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HomeMy WebLinkAboutAgreements/Contracts - Facilities & Maintenance (003)lw�l GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT. .Facilities and Maintenance REQUEST SUBMITTED BY: Kevin Schmidt CONTACT PERSON ATTENDING ROUNDTABLE:Kevin Schmidt CONFIDENTIAL INFORMATION: E]YES ONO DATE: 11 /14/2023 PHONE: 509-754-2011, 3272 ElAgreement / Contract FIAP Vouchers ElAppointment / Reappointment EIARPA Related E]Bids / RFPs / Quotes Award 013id Opening Scheduled El Boards / Committees El Budget ElComputer Related ElCounty Code El Emergency Purchase El Employee Rel. iR Facilities Related OFinancial El Funds El Hearing ■ Invoices / Purchase Orders El Grants — Fed/State/Cou,nty E]Leases EIMOA / MOU E]Minutes 70rdinances El Out of State Travel F-1 Petty Cash El Poes El Proclamations El Request for Purchase ■ Resolution El Recommendation ElProfessional Serv/Consultant E]Support Letter OSurplus Req. E]Tax Levies E]Thank You's 7Tax Title Property EIWSLCB ,NN 0, M, \00 V\k \110 M ml, \\\�� .� \ �� xwl..\�\ \ .Who \\.\ \ \ a. \t .. � \ \.. n\\ Service Contract with Otis Elevator to maintain elevators and stay in compliance with State Regulations $1600 per month. The term is 5 years This contract is from the Department of Enterprise Services. DATE OF ACTION: DEFERRED OR CONTINUED TO: APPROVE: DENIED ABSTAIN D1: ec D2: D3: 2023 I V! S 0 ignature C.ontract ACCOUNT NAME & ADDRESS 2 U8.2. e CUSTOMER NAME & 0 CONTACT INFO ice WMMACONTRACT - - - - - - - - - - - - - - K23-267 Grant County 35 C st. NW Ephrata, WA 98823 Kevin Schmidt (509) 754-2011 kschmidt@arantcountywo.gov MAINTENANCE Overview of your preventative maintenance plan and which parts are included RELIABILITY & Details concerning the level of coverage you have along with Otis' method Ezn6- RESPONSIVENESS for ensuring timely dispatching and parts availability to meet your needs COMMUNICATION Summary of the many ways for you to communicate with us and receive 0 . 0 M M information from us SAFETY & Safety is our number one priority- this section includes an outline of safety ENVIRONMENT features and activities pertaining to your equipment ---------- - SCHEDULE & Terms and conditions about our regular working hours, insurance CLARIFICATIONS coverage and legal requirements PAYMENT & Price and term of agreement followed by the signatory area and ACCEPTANCE billing information rui tmit:i9t.-m�m:b * OTISLINEI Customer Care 800.233.6847 Confidential Page 1 S ilynatuii-sre-u S r ice Grant County 35 C st. NW Ephrata, WA 98823 Kevin Schmidt (509) 754-2011 kschmidt@arantcountywo.gov MAINTENANCE Overview of your preventative maintenance plan and which parts are included RELIABILITY & Details concerning the level of coverage you have along with Otis' method Ezn6- RESPONSIVENESS for ensuring timely dispatching and parts availability to meet your needs COMMUNICATION Summary of the many ways for you to communicate with us and receive 0 . 0 M M information from us SAFETY & Safety is our number one priority- this section includes an outline of safety ENVIRONMENT features and activities pertaining to your equipment ---------- - SCHEDULE & Terms and conditions about our regular working hours, insurance CLARIFICATIONS coverage and legal requirements PAYMENT & Price and term of agreement followed by the signatory area and ACCEPTANCE billing information rui tmit:i9t.-m�m:b * OTISLINEI Customer Care 800.233.6847 Confidential Page 1 10/3/2023 CUSTOMER NAME Grant County 35 C st. NW Ephrata, WA 98823 PROJECT LOCATION GRANT COUNTY COURTHOUSE GRANT COUNTY CORONERS OFFICE GRANT ;MENTAL HEALTH v_ - I a V, A Clk Nervice OTIS ELEVATOR COMPANY E 510 North Foothills Drive Spokane, WA 99207 PROPOSAL NUMBER QTE-001 750835 (Grant County Courthouse) QTE-001 750993 (Grant County Coroners Office) QTE-001 751005 (Grant Mental Health) Otis Elevator Company or iiwe'y agree to furnish Otis Service to Customer or "you" on the equipment ("Units") described below as set forth in this Contract. Eo I Mnib T DESCRIPTION No Of Units Type Of Units Manufacturer 5 Hydraulic Thyssen, Independent, OTIS I Hydraulic Independent 2 Hydraulic Otis Customer Designation COURTHOUSE #2, JAIL #5, ANNEX #1, RECORDS #3, LAW & JUSTICE #4 Coroner Elevator Machine Number F93901, D59372, D59370, D59369, D59371 D59374 Mental Health (#I and #2) 467158, 467198 CONTRACT PRICE The contract gross price is (See Attached Pricing Sheet) per month, payable annually in advance. Each location will be billed separately. TERM & RENEWAL The Commencement Date will be 1/1/2024. The initial term of this Contract will be for five (5) year(s) beginning on the Commencement Date. This Contract will automatically renew for successive five (5) year terms unless terminated by either party by giving written notice to the other party at least 90 days, but no more than 120 days prior to the end of the then -current term. PAYMENT Payments will be due and payable on or before the first day of each year for the term of the Contract, in accordance with the payment instructions on your invoice. The work shall