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HomeMy WebLinkAbout2021-345-AMS-E-Otis Elevator-Justice Facility provide labor and permit for the card reader installed elevatorRevised 07/20 1 [Departmental Use Only] TITLE Justice_CardReader FY 2021/2022 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 17th day of June, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Otis Elevator, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1.Services a.Scope of Work. i)This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Provide the labor and permit for the card reader installation for the elevator located at the Justice Facility. Please see attached Proposal Number:JMN210316175344 dated 03/16/2021. ii)By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii)Time is of the essence with respect to this Agreement. iv)The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2.Responsibilities of the Provider a.Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b.Standard of Care. i)The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii)Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii)The Provider 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. iv)Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v)If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it 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. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii)Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 3 with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3.Basic Services a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provide labor and permits for the card reader installation on the elevator located at the Justice Center. b.Duration of Services a.Term. The term of this Agreement shall be from 07/01/2021 to 10/01/2021. b.Scheduling of Services. i)The Provider shall schedule and perform its activities in a timely manner. ii)Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii)The Commencement Date for the Provider's Basic Services shall be 07/01/2021. 4.Compensation a.Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Five Thousand One Hundred and One Dollars and Twenty Six Cent ($5101.26). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b.Disputes. 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. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 5.Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6.Responsibilities of the County DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 4 a.Cooperation and Coordination. The County has designated (Allison Cooper) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7.Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8.Indemnity a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10.Termination a.Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b.Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 5 terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c.Compensation After Termination. i)In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii)Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d.Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e.Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11.Additional Provisions a.Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b.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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider 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. By executing this Agreement Provider certifies that Provider 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. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 6 c.Non-Discrimination. Provider 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 non-discrimination 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.orangecountync.gov/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. d.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 have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e.Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f.Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g.Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h.Non-Appropriation. Provider acknowledges that County 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. 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 Provider 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. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 7 In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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 Provider of such limitation or change in County’s legal authority. i.Signatures. 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 the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Allison Cooper Kimberly Willoughby P.O. Box 8181 200 Perimeter Park Dr Hillsborough, NC 27278 Morrisville, NC 27560 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: B y: _________________________________ Bonnie Hammersley By: __________________________________ Vincent Morse Printed Name and Title DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A 6/30/2021 Revised 07/20 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: OTIS Elevator Party/Vendor Contact Person: Kimberly Willoughby Contact Phone: 919- 510-6417 Party/Vendor Address: 200 Perimeter Park Dr, Suite A City Morrisville State: NC Zip: 27560 Department: AMS Amount: FY 21/22 $5,101.26 Purpose: Justice Facility-Provide labor and Permit for the Card Reader Installed Elevator Budget Code(s): 10240320-570001 Vendor # 50936 (N/A if new 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: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not 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: Emergency to get done. People have been stuck in the elevator numerous of times within the past 3 months. Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A 6/21/2021 6/28/2021 6/29/2021 6/29/2021 6/30/2021 Revised 07/20 10 DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A ©Otis Elevator Company, 2011 All Rights Reserved LiNX Form 421 (04/01/12) Proposal#: JMN210316175344 Page 1 of 3 Otis Service and Repair Order DATE:03/16/2021 TO: ORANGE COUNTY GOVERNMENT Asset Mgmt Svcs Po Box 8181 Hillsborough, NC 272788181 EQUIPMENT LOCATION: ORANGE COUNTY JUSTICE 106 E Margaret Lane Hillsborough, NC 27278 FROM: Otis Elevator Company 200 Perimeter Park Dr, Ste A Morrisville, NC 27560 James Mann Phone: (919) 576-7869 PROPOSAL NUMBER: JMN210316175344 MACHINE NUMBER(S) :F62554 CUSTOMER DESIGNATION(S) : ONLY CARD READER INSTALLATION Otis shall provide the labor and permit for the card reader installation on one(1) elevator. ***All material and wiring to be provided and installed by others. PRICE:$ 5,101.26 Five thousand one hundred one dollars and twenty-six cents This price is based on a fifty percent (50 %) downpayment in the amount of $ 2,550.63. This price does not include tax. PAYMENT TERMS: The base proposal price is contingent upon receiving a pre-payment of 100% of the base contract amount. The pre-payment amount is due in full prior to ordering material and/or mobilizing. If you choose the alternative down-payment amount listed below, the corresponding Add shall be applied to the base contract amount. Down Payment Amount Price Adjustment Percentage Authorization (Initial) 50%+10% In the event 100% of the contract price is not paid up front, we must be paid the remaining balance no later than the completion of work. Final invoice will be submitted once work is scheduled This proposal, including the provisions printed on the last page(s), and the specifications and other provisions attached hereto shall, when accepted by you below and approved by our authorized representative, constitute the entire contract between us, and all prior representations or agreements not incorporated herein are superseded. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A ©Otis Elevator Company, 2011 All Rights Reserved LiNX Form 421 (04/01/12) Proposal#: JMN210316175344 Page 2 of 3 Otis Service and Repair Order Submitted by:James Mann Title:Design & Upgrade Specialist E-mail:James.Mann2@otis.com Accepted in Duplicate CUSTOMER Approved by Authorized Representative Otis Elevator Company Approved by Authorized Representative Date:Date: Signed:Signed: Print Name: Print Name:Randy Waters Title Title General Manager E-mail: Name of Company □ Principal, Owner or Authorized Representative of Principal or Owner □ Agent: ______________________________________ (Name of Principal or Owner) DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A ©Otis Elevator Company, 2011 All Rights Reserved LiNX Form 421 (04/01/12) Proposal#: JMN210316175344 Page 3 of 3 Otis Service and Repair Order TERMS AND CONDITIONS 1. The work shall be performed for the agreed price plus any applicable sales, excise or similar taxes as required by law. 2. 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. 3. This quotation is subject to change or withdrawal by us prior to acceptance. 4. We warrant to you that the work performed by us hereunder shall be free from defects, not inherent in the quality required or permitted, in material and workmanship for one (1) year from the date of substantial completion. We used commercially reasonable efforts to ensure that the EMS Panorama 2.0 software provided to you is free from viruses and vulnerabilities that may be exploited by third parties. Our duty and your remedy under this warranty are limited to our correcting any such defect you report to us within the warranty period by, at our opinion, repair or replacement, provided all payments due under the terms of this contract have been made in full. All parts used for repair or replacement under this warranty shall be good quality and furnished on an exchange basis. Printed circuit boards used for replacement parts under this warranty may be refurbished boards. Exchanged parts become our property. This warranty shall be voided if said defect is caused by your breach or negligence or unauthorized access or manipulation of the system. 5. We shall perform the work during our regular working hours of our regular working days unless otherwise agreed in writing. You shall be responsible for providing suitable storage space at the site for our material. 6. You shall obtain title to all the equipment, excluding the software, furnished hereunder when final payment for such material is received by us. 7. Any drawings, illustrations or descriptive matter furnished with the proposal are submitted only to show the general style, arrangement and dimensions of the equipment. 8. Payments shall be made as follows: A down payment of hundred percent (100%) of the price shall be paid after we have completed processing your equipment requirements, and orders are placed; the balance shall be paid on completion if the work is completed within a thirty day period. If the work is not completed within a thirty day period, monthly progress payments shall be made based on the value of any equipment ready or delivered, if any, and labor performed through the end of the month less a five percent (5%) retainage and the aggregate of previous payments. The retainage shall be paid when the work is completed. We reserve the right to discontinue our work at any time until payments shall have been made as agreed and we have assurance satisfactory to us that subsequent payments will be made when due. Payments not received within thirty (30) days of the date of invoice shall be subject to interest accrued at the rate of eighteen percent (18%) per annum or at the maximum rate allowed by applicable law, whichever is less. We shall also be entitled to reimbursement from you of the expenses, including attorney’s fees, incurred in collecting any overdue payments. 9. Any material removed by us in the performance of the work shall become our property. 10. Our performance is conditioned upon your securing any required governmental approvals for the installation of any equipment provided hereunder and your providing our workmen with adequate electrical power at no cost to us with a safe place in which to work, and we reserve the right to discontinue our work in the building whenever in our opinion working conditions are unsafe. If overtime work is mutually agreed upon and performed, an additional charge thereof, at our usual rates for such work, shall be added to the contract price. The performance of our work hereunder is conditioned on your performing the preparatory work and supplying the necessary data specified on the front of this proposal or in the attached specification, if any. Should we be required to make an unscheduled return to your site to begin or complete the work due to your request, acts or omissions, then such return visits shall be subject to additional charges at our current labor rates. 11. We shall retain a security interest in all material furnished hereunder and not paid for in full. You agree that a copy of this Agreement may be used as a financing statement for the purpose of placing upon public record our interest in any material furnished hereunder, and you agree to execute a UCC-1 form or any other document reasonably requested by us for that purpose. 12. Except insofar as your equipment may be covered by an Otis maintenance or service contract, it is agreed that we will make no examination of your equipment other than that necessary to do the work described in this contract and assume no responsibility for any part of your equipment except that upon which work has been done under this contract. 13. Neither you nor we shall be liable to the other party hereto for any loss, damage or delay due to any cause beyond your or our reasonable control, including, but not limited to, acts of government, strikes, lockouts, fire, explosion, theft, floods, riot, civil commotion, war, malicious mischief or actors, or act of God; provided, however, that, should loss of or damage to our material or work occur at the site, you shall compensate us therefor unless such loss or damage results from our acts or omissions. 14. We do not agree under our warranty to bear the cost of repairs or replacements due to vandalism, abuse, misuse, neglect, normal wear and tear, modifications not performed by us, improper or insufficient maintenance by others, or any cause beyond our control. 