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HomeMy WebLinkAbout2011-109 AMS - Schindler Elevator - Preventive Elevator MaintenanceSchindler Plus SCHINDLER ELEVATOR CORPORATION 2101 Westinghouse Blvd-Suite 102 Raleigh, NC 27604-2477 Phone: 919-954-9454 Fax: 919-954-9433 Date: May 09, 2011 To: Orange County Asset Management Services PO Box 8181 Hillsborough, NC 27278 Estimate Number: GPEY-8D2QZL (2011.2) Building Name: Orange County Office Building Orange County Library Hillsborough, NC Attn: Wayne Fenton EQUIPMENT DESCRIPTION Rise/Length Qty Manufacturer Equipment Application Description Openings Capacity Speed Install Orange County Office Building 131 West Margaret Lane Hillsborough, NC 27278 1 Schindler Hydraulic Passenger Orange County Library 2F/OR 2500 150 NC 27003 1 Schindler Hydraulic Passenger- Orange County Office Bldg 4F/OR 3000 150 NC 26833 SCHINDLER ELEVATOR CORPORATION ("Schindler", "we", "us") 2101 Westinghouse Blvd-Suite 102, Raleigh, NC 27604-2477, and ORANGE COUNTY ASSET MANAGEMENT SERVICES, 131 W. Margaret Lane, Hillsborough, NC 27278 ("you") agree as follows: 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 periodically examine, lubricate, adjust, and as needed repair or replace the Covered Components listed below. Page 1 of 9 GPEY-8D2QZL 2011.2 HYDRAULIC ELEVATORS Basic components: Controller components: resistors, timers, fuses, overloads, minor contacts, wiring, coils; packing, drive belts, strainers, 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, switches, door protection devices, and alarm bells. Major components: Exposed piping in the Machine Room & hoistway, motor, PC boards, pump, pump unit, solid state devices, contactors, and valve. We assume no responsibility for the following items: hoistway door hinges, panels, 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, 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; media displays; 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.) CLEANING/PAINTING We will periodically clean the machine room, car top, and pit of debris related to our work in these areas; and will periodically paint the machine room floor. TESTING OF SAFETY DEVICES Equipment Test Frequency Hydraulic Pressure/Relief Valve Annually Our testing responsibilities do not include fees or changes imposed by local authorities in conjunction with inspecting, licensing or testing the Equipment including observation of testing by 3rd parties; changes in the testing requirements after the initial start date of this Agreement, or any other testing obligations other than as specifically set forth above. Since these tests may expose the equipment to strains well in excess of those experienced during normal operation, Schindler will not be responsible for any damage to the equipment or property, or injury to or death of any persons, resulting from or arising out of the performance of these tests. 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 CARDT"', through Schindler's website, which gives you instant access to the performance history of your equipment covered by this Agreement. Page 2 of 9 GPEY-8D2QZL 2011.2 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 12 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. 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. TERM This Agreement commences on November 01, 2010, and continues until June 30, 2012, and shall renew (where permitted by applicable local law) for subsequent similar periods, unless terminated by either party upon written notice received by the other party at least 90 days prior to the above termination date or any renewal termination date. PRICE In consideration of the services provided hereunder, you agree to pay us the sum of $316.00 per month, payable in annual installments of $3,792.00, exclusive of applicable taxes, unless another payment frequency option is selected below. PRICE ADJUSTMENT The contract Price and labor rates for extra work will be adjusted annually, as of the date of the local labor rate adjustment, and will be increased or decreased on the basis of changes to the local straight time hourly rate for mechanics. If there is a delay in determining a new labor rate, or an interim determination of a new labor rate, we will notify you and adjust the price at the time of such determination, and we will retroactively bill or issue credit, as appropriate, for the period of such delay. We also reserve the right to adjust the contract price quarterly /annually on the basis of changes in other expenses such as fuel, waste disposal, government regulations or administrative costs. Should you elect to take the annual pre-payment option, the price adjustment date will default to coincide with the invoice date. Page 3 of 9 GPEY-8D2QZL 2011.2 PAYMENT OPTIONS (1) Please select a Method of Payment: Direct Debit ^ Credit Card ^ Visa ^ MC ^ AMEX Number: Expiration Date: Signature: ^ Check ^ Other: (2) Please select a Payment Frequency (Other than Annual): ^ Semi-Annual 1%Addition ^ Quarterly 3%Addition ^ Monthly 5%Addition SPECIAL TERMS AND PRICING The monthly price of $316.00 for elevator maintenance is fixed through June 30, 2012 The elevator maintenance will be paid in quarterly installments of $948.00 Include after Section 2 -Standard of Care Schindler shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. We will be solely responsible for the professional quality, accuracy and timely completion of all work, except as provided