be performed for the agreed price plus any applicable sales, excise or similar taxes as required by law. In addition to the agreed price, you shall pay to us any future applicable tax imposed on us, our suppliers or you in connection with the performance of the work described. INVOICE DELIVERY Page 2 The standard method of invoice delivery is via email. Please provide your email address(es) in the bill to section of this document. You agree to immediately update us with any changes to the invoice delivery email address(es). AUTO PAY Visit, htti2s://otis.p.ayinvoicedirect.com to register for autopay to automatically debit your bank account for your invoice payments. PRICE ADJUSTMENT The Contract Price will be adjusted on the Commencement Date anniversary or as of the effective date of any labor rate increase by the percentage increase in the straight time hourly I,abor cost under the International Union of Elevator Constructors. The term "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 maintained. In addition, Otis may adjust the Contract Price as a result of any substantial changes in service expenses, including but not limited to expenses in connection with fuel, waste disposal, environmental requirements, cost of materials, changes to government regulations or other administrative costs. If the price adjustment date and billing frequency do not align, the price adjustment date will be changed to ensure continued alignment with the billing frequency. The annual percentage increase of the Contract will not exceed 3.0%. OTIS MAINTENANCE MANAGEMENT SYSTEMTM (OMMSTM) We will use the Otis Maintenance Management System (OMMSTM) preventative 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 OMMSTM scheduling system, which will be used to plan maintenance activities in advance. MAINTENANCE Otis will maintain the Units using trained personnel directly employed and supervised by us, or through the use of remote monitoring or other technology in Otis' sole discretion. Without affecting our obligation to provide service under this Contract, you agree to permit us to train our personnel on the Units. The maintenance will not include repair, but will include inspection, lubrication and, in Otis' discretion, minor adjustment 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. • Machines, worms, gears, thrust bearings, drive sheaves, drive sheave shaft bearings, brake pulleys, brake coils, contacts, linings, and component parts. • Motors, brushes, operating -switch and relay components, plug-in relays, special lamps for car and hall fixtures, special lamps for emergency car lighting, and fuses (except main line disconnect). • 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. Page 3 . oc 1 -0, The standard method of invoice delivery is via email. Please provide your email address(es) in the bill to section of this document. You agree to immediately update us with any changes to the invoice delivery email address(es). AUTO PAY Visit, htti2s://otis.p.ayinvoicedirect.com to register for autopay to automatically debit your bank account for your invoice payments. PRICE ADJUSTMENT The Contract Price will be adjusted on the Commencement Date anniversary or as of the effective date of any labor rate increase by the percentage increase in the straight time hourly I,abor cost under the International Union of Elevator Constructors. The term "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 maintained. In addition, Otis may adjust the Contract Price as a result of any substantial changes in service expenses, including but not limited to expenses in connection with fuel, waste disposal, environmental requirements, cost of materials, changes to government regulations or other administrative costs. If the price adjustment date and billing frequency do not align, the price adjustment date will be changed to ensure continued alignment with the billing frequency. The annual percentage increase of the Contract will not exceed 3.0%. OTIS MAINTENANCE MANAGEMENT SYSTEMTM (OMMSTM) We will use the Otis Maintenance Management System (OMMSTM) preventative 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 OMMSTM scheduling system, which will be used to plan maintenance activities in advance. MAINTENANCE Otis will maintain the Units using trained personnel directly employed and supervised by us, or through the use of remote monitoring or other technology in Otis' sole discretion. Without affecting our obligation to provide service under this Contract, you agree to permit us to train our personnel on the Units. The maintenance will not include repair, but will include inspection, lubrication and, in Otis' discretion, minor adjustment 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. • Machines, worms, gears, thrust bearings, drive sheaves, drive sheave shaft bearings, brake pulleys, brake coils, contacts, linings, and component parts. • Motors, brushes, operating -switch and relay components, plug-in relays, special lamps for car and hall fixtures, special lamps for emergency car lighting, and fuses (except