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2021-185-E AMS-OTIS Elevator Company construction agreement
DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 DS 1a� [Departmental Use Only] TITLE OTIS ELEVATOR FY 2021 NORTH CAROLINA CONSTRUCTION AGREEMENT UNDER$250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement"), made and entered into this loth day of March , 2021, by and between, (hereinafter called the "Contractor"), and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the "County," and OTIS Elevator Company, (hereinafter, the "Provider"). WITNESSETH: That the Contractor and the Owner, for the consideration herein named, agree as follows: 1. CONTRACT DOCUMENTS; PRIORITY The Contract Documents consist of this Agreement, the Request for Proposals, Proposal, Construction Drawings, and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement. b. Designer Approved Bulletins and/or Field Orders. c. Request for Proposals and addenda thereto. d. Proposal. 2. SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform all of the work required by this Agreement within the time period stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents,which are made a part hereof as if fully contained herein: a. Construction Drawings prepared.by N/A (Sheet dated ) b. Written specifications prepared by the project engineer. c. proposal dated, 01/17/2020 which fully describes the work to be performed. Such work will hereafter be called the "Work". d. Related documents listed under Section 1 above. 3. TERM AND SCHEDULING Revised 12/18 1 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 a. The Contractor agrees to commence work pursuant to the written Notice to Proceed. b. The Contractor agrees to complete substantially all Work by February 28,2024. c. Time is of the essence with respect to all dates specified in the Contract Documents as Completion Dates. d. The Contractor shall perform the Work in the time, manner, and form required by the Contract Documents and as stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner. e. It is expressly understood that the Owner will employ other contractors to perform work as a part of the Project whose work will be performed simultaneously and sequentially with the performance of the Work by the Contractor. It shall be necessary for the Contractor to coordinate its activities with such other contractors, particularly with respect to access to work areas, storage of materials and other common facilities. £ Should the Owner determine that the Contractor is behind schedule Owner may require, at no additional cost to the Owner, the Contractor to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary,to perform the Work in accordance with the approved project schedule. g. Contractor will provide union labor and will make reasonable efforts to ensure that they will work in harmony with others. To effect this, Contractor agrees to provide sufficient workers, equipment and materials for prompt and diligent prosecution of the work. Notwithstanding any language to the contrary contained in the contract documents, a work stoppage, whether caused by strikes, lockouts or other labor disputes, shall not constitute a breach of contract or an event of default. h. Contractor's ability to maintain scheduled job progress is conditioned upon Contractor being allowed additional time for delays beyond their control as well as the timely furnishing to them of completed and code compliant hoistway(s) (wellways) and machine rooms, necessary approvals and power of proper characteristics, all for our uninterrupted use. 4. STANDARD OF CARE a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the highest generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Contractor is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work. b. The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance or configuration. c. Contractor shall be responsible for all errors or omissions caused by its employees, agents, contractors, or assigns in the performance of the Agreement. Contractor shall correct any Revised 12/18 2 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the Owner. d. Contractor is an independent contractor of Owner. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the Owner, 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 Contractor. e. If activities related to the performance of this Agreement require specific licenses, certifications,or related credentials Contractor 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. f. The Contractor is responsible for all physical damage to owned or rented machinery, tools, equipment, forms, and other items owned, rented or used by the Contractor and/or Subcontractor(s) in the performance of the Work including all of Owner's property in Contractor's care, custody, or control, and all such property while it is in transit. g. The Contractor is solely responsible for obtaining all permits necessary to complete the Work in compliance with all local, state, and federal laws. 5. PAYMENT & TAXES a. The Owner hereby agrees to pay to the Contractor for the faithful performance of this Agreement, and the Contractor hereby agrees to perform all of the Work for a sum not-to- exceed Seventy Thousand Dollars ($70,020.00). b. Should Owner reasonably determine that Contractor has failed to perform the Work, Owner, at its discretion may provide the Contractor ten (10) days to cure the breach. Owner may withhold the accompanying payment without penalty until such time as Contractor cures the breach. i. Should Contractor or its representatives fail to cure the breach within ten (10) days, or fail to reasonably agree to such modified schedule, Owner may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Contractor. ii. This section shall not be interpreted to limit the definition of breach to the failure to perform the Work related to a Request for Payment. c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of its subcontractors. Revised 12/18 3 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 6. INSURANCE AND BONDS a. Contractor will obtain insurance and supply an insurance certificate evidencing the insurance carried by us which is conditioned on the understanding that it represents full compliance with all insurance requirements applying to us on this project. Contractor does not provide copies of its insurance policies, certified or otherwise, waiver our or our insurers' rights of subrogation nor name parties as additional insured. Coverage will be on an occurrence basis and in accordance with the coverage limits outlined in the contract documents. Renewal certificates will be provided during the term of the contract. In lieu of Commercial General Liability and naming parties as additional insured, such parties shall be named insured on an Owner's and Contractor's Protective (OCP) Liability policy with a limit of$2,000,000. b. If the project is covered by an Owner/Contractor Controlled Insurance Program (OCIP/CCIP), and if Contractor agrees to participate it shall be at no to Contractor and subject to its review and acceptance of the proposed program. Contractor does not allow credits, deducts, or the reduction of its goods and services in exchange for the participation in an OCIP/CLIP program. The OCP obligation is waived and any obligation of Contractor to name others as Additional Insured shall be for offsite operations only. Liability policies, Dec Pages, and all rating information have been deemed proprietary. As such, this information will not be shared under and circumstance. c. Owner shall maintain"Builder Risk"insurance upon the full value of our Work and material delivered to the job site, at no cost to Contractor. 