15. We shall conduct, at our own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use by you of any equipment provided hereunder directly infringes any patent, but only on the conditions that (a) we receive prompt written notice of such claim, suit or action and full opportunity to assume the sole defense thereof, including settlement and appeals, and all information available to you for such defense; (b) said equipment is made according to a specification or design furnished by us; and (c) the claim, suit or action is brought against you. Provided all of the foregoing conditions have been met, we shall, at our own expense, either settle said claim, suit or action or shall pay all damages, excluding special, consequential damages (INCLUDING DAMAGES FOR LOSS OF PROFITS, DAMAGES TO ANY COMPUTER, DEVICE, OR SYSTEM, LOSS OF DATA, GOODWILL, USE OR OTHER LOSSES), indirect damages, punitive damages, and costs awarded by the court therein and, if the use or resale of such equipment is finally enjoined, we shall at our option, (i) procure for you the right use of the equipment, (ii) replace the equipment with equivalent noninfringing equipment, (iii) modify the equipment so it becomes noninfringing but equivalent, or (iv) remove the equipment and refund the purchase price (if any) less a reasonable allowance for use, damage or obsolescence. 16. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE EXCLUSIVE WARRANTIES GIVEN: WE MAKE NO OTHER WARRANTIES EXPRESS OR IMPLIED, AND SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SOFTWARE IS FREE FROM VIRUSES OR VULNERABILITIES WHICH MAY BE EXPLOITED BY A THIRD PARTY; AND THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ANY SUCH WARRANTIES AND ANY OTHER OBLIGATION OR LIABILITY ON OUR PART. 17. Your remedies set forth herein are exclusive and our liability with respect to any contract, or anything done in connection therewith such as performance or breach thereof, or from the manufacture, sale, delivery, installation, repair or use of any equipment furnished under this contract, whether in contract, in tort, in warranty or otherwise, shall not exceed the price for the equipment or services rendered. 18. It is agreed that after completion of our work, you shall be responsible for ensuring that the operation of any equipment furnished hereunder is periodically inspected. The interval between such inspections shall not be longer than what may be required by the applicable governing safety code. By accepting delivery of parts incorporating software you agree that the transaction is not a sale of such software but merely a license to use such software solely for operating the unit(s) for which the part was provided, not to copy or let others copy such software for any purpose whatsoever, to keep such software in confidence as a trade secret, and not to transfer possession of such part to others except as a part of a transfer of ownership of the equipment in which such part is installed, provided that you inform us in writing about such ownership transfer and the transferee agrees in writing to abide by the above license terms prior to any such transfer. 19. Our work shall not include the identification, detection, abatement, encapsulation or removal of asbestos, polychlorinated biphenyl (PCB), or products or materials containing asbestos, PCB’s or other hazardous substances. In the event we encounter any such product or materials in the course of performing work, we shall have the right to discontinue our work and remove our employees from the project until you have taken the appropriate action to abate, encapsulate or remove such products or materials, and any hazards connected therewith, or until it is determined that no hazard exists (as the case may require). We shall receive an extension of time to complete the work hereunder and compensation for delays encountered as a result of such situation. 20. This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and may not be modified by any terms on your order form or any other document, and supersedes any prior written or oral communication relating to the same subject. Any amendment or modifications to this Agreement shall not be binding upon either party unless agreed to in writing by an authorized representative of each party. Both parties agree that any form issued by you that contains any terms that are inconsistent with those contained herein shall not modify this Agreement, nor shall it constitute an acceptance of any additional terms. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 02/26/2021 MARSH USA, INC. 20 CHURCH STREET, 8TH FLOORHARTFORD, CT 06103 CN103059650-Otis-STAND-20-21* . Otis.certrequest@Marsh.com National Union Fire Insurance Co. Of Pittsburgh, PA AIU Insurance Co New Hampshire Insurance Co.23841 19399 19445 OTIS WORLDWIDE CORPORATION OTIS ELEVATOR COMPANYONE CARRIER PLACEFARMINGTON, CT 06032 NYC-010502694-04 0 X X X '''Per Policy''' '''$10,000,000 General Aggregate''' '''Per Project / Location''' '''$2,000,000 General Aggregate''' 3980241 12/01/2020 12/01/2021 1,000,000 10,000 300,000 1,000,000 A A A X X X 4594519 (VA) 4594518 (MA) 4594517 (AOS) 12/01/2020 12/01/2020 12/01/2020 12/01/2021 12/01/2021 12/01/2021 1,000,000 A X X 3980244 12/01/2020 12/01/2021 10,000,000 10,000,000 B B B N 020608654 (MA,ND,OH,WA,WI,WY) 020608653 (FL) 020608652 (CA) 020608650 (AOS) 12/01/2020 12/01/2020 12/01/2020 12/01/2020 12/01/2021 12/01/2021 12/01/2021 12/01/2021 1,000,000 1,000,000 1,000,000 This certificate only applies to 100 E KING 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 C 2,000,000 2,000,000 X A Orange County Manashi Mukherjee of Marsh USA Inc. PO Box 8181 Hillsborough, NC 27278 DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A OTIS ELEVATOR COMPANY ACKNOWLEDGEMENT TO OPEN ORDER CONTRACT 1 PARTIES: OTIS ELEVATOR COMPANY (“Provider”) And ORANGE COUNTY (“Customer” or “you”) CONTRACT NO.: TBD (“Contract”) EQUIPMENT LOCATION (Address): ORANGE COUNTY JUSTICE 106 E Margaret Lane Hillsborough, NC 27278 DATE: 24th June 2021 Thank you for allowing Provider the opportunity to do business with you. Provider’s agreement to provide labor, services, and materials (collectively “Work”) is conditioned by the following terms in this document (hereinafter called “Acknowledgment”) and the Provider’s proposal (“Proposal”), both of which are incorporated herein by reference and made a part of the contract between Provider and Customer (collectively, the Acknowledgment, Proposal, and any other contract document agreed to between Provider and Customer for the Work is hereinafter referred to as the “Contract”). In the event of a conflict between the Acknowledgment, Proposal, or any other document, the terms in the Acknowledgment control (the only exception to this is limited to if the terms of the Proposal give Provider greater rights or protections, then in such limited instances, the Proposal controls). References to specific sections below are for convenience and are not meant to limit the applicability of the modifications to those sections to the extent such modifications apply to other sections. SERVICES AGREEMENT Article 1 (a): It is understood and agreed the Contractor’s proposal is made part of this agreement. Article 2 (b)(i): Provider agrees to abide by Customer’s safety policy as long as said policy is not in conflict with Provider’s safety policy (ies) or Provider’s agreement with the International Union of Elevator Constructors (IUEC). Customer agrees to provide Provider with unrestricted ready and safe access to all areas of the building in which any Work is performed and to keep all Work areas free of excessive debris, waste, or hazardous materials. Further, Customer shall prohibit others from interfering with the Work. Article 3 (b)(b): All schedules, start dates, completion dates, durations and schedule revisions shall be agreed to in writing by both parties before becoming effective. Article 4: a)A down payment of _50__ % is required at the execution of the Contract. The balance shall be paid on completion if the work is completed within a thirty-day period. If the work is not completed within a thirty-day period, monthly progress payments shall include the value of the work performed and materials stored on or off site through the end of the particular month less a 5% retainage and the aggregate of previous payments. The retainage shall be paid when the Work is completed. b)Provider does not agree to paid-when-paid or paid-if-paid payment terms. c)Any payment not made when due shall be subject to interest at the rate of one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is less, plus reasonable attorney’s fees and collection costs. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A OTIS ELEVATOR COMPANY ACKNOWLEDGEMENT TO OPEN ORDER CONTRACT 2 d)Provider agrees to provide lien waivers on Provider’s standard forms with respect to work or material for which Provider has been paid for in full. Article 5, Article 9: It is understood 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 Otis for approval prior to handover of the equipment. Article 7; AND Certificate of Liability Insurance: Provider will supply an insurance certificate evidencing the insurance carried by Provider conditioned on the understanding that it represents full compliance with all insurance requirements applying to Provider for the Work on this project. Provider does not provide copies of its insurance policies, certified or otherwise, does not waive subrogation, and does not add others as additional insured. All limits and values related to coverage if any is provided to Customer shall be actual values without qualifying language such as “at least”, “not less than”, “no less than”, “minimum” or the like. Coverage, if any, will be on an occurrence basis and in accordance with the coverage limits outlined in the Contract. Renewal certificates will be provided during the term of the Contract. In lieu of 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. If the project is covered by an Owner/Contractor Controlled Insurance Program (OCIP/CCIP), Provider agrees to participate provided it is at no cost to Provider and subject to Provider’s review and express acceptance of the proposed program. In such instance, OCP is waived and any obligation of Provider to add others as Additional Insured shall be for off-site operations only. Provider shall not be required to comply with requirements from third party compliance vendors nor shall Provider be responsible for any costs associated with same. Customer shall maintain “Builder’s Risk” insurance upon the full value of our Work and material delivered to the job site, at no cost to Provider. Article 8: Provider agrees to indemnify Customer for loss, damage, or penalty (collectively “Damage”) to the extent such Damage is solely caused by Provider’s negligence, willful misconduct, or material breach of the Contract, but not to the extent caused by others. Provider’s duty to indemnify does not include a duty to defend during the pendency of any claim or action as both parties shall defend themselves during the pendency of any claim or action. Under no circumstances shall either party be liable for special, indirect, consequential or liquidated damages of any kind including, but not limited to, loss of goodwill, loss of business opportunity, additional financing costs or loss of use of any equipment or property. This limitation of liability applies to indemnity of third-party claims. Article 10: The Contract may be terminated for default only and provided that Provider is first allowed ten (10) days to commence to cure the deficiency upon receipt by Provider of written notice specifying in detail the deficiency. In the event the Contract is terminated through no fault of Provider, Customer agrees to pay for all material furnished, or manufactured, and labor performed up to the date of termination, including a reasonable margin. Article 11 (c): DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A OTIS ELEVATOR COMPANY ACKNOWLEDGEMENT TO OPEN ORDER CONTRACT 3 The materials and components that comprise Provider’s' products are procured from a variety of sources located throughout the world, which allows us to provide Provider’s customers with high quality equipment at competitive prices, but limits Provider’s ability to meet certain percentages of M/W/DBE set aside goals. Provider is committed to achieving diversity within Provider’s workforce and in Provider’s supply base, however, Provider cannot commit to specific set aside targets in the Contract. Article 11 (d): Provider will not be bound by arbitration, but will always consider alternative dispute forms. Article 11 (g): All software supplied with Customer’s elevator or escalator equipment is licensed to Customer or Customer’s successors but only for use with, and for the operation of the subject elevator or escalator equipment. Use of such software for any other purpose is prohibited. Work for Hire provision(s), if any, shall apply only to the extent the information, services, goods, or other items referenced in such provision(s) are specifically developed by the Provider solely for Customer’s exclusive use only (and no other Customer of the Provider) and Customer was expressly contemplated to be the exclusive owner of such information under a separate written agreement. Provider will supply an owner’s manual with instructions on how to operate and maintain the elevator or escalator equipment. Provider will not supply any additional information such as internal, confidential, or proprietary information of Provider including internal manuals, manufacturing drawings, or source code. Any counters, meters, tools, remote monitoring devices, communication devices, resident software or other service equipment (“Provider Peripherals”) which Provider may use or install to deliver service under this Contract remains Provider’s property, solely for the use of Provider’s employees. Provider Peripherals are not considered as part of the elevator or escalator equipment. If this Contract or subsequent maintenance service is terminated for any reason, Provider shall be given access to the premises to remove the Provider Peripherals at Provider’s expense. Provider shall only be required to follow its own cyber security policies and procedures. Article 12 (New Article): Provider shall not be liable for any loss, damage or delay nor be found to be in default or breach due to any cause beyond it’s reasonable control including, but not limited to, acts of God or nature; fire; explosion; theft; floods; water; weather; traffic