main line disconnect). • 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. Page 3 , lk "OR."71 e r v c e • 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 to other exclusions set forth in this Contract, this Contract does not include any service of parts that are not listed above. No service other than that specifically stated as covered in this Contract is included or intended. Furthermore, this Contract does not cover any service that requires disassembly, exceeds two (2) hours of service time, or requires a team of two (2) or more personnel. If any services that are not covered are later requested by you, you agree to pay extra at our regular billing rates or overtime rates, as may be applicable. PARTS COVERAGE Unless excluded elsewhere in the Contract if necessary, due to normal usage and wear, Otis will repair or replace the following parts at its sole discretion: motor brushes, operating -switch and relay components, plug-in relays, special lamps for car and hall fixtures, special lamps for -emergency car lighting, and fuses (except main line disconnect). Any parts under this Contract requiring replacement will be replaced with parts selected by Otis. PARTS INVENTORY Otis will, during the term of this Contract, use commercially reasonable efforts to maintain a supply of frequently used replacement parts and lubricants selected by Otis to meet the specific routine requirements of the Units. Any such parts or items shall remain our property until installed in the Units. QUALITY CONTROL Otis 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. CUSTOMER REPRESENTATIVE As a service to you, and at your request, an Otis representative will be available to discuss with you about modernization, traffic handling ability, recommendations and requirements of Code authorities, proper use and care of the Units, and the OMMSTM program. There is no additional charge for this consulting service, but by making this service available to you, Otis does not assume any duty to warn and you agree to not hold or seek to hold Otis responsible or liable whatsoever in connection with, arising out of, or related to any recommendation or alleged duty to or failure to warn. REPORTS - CUSTOMER PORTAL We will use the OMMSTM program to record completion of maintenance procedures. We will, at your request, provide you access to the Customer Portal, our proprietary customer interface that permits you to access electronic records of repair, completed maintenance procedures and service call history for the Unit(s) during the prior twelve (12) months. You will be responsible for obtaining Internet access to use the Customer Portal. SAFETY We will conduct safety tests only if required by the applicable Elevator Code in effect on the Commencement Date of the initial term. Tests that are subsequently required by the applicable Elevator Code or authority having jurisdiction are not covered under this Contract, but may be performed for an additional charge which shall be presented at the time of request to perform any such additional test. We will instruct our personnel to use appropriate personal protection equipment and follow safe work practices. Page 4 SAFETY TESTS - HYDRAULIC ELEVATORS We will conduct an annual no load test and annual pressure relief valve test. 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, functioning and testing of the smoke and/or heat detectors. We will test the firefighters' service keyswitch on the frequencies indicated below: Unit Firefighters' Service Test Frequency F93901 PIP D59372 Quarterly D59370 Quarterly SAFETY TESTS - HYDRAULIC ELEVATORS We will conduct an annual no load test and annual pressure relief valve test. 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, functioning and testing of the smoke and/or heat detectors. We will test the firefighters' service keyswitch on the frequencies indicated below: Unit Firefighters' Service Test Frequency F93901 Quarterly D59372 Quarterly D59370 Quarterly D59369 Quarterly D59371 Quarterly D59374 Quarterly 467158 Quarterly 467198 Quarterly 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. 24 - HOUR DISPATCHING Otis will, at your request, provide you with access to the Customer Portal and our OTISLINETm 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 the Customer Portal or through an OTISLINETM 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 chargeable service request. Any service required outside of normal working hours will be billed to you in accordance with the work schedule detail below. TRAVEL TIME AND EXPENSE In the event there is a service call that is deemed billable by us as being out of the maintenance scope, you agree to pay us travel time and expenses at our regular or overtime billing rates as applicable from the time of dispatch to the building under contract and return. 