7. INDEMNITY a. Contractor agrees to indemnify Owner and its agents and employees for any claims, damages, losses and expenses, including attorney's fees, due to personal injury, or property damage to the extent caused by Contractor negligent or wrongful acts or omissions, or the negligent or wrongful acts or omissions of Contractor employees, agents and subcontractors subcontractors during the performance of this contract, but not to the extent caused by others. Each party shall defend itself in the event of a lawsuit. The indemnification obligation under this paragraph shall not be limited in any way by any limitation of the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefits acts, or other employee benefits acts. b. In the event any lien is filed against Owner's property, Contractor shall, at Contractor's expense, defend Owner against all such claims of lien. c. Upon completion of the Work the Contractor shall execute an affidavit stating there are no unpaid debts for any work that has been done or materials that have been furnished to the project prior to and as of the date of substantial completion and further stating that Contractor shall indemnify, save and protect Owner and Owner's lender, if any, harmless from and against any and all claims, liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable attorney's fees related thereto) arising out of, in connection with, or resulting from any such debts and liens. Such indemnification shall be in a form and substance acceptable to Owner. 8. DISPUTE RESOLUTION AND GOVERNING LAW a. Any dispute with respect to any provision of, or the performance or non-performance of, this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is Revised 12/18 4 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 incorporated herein by reference and may be viewed at http://www.oran_eg countync. og v/departments/purchasing division/contracts.php). b. The laws of the State of North Carolina shall apply to the interpretation and enforcement of this Agreement. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or nonperformance of, this Agreement or the Contract shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. c. Notice of any claim by Owner or Contractor must be initiated by written notice to the other Party within thirty(30) days of the occurrence of the event giving rise to the claim or within thirty(30)days of the discovery of the event or condition giving rise to the claim,whichever is later. i. Should any claim be made, regardless of whether such claim is made by Owner or Contractor, Contractor shall continue to faithfully and diligently perform the Work in such a manner as to meet all scheduled timelines. Any failure to faithfully and diligently perform the Work may be deemed,by the Owner,a breach of the Contract. ii. If a claim is made such claim shall be made to the initial decision maker,if applicable, who may request more supporting data, reject the claim in whole or in part, approve the claim in whole or in part or advise the parties the claim is unable to be resolved. iii. If a claim is made by the Owner the Owner may, but is not obligated to, notify the surety. 9. NON—APPROPRIATION a. Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. b. In the event that public funds are unavailable and not appropriated for the performance of Owner's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of public funds. It is expressly agreed that Owner 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. c. In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal authority. 10.NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Revised 12/18 5 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 Owner: Contractor: Orange County Attn: P.O. Box 8181 Hillsborough,NC 27278 11. MISCELLANEOUS a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties and Obligations imposed by state, federal or local law, rules, regulations and ordinances. b. No act or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty granted them under the Contract Documents,nor shall any act or failure to act constitute any approval except as specifically agreed in writing. c. The Work shall be tested and inspected as required by the Contract Documents and as required by law. Contractor shall only be required to conduct tests and inspections directly related to the Work. Contractor shall not be responsible for tests and inspections all related costs conducted by other vendors. The costs for material and structural testing shall be conducted by an independent third party at the expense of the Owner. Delays related to any of the aforementioned tests and inspections shall not be grounds for delaying the completion of the work. If any such tests and inspections reveal deficiencies in the Work such that the Work does not comply with terms or requirements of the Contract Documents and/or the requirements of any code or law the Contractor is solely responsible for the cost of bringing such deficiencies into compliance with the terms of the Contract Documents and/or any code or law. d. Should the Architect, if an architect is retained for the project involving the Work, or Owner reject any portion of the Work for failing to comply with the Contract Documents Contractor shall immediately, at Contractor's expense, correct the Work. Any such rejection may be made before or after substantial completion. If applicable, any additional expense borne by the Architect under this section shall be paid at Contractor's expense. e. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner. £ By executing this Agreement Contractor affirms that Contractor and any subcontractors of Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. g. By executing this Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. h. By executing this Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. i. The County has designated ( ) to act as the County's representative with respect to the Revised 12/18 6 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 Work and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. j. Contractor shall at all times remain in compliance with all applicable local, state, and federal laws,rules, and regulations including but not limited to all state and federal nondiscrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at http://www.oranaecountync.aov/departments/purchasing division/contracts.php). Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. k. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 1. Contractor does not assume any liability or responsibility for damage to its work or materials caused by the Owner or anyone for whom the Owner is responsible. m. Contractor agrees to abide by Owner's Safety Policy as long as said policy is not in conflict with Contractor's own Safety Policy. Contractor agrees to accept liability for the cost of penalties incurred by Owner pursuant to governing Occupational Health and Safety acts that result from Contractor's acts or omissions. Contractor does not assume any liability or responsibility for damage to its work or materials caused by the Owner. n. Owner will provide suitable, secure storage areas, adjacent to the elevator shafts, for Contractor's material and equipment during the course of the work. o. Parties understand that the work is to be performed for a fixed price at the amount indicated in the Agreement. This amount shall only be adjusted by properly approved change orders or written directives indicating related modifications to the scope of work and/or to the terms and conditions. Any and all proposed change orders or written directives must be sent to Contractor for approval prior to handover of the equipment. p. Contractor's acceptance is conditioned on the understanding that Contractor's warranty only covers defective material and workmanship, that the guarantee period shall not extend longer than ninety(90) days from the date of completion of each elevator, (or the work); and that it excludes ordinary wear and tear or improper use, vandalism, abuse, misuse or neglect by others. THIS EXPRESS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. q. Contractor agrees to pay for the cost of one inspection after completion of the Work. Should additional inspections be necessary for causes not attributable to Contractor, Owner Revised 12/18 7 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 agrees to pay for said inspections. r. Contractor accepts the Owner's right to assign this Contract, but only with Contractor's written approval, which will not be unreasonably withheld. s. Owner agrees to notify Contractor if Owner becomes aware prior to the completion of the work of the existence of asbestos or other hazardous material in any elevator hoistway, machine room, hallway or other place in the building where Contractor's personnel are or may be required to perform their work. In the event it should become necessary to abate, encapsulate,or remove asbestos or other hazardous material from the building,Owner agrees to be responsible for such abatement, encapsulation or removal, and any governmental reporting,and in such event Contractor shall be entitled to delay its work until it is reasonably determined to Contractor's satisfaction that no hazard exists. t. All software supplied with Owner's elevator is licensed to Owner or Owner's successors but only for use with, and for the operation of this elevator. Use of such software for any other purpose is prohibited. Contractor will supply an Owner's manual with instructions on how to operate and maintain this elevator. Contractor will not supply any additional information such as internal Otis manuals,manufacturing drawings or source code.Any counters,meters, tools,remote monitoring devices, communication devices,resident software or other service equipment ("Otis Peripherals") which we may use or install to deliver service under this Contract remains our property, solely for the use of Contractor's employees. Otis Peripherals are not considered as part of the elevator. If this contract or subsequent maintenance service is terminated for any reason, Contractor will be given access to the premises to remove the Otis Peripherals at Contractor's expense. u. Contractor supports Owner's efforts in attempting to maintain a safe,healthy and productive working environment; however, Contractor cannot agree to authorize any party to search Contractor's employees or require Contractor's employees to submit to any tests. Contractor will take appropriate action in the event that Owner advises Contractor of any action by any of the Contractor's employees that is contrary to the maintenance of a safe, healthy and productive workplace. v. The equipment that Contractor will provide under this order is produced from components procured from a variety of sources located throughout the world. Therefore, Contractor cannot confirm compliance with the Buy American Act (or applicable Domestic Sourcing Act). However,these components are selected or designed to meet applicable U.S. standards and the final unit is assembled in the United States. w. All schedules, start dates, durations, completion dates and schedule revisions shall be agreed to in writing by both parties before becoming effective. 12. CONSEQUENTIAL AND LIQUIDATED DAMAGES a. Owner and Contractor mutually waive any claim against each other for consequential damages. Consequential Damages include: i. Damages incurred by Owner for loss of use, income, financing, or business. ii. Damages incurred by Contractor for office expenses, including personnel, loss of Revised 12/18 8 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 financing, profit, income, business, damage to reputation, or any other non-direct damages. b. Liquidated damages shall be in accord with the Contract Documents. If the Contract Documents do not otherwise address liquidated damages, such damages shall be in the amount of two hundred and fifty dollars ($250.00)per day. 13. TERMINATION OR SUSPENSION a. The Owner may, without cause, order the Contractor to terminate, suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. i. If Owner issues a written order to delay, suspend, or interrupt the Work, and such order is not due to or as a result of any fault on the part of the Contractor or any subcontractor,the Contractor may recover a per diem amount of five hundred dollars ($500.00)per day with a not-to-exceed limit of ten thousand dollars ($10,000.00). ii. In the event of termination by the Owner under this Agreement,the Contractor shall be entitled to receive its reasonable and documented direct costs prior to termination, including the cost of materials purchased for the Work which purchases cannot be canceled or which material cannot reasonably be used by the Contractor on other work, and the cost of closing down the work in a safe and efficient manner. iii.If Owner elects to suspend or terminate the contract pursuant to subparagraphs 13.a.i. or 13 a.ii. the sole remedy available to the Contractor are those listed in the subparagraphs and Contractor is not entitled to any right to further claims for any amount owed or disputed or for payment of damages alleged to have been sustained as a result of Owner's order to delay, suspend, or interrupt the Work. b. The Owner may, with cause, order the Contractor to suspend, delay or interrupt the Work in whole or in part for such period of time as the cause remains. i. If Owner issues a written order to delay, suspend, or interrupt the Work, and such order is due to or as a result of any fault on the part of the Contractor or any subcontractor, the Owner may reduce payment at a per diem