HomeMy WebLinkAboutC05-039 Schindler Elevator CorporationAGREEMENT REGARDING PROVISION OF
ELEVATOR MAINTENANCE AND REPAIR SERVICES
FOR
EAGLE COUNTY FACILITIES
This Agreement Regarding Provision of Professional Services for Maintenance and Repair Services
dated as of 24Q is between the County of Eagle, State of Colorado, a body corporate
and politic, by and through ' Board of County Commissioners ("County'), and Schindler Elevator
Corporation ( "Contractor ").
A. Contractor has submitted to County a Proposal for performing Services (defined below in section 1) and
represented that it has the expertise and personnel necessary to properly and timely perform the Services.
B. Contractor and County intend by this Agreement to set forth the responsibilities and to define the
relationship in connection with the Scope of Services and the related terms that will govern the
relationship between both parties regarding these Services.
AGREEMENT
Therefore, for good and valuable consideration, including the promises set forth herein, the parties
agree to the following:
Scope of the Services ( "Services "or 'Work'): Contractor's Services consist of those services
performed by the Contractor, Contractor's Employees and Contractor's subcontractors. These
services consist of. Performing monthly inspections and servicing of the elevators located in the
Eagle County Building, Old Court House, Facilities Management, Detention Center and the El
Jebel Community Center. The Contractor shall provide all labor, materials and equipment
necessary to perform and complete the Services described herein and as follows:
a) Services are further described in that portion of the Contractor's proposal which is attached
hereto as Exhibit "A" and incorporated by reference. In the event of any conflict between this
Agreement and the provisions of Exhibit "A ", the terms of this Agreement shall prevail over all
others.
b) The Contractor shall, upon commencement of Services, provide a list of maintained equipment,
for the facility(s), showing their type and location. The County reserves the right to purchase
repair services and labor under the terms and rates established in the Contractor's proposal
(Exhibit "A "). The County and Contractor must jointly determine procedures and practices for
completing the work such that the named facility(s) staff can be effectively involved and the
County's Facilities Management Department can be effectively informed by the Contractor to
maintain effective supervision and control over the work.
c) The Contractor hereby acknowledges that they are able to service and repair all listed
equipment currently installed and operating at the facility(s) covered by this Agreement.
d) Contractor shall submit the names and qualifications of all maintenance personnel and any
subcontractors proposed to work at the facility. The County shall have the right to approve all
proposed personnel and subcontractors prior to commencement of any work on the site.
e) The parties hereto recognize that the scope of the Services may change. When the Contractor
believes that the scope of the Services has been changed or that by reason of a decision of
County it will be required to redo properly completed Services, the Contractor shall
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immediately advise County of such belief and shall also provide a statement of the maximum
additional charges for such Services. The Contractor shall not be entitled to be paid for any
such additional Services unless and until County agrees in writing that the scope of the Services
has changed and accepts the statement of the additional charges.
2. Contract Documents: The contract Documents which comprise the entire Agreement, made a part
hereof, and consist of the following:
a) This Agreement
b) General Conditions, attached hereto and incorporated herein by this reference.
c) Requirements and Procedures for Contractors and Vendors Performing Work at County Facilities,
attached hereto and incorporated herein by this reference.
d) That portion of the Contractor's proposal attached hereto as Exhibit "A ".
e) Any modification, including Change Orders, duly delivered after execution of the Agreement.
3. Contractor's Professional Level of Care The Contractor shall be responsible for the completeness
and accuracy of the Services, including all supporting data and other documents prepared or
compiled in performance of the Services, and shall correct, at its sole expense, all significant errors
and omissions therein. The fact that the County has accepted or approved the Contractor's Services
shall not relieve the Contractor of any of its responsibilities. The Contractor shall perform the
Services in a skillful, professional and competent manner and in accordance with the standards of
care, skill and diligence that would be anticipated from providers of similar services.
4. Time of Performance and Termination
a) The initial term of this Agreement is from January 1, 2005 to December 31, 2005. The term
shall automatically renew for an additional one (1) year term commencing January 1 of each
consecutive year for four (4) additional years unless one of the parties gives notice in writing to
the other, at least sixty (60) days before the anniversary, of its intention not to renew. The
parties recognize that County is a governmental entity and that all obligations beyond the
current fiscal year are subject to funds being budgeted and appropriated.
b) If the Term of this Agreement is renewed, at any time thereafter, Contractor may terminate this
Agreement by giving the County written notice of its intention to terminate, specifying the
effective date of the termination, at least thirty (30) days before that effective date.
c) County may terminate this Agreement at any time, in whole or in part, for its convenience upon
providing thirty (30) days' written notice to the Contractor. County may also terminate for
cause, including but not limited to nonperformance or breach of any of the conditions of this
Agreement. Such termination for cause shall be effective immediately upon receipt of the notice
by Contractor or upon such other date as specified by County.