conditions; epidemic, pandemic, quarantine or other local, state, or federal government action in response thereto; sabotage; national emergency; act of terrorism; earthquake; riot; civil commotion; war; vandalism; national or local labor strikes, lockouts, other labor disputes; misuse, abuse, neglect, mischief, or work by others (collectively “Causes Beyond Provider’s Reasonable Control”). Provider shall be allowed a reasonable amount of additional time for the performance of the Work due to Causes Beyond Provider’s Reasonable Control. Provider’s ability to maintain scheduled job progress is further conditioned upon the timely furnishing to Provider by Customer of completed and code compliant hoistway(s) (wellways) and machine rooms, necessary approvals and power of proper characteristics for Provider’s uninterrupted use. Article 13 (New Article): Provider’s warranty only covers defective material and workmanship for a period that shall not extend longer than 1 year from the date of completion of each elevator or escalator equipment or acceptance thereof by beneficial use, whichever is the earlier, of each elevator or escalator equipment. Provider’s duty and Customer’s remedy under this warranty are limited to Provider correcting a covered defect that Customer reports to Provider within the warranty period which, at Provider’s option, Provider will repair or replace, provided all payments due under the terms of the Contract have been made in full. This warranty excludes ordinary wear and tear and any damage due to Causes Beyond Provider’s Reasonable Control. THIS EXPRESS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ASBESTOS DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A OTIS ELEVATOR COMPANY ACKNOWLEDGEMENT TO OPEN ORDER CONTRACT 4 Customer agrees to immediately notify Provider if Customer is aware or becomes aware of the existence of asbestos or other hazardous material in any place where Provider’s personnel are or may be required to perform services. In the event it should become necessary to abate, encapsulate or remove asbestos or other hazardous material, Customer agrees to be responsible for such abatement, encapsulation or removal, and any governmental reporting, and in such event Provider shall be entitled to (i) delay its Work until it is determined to Provider’s satisfaction that no hazard exists and (ii) compensation for delays encountered. BONDS Provider will provide surety bond(s) in the form provided by Provider’s’ surety at no cost to Provider, if required. This is in lieu of participation in any type of surety wrap-up or Subguard program. WC IMMUNITY Provider does not waive its rights to immunity under worker’s compensation, disability or employee benefits acts or laws. OVERTIME DEFINED Should Provider agree to work overtime, Customer agrees to pay Contractor overtime premium wages. TITLE AND RESERVATION OF RIGHTS Title to each elevator or escalator equipment as applicable shall pass to Customer when final payment for such equipment is received. Provider shall retain a security interest in all material furnished hereunder and not paid for in full. Customer agrees that a copy of the Contract may be used as a financing statement for the purpose of placing upon public record Provider’s interest hereunder in the material and Customer agrees to execute a UCC-1 form or any other document reasonably requested by Provider for that purpose. Provider reserves the right to discontinue the Work at any time or to withhold the release of completed elevator or escalator equipment until all overdue payments, with interest, shall have been made as agreed herein. Nothing shall serve to void or reduce Provider’s entitlement to payment for Work properly performed or material suitably stored. TOOLS Customer shall not have the right to take possession of Provider’s tools, machinery or equipment. Customer’s right to take possession of materials is limited to materials that Customer has paid in full for which Provider has expressly agreed to the sale of such materials in writing. STORAGE Customer will provide suitable storage areas, adjacent to the elevator shafts or escalator areas, for material and equipment during the course of the Work. Added costs to Provider resulting from off-site storage or relocation of the storage facilities at Customer’s request shall be reimbursed by Customer. BARRICADES Customer shall be responsible to erect/maintain all barricades at all of Provider’s’ elevator hoistway locations throughout the job site in strict conformance with good safety practices, the Code of Federal Regulations as governed by the Occupational Safety Health Act, and any other applicable regulations. BACKGROUND CHECKS AND TESTS Provider supports Customer’s efforts to maintain a safe and productive work environment; however, Provider’s collective bargaining agreement with the IUEC prohibits Provider from completing background checks, searches, or tests on Provider employees in the IUEC bargaining unit. Therefore, Provider cannot agree to authorize any party to complete criminal background checks, searches, or tests on any Provider employees. Provider will request IUEC represented employees furnishing Work for Customer to agree to voluntarily submit to a criminal background check and agrees not to staff with employees who do not consent to same to the extent that Customer requires background checks. Customer agrees to pay any and all costs associated with obtaining criminal background checks conducted. Subject to the forgoing, Provider will take appropriate action in the event that you advise us of any action by any of our employees that is contrary to the maintenance of a safe, healthy and productive workplace. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A OTIS ELEVATOR COMPANY ACKNOWLEDGEMENT TO OPEN ORDER CONTRACT 5 AUDITS Provider does not agree to any inspection, audit, or copy of any of Provider’s confidential, proprietary, or trade secret information, data, or documents including, without limitation, financials. INSPECTION The final inspection of the elevator installation must be scheduled by the owner or owner’s representative with an independent Qualified Elevator Inspector (QEI) when it is determined that the elevator is complete and ready for inspection. Independent Contractor includes the cost for the State required elevator installation permit but not for the inspector. Independent Contractor will not be responsible for any delays in securing the inspection. The inspection must be set for a mutually agreeable date and time. Independent Contractor has included provisions to be present at one final inspection per elevator only. Should multiple inspections be required due to the deficiencies of others, there will be a re inspection fee of $800 per unit per inspection (this does not cover the QEI). BUY AMERICAN The equipment that Provider will provide under this Contract is produced from components procured from a variety of sources located throughout the world. Therefore, Provider 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. COMMERCIAL ITEMS CLARIFICATION The components, equipment and services proposed by Provider are commercial items as defined