amount of two hundred and fifty dollars ($250.00)per day. c. Contractor may terminate the Contract if,at the Owner's written direction,the Work is stopped for twenty one (21) consecutive days through no act or fault of the Contractor, their agents or employees,or a subcontractor or their agents or employees or any other person performing work pursuant to the Contract Documents. Contractor may terminate the Contract if a Court or other Public authority having jurisdiction enters a lawful order that requires all work to be stopped and such stoppage lasts for twenty one (21) consecutive days. 14. SPECIAL PROVISIONS The below special provisions shall override any conflicting paragraphs above DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 a. Contractor shall charge the Owner at an hourly rate for services to be performed, plus the costs of any materials and shall charge by invoice, which shall be subject to approval and audit by Orange County,NC, staff as designated. b. Contractor agrees to abide by Owner's safety policy as long as said policy is not in conflict with Contractor's safety policy(ies) or Contractor's agreement with the International Union of Elevator Constructors (IUEC). c. Owner agrees to provide Contractor with unrestricted ready and safe access to all areas of the building in which any Work is performed and keep all machine rooms and pit areas free from water, stored materials and excessive debris, waste or hazardous materials. d. If Owner is aware of any elevator or escalator malfunctioning or in a dangerous condition, Customer agrees to immediately notify Contractor using the 24-hour OTISLINE service. Until such condition is corrected, Owner agrees to keep the elevator or escalator removed from operation and take all reasonable steps to prevent unauthorized access or use. Further, Owner shall be responsible for posting warnings in connection with such units. e. In the interest of safety, Owner will not allow others to do any alterations, additions, adjustments, or repairs to the equipment that is being maintained by the Contractor during the term of the Contract. To the extent that Owner intends to have others furnish labor, service, or materials that are outside the scope of Work that Contractor is providing to Owner pursuant to the Contract, prior to any such out of scope work by others Owner shall give Contractor reasonable prior notice in writing,or any such intended out of scope work. If any out of scope work performed by other renders any equipment or area in Contractor's opinion, unsafe (hereinafter "Unsafe Condition") then Owner agrees Contractor is excused, without default or penalty until such Unsafe Condition is corrected at no cost to Contractor. f. Contractor agrees to the Owner's right to inspect and reject Contractor's work. If any work is rejected, Contractor must be allowed a reasonable time, upon receipt of prior written notice, in order to remove the deficiency. g. All schedules, start dates,completion dates,durations, and schedule revisions shall be agreed to in writing by both parties before becoming effective. The parties acknowledge that time is of the essence in performing services under this contract and that all work shall be completed within ten (10) business days after a Notice to Proceed unless otherwise agreed to by the parties. h. Contractor does not agree to any termination/suspension for convenience by the Owner. The Owner, however, by written notice to the Contractor, terminate this Contract if Contractor fails to perform any of its material obligations hereunder and does not commence to cure such failure within thirty(30) days after receipt of written notice from the Owner specifying in detail such failure. i. In the event portions of the building or certain buildings are permanently closed and as a result of this closure elevators or escalators ("Units")is/are removed from service the Unit(s) will be deemed suspended from maintenance service. The amount of the payments allocable to the Unit(s) removed from service shall be prorated for the period the Unit(s) are out of service. The remaining Unit(s) shall remain under the terms of the Maintenance Contract. Owner agrees to provide Owner with at least thirty(30)days prior written notice in the event of such closure and suspension. DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 14. ENTIRE AGREEMENT All of the documents listed, referenced or described in this Agreement, the written Notice-to- Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents, Revised 12/18 9 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 and the work, labor,materials and completed construction required by the Contract Documents and all parts thereof is the Work. The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. If any provision of the Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. [SIGNATURE PAGE TO FOLLOW] Revised 12/18 10 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the day and date first above written wholly or in a number of counterparts each of which shall, without proof or accounting for other counterparts, be deemed an original contract. ORANGE COUNTY CONTRACTOR FocuSigned by: DocuSigned by: mt, (� *mt yluS NISI iV�.�. RtwV Ililffi 475KYflfftiYMrd, Signature Bonnie Hammersley,County Manager 3/31/2021 Printed Name and Title 3/29/2021 Revised 12/18 11 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name:OTIS Elevator Company Party/Vendor Contact Person:Kimberly Willougby Contact Phone:919-510-6417 Party/Vendor Address:200 Perimeter Park Drive Suite 2 City:Morrisville State: NC Zip:27560 Department: AMS Amount: $70,020.00 Purpose: 3 Year Service Agreement Budget Code(s): 10240320-630000 Vendor#50936(N/A if new Q vendor)Vendor is a BOCC consultant?Yes No Contract Type: (Check one)New _ Renewal Amendment Effective Date Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuSigned by: Department Director's Signatur SIcy aVln, Date:3/18/2021 Agreements for emergency services 5Yf1W84ffost subject to the above affirmation.If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: DocuSigned ""by: '' Office of the Risk Management Offic r&A, C,Ovv�.�h Date: 3/30/2021 7FDCF9176800498... Lp Financial Services This instrument has been pre-audited irn4E5181ACC1409 �gXquired by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer �p '�./21. Date: 3/31/2021 ... Legal Services This agreement is approved as to legal form and sufficiency: DocuSigned by: Office of the County Attor CeX&uL kt Ml& Date: 3/31/2021 4C5F3CDDFOB94F6... Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: sin erg soll@oran eg count. cc._og_v The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 12/18 12 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 Cn DATE: 01/17/2020 TO: FROM: Orange County Public Works Otis Elevator Company Asset Mgmt Svcs 200 Perimeter Park Dr, Ste A _ Po Box 8181 Morrisville,NC 27560 Hillsborough,NC 272788181 EQUIPMENT LOCATION: Kimberly Willoughby LINK GOVT CENTER Phone: (984)215-0643 200 S Cameron Street Fax: Hillsborough,NC 27278 PROPOSAL NUMBER: A0I597 EQUIPMENT DESCRIPTION: No Of Units Type Of Units Manufacturer Customer Machine Number Designation 7 HYDRAULIC OTIS ELEVATOR ONLY ELV Z54569,Z54568, COMPANY *ADA* ,ONLY Z54565,Z54566, ELV Z54567,Z54564, RICHARD E 210768 WHITD,ONLY ,ONLY ONLY ELV , ONLY ELV *ADA* 1 HYDRAULIC SCHINDLER ONLY ELV F62569 *ADA* 3 HYDRAULIC THYSSEN ONLY F62549,F62558, ONLY F62554 ONLY 1 OTHER INDEPENDENT ONLY ELV F17874 OTIS MAINTENANCE We propose to furnish Otis Maintenance on the equipment("Units")described above. Otis Maintenance is a full preventive maintenance service intended to protect your investment,extend equipment life,and provide a high level of performance and reliability. OTIS MAINTENANCE MANAGEMENT SYSTEMSM We will use the Otis Maintenance Management System preventive maintenance program to deliver service tailored to your specific building needs. Equipment type,component life,equipment usage,and building environment will be taken into account by the OMMS®scheduling system,which will be used to plan maintenance activities in advance. The Units will be provided with devices to monitor equipment usage. We will use OMMS standard work processes developed and continuously improved by Otis. Under this Contract, we will maintain the Units on the following terms and conditions: PERFORMANCE ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 1 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 MAINTENANCE We will maintain the Units using trained personnel directly employed and supervised by us. The maintenance will include inspection,lubrication,and 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,brush holders,and bearings. ■ Governor components, governor sheaves and shaft assemblies, bearings, contacts, governor jaws, deflector or secondary sheaves, car and counterweight buffers, car and counterweight guide rails, car and counterweight sheave assemblies, top and bottom limit switches, governor tension sheave assemblies, and compensating sheave assemblies. ■ Pumps, pump motors, operating valves, valve motors, leveling valves, plunger packings, exposed piping, above ground plungers and cylinders,and hydraulic fluid tanks. ■ Escalator handrails, handrail drive chains, handrail brush guards, handrail guide rollers, alignment devices, steps, step treads, step wheels, step chains, step axle bushings,comb plates,floor plates,tracks, external gearing, and drive chains. ■ Escalator upper drives, upper drive bearings, tension sprocket bearings, upper newel bearings and lower newel bearings,demarcation lights,and comb lights. RELIABILITY PARTS COVERAGE If necessary, due to normal usage and wear, Otis will repair or replace any of the parts specified above at their sole discretion, unless specifically excluded elsewhere in the contract. Any parts under this Contract requiring replacement will be replaced with parts selected by Otis. In addition, we will replace all wire ropes or coated steel belts as often as necessary to maintain an appropriate factor of safety. As conditions, usage, or Code warrants, we will equalize the tension on hoisting ropes, resocket ropes for drum machines,and repair or replace conductor cables and hoistway and machine-room elevator wiring PARTS INVENTORY We will during the term of this Contract maintain a supply of frequently used replacement parts and lubricants selected by Otis to meet the specific routine requirements of the Units. Any replacement parts stored in the machine room remain our property until installed in the Units. We further agree to maintain a supply of routine replacement parts available for express delivery in case of emergencies. QUALITY CONTROL We will periodically conduct field audits of our personnel and the Units to maintain quality standards. Otis field engineers will provide technical assistance, technical information, and Code consultation to support our maintenance organization. RESPONSIVENESS 24-HOUR DISPATCHING We will, at your request, provide you with access to eService and our OTISLINE 24-hour, year-round dispatching service. In the event a Unit malfunction occurs between regular examinations,you will be able to place a service call on eService or through an OTISLINE customer service representative, who will, at your request, dispatch an examiner to perform service. In the event Otis receives an emergency call from the phone in the elevator and a passenger indicates a need for assistance, Otis shall attempt to contact a building representative for an assessment of the situation and authorization to respond to the call. If Otis is unable to reach a building representative, Otis shall respond to the emergency call from the phone in the elevator. The visit will be treated as a Callback. It is your responsibility to: (a) ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 2 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 have a representative available to receive and respond to OTISLINE calls; and (b) maintain working telephone equipment. COMMUNICATION CUSTOMER REPRESENTATIVE As a service to you,and at your request an Otis representative will be available to discuss with you your elevator needs in ► the areas of modernization, traffic handling ability, recommendations and requirements of Code authorities, proper use and care of the Units, and the OMMS 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. REPORTS—eSERVICE We will use the OMMS program to record completion of maintenance procedures. We will,at your request,provide you ► access to eService. You will be able to access twelve (12) months of repair, completed maintenance procedure and service call history for the Unit(s). You will be responsible for obtaining Internet access to use eService. SAFETY AND ENVIRONMENT 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 a monthly basis. If during the initial firefighters'service test any elevator firefighters'service is found to be inoperable,the building will be responsible for all of the cost associated with the repairs necessary to bring the unit in compliance with the applicable Codes. SAFETY TRAINING We will instruct our personnel to use appropriate personal protection equipment and follow safe work practices. ENVIRONMENTAL PROTECTION Otis endeavors to reduce generation of waste materials, to minimize risks to the environment, customers, the general public and Otis employees,and to comply with all federal and state environmental laws and regulations. Material Safety Data Sheet(MSDS)Manuals are available for review at your request. You assume responsibility for removal of wastes, including but not limited to hydraulic oil, spoils, asbestos, etc., as it is not part of this Contract. MAINLINE DISCONNECTS You agree to engage a qualified electrician to service at least once annually the elevator mainline disconnects located in the elevator equipment room. SHARED RESPONSIBILITY You agree to provide us unrestricted ready and safe access to all areas of the building in which any part of the Units are located and to keep all machine rooms and pit areas free from water, stored materials,and debris. You agree to provide a safe work place for our personnel, and to remove and remediate any waste or hazardous materials in accordance with applicable laws and regulations. ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 3 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 If any Unit is malfunctioning or is in a dangerous condition, you agree to immediately notify us using the 24-hour OTISLINE service. Until the problem is corrected, you agree to remove the Unit from service and take all necessary precautions to prevent access or use. You agree to properly post,maintain, and preserve any and all instructions or warnings to passengers in connection with the use of any Units. 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(1) clicking on"The Americas"tab on the left side of the website; (2)choosing"US/English"to take you to the"USA"web page; (3)clicking on the"Otis Safety"link on ► the left side of the page; and(4)downloading the"Lockout Tagout Policy Otis 6.0"and"Mechanical Energy Policy Otis 7.0," both of which are in .pdf format on the right side of the website page. Customer agrees that it will disseminate these procedures throughout its organization to the appropriate personnel who may interact with Otis personnel while Otis personnel are working on site at Customer's facility. WORK SCHEDULE NORMALHOURS All maintenance procedures and repairs will be performed during our regular working hours of our regular working days for the examiners who perform the service. All lamp and signal replacements will be performed during regular examinations. For purposes of this Contract, a Callback is a response by Otis to a request for service or assistance made (a) by the customer or customer representative, (b) by the building or building representative; (c) by emergency personnel; (d) through the ADA phone line, and/or (e) through REM®monitoring system, for service or assistance, on an as needed basis,excluding regularly scheduled maintenance. Regular working hours: 8:00 AM—4:30 PM. Regular working days:Monday—Friday excluding holidays. OVERTIME Callbacks outside of regular working hours will be billed at standard overtime rates. OWNERSHIP AND LICENSES WIRING DIAGRAMS You agree to provide us with current wiring diagrams reflecting all previously made changes for Units covered by this Contract to facilitate proper maintenance of the equipment. We shall maintain the wiring diagrams so that they properly reflect any changes made by Otis to the equipment. These diagrams will remain your property. OTIS SERVICE EQUIPMENT Any counters, meters, tools, 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 service is terminated for any reason, we will be given access to your premises to remove the service equipment,including the resident software,at our expense. OTIS SOFTWARE Software owned by Otis may be embedded in parts or otherwise provided by Otis as part of this maintenance agreement. You have the right to use this software only for operation of the units for which the part was provided. You may also make a backup or archival copy of the software, provided you reproduce the copyright notice and any other legend of ownership on the copy. You may not otherwise copy, display, adapt, modify, distribute, reverse assemble, reverse ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 4 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 compile, or otherwise translate the software. You will not transfer possession of the software except as part of a transfer of ownership of the Units and the assumption of the rights and obligations under this agreement by the transferee. NON-OTIS SOFTWARE You retain your rights to any software not provided by Otis contained in the Units and agree to allow Otis to make one backup or archival copy for you. SERVICE TOOLS You are responsible to secure our right to use any special service tools required to maintain your non- Otis equipment. These tools must be provided prior to us beginning maintenance on such equipment. THE UNITS It is agreed that we do not assume possession or control of the Units, that such Units remain yours solely as owner and operator, lessee, or agent of the owner or lessee, and that you are solely responsible for all requirements imposed by any federal,state,or local law,Code,ordinance or regulation. CLARIFICATIONS This Contract does not cover car enclosures (including, but not limited to, wall panels, door panels, car gates, plenum chambers, hung ceilings, lighting, light diffusers, light tubes and bulbs, handrails, mirrors and floor coverings), rail alignment,hoistway enclosures,hoistway gates,hoistway inserts and brackets,mainline disconnect switches,doors,door frames, sills, swing door hinges and closing devices, below ground or unexposed hydraulic cylinders and plungers, buried or unexposed piping, escalator balustrades, escalator lighting or wedge guards. Without affecting our obligation to provide service under this Contract,you agree to permit us to train our personnel on the Units. This Contract does not cover computer and microcomputer devices, such as terminal keyboards and display units that are not exclusively dedicated to the elevator system. This Contract does not cover telephones installed by others, intercoms, heat sensors, smoke sensors, communications equipment, or safety signaling equipment, or instructions or warnings in connection with use by passengers. Calls for repairs that fall outside of the scope of this contract will incur charges for travel time, plus vehicle surcharges and expenses. We will not be required: (i) to make any tests other than that as specifically set forth herein; (ii) to make any replacements with parts of a different design or type; (iii)to make any changes in the existing design of the Units; (iv)to alter, update, modernize or install new attachments to any Units, whether 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 and(vi)to replace or repair any component or system utilizing obsolete or discontinued parts, including parts for which the original design is no longer manufactured by the original equipment manufacturers, or parts where the original item has been replaced by an item of different design or is replaceable only by fabrication; (vii)to provide reconditioned or used parts; (viii)to make any replacements, renewals, or repairs necessitated by reason of any cause beyond our control including,but not limited to, fire,explosion, theft,floods,water,weather,earthquake,vandalism,misuse,abuse,mischief,or repairs by others. You assume responsibility for the cost of correcting all Elevator Code violations existing on the date we enter into this Contract. If such Code violations or other outstanding safety violations are not corrected in accordance with this Contract,Otis may with respect to the equipment not meeting Code requirements cancel this Contract without penalty by providing thirty(30)days written notice. Should you require us to interface with a third party work order,insurance or safety systems,Otis will add an appropriate fee to cover the additional cost associated with this service. Neither party shall 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, weather, earthquake,riot,civil commotion,war,vandalism,misuse,abuse,mischief,or