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 service request is a response by Otis to a request for service for 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 REMTM 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 SERVICE REQUESTS Service requests outside of regular working hours will be billed at preferred rates as noted in special provisions. Page 5 oma' 7 � �-� �y �� i i A • r � • State Contract The State Contract (01219) is included in this service agreement. Preferred Billing Rates Otis agrees to add the preferred billing rates to the above building contract. Regular Time $275/man hour Overtime $450/man hour This rate will be supplemented for all standard billing rates. This preferred rate will price adjust the same as the contract. Parts Markup Parts will be marked up 15%. Notwithstanding any other provision herein to the contrary, the following provisions shall be applicable and govern in the event of conflict: EXCLUSIONS 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. 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. Further, we will not be responsible for, required, or liable: (i) to perform any tests other than those required by applicable Elevator Code in effect on the Commencement Date of the initial term; (ii) to make any replacements with parts of a different design or type or where the original item has been replaced by an item of a different design; (iii) to make any changes in the existing design of the Units; (iv) to alter, update, upgrade or modernize Units, whether recommended or directed by governmental authorities or by any third party; (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; (vi) to replace or repair any component or system utilizing obsolete or discontinued parts, including but not limited to parts for which the original design is no longer manufactured or available for sale by the original equipment manufacturers or that is replaceable only by fabrication or purchase from a different after -market distributor or manufacture; (vii) to replace or repair any equipment (except Screen equipment set forth below) more than twenty (20) years and one calendar day from the original installation date; (viii) to repair or replace any touch screen, touch pad, tactile pad including without limitation LCD, LED, CRT, TFT, DLP, Plasma, or GLED screens (such as, but not limited to, Otis Compass screens) (collectively "Screen") or any component or part directly connected to the Screen for up to and no more than one (1) year and one calendar day from the original installation date; (ix) to provide reconditioned or used parts; (x) to make any replacements, renewals, repairs or provide any service necessitated by reason of any cause beyond our control including, but not limite/d to, fire, explosion, theft, floods, water, weather, epidemic, pandemic, quarantine, earthquake or other act of nature or God, vandalism, misuse, abuse, mischief, or repairs by others. Otis will not be required to make renewals or repairs necessitated by fluctuations in the building AC power systems, adverse hoistway or machine room conditions (including temperature variations below 60 degrees and above 90 degrees Fahrenheit), or excessive humidity. Page 6 -0 1 WN 4t V-1 IM, UPGRADES The options and features associated with the service for your unit are priced based upon options and features selected by you and available on your contract start date. Additional features and options released after your contract start date may not be available to you or may be made available to you only at additional cost. These features are designed to operate in the current technological environment. OTIS SERVICE EQUIPMENT, SOFTWARE, AND ANALYTICS Any counters, meters, tools, machinery, remote monitoring devices, or communication devices which we may use or install under this 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 Contract or 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. Software owned by Otis may be embedded in parts or otherwise provided by Otis as part of this Contract. Otis grants to you the non-exclusive right to use this software only for operation of the units for which the part was provided. You may not otherwise copy, display, adapt, modify, distribute, reverse assemble, reverse compile, disassemble, decompile, 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 Contract by the transferee. Otis may at its sole and absolute discretion employ remote diagnostics and predictive analytics to provide customized service and improve efficiency and increase your satisfaction ("Otis Service Software" or "Service Software"). The Otis Service Software is an Otis trade secret deployed pursuant to your service contract to enhance our efficiency and your experience with Otis service. The data generated by these Otis service diagnostic and predictive analytical tools shall be and remain the property of Otis. You agree to keep the Service Software in confidence and proprietary to Otis. You will not permit others to use, access, examine, copy, disclose, reverse engineer, decompile or disassemble the Service Software for any reason. Upon termination of this Contract, regardless of the reason, Otis may disable either remotely and/or via onsite visit (which you hereby permit) such Service 