by the Federal Acquisition Regulations (“FAR”) and the prices in any resulting contract and in any change proposal are based on Provider’s standard commercial accounting policies and practices which do not consider any special requirements of the government cost principles and do not meet the requirement of Part 31 of the FAR. Provider agrees only to perform a contract for the sale of a commercial item on a fixed price basis. In addition, Provider will not agree to submit or certify to any cost pricing data nor does Provider agree to any requirements to establish price reasonableness under FAR Part 15 or to meet any Cost Accounting Standards. In stating its position, Provider refers to FAR Part 12- “Acquisition of Commercial Items.” In addition, no federal government procurement regulations, such as FARs or DFARs, shall apply to this Contract except those regulations expressly accepted in writing by Provider. LEED Provider will make good faith efforts to satisfy LEED requirements, if any, but cannot guarantee compliance with any specific requirements or status certification. ASSIGNMENT Otis accepts the Customer’s right to assign this Contract, but only with Otis’ written approval, which will not be unreasonably withheld. PARTIAL INVALIDITY The invalidity of one or more of the phrases, sentences, clauses, or paragraphs contained in this Contract shall not affect the validity of the remaining portions. We want to take this opportunity to thank you for this order. OTIS ELEVATOR COMPANY DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 1 [Departmental Use Only] TITLE Justice_CardReader FY 2021/2022 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 17th day of June, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Otis Elevator, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1.Services a.Scope of Work. i)This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Provide the labor and permit for the card reader installation for the elevator located at the Justice Facility. Please see attached Proposal Number:JMN210316175344 dated 03/16/2021. ii)By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii)Time is of the essence with respect to this Agreement. iv)The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2.Responsibilities of the Provider a.Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b.Standard of Care. i)The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii)Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii)The Provider 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. iv)Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v)If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it 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. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii)Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 3 with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3.Basic Services a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provide labor and permits for the card reader installation on the elevator located at the Justice Center. b.Duration of Services a.Term. The term of this Agreement shall be from 07/01/2021 to 10/01/2021. b.Scheduling of Services. i)The Provider shall schedule and perform its activities in a timely manner. ii)Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii)The Commencement Date for the Provider's Basic Services shall be 07/01/2021. 4.Compensation a.Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Five Thousand One Hundred and One Dollars and Twenty Six Cent ($5101.26). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b.Disputes. 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. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 5.Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6.Responsibilities of the County DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 4 a.Cooperation and Coordination. The County has designated (Allison Cooper) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7.Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8.Indemnity a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10.Termination a.Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b.Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 5 terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c.Compensation After Termination. i)In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii)Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d.Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e.Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11.Additional Provisions a.Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b.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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider 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. By executing this Agreement Provider certifies that Provider 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. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 6 c.Non-Discrimination. Provider 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 non-discrimination 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.orangecountync.gov/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. d.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 have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e.Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f.Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g.Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h.Non-Appropriation. Provider acknowledges that County 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. 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 Provider 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. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 7 In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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 Provider of such limitation or change in County’s legal authority. i.Signatures. 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 the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Allison Cooper Kimberly Willoughby P.O. Box 8181 200 Perimeter Park Dr Hillsborough, NC 27278 Morrisville, NC 27560 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A Revised 07/20 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley By: __________________________________ Vincent Morse Printed Name and Title DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process Sales Manager DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A 6/30/2021 Revised 07/20 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: OTIS Elevator Party/Vendor Contact Person: Kimberly Willoughby Contact Phone: 919- 510-6417 Party/Vendor Address: 200 Perimeter Park Dr, Suite A City Morrisville State: NC Zip: 27560 Department: AMS Amount: FY 21/22 $5,101.26 Purpose: Justice Facility-Provide labor and Permit for the Card Reader Installed Elevator Budget Code(s): 10240320-570001 Vendor # 50936 (N/A if new 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: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not 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: Emergency to get done. People have been stuck in the elevator numerous of times within the past 3 months. Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A 6/21/2021 In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A 6/28/2021 6/29/2021 6/29/2021 6/30/2021 Revised 07/20 10 DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A ©Otis Elevator Company, 2011 All Rights Reserved LiNX Form 421 (04/01/12) Proposal#: JMN210316175344 Page 1 of 3 Otis Service and Repair Order DATE:03/16/2021 TO: ORANGE COUNTY GOVERNMENT Asset Mgmt Svcs Po Box 8181 Hillsborough, NC 272788181 EQUIPMENT LOCATION: ORANGE COUNTY JUSTICE 106 E Margaret Lane Hillsborough, NC 27278 FROM: Otis Elevator Company 200 Perimeter Park Dr, Ste A Morrisville, NC 27560 James Mann Phone: (919) 576-7869 PROPOSAL NUMBER: JMN210316175344 MACHINE NUMBER(S) :F62554 CUSTOMER DESIGNATION(S) : ONLY CARD READER INSTALLATION Otis shall provide the labor and permit for the card reader installation on one(1) elevator. ***All material and wiring to be provided and installed by others. PRICE:$ 5,101.26 Five thousand one hundred one dollars and twenty-six cents This price is based on a fifty percent (50 %) downpayment in the amount of $ 2,550.63. This price does not include tax. PAYMENT TERMS: The base proposal price is contingent upon receiving a pre-payment of 100% of the base contract amount. The pre-payment amount is due in full prior to ordering material and/or mobilizing. If you choose the alternative down-payment amount listed below, the corresponding Add shall be applied to the base contract amount. Down Payment Amount Price Adjustment Percentage Authorization (Initial) 50%+10% In the event 100% of the contract price is not paid up front, we must be paid the remaining balance no later than the completion of work. Final invoice will be submitted once work is scheduled This proposal, including the provisions printed on the last page(s), and the specifications and other provisions attached hereto shall, when accepted by you below and approved by our authorized representative, constitute the entire contract between us, and all prior representations or agreements not incorporated herein are superseded. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A ©Otis Elevator Company, 2011 All Rights Reserved LiNX Form 421 (04/01/12) Proposal#: JMN210316175344 Page 2 of 3 Otis Service and Repair Order Submitted by:James Mann Title:Design & Upgrade Specialist E-mail:James.Mann2@otis.com Accepted in Duplicate CUSTOMER Approved by Authorized Representative Otis Elevator Company Approved by Authorized Representative Date:Date: Signed:Signed: Print Name: Print Name:Randy Waters Title Title General Manager E-mail: Name of Company □ Principal, Owner or Authorized Representative of Principal or Owner □ Agent: ______________________________________ (Name of Principal or Owner) DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A ©Otis Elevator Company, 2011 All Rights Reserved LiNX Form 421 (04/01/12) Proposal#: JMN210316175344 Page 3 of 3 Otis Service and Repair Order TERMS AND CONDITIONS 1. The work shall be performed for the agreed price plus any applicable sales, excise or similar taxes as required by law. 2. 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. 3. This quotation is subject to change or withdrawal by us prior to acceptance. 4. We warrant to you that the work performed by us hereunder shall be free from defects, not inherent in the quality required or permitted, in material and workmanship for one (1) year from the date of substantial completion. We used commercially reasonable efforts to ensure that the EMS Panorama 2.0 software provided to you is free from viruses and vulnerabilities that may be exploited by third parties. Our duty and your remedy under this warranty are limited to our correcting any such defect you report to us within the warranty period by, at our opinion, repair or replacement, provided all payments due under the terms of this contract have been made in full. All parts used for repair or replacement under this warranty shall be good quality and furnished on an exchange basis. Printed circuit boards used for replacement parts under this warranty may be refurbished boards. Exchanged parts become our property. This warranty shall be voided if said defect is caused by your breach or negligence or unauthorized access or manipulation of the system. 5. We shall perform the work during our regular working hours of our regular working days unless otherwise agreed in writing. You shall be responsible for providing suitable storage space at the site for our material. 6. You shall obtain title to all the equipment, excluding the software, furnished hereunder when final payment for such material is received by us. 7. Any drawings, illustrations or descriptive matter furnished with the proposal are submitted only to show the general style, arrangement and dimensions of the equipment. 8. Payments shall be made as follows: A down payment of hundred percent (100%) of the price shall be paid after we have completed processing your equipment requirements, and orders are placed; the balance shall be paid on completion if the work is completed within a thirty day period. If the work is not completed within a thirty day period, monthly progress payments shall be made based on the value of any equipment ready or delivered, if any, and labor performed through the end of the month less a five percent (5%) retainage and the aggregate of previous payments. The retainage shall be paid when the work is completed. We reserve the right to discontinue our work at any time until payments shall have been made as agreed and we have assurance satisfactory to us that subsequent payments will be made when due. Payments not received within thirty (30) days of the date of invoice shall be subject to interest accrued at the rate of eighteen percent (18%) per annum or at the maximum rate allowed by applicable law, whichever is less. We shall also be entitled to reimbursement from you of the expenses, including attorney’s fees, incurred in collecting any overdue payments. 9. Any material removed by us in the performance of the work shall become our property. 10. Our performance is conditioned upon your securing any required governmental approvals for the installation of any equipment provided hereunder and your providing our workmen with adequate electrical power at no cost to us with a safe place in which to work, and we reserve the right to discontinue our work in the building whenever in our opinion working conditions are unsafe. If overtime work is mutually agreed upon and performed, an additional charge thereof, at our usual rates for such work, shall be added to the contract price. The performance of our work hereunder is conditioned on your performing the preparatory work and supplying the necessary data specified on the front of this proposal or in the attached specification, if any. Should we be required to make an unscheduled return to your site to begin or complete the work due to your request, acts or omissions, then such return visits shall be subject to additional charges at our current labor rates. 