acts of God. We agree that we shall be liable for accidents and injuries to person or property when adjudged to have been caused by the sole negligence or willful misconduct of Otis or our employees. In all other instances, Customer shall indemnify, defend and hold us harmless against all claims, damages, losses, costs, and expenses(including attorney's fees and other litigation costs) arising out of or connected with the use, repair, maintenance, operation or condition of the Equipment. We shall maintain worker's compensation and employers' liability insurance covering our liability for injury or death ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 5 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 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. If either party so requires, in writing,the other parry shall furnish certificates of insurance evidencing the above insurance coverages. Notwithstanding any other agreement or provision to the contrary,under no circumstances will either party be liable for any indirect, special 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. You agree to provide us unrestricted ready and safe access to all areas of the building in which any part of the Units are located, to keep all machine rooms and pit areas free from water, stored materials, and debris, to provide a safe work place for our personnel, to remove and remediate any waste or hazardous materials in accordance with applicable laws and regulations,and to provide a grounded, 3-prong electrical system and proper lighting in the machine rooms and pits. We shall not be obliged to perform until such unsafe condition has been remedied. If any Unit is malfunctioning or is in a dangerous condition,you agree to notify us as soon as possible using the 24-hour OTISLINE® service. Until the problem is corrected, you agree to remove the Unit from service and take all necessary precautions to prevent access or use. You will provide written notice within twenty-four hours after occurrence of any accident in or about the elevator (s) and/or escalator(s)to us and if required by law,to any local authorities. You further agree to preserve replaced parts. Escalator Units are designed only for transporting passengers. For escalator Units, you agree to take all necessary measures to prevent other items from being conveyed, so that features designed to protect passengers and prevent property damage are not damaged. When stationary,escalators are to be properly barricaded and not to be used as steps. You agree to properly post,maintain, and preserve any and all instructions or warnings to passengers in connection with the use of any Units. In the event of an entrapment, Customer 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. Customer agrees that its agents,contractors,employees or representatives shall not attempt to extricate any passengers from an elevator that becomes stalled within the hoistway. 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), excessive humidity, adverse environmental conditions, water damage, rust, fire, explosion, acts of God, misuse,or vandalism. If this Agreement is terminated prematurely for any reason, other than our own default, you agree to pay as liquidated damages,and not as a penalty,one-half(50%)of the remaining amount due under this Agreement. 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. We will not be liable for any claim, injury, delay, death or loss or property resulting from telephone equipment failure, false alarms, interruption of telephone service, or"no voice calls", i.e. calls from inside the equipment to Otisline where there is no verbal response to the Otisline operator. ALTERATIONS You will not allow others to make alterations,additions,adjustments,or repairs to the equipment. SPECIAL PROVISIONS Notwithstanding any other provision herein to the contrary, the following provisions shall be applicable and govern in the event of conflict: ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 6 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 Overtime rate: $385 per hour per man. Add Units The Library elevator shall be added to this contract effective 11/01/22 at$170 per month. The West Campus elevator shall be added to this contract effective 11/01/22 at$170 per month Passmore Center lift shall be added to this contract effective 11/01/22 at$75 per month Cedar Grove Community Center lift shall be added to this contract effective 11/01/24 at$75 per month Fireman's Service Monthly Testiniz Otis shall conduct the monthly fireman's service test. Sealed PVC Warranty Otis Elevator Company has installed a polyvinyl chloride (PVC) sleeve around the underground cylinder of the following hydraulic elevator unit covered by the Contract to help protect the cylinder from corrosion. Machine numbers:Z54565 Whirled Passenger Elevator-Modernized January of 2020. For the initial term of your maintenance contract,starting on the last day of installation of the new hydraulic cylinder,but not to exceed(20)twenty years,provided that the unit has been continuously on Otis maintenance during that period of time, and the need for repair or replacement has been brought to Otis'attention,we agree to repair or replace,at no extra charge, if conditions warrant, the cylinder and the PVC sleeve. This warranty excludes damage due to improper use, misuse,neglect,work by others,and direct and consequential damages of any kind. This warranty is in lieu of all other warranties expressed or implied, including any warranty of merchantability or fitness for a particular purpose. CONTRACT PRICE AND TERM CONTRACT PRICE One thousand nine hundred forty-five dollars ($ 1,945.00 ) per month, payable Monthly PRICE ADJUSTMENT The Contract Price will be adjusted annually on the commencement date by the percentage increase or decrease in the straight time hourly labor cost under the IUEC contract then in effect. 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,we 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. TERM The Commencement Date will be 08/01/2020. The Term of this Contract unless modified under the extended term below, will be for three (3)years beginning on the Commencement Date. The Contract will automatically be renewed on the third anniversary for an additional one (1) year unless terminated by either party by giving written notice to the other party at least ninety (90) days, but no more than 120 days prior to the end of the current three (3)year term. Thereafter, the Contract will automatically be renewed on each first anniversary for an additional one(1)year term unless terminated by either party by giving written notice to the other party at least ninety(90)days,but no more than 120 days prior to the end of the then current one(1)year term. In the event that you sell the building or your interest is terminated prior to the expiration of the Contract,you agree to assign the Contract to the new owner or successor and to cause the new owner to assume your obligations under this ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 7 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 agreement. If the new owner or successor fails to assume your obligations under the Contract,then you agree to pay to Otis all sums due for the unexpired Term. PAYMENTS Beginning on the Effective Date, payments will be due and payable on or before the first day of the contract year in which services are rendered beginning on the Commencement Date. 