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 of such software. QUALITY AUDITS Otis may periodically conduct audits not only to assess the functionality of your equipment, but also to assess more broadly Otis product and service offerings, to understand usage, performance, or to simply evaluate the products and determine next generation. Otis shall own this information. This audit activity may be done on-site by Otis personnel or remotely through Otis Service equipment installed on your unit depending upon the audit purpose. MAINLINE DISCONNECTS You agree to engage a qualified electrician on an annual basis to service the elevator mainline disconnects located in the elevator equipment room. ACCESS You agree to provide us with a safe workplace as well as unrestricted ready and safe access to all areas of the building in which any part of the Units are located and to keep all machine rooms and pit areas free from water, stored materials, debris, and other potentially hazardous conditions. Page 7 ou 11 h-J mit 3 002 CA ENVIRONMENTAL PROTECTION Otis has practices in place to reduce generation of waste materials, to minimize risks to the environment, customers, the general public and Otis employees, and to comply with federal and state environmental laws and regulations. Material Safety Data Sheet (MSDS) Manuals are available for review at your request. You assume responsibility for and agree to remove and remediate any waste or hazardous materials including but not limited to hydraulic oil spills, asbestos, or other hazardous materials in accordance with applicable laws and regulations. MALFUNCTIONING UNITS OR DANGEROUS CONDITIONS If any Unit is malfunctioning or is in a dangerous condition, you agree to immediately notify us using the 24- hour OTISLINETM service. Until the problem is corrected and the malfunction or dangerous condition is eliminated, you agree to remove the Unit from service and take all necessary precautions to prevent access or use. INSTRUCTIONS / WARNINGS You agree to properly post, maintain, and preserve any and all instructions or warnings to passengers in connection with the use of any Units. LOCK OUT / TAG OUT ("LOTO") In furtherance of OSHA's directive contained in 29 C.F.R. § 1910.147(f)(2)(i), which requires that a service provider (an "outside employer") and its customer (an "on-site employer") must inform each other of their respective lock out/tag out ("LOTO") procedures whenever outside servicing personnel are to be engaged in control of hazardous energy activities on the customer's site, Otis incorporates by reference its mechanical LOTO procedures and its electrical LOTO procedures. These procedures can be obtained at www.otis.com by clicking on "Tools & Resources" on the home page, selecting "Lockout Tagout Policy" under the "Safety Information" column and downloading the "Lockout Tagout Policy Otis 6.0" and "Mechanical Energy Policy Otis 7.0," or the then most current version, both of which are in pdf format. You agree that you will disseminate these procedures throughout your organization to the appropriate personnel who may interact with Otis personnel while Otis personnel are working on site at your facility and will ensure that such personnel comply with these LOTO procedures while Otis personnel are working on site. 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 as set forth in this Contract. Otis shall maintain the wiring diagrams so that they properly reflect any changes made by Otis to the equipment. These diagrams will remain your property. 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. RESPONSIBILITY FOR THE UNITS It is agreed that Otis does 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 low, Code, ordinance or regulation. CODE VIOLATIONS You assume responsibility for the cost of correcting all Elevator Code violations existing as. of the Commencement Date, as well as throughout the duration of the Contract. If such Elevator Code violations or other outstanding safety violations are not corrected in accordance with this Contract, Otis may, in Nt addition to any other remedies resulting from material breach of your obligations hereunder, with respect to the equipment not meeting Elevator Code requirements, cancel and remove such equipment from this Contract without penalty to Otis by providing thirty (30) days written notice. THIRD PARTY INTERFACE Should you require us to interface with a third party, Otis will add an appropriate fee to cover the additional cost associated with this service. ELECTRICAL AND LIGHTING REQUIREMENTS You agree to provide a grounded, 3 -prong electrical system and proper lighting in the machine rooms and pits. ACCIDENT You will provide Otis with written notice within twenty-four (24) hours after occurrence of any accident or incident in or about the elevator (s) and/or escalator(s) that leads to any injury or is alleged to cause any injury. You will provide such written notice to us, and if required by law, to any local authorities. You further agree to preserve any parts that are replaced after such an