins By: Date: By: Director of Purchasing and Risk Management (over $60,000.00) Date: Services Agreement 7540 Elevator Maintenance Page 15 of 17 DocuSign Envelope ID: ED1 EA784-BBF6-4B24-AC19-68DD1 EB98076 EXHIBIT B INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Services Agreement 7540 Elevator Maintenance Page 16 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City') pursuant to this Agreement (the "Agreement"), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but .not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City's remedies at law for a breach of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Services Agreement 7540 Elevator Maintenance Page 17 of 17 A`ORO® CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 02/OS/20 4' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME Willis of New York, Inc. c/o 26 Century Blvd. P. O. Box 305191 PHONE FAX r 877-945-7378 888-467-2378 E-MAIL certificates@willis.com INSURERS AFFORDING COVERAGE NAIC# Nashville, IN 37230-5191 INSURERA: Zurich American Insurance Company 16535-003 INSURED Schindler Elevator Corporation INSURERS American Zurich Insurance Company 90142-001 INSURER C. P.O. Box 1935 20 Whippany Road Morristown, NJ 07962-1935 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER' 21. 11 99n4 REVISION NUMBER'see Remarks THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 7ypE OFINSURANCE DD' SUB POLICYNUMBER POLICYEFF POLICY EXP LIMITS A GENERAL LIABILITY Y Y GL0644543524 1/1/2014 I/l/2015 EACHOCCURRENCE $ 2,000,000 DAMAGE TORENTED ) $ 1 000 000 X COMMERCIAL GENERAL LIABILITY CLAIMS-MADELxl OCCUR MED EXP(Any one person) $ 10, 000 PERSONAL S ADV INJURY S 2,000,000 X Contractual Liability GENERALAGGREGATE $ 51 000,000 GEN'LAGGREGATELIMITAPPLIES PER: PRODUCTS-COMP/OPAGG S 5 000 000 X POLICY PRO- LOC $ A AUTOMOBILE LIABILITY Y Y BAP644543624 1/1/2014 1 1 2015 / / COMBINED SINGLE LIMIT (Ea accident) $ 5, 000,000 BODILY INJURY(Per person) S X ANY AUTO SCHEDULED X AUTOS AUTOS BODILY INJURY(Per accident) $ HXALLOWNED HIREDAUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident) $ $ i I UMBRELLA LIAB OCCUR EACHOCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEC(RETENTION$ $ A WORKERS COMPENSATION Y WC644543825 1/1/2014 1/1/2015 X CSTATU- OTH- FIR B AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? 'Mandatory in NH) f yes, describe under DESCRIPTION OF OPERATIONS below NIA Y WC666818723 1/1/2014 1/l/2015 E.L. EACH ACCIDENT $ 5, 000,000 E.L. DISEASE - EA EMPLOYEE S 5, 000, 000 E.L. DISEASE -POLICY LIMIT S 5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIO14S /VEHICLES (Attach Acord 101, Addilonal Remarks Schedule, if more space is required) THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED: 12/7/2013 WITH ID: 20797631 SEC5230 - CONT#•42-12660 THE INSURANCE COVERAGE REFERENCED FOR THE ADDITIONAL INSURED(S), PER POLICY FORM AND WRITTEN CONTRACT, IS PRIMARY AND NON-CONTRIBUTORY. City of Fort Collins Fort Collins CO 80522. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOR( D R ESENT E City of Fort Collins P.O. Box 580 Fort Collins, CO 80522 Coll:4330034 Tpl:1738007 Cert:21119904 © 88-2010ACORDCORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered mark of ACORD AGENCY CUSTOMER ID: LOCK: A� ADDITIONAL REMARKS SCHEDULE Page-2—of AGENCY NAMED INSURED Schindler Elevator Corporation Willis of New York, Inc. P.O. Box 1935 20 Whippany Road POLICY NUMBER Morristown, NJ 07962-1935 See First Page CARRIER NAIC CODE EFFECTIVE DATE: See F1r5t Pa e See F1rSt Pa a ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE To the extent required by written contract, the following is named as Additional Insured: City of Fort Collins. See Attached Additional Insured Endorsements. Waiver of Subrogation is provided on the referenced policies to the extent required by written contract and where permitted by law. ACORD 101(2008/01) Coll:4330034 Tp1:1"/38UU"/ Cert:L11177U4 VLUVO A, Vmui Vmrvnr. I iVrv. ran nynlo seam Vuu. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: ED1 EA784-BBF6-4B24-ACC 9-68DDl EB98076 Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. The Service Provider shall not be liable for damage or delay caused directly or indirectly by embargoes, strikes, lockouts, work interruption or other labor dispute, fire, theft, floods, epidemic or pandemic. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least thirty (30) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Schindler Elevator Corporation City of Fort Collins City of Fort Collins Attn: Gary Maloncon Attn: Bruce Byrne Attn: Purchasing Dept. 6950 West Jefferson, Suite 210 PO Box 580 PO Box 580 Lakewood, CO 80235-2334 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, not to exceed Three Hundred Fifteen Dollars ($315.00) per month. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. Services Agreement 7540 Elevator Maintenance Page 2 of 17 POLICY NUMBER: GL0644543524 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): I Location(s) Of Covered Operations As required by Written Contract. As required by Written Contract. Ilnformation required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or . 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the Injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. CG 2010 04 13 © Insurance Services Office, Inc. 2012 Page t of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. CG 2010 04 13 © Insurance Services Office, Inc. 2012 Page 2 of 2 POLICY NUMBER: BAP644543624 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. 1 /1 /2014 Named Insured: Schindler Elevator Corporation Countersigned By: SCHEDULE w Re Name of Person(s) or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON• CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXCUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. (If no entry appears above, Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section 11 of the Coverage Form. Other Insurance Amendment — Primary And Ikon -Contributory Policy No. Exp. Date of Pol. Eff. Date of Encl. Agency No. Add1, Prem. RelLlrn Prem. GLO644543524 01/01/2015 01/01/2014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Schindler Elevator Corporation Address (including ZIP Code): P.O. Box 1935, 20 Whippany Road, Morristown, NJ 07962-1935 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part SECTION IV. COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, is amended per the following: I. The following paragraph is added under a. Primary Insurance: This insurance is primary insurance as respects our coverage to an additional insured person or organiza- tion, where the written contract or written agreement requires that this insurance be primary and non- contributory. In that event, we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. 