d) Notwithstanding anything to the contrary contained in this Agreement, no charges shall be
made to County nor shall any payment be made to Contractor for any Services done after
December 31, 2005, without the written approval of the County in accordance with a budget
adopted by the Board of County Commissioners in accordance with the provisions of Article
25 of Title 30 of the Colorado Revised Statues and the Local Government Budget Law (C.R.S
29 -1 -101 et seq.).
j .,
Compensation and Payment In consideration of its performance of the Services, the Contractor
shall be paid as follows:
a) County will pay $2,340.00 quarterly for services. Contractor shall bill quarterly for the
maintenance services. Services for test, inspection, maintenance and repairs shall be billed at
the rates and schedule established in Exhibit "A."
b) Rates established in Exhibit "A" shall remain in effect during the duration of the Agreement
and shall apply to all services rendered under the Agreement including repair services. Any
annual price adjustments will preferably occur at the beginning of a renewal period if
previously agreed to by the County and Contractor in writing.
c) Invoices shall describe the Services performed in detail. Invoices must be itemized as applying
to established rates and charges and any additional expenses must be itemized on a time and
materials basis. Additional repair expenses, above the standard quarterly charges, must be
approved by the County prior to commencing work. Contractor's proposal must enumerate
charges for technician services based on skill level, travel time and overtime charges for
weekend and after -hours work. Upon request, Contractor shall provide County with such other
supporting information as County may request.
d) All invoices will be sales tax free because County is a government exempt from such taxes (see
General Conditions #2).
e) The Contractor shall maintain comprehensive, complete and accurate records and accounts of
its performance relating to this Agreement for a period of three (3) years following final
payment hereunder, which period shall be extended at County's reasonable request. County
shall have the right within such period to inspect such books, records and documents pertaining
to maintenance of equipment upon demand, with reasonable notice and at a reasonable time, for
the purpose of determining, in accordance with acceptable accounting and auditing standards,
compliance with the requirements of this Agreement and the Law.
6. Project Management Edward J Pleban shall be designated as Contractor's Project Manager for the
Services. County's Director of Facilities Management shall be County's manager responsible for
this Agreement. All correspondence between the parties hereto regarding this project shall be
between and among the project managers. Either party may designate a different project manager by
notice in writing.
7 I ndependent Contractor It is expressly acknowledged and understood by the parties hereto that
nothing contained in this Agreement shall result in, or be construed as establishing, an employment
relationship. Contractor shall be, and shall perform as an independent contractor. No agent,
subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee,
agent or servant of County. The Contractor shall be solely and entirely responsible for its acts and
for the acts of Contractor's agents, employees, servants and subcontractors during the performance
of this Agreement.
Subcontracting; Assignment The Contractor understands and hereby acknowledges that County is
relying primarily upon the expertise and personal abilities of Contractor. Contractor may not
subcontract or delegate any part of the Services or substitute subcontractors without County's written
consent, which consent shall not be unreasonably withheld Neither Contractor nor its
subcontractors may assign its interest in the Agreement or in its subcontract, including the
assignment of any rights or delegation of any obligations provided therein, without the prior written
consent of County, which consent shall not be unreasonably withheld; provided that County hereby
consents to any assignment to a successor entity to Contractor and to an assignment to an entity
affiliated (by ownership) with Contractor. Except as so provided, this Agreement shall be binding on
and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall
not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under the Agreement.
9. Ownership of Documents Records of services provided under this Agreement shall be given to
County at its request.
10. Insurance At all times during the term of this Agreement, Contractor shall maintain the following
insurance:
a) Tvne of Insurance
b) Commercial General Liability
c) Workers' Compensation
Coverage Limits
$1,000,000 minimum
As required by Colorado law
d) All insurance required hereby shall be issued by an insurance company or companies authorized
to do business in the State of Colorado. The Contractor shall deliver certificates of required
insurance to the County within fifteen (15) calendar days of execution of this Agreement by the
Board. In addition, Contractor shall provide an owners and contractors protective liability
policy written in the name of Eagle County.
e) Before permitting any subcontractor to perform any Services under this Agreement, Contractor
shall either (1) require each of his subcontractors to procure and maintain, during the life of his
subcontracts, insurance which meets the requirements for the Contractor herein, or (2) provide
for insurance of the subcontractor in Contractor's own policies in the amounts required herein
above.
I 1 Indemnification Within the limits allowed by law, Contractor shall indemnify the County for, and
hold and defend the other party and its officials, boards, officers, principals and employees, harmless
from all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any
nature whatsoever made by any person in connection with the negligent acts or omissions, or
representations by, the Contractor. This indemnification shall not apply to claims by third parties
against the County to the extent that the County is liable to such third party for such claim without
regard to the involvement of the Contractor.