incident. ENTRAPMENT In the event of an entrapment, you will call Otis and wait for a trained and licensed elevator mechanic to arrive, except for a medical emergency situation where it may be appropriate to summon a professional first responder such as police or firemen. You agree that your agents, contractors, employees or representatives shall not attempt to extricate any passengers from an elevator that becomes stalled within the hoistway. Any entrapment responded to by Otis shall be treated as a chargeable service request unless otherwise deemed covered under this Contract by Otis. ALTERATIONS You will not allow others to make alterations, additions, adjustments, or repairs to the units. TELEPHONE Otis shall not be liable for any claim, injury, delay, death or loss or property, or damage resulting from telephone equipment failure, false alarms, interruption of telephone service, or "no voice callsif , i.e. calls from inside the equipment to OTISLINETM where there is no verbal response to the OTISLINETM operator. It is your responsibility to maintain the telephone equipment and have a representative available to receive and respond to OTISLINETM calls. PRIVACY The products and/or services being provided may result in the collection of Personal Information. The Parties will comply With applicable Data Privacy Laws as they pertain to personal information processed in connection with activity under this Contract. "Personal Information" shall mean information and data exchanged under this Contract related to an identifiable natural person. "Processing" of Personal Information shall mean the operation or set of operations whether automated. or not, performed on Personal Information such as collecting, recording, organizing, structuring, storing, adapting, altering, retrieving, consulting, using, disclosing, sharing or erasing. "Controller" shall mean the party that determines the purposes and means of processing Personal Information. With respect to any Personal Information provided by you to Otis, you shall be the Controller and you warrant that you have the legal right to share such Personal Information with Otis and you shall be responsible for all obligations relating to that data, including without limitation providing notice or obtaining consent as may be required by law. Once you have lawfully provided Personal Information to Otis, you and Otis shall become co -Controllers. Otis may share such Personal Information internally, across borders and with service providers in accordance with applicable Data Privacy Laws. Otis may transfer information subject to corporate rules of its parent company. Otis may store Personal Information provided by you on servers located and accessible globally by Otis or its parent 11 h-iy#JM 01 nervice and their services providers. The parties agree to cooperate and to take reasonable commercial and legal steps to protect Personal Information against undue disclosure. In this regard each party shall notify the other in the event of a data breach, which shall include the actual or unauthorized access to or possession of, or the loss or destruction of, Personal Information, whether intentional or accidental. The party whose system was compromised in the data breach incident shall be responsible for any notifications and associated costs. Should either party receive in any form, (i) a complaint or allegation indicating a violation of applicable data privacy law, (ii) a request seeking access to correct or delete Personal Information or (iii) an inquiry or complaint related to the processing of personal information, said party shall take reasonable commercial steps to immediately notify the other party. PURCHASE ORDERS Any purchase order issued by you in connection with services to be provided by Otis shall be deemed to be issued for your administrative or billing identification purposes only, and shall not be binding upon Otis under any circumstance. The parties agree that the terms and conditions contained herein will exclusively govern the services to be provided. MATERIAL BREACH BY CUSTOMER Failure to pay any sum due by you within sixty (60) days will be considered a material breach under this Contract. You agree to pay a late charge from the date such sums become due of one and one-half percent (1.5%) per month (18% per annum), or the highest legally permitted rate, whichever is less, on any balance past due for more than thirty (30) days, together with all costs (including, but not limited to, legal fees) incurred by us to collect any overdue amounts. In addition, the following events shall constitute a material breach of your obligations under this Contract: (1) failure to notify Otis of a dangerous condition or malfunction, or for a Unit that has a dangerous condition or is malfunctioning, to take the unit out of service; (2) failure to provide unrestricted and safe access to all areas of the building in which any part of the Units are located; (3) failure to provide a safe workplace or failure to adhere to our safety requirements; (4) failure to remove hazardous