2. The following paragraph is added under b. Excess Insurance: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an addi- tional insured, in which the additional insured on our policy is also covered as an additional insured by at- tachment of an endorsement to another policy providing coverage for the same 'occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insurred on such other policy and where our policy is required by written contract or written agreement to provide cov- erage to the additional insured on a primary and non-contributory basis. Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as written. U-GL-1327-A CW (3/2007) Page I of I Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add']. Prem Return Prem. GLO644543524 1/1/2014 1/1/2015 1/1/2014 $ THIS ENDORSEMENT CHANGh,S TI IE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from oth- ers, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. C'ounrersiened: (AuthOrized Representative) U-GL-925-B CW (12/01) Page I of I f-OAZURICKAMERICAN INSURANCE GROUP Waiver Of Transfer Of Rights Of Recovery Against Others To Us THIS ENDOI POLICY NO. EFF. DATE OF POL. EXP. DATE OF POL. BAP649543624 1!I/2014 1/1/2015 Named Insured: Schindler Elevator Corporation Adress: (including ZIP Code) Name of Person or Organization: NT CHANGES THE POLICY EFF. MATE OF END. AGENCY NO. 1/1/2014 This endorsement modifies insurance provided under the: Business Auto Coverage Part Truckers Coverage Part Garage Coverage Part SCHEDULE WHERE REQUIRED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS READ IT CAREFULLY. ADD'L PREM. I RETURN PREM. We waive any right of recovery we may have against the designated person or organization shown in the schedule because of payments we snake for injury or damage caused by an "accident" or "loss" resulting from the ownership, maintenance, or use of a covered "auto' for which a Waiver of Subrogation is required in conjunction with work performed by you for the designated person or organization. The waiver applies only to the designated person or organization shown in the schedule. Countersigned: (Authorized Representative) U-CA-320-A CW (4/92) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC000313 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause' need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 1/1/2014 (DATE) Policy No. WC666818723 & WC644543825 of the issued to Schindler Elevator Corporation Premium (if any) $ at 12:01 A.M. standard time, forms a part of American Zurich Insurance Company (NAME OF INSURANCE COMPANY) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.* This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule AS REQUIRED BY CONTRACT. Countersi._ned: (Awhorized Representatives WC 124 (4-84) WC 00 03 13 Copyright 1983 National Council on Compensation Insurance. Page 1 of 1 0 ZUR;ICH Advisory notice to policyholders regarding the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") regulations No coverage is provided by this policyholder notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your declarations page for complete information on the coverages you are provided. This notice provides information concerning possible impact on your insurance coverage due to directives issued by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). Please read this Notice carefully. OFAC administers and enforces sanctions policy based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: • Foreign agents; • Front organizations; • Terrorists; • Terrorist organizations; and • Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons." This list can be located on the United States Treasury's web site - http //www lreasury oov/about/oroanizational-structure/offices/Paaes/Office-of-Foreian-Assets- Control.asox. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provi- sions of this insurance are immediately subject to OFAC restrictions. When an insurance policy is considered to be such a blocked or frozen contract, no payments or premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. Includes copyrighted material of Insurance Services Office, Inc., with its permission U-GU-1041-A (Marge I of 1 Page or 1 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. Services Agreement 7540 Elevator Maintenance Page 3 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific Services Agreement 7540 Elevator Maintenance Page 4 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder but only to the extent of Service Provider's negligent or intentionally wrongful acts or omissions. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required Services Agreement 7540 Elevator Maintenance Page 5 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4624-AC19-68DD1EB98076 from an insurance company acceptable to the City. d. Neither party shall be liable for consequential damages. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that Services Agreement 7540 Elevator Maintenance Page 6 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable _ request by the Colorado Department of Labor and Employment (the "Department') made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual damages to Services Agreement 7540 Elevator Maintenance Page 7 of 17 DocuSign Envelope ID: ED1EA784-BBF6-4B24-AC19-68DD1EB98076 the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Services Agreement 7540 Elevator Maintenance Page 8 of 17 DocuSign Envelope ID:ED1EA784-BBF6-4B24-AC19-68DDIEB98076 CITY OF FOP COLLINS, COLORADO a municipal o rationn By: / / W 1 Gerry Paul Director of Purchasing and Risk Management Date: SCHINDLER ELEVATOR CORPORATION By: Z PRINT NAM6.r*� ��� / P TITLE: Date: Services Agreement 7540 Elevator Maintenance Page 9 of 17