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. You agree to pay a late charge from the date such sums become due of one and one-half percent(1.5%)per month,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,attorneys' fees)incurred by us to collect overdue amounts. Failure to pay any sum due by you within sixty(60)days will be a material breach.We may at our option declare all sums due or to become due for the unexpired term immediately due and payable as liquidated damages,and until the same are paid be discharged from further obligations under the contract. Electronic Funds Transfer Payments (ACH/EFT) Transmission Format Accepting CTX(Corporate Trade Exchange) format only. This format allows for up to 9,999 invoices per payment and supports detailed remittance data. It allows the combining of multiple invoices on a single payment and will ensure automatic credit to your accounts, as long as the entire Otis invoice number(s) is transmitted in the exact Otis format (examples below). Please use the IV (which stands for invoice number) Qualifier when providing the Otis invoice number. Minimum Payment Information The following information is required with each transmission: -Payment Amount -Use the IV Qualifier to provide the ENTIRE INVOICE NUMBER(12 numbers in exact Otis format). -Example 100400125483 or 110400087253. -Payment Date Depository Information Depository Institution: JP Morgan Chase Depository Address PO Box 31339-33631-3339, Tampa, FL 33631-3339 ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 8 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 Account Name: Otis Elevator Company Account Number: 55-20622 Bank routing Number: 071000013 If a wire transfer use this routing number: 021000021 ► Remittance Information For each transmission, please send remittance notification to Otis Elevator Company via email at REMITTANCEgOTIS.COM or fax to 860-353-5145. ACCEPTANCE This proposal,when accepted by you below and approved by our authorized representative,will constitute the entire and exclusive contract between us for the services to be provided and your authorization to perform as outlined herein. All prior or contemporaneous oral or written representations or agreements not incorporated herein will be superseded. Any purchase order issued by you in connection with the services to be provided will be deemed to be issued for your administrative or billing identification purposes only, and the parties hereto intend that the terms and conditions contained herein will exclusively govern the services to be provided. We do not give up rights under any existing contract until this proposal is fully executed. 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 in the margin by an authorized representative of Otis. THIS QUOTATION is valid for ninety(90)days from the proposal date. Submitted by: Kimberly Willoughby Title: Account Manager E-mail: kimberly.willoughby@otis.com Accepted in Duplicate CUSTOMER Otis Elevator Company Approved by Authorized Representative Approved by Authorized Representative Date: Date: Signed: Signed: Print Name: Print Name: Kristina Hurd Title Title Manager,Account Management E-mail: Name of Company ❑ Principal,Owner or Authorized Representative of Principal or Owner ❑Agent: (Name of Principal or Owner) ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 9 of 10 DocuSign Envelope ID: E2377815-D922-4567-9lC8-D342867F1906 BILL TO INFORMATION Company Name: Address: Address 2: City: State: _ Zip Code: ACCOUNTS PAYABLE CONTACT Name: Phone Number: Fax Number: E-mail: TAX STATUS Are you tax exempt? Yes No If yes,please provide tax exempt certificate Do you require a Purchase Order be listed on your invoices? Yes No If yes,please provide contact info for PO renewal: Name: Fax: Phone: E-Mail: Would you like Otis to automatically debit your bank account for your maintenance invoices? Yes No If yes,please provide blank check for bank routing and account information. ©OTIS ELEVATOR COMPANY,2011 All Rights Reserved LiNX Form MNT-OM(01/30/13)Proposal#:A0I597 Page 10 of 10 DocuSign Envelope ID: E2377815-D922-4567-91C8-D342867F1906 70, E(MM/DDIYYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 126/2021 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 have ADDITIONAL INSURED provisions or 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 MARSH USA,INC. NAME,PHONE FAX 20 CHURCH STREET,8TH FLOOR A/C,No,Ext: A/C No), HARTFORD,CT 06103 E-MAIL Q ADDRESS: Otis.certre uest Marsh.com INSURER(S)AFFORDING COVERAGE NAIC# CN103059650-Otis-STAND-20-21' INSURER A: National Union Fire Insurance Co.Of Pittsburgh,PA 19445 INSURED INSURER B: AIU Insurance Co 19399 OTIS WORLDWIDE CORPORATION OTIS ELEVATOR COMPANY INSURER C: New Hampshire Insurance Co. 23841 ONE CARRIER PLACE INSURER D: FARMINGTON,CT 06032 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-010502694-04 REVISION NUMBER: o 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY 3980241 12/01/2020 12/01/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X� OCCUR $2,000,000 General Aggregate DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 Per Project/Location MED EXP(Any one person) $ 10,000 "'$10,000,000 General Aggregate PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: Per Policy GENERAL AGGREGATE $ 2,000,000 POLICY JE� LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 4594517(AOS) 12/01/2020 12/01/2021 COEaMBINED accident SINGLE LIMIT $ 1,000,000 A X ANY AUTO 4594518(MA) 12/01/2020 12/01/2021 BODILY INJURY(Per person) $ A OWNED SCHEDULED 4594519(VA) 12/01/2020 12/01/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident) ccident $ A X UMBRELLA LIAB X OCCUR 3980244 12/01/2020 12/01/2021 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 020608650(AOS) 12/01/2020 12/01/2021 X PER oTH- AND EMPLOYERS'LIABILITY STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N 020608652(CA) 12/01/2020 12101/2021 E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) 020608653(FL) 12/01/2020 12/01/2021 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 C If yes,describe under 020608654(MA,ND,OH,WA,WI,WY) 12/01/2020 12/01/2021 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) This certificate only applies to 100 EKING ST,300 W TRYON ST-HUMAN SVC,106 E MARGARET LANE,125 COURT ST,COUNTY JAIL,510 MEADOWLANDS DRIVE,106 E MARGARET LANE,2551 HOMESTEAD ROAD,COURT AND KING STREETS,301 W TRYON STREET,200 S CAMERON STREET,106 NASH&KOLLOCK ST TRD08016A. TRD08016Z CERTIFICATE HOLDER CANCELLATION Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PO Box 8181 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Hillsborough,NC 27278 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjeeau �" ©1988-2016 ACORD CORPORATION. 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