waste; (5) failure to adhere to lock-out/tag-out procedures; (6) failure to upgrade, improve or modernize the Units if Otis reasonably determines that such Units are unsafe to employees, inspectors or the riding public without such upgrades, improvements or modernization; and/or (7) failure to correct Elevator Code violations. In the event of a material breach by you, Otis shall be entitled to immediately suspend the affected Units or terminate service without prejudice to Otis, at its sole discretion. TERMINATION FOR CUSTOMER'S BREACH If this Contract is terminated for your material breach or for any reason other than our own default, you agree to immediately pay as liquidated damages, fifty percent (50%) of the remaining amount due under the current term of this Contract. The parties agree that quantifying Otis' losses arising from your material breach or premature termination would be difficult and uncertain, and further agree that the agreed upon formula is not a penalty, but rather a reasonable measure of Otis' damages which are based on Otis' experience in the elevator service industry and the losses that may result from such premature termination or material breach of this Contract. TRANSFER OF INTEREST IN PROPERTY In the event that you sell the property or your interest in the property is terminated prior to the expiration of the Contract, you agree to undertake best efforts to assign the Contract to the new owner or successor and to cause the new owner to assume your obligations under this Contract. If the new owner or successor fails to assume your obligations under the Contract, then you agree immediately to pay to Otis fifty percent (50%) of the remaining amount due under the unexpired term of the Contract as liquidated damages. The parties agree that quantifying Otis' losses arising from the failure of the new owner or successor to assume this Contract would be difficult and uncertain, and further agree that the agreed upon formula is not a penalty, but rather a reasonable measure of Otis' damages which are based on Otis' experience in the elevator service industry and the losses that may result from such failure to assume upon a transfer. Page 10 vv% 01� ar �11 eryice FORCE MAJEURE Otis shall not be liable for any loss, damage or delay due to any cause beyond our reasonable control including, but not limited to, acts of government, strikes, lockouts, other labor disputes, fire, explosion, theft, floods, water damage, weather damage, extreme weather, traffic conditions, epidemic, pandemic, quarantine (including Covid-19), sabotage, national emergency, act of terrorism, earthquake, riot, civil commotion, war or insurrection, vandalism, misuse, abuse, mischief, or acts of God or nature. Other than as specifically set forth above, under no circumstances (including third party claims) will either party be liable for any indirect, special, liquidated, or consequential damages of any kind, including, but not limited to, fines or penalties, loss of profits, loss of rents, loss of good will, loss of business opportunity, additional financial costs, or loss of use of any equipment or property, whether in contract, tort, warranty or otherwise. INDEMNITY Otis shall indemnify you for damages related to accidents and injuries to persons or property only when adjudged to have been caused by Otis' sole negligence or willful misconduct. In all other instances, you shall defend, indemnify, and hold Otis harmless against all, damages, losses, costs, and expenses (including reasonable legal fees) in connection with any claims, demands, suits or proceedings made or brought against Otis arising out of or connected with the use, repair, maintenance, operation or condition of the Units or your obligations under, or material breach of, this Contract. INSURANCE Otis agrees to maintain the following insurance throughout the term of the Contract: General Liability coverage in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate; Automobile Liability in the amount of $1,000,000 Combined Single Limit for Bodily Injury and Property Damage; Worker's Compensation in accordance with applicable statutory requirements, and Employer's Liability for: (i) bodily injury by each accident, up to the $1,000,000 applicable annual limit per insured, (ii) bodily injury by disease, each employee up to the $1,000,000 applicable annual limit per insured. 