12 Notices Any notice and all written communications required under this Agreement shall be given in
writing by personal delivery, electronic mail, facsimile, or mail to the appropriate party at the
following addresses:
a) Contractor: Edward J Pleban
Schindler Elevator Corporation
6950 W Jefferson, Suite 210
Lakewood, CO 80235
303- 262 -6102
303 - 777 -4857 fax
ed _pleban tgus.schindler.com
b) County: Clark Shivley-
Maintenance Manager
Eagle County
PO Box 850
Eagle, CO 81631
4
Ph. 970- 328 -8880
Fax. 970 - 328 -8899
clark.shivley u?eaglecounty.us
c) Notices shall be deemed given on the date of delivery if delivered by personal delivery or
delivery service such as Federal Express or United Parcel Service, or three (3) days after the
date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service.
Facsimile notices and electronic mail shall be deemed given on the date of successful
transmission if followed by a physical mailing.
13 Miscellaneous
a) The Contractor shall not discriminate against any employee or applicant for employment to be
employed in the performance of this Agreement on the basis of race, color, religion, national
origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation or family
responsibility. The Contractor shall require all consultants, subcontractors or assigns to agree to
the provisions of this subparagraph.
b) The making, execution and delivery of this Agreement by the parties hereto has not been
induced by any prior or contemporaneous representation, statement, warranty or agreement as
to any matter other than those herein expressed or set forth in Exhibit "A" attached hereto.
These two Agreements embody the entire understanding and agreement of the parties, and there
are no further or other agreements or understandings, written or oral, in effect between them
relating to the subject matter hereof. These Agreements may not be amended, including by any
modification or, deletion from or addition to the scope of the Services, except by a written
document of equal formality executed by both parties hereto. In the event there are conflicting
terms contained in this Agreement and Exhibit "A ", the terms and conditions set forth in this
Agreement shall control.
c) This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Colorado, without reference to choice of law rules. The parties agree that venue in any
action to enforce or interpret this Agreement shall be in the District Court in the 5th District for
the State of Colorado.
d) This Agreement does not and shall not be deemed to confer upon or grant to any third party any
right enforceable at law or equity arising out of any term, covenant, or condition herein or the
breach thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
written above.
ATTEST:
Clerk to the Board of
County Commissioners
r2
My 'Ammission [- Nov 28, 2005
STATE OF COLORADO
County of
ss:
COUNTY OF EAGLE, STATE OF COLORADO,
CONTRACTOR: Schindler Elevator Corporation
By:
Doug Crane
Title:
District Manager
The foregoing was acknowledged before me this
M 1
Corporation.
day of 200
as
of Schindler Elevator
My commission expires: Notary Public Seal
GENERAL CONDITIONS
1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities, permits,
licenses, transportation, and other facilities and services necessary for proper execution and
completion of the Work.
2. County will cooperate with Contractor to obtain tax exemption for this project. If Contractor
fails to obtain tax exemption applicable to public works projects regarding sales, consumer, use and
similar taxes, Contractor shall pay the same.
3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the
nature and location of the Work, and the general and local conditions which can affect the Work or
the cost thereof. Any failure by Contractor to do so will not relieve him from responsibility for
successfully performing the Work without additional expense to the County. County assumes no
responsibility for any understanding or representations concerning conditions made by any of its
officers, employees or agents prior to the execution of this Agreement, unless such understanding or
representations are expressly stated in the Agreement.
4. Before commencing activities, Contractor shall: (1) take field measurements and verify field
conditions; (2) carefully compare this and other information known to Contractor with that of the
Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to County.
5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention.
Contractor shall be solely responsible for and have control over construction means, methods,
techniques, sequences and procedures, and for coordinating all portions of the Work.
6. Contractor, as soon as practicable, shall furnish in writing to the County the names of
subcontractors and suppliers for each portion of the Work.
7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during
the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part
by acts or omissions within the control of Owner. In any event, Owner may grant an extension of
time for the completion of the Work, provided it is satisfied that delays or hindrances were due to
causes outside Contractor's control, e.g., weather, or to acts of omission or commission by the
Owner. Dates for the performance or completion of the work shall be extended by such delay of
time as may be reasonably necessary to compensate for the delay, provided that Contractor shall
have given Owner immediate (as determined by the circumstances, but not exceeding 72 hours)
notice in writing of the cause of the detention or delay.
8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers'
instructions.
9. Contractor warrants to County that: (1) materials and equipment furnished under the Agreement
will be new and of good quality; (2) the Work will be free from defects not inherent in the quality
required or permitted; and (3) the Work will conform to the requirements of the Agreement.