herein. Schindler shall be responsible for all of Schindler's errors or omissions, in the performance services pursuant to this Agreement. Schindler shall correct any and all of Schindler's errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Section 5 -replace sentence 2 with the following 1 % Discount (Attach Copy of voided check) 3%Addition Page 4 of 9 GPEY-8D2QZL 2011.2 Schindler acknowledges that Orange County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of your statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to us of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to us of such limitation or change in County's legal authority. Section 7 add Provided however, in the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Section 9 add Schindler acknowledges that this Agreement and any documents, memorandum, data, reports, analyses, compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement may be deemed public records and subject to disclosure, in whole or in part, pursuant to the North Carolina Public Records Law. County will provide with prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of confidential and proprietary information consistent with all applicable laws and regulations. Section 10 add No section of the Agreement is intended to create a waiver of the County's rights or privileges as a sovereign entity. Add the following additional provisions Page 5 of 9 GPEY-8D2QZL 2011.2 1. Schindler shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. Such permission shall not be unreasonably withheld 2. Schindler is an independent contractor of County. Any and all employees of the Schindler engaged by the Schindler in the performance of any work or services required of the Schindler under this Agreement, shall be considered employees or agents of the Schindler only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Schindler. 3. Schindler agrees that Schindler, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Schindler's services under this Agreement. 4. If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Schindler represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 5. Limitation and Assignment. The County and the Schindler each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Schindler shall assign or transfer its interest in this Agreement without the written consent of the other. 6. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. 7. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall Page 6 of 9 GPEY-8D2QZL 2011.2 have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. The attached terms and conditions are incorporated herein by reference. Acceptance by you as owner's agent or authorized representative and subsequent approval by our authorized representative will be required to validate this agreement. Proposed: By: H. Gordon Perry II For: Schindler Elevator Corporation D rrcntcr! For: Orange County Title: Sales Representative Date: May 09, 2011 Title: County Manager Date: $ ~ /2 -t, Approved: By: (:rai~~ AndPrcrh This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act Title: Branch Manager Date: ,Sll~ . ~// s/2 /~i Page 7 of 9 GPEY-8D2QZL 2011.2 TERMS AND CONDITIONS 1. This is the entire Agreement between us, and no other terms or conditions shall apply. This service proposal does not void or negate the terms and conditions of any existing service agreement unless fully executed by both parties. No services or work other than specifically set forth herein are included or intended by this Agreement. 2. You retain your responsibilities as Owner and/or Manager of the premises and of the Equipment. You will provide us with clear and safe access to the Equipment and a safe workplace for our employees as well as a safe storage location for parts and other materials to be stored on site which remain our property, in compliance with all applicable regulations related thereto, you will inspect and observe the condition of the Equipment and workplace and you will promptly report potentially hazardous conditions and malfunctions, and you will call for service as required; you will promptly authorize needed repairs or replacements outside the scope of this Agreement, and observe all testing and reporting responsibilities based upon local codes. You will not permit others to work on the Equipment during the term of this Agreement. You agree that you will authorize and pay for any proposed premaintenance repairs or upgrades (including any such repairs or upgrades proposed during the first 30 days of this agreement), or we will have the option to terminate this Agreement immediately, without penalty to us. You agreed to post and maintain necessary instructions and / or warnings relating to the equipment. 3. We will not be liable for damages of any kind, whether in contract or in tort, or otherwise, in excess of the annual price of this Agreement. We will not be liable in any event for special, indirect or consequential damages, which include but are not limited to loss of rents, revenues, profit, good will, or use of Equipment or property, or business interruption. 