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. You shall insure that all risk insurance upon the full value of the Work and material delivered to the job site is maintained at no cost to us. Otis does not participate in SDI programs. Customer must provide Otis at least 30 days advance notice of certificate holder changes required. Your failure to provide this required notice does not release your obligations to make timely payment under this agreement in accordance with the payment terms. CERTIFICATES If either party so requires, in writing, the other party shall furnish a copy of the certificates of insurance evidencing the above insurance coverages. THIRD PARTIES We are not obligated to comply or contract with any 3rd party vendors or execute vendor forms not in alignment with our contract terms. While we are not obligated, to the extent that we agree to work with the third party vendor, it will be for administrative purposes only and any costs associated will be passed through to customer. In the event of a conflict between the terms and conditions of this agreement and vendor agreement, this document will prevail. CONFIDENTIALITY Customer shall not disclose to any third party the terms of this Contract except as required by law or as necessary for the purposes of obtaining professional legal or accounting advice. This confidentiality jr wg--e- iv 'p- -:9 ervice provision is an integral part of this Contract and is a material condition upon which this Contract is based and shall survive the termination of this Contract. ENTIRE CONTRACT This Contract constitutes the entire and exclusive agreement between us for the services to be provided and your authorization to perform as outlined herein. Except as otherwise expressly stated herein, all prior or contemporaneous oral or written representations or agreements regarding the subject matter herein not incorporated herein will be superseded. This Contract will be deemed voidable, even after execution, if it is determined at Otis' discretion that performance of the services and/or engagement in the contractual relationship/transaction will violate, or is otherwise restricted by, any and all laws, regulations and/or orders, including sanctions laws, that are applicable to Otis or otherwise apply to Otis' operations. OUT OF SCOPE SERVICES To the extent that work order or purchase order numbers are required for work not included in the scope of this agreement, you agree to provide the required information at the time of service request. Failure to provide all required valid information at the time of the service request does not release your obligations to make payment for completed out of scope services in accordance with the payment terms of this agreement. AMENDMENT This Contract may not be changed, modified, revised or amended unless in writing signed by you and an authorized representative of Otis. Further, any manual changes to this form will not be effective as to Otis unless initialed by an authorized representative of Otis. Page 12 S'URMITTEID BY: Chadd -Ford TILE o Business Development Manager * EMAIL: . , Chadd. Ford @otfs.com Accepted: in Duplicate late: � 11/14/2022-3, Date. e. Signed: Prim .Namef: 10 - - -, I co -eg Company Mame: Grant County Courthouse. O.Prilnci.pal.. Owner or Authorized Representative of Principal or. Owner 0 Agent Signed: Print, Name: Gavin Burns: Title: General Manager, Spokane Email avi nburns@ Otis. Co m. .9 Ik Ner,%Ice Page 13 R]a Service BILL TO INFORMATION .. . .. .... ... ACCOUNTS PAYARLE CONTACT Company Name: Namei , � (i t . .. ... . ... Address: Phone Number* :; ..� �� F& Email: 6 SOV Address 2: j 3, -Ij Ci. tlpl-N Email Address f r lnvoic"Delivery4 L 01; ' - State# Email Address for S6tement Delivery ('If different from above):: Zip Code: TAX STATUS tax exempt? (Check one, Are you t - If -yes, please provide tax exempt certificate Yes No PURCHASM ORDER & WORK ORDER REQUIREMENTS Co: ntractual Services Yes No Do you require, a Purcha: se Order to be listed on your invoices for this service .agreem enf (Check,one) 2, If yes to above, please provide contact for PO renewal: Name: Month Purchase Order Renewal Frequency (Check one) Page 14, NON -CONTRACTUAL SERVICES Do you req'ujre a Purchase Order to be listed on your invoicesfor work NOT included in this service agreement (Check one)-� (if a purchase order is required for service calls: to be billed,. service calls will not be dispatched without a PO except in the event of an entrapment) If providing a blanket PO, please provide PO# and value: 14M, pit 4 ' "Ir 'A 'ICA 0 Yes Na CERTIFICATE OF INSURANCE Yes Do you require a certificate of insurance:2 .If yes to above, please provide the bellowfbr your certificate, of -insurance,-, Certliftcate Holder Name: Certificate Holder Address: Email address for delivery of certificate. . ,(If not provided, the certificate e will be sent out via standard mail to the certificate holder address) �Ngo Page 15 Do you requIre upload of your certificate to a third party site? Ify-es please provIde, site name: Yes. No Page 16 Pricing Sheet Otis, Line 1-800-233-6847 13611dina Name_-_ Buildling ID# Ma'chine# Customer Designation Price Per UnItMo Grant County.Courthouse -SRW430864 D59370: Annex -#I $200 Grant County Courthouse F9390.1 Courthouse #2 $200 - Grant County Courthouse D59369. Records.43 $200 County Courthouse D59371 Law & Justice #4 $200 .Grant Grant County Courthouse D59372 Jail #5 $ 00 I Grant Count y Coroners Office SRW430865 D59374 Coroner Elevator $200 Grant Menta'[ Health SRW422644 467158., Elevator 1 $200 Grant Mental Health. 4671591 Elevator 2 1$200 Total, Pricing Per Building Pyr .Mont Grant County Courhouse-$1 000/mo Grant County Coroners Office-$200/mo Grant Mental Health-$4001mo