11. We shall retain a security interest in all material furnished hereunder and not paid for in full. You agree that a copy of this Agreement may be used as a financing statement for the purpose of placing upon public record our interest in any material furnished hereunder, and you agree to execute a UCC-1 form or any other document reasonably requested by us for that purpose. 12. Except insofar as your equipment may be covered by an Otis maintenance or service contract, it is agreed that we will make no examination of your equipment other than that necessary to do the work described in this contract and assume no responsibility for any part of your equipment except that upon which work has been done under this contract. 13. Neither you nor we shall be liable to the other party hereto for any loss, damage or delay due to any cause beyond your or our reasonable control, including, but not limited to, acts of government, strikes, lockouts, fire, explosion, theft, floods, riot, civil commotion, war, malicious mischief or actors, or act of God; provided, however, that, should loss of or damage to our material or work occur at the site, you shall compensate us therefor unless such loss or damage results from our acts or omissions. 14. We do not agree under our warranty to bear the cost of repairs or replacements due to vandalism, abuse, misuse, neglect, normal wear and tear, modifications not performed by us, improper or insufficient maintenance by others, or any cause beyond our control. 15. We shall conduct, at our own expense, the entire defense of any claim, suit or action alleging that, without further combination, the use by you of any equipment provided hereunder directly infringes any patent, but only on the conditions that (a) we receive prompt written notice of such claim, suit or action and full opportunity to assume the sole defense thereof, including settlement and appeals, and all information available to you for such defense; (b) said equipment is made according to a specification or design furnished by us; and (c) the claim, suit or action is brought against you. Provided all of the foregoing conditions have been met, we shall, at our own expense, either settle said claim, suit or action or shall pay all damages, excluding special, consequential damages (INCLUDING DAMAGES FOR LOSS OF PROFITS, DAMAGES TO ANY COMPUTER, DEVICE, OR SYSTEM, LOSS OF DATA, GOODWILL, USE OR OTHER LOSSES), indirect damages, punitive damages, and costs awarded by the court therein and, if the use or resale of such equipment is finally enjoined, we shall at our option, (i) procure for you the right use of the equipment, (ii) replace the equipment with equivalent noninfringing equipment, (iii) modify the equipment so it becomes noninfringing but equivalent, or (iv) remove the equipment and refund the purchase price (if any) less a reasonable allowance for use, damage or obsolescence. 16. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE EXCLUSIVE WARRANTIES GIVEN: WE MAKE NO OTHER WARRANTIES EXPRESS OR IMPLIED, AND SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SOFTWARE IS FREE FROM VIRUSES OR VULNERABILITIES WHICH MAY BE EXPLOITED BY A THIRD PARTY; AND THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ANY SUCH WARRANTIES AND ANY OTHER OBLIGATION OR LIABILITY ON OUR PART. 17. Your remedies set forth herein are exclusive and our liability with respect to any contract, or anything done in connection therewith such as performance or breach thereof, or from the manufacture, sale, delivery, installation, repair or use of any equipment furnished under this contract, whether in contract, in tort, in warranty or otherwise, shall not exceed the price for the equipment or services rendered. 18. It is agreed that after completion of our work, you shall be responsible for ensuring that the operation of any equipment furnished hereunder is periodically inspected. The interval between such inspections shall not be longer than what may be required by the applicable governing safety code. By accepting delivery of parts incorporating software you agree that the transaction is not a sale of such software but merely a license to use such software solely for operating the unit(s) for which the part was provided, not to copy or let others copy such software for any purpose whatsoever, to keep such software in confidence as a trade secret, and not to transfer possession of such part to others except as a part of a transfer of ownership of the equipment in which such part is installed, provided that you inform us in writing about such ownership transfer and the transferee agrees in writing to abide by the above license terms prior to any such transfer. 19. Our work shall not include the identification, detection, abatement, encapsulation or removal of asbestos, polychlorinated biphenyl (PCB), or products or materials containing asbestos, PCB’s or other hazardous substances. In the event we encounter any such product or materials in the course of performing work, we shall have the right to discontinue our work and remove our employees from the project until you have taken the appropriate action to abate, encapsulate or remove such products or materials, and any hazards connected therewith, or until it is determined that no hazard exists (as the case may require). We shall receive an extension of time to complete the work hereunder and compensation for delays encountered as a result of such situation. 20. This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and may not be modified by any terms on your order form or any other document, and supersedes any prior written or oral communication relating to the same subject. Any amendment or modifications to this Agreement shall not be binding upon either party unless agreed to in writing by an authorized representative of each party. Both parties agree that any form issued by you that contains any terms that are inconsistent with those contained herein shall not modify this Agreement, nor shall it constitute an acceptance of any additional terms. DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 02/26/2021 MARSH USA, INC. 20 CHURCH STREET, 8TH FLOORHARTFORD, CT 06103 CN103059650-Otis-STAND-20-21* . Otis.certrequest@Marsh.com National Union Fire Insurance Co. Of Pittsburgh, PA AIU Insurance Co New Hampshire Insurance Co.23841 19399 19445 OTIS WORLDWIDE CORPORATION OTIS ELEVATOR COMPANYONE CARRIER PLACEFARMINGTON, CT 06032 NYC-010502694-04 0 X X X '''Per Policy''' '''$10,000,000 General Aggregate''' '''Per Project / Location''' '''$2,000,000 General Aggregate''' 3980241 12/01/2020 12/01/2021 1,000,000 10,000 300,000 1,000,000 A A A X X X 4594519 (VA) 4594518 (MA) 4594517 (AOS) 12/01/2020 12/01/2020 12/01/2020 12/01/2021 12/01/2021 12/01/2021 1,000,000 A X X 3980244 12/01/2020 12/01/2021 10,000,000 10,000,000 B B B N 020608654 (MA,ND,OH,WA,WI,WY) 020608653 (FL) 020608652 (CA) 020608650 (AOS) 12/01/2020 12/01/2020 12/01/2020 12/01/2020 12/01/2021 12/01/2021 12/01/2021 12/01/2021 1,000,000 1,000,000 1,000,000 This certificate only applies to 100 E KING 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 C 2,000,000 2,000,000 X A Orange County Manashi Mukherjee of Marsh USA Inc. PO Box 8181 Hillsborough, NC 27278 DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A In Process DocuSign Envelope ID: F3A72AFB-7E67-4665-B390-1E2F05A0DE9A