4. Neither party shall be responsible for any loss, damage, detention or delay caused by labor trouble or disputes, strikes, lockouts, fire, explosion, theft, lightning, wind storm, earthquake, floods, storms, riot, civil commotion, malicious mischief, embargoes, shortages of materials or workmen, unavailability of material from usual sources, government priorities or requests or demands of the National Defense Program, civil or military authority, war, insurrection, failure to act on the part of either party's suppliers or subcontractors, orders or instructions of any federal, state, or municipal government or any department or agency thereof, acts of God, or by any other cause beyond the reasonable control of either party. Dates for the performance or completion of the work shall be extended by such delay of time as may be reasonably necessary to compensate for the delay. 5. You will assign this Agreement to your successor in interest, should your interest in the premises cease prior to the initial or any renewal termination date. If this Agreement is terminated prematurely for any reason, other than our default, including failure to assign to a successor in interest as required above, you will pay as liquidated damages (but not penalty) one/half the remaining amount due under this Agreement. 6. The Equipment consists of mechanical and electrical devices subject to wear and tear, deterioration, obsolescence and possible malfunction as a result of causes beyond our control. The services do not guarantee against failure or malfunction, but are intended to reduce wear and prolong useful life of the Equipment. We are not required to perform tests other than those specified previously, to install new devices on the equipment which may be recommended or directed by insurance companies, federal, state, municipal or other authorities, to make changes or modifications in design, or to make any replacements with parts of a different design. We are responsible to perform such work as is required due to ordinary wear and tear. [Unless otherwise agreed], We are not responsible for any work required due to obsolescence; accident; abuse; misuse; vandalism; adverse machine room conditions (including temperature variations below 60 degrees and above 90 degrees Fahrenheit) or excessive humidity; adverse premises or environmental conditions, power fluctuations, rust, or any other cause beyond our control. We will not be responsible for correction of outstanding violations or test requirements cited by appropriate authorities prior to the effective date of this agreement. 7. Invoices (including invoices for extra work outside the fixed price) will be paid upon presentation, on or before the last day of the month prior to the billing period. Late or non-payments will result in: (a) Interest on past due amounts at 1%% per month or the highest legal rate available; (b) Termination of the Agreement on ten (10) days prior written notice; and (c) Attorneys' fees, cost of collection and all other appropriate remedies for breach of contract. 8. If either party to this Agreement claims default by the other, written notice of at least 10 days shall be provided, specifically describing the default. If cure of the default is not commenced within the ten-day notification period, this Agreement may be terminated. In the event of litigation, the prevailing party will be entitled to its reasonable attorneys' fees and costs. Page 8 of 9 GPEY-8D2QZL 2011.2 9. Any proprietary material, information, data or devices contained in the equipment or work provided hereunder, or any component or feature thereof, remains our property. This includes, but is not limited to, any tools, devices, manuals, software (which is subject to a limited license for use in this building/premises/ equipment only), modems, source/ access/ object codes, passwords and the Schindler Remote Monitoring feature ("SRM") (if applicable) which we will deactivate and remove if the Agreement is terminated. 10. You will prevent access to the Equipment, including the SRM feature and/or dedicated telephone line if applicable, by anyone other than us. We will not be responsible for any claims, losses, demands, lawsuits, judgment, verdicts, awards or settlements ("claims") arising from the use or misuse of SRM, if it or any portion of it has been modified, tampered with, misused or abused. We will not be responsible for use, misuse, or misinterpretation of the reports, calls, signals, alarms or other such SRM output, nor for claims arising from acts or omissions of others in connection with SRM or from interruptions of telephone service to SRM regardless of cause. You agree that you will defend, indemnify and hold us harmless from and against any such claims, and from any and all claims arising out of or in connection with this Agreement, and/or the Equipment, unless caused directly and solely by our established fault. 11. Should this Agreement be accepted by you in the form of a purchase order, the terms and conditions of this Agreement will take precedence over those of the purchase order. 12. Schindler Elevator Corporation is insured at all locations where it undertakes business for the type of insurance. You agree to accept in full satisfaction of the insurance requirements for this Agreement, our standard Certificate of Insurance. We will not name additional insureds. Limits of liability as follows: (a) Workers' Compensation -Equal to or in excess of limits of Workers' Compensation laws in all states and the District of Columbia. (b) Comprehensive Liability - Up to Two Million Dollars ($2,000,000.00) single limit per occurrence, ProductsfCompleted Ops Aggregate $5,000,000. (c) Auto Liability - $5,000,000 CSL. (d) Employer's Liability - $5,000,000 Each Accident/Employee/Policy Limit. Page 9 of 9 GPEY-8D2QZL 2011.2