14. Contractor shall comply with and give notices required by all federal, state and local laws,
statutes, ordinances, building codes, rules and regulations applicable to the Work. If the Contractor
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performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or
regulations without notice to County, Contractor shall assume full responsibility for such Work and
shall bear the attributable costs. Contractor shall promptly notify County in writing of any conflicts
between the specifications for the Work and such governmental laws, rules and regulations.
11. Contractor shall keep the premises and surrounding area free from accumulation of dust, debris
and trash related to the Work.
12. Before permitting any of his subcontractors to perform any Work under this contract,
Contractor shall either (a) require each of his subcontractors to procure and maintain during the life
of his subcontracts, Subcontractor's Public Liability and Property Damage Insurance of the types
and in the amounts as may be applicable to his Work, which type and amounts shall be subject to
the approval of the County as indicated in the Agreement, or (b) insure the activities of his
subcontractors in his own policy.
13. The performance of the Work may be terminated at any time in whole, or from time to time in
part, by County for its convenience as set forth in section 4(c). Any such termination shall be
effected by delivery to the Contractor of a written notice ( "Notice of Termination ") specifying the
extent to which performance of the Work is terminated and the date upon which termination
becomes effective. After receipt of a Notice of Termination, and except as otherwise directed by
County, Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the
light of such notice and of such requests in implementation thereof as County may make, to assure
the efficient, proper closeout of the terminated Work (including the protection of County's
property). Among other things, Contractor shall, except as otherwise directed or approved by
County:
a. stop the Work on the date and to the extent specified in the Notice of Termination;
b. place no further orders or subcontracts for services, equipment or materials except as may
be necessary for completion of such portion of the Work as is not terminated;
c. terminate all orders and subcontracts to the extent that they relate to the performance of
Work terminated by the Notice of Termination;
d. assign to County, in the manner and to the extent directed by it, all of the right, title and
interest of Contractor under the orders or subcontracts so terminated, in which case County
shall have the right to settle or pay any or all claims arising out of the termination of such
orders and subcontracts;
e. with the approval of County, settle all outstanding liabilities and all claims arising out of
such termination or orders and subcontracts; and
f. deliver to County, when and as directed, all documents and all property which, if the Work
had been completed, Contractor would be required to account for or deliver to County, and
transfer title to such property to County to the extent not already transferred.
In the event of such termination, Contractor shall be paid for the satisfactorily completed work up to
the termination date.
Requirements and Procedures for Contractors and Vendors
Performing Work at County Facilities
1. Customer Service
It is our job to maintain a customer service ethic. This means communicating efficiently and treating people with
respect and courtesy. This requires communicating with Facilities Management to get permission prior to work,
informing building users what is planned, how it will effect each of them, what the interruptions will be and how long
the work will take. This applies to all contractors and vendors working in county facilities and sites.
2. Coordinating with Building? Users/Employees
Before entering a county facility, arrangements must be made for work during regular business hours or for work after -
hours. Any work which will create noise, dust or odors must be arranged and approved in advance by the Director of
Facilities. Permission must also be granted by the department director of the effected area prior to commencing work
during business hours.
There is to be no work of anv kind, other than routine maintenance functions, in the Eagle Coun
Administration Campus Offices during business hours of 7:00am to 5 :300m, Monday through Friday.
This includes entering to inspect or coordinate the work, moving furniture, delivering or removing materials or
making post- completion hunch -list inspections. Anv exceptions to this must be approved by the countv
manager.
During the course of work, if the contractor or his workers are requested by a county employee to stop work for any
reason, please do so. Immediately call the contact person or the emergency contact, as indicated below to report this
stoppage and to get further directions.
3. Coordination and use of facilities
Arrangements must be made with Facilities Management by calling 328 -8880 during regular business hours or at the
office located on 590 Broadway in Eagle, next to the main county building. Contractors and vendors must make sure
they have a specific plan for building access and a contact person and direct phone number for that person prior to
commencing any after -hours work. After hours emergency contact can be made by calling the on -call pager at
748 -2223 or the cell phone at 471 -6228.
A. After hours work: Contractors and vendors must arrange, in advance, for any work to be performed outside of
the regular building operating hours of 7:00am to 5:30pm, Monday through Friday. It is imperative that access
be arranged in advance. Each time a contractor or vendor is working after hours, contact must be made with
the Facilities Management project personnel, ahead of time, to coordinate issues which may arise as a result of
the planned work. Certain facilities have security systems with restricted access and hours of access.
Instructions for specific building entries will be given for after - hours. One key and one access card may be
checked out. The contractor or vendor must sign for the key and/or card. There is a $500 charge for lost keys
or cards. Final payment will not be made until keys and/or cards are returned.
1. Eagle County Building Site - The main east entrance of the Eagle County building is the only access point
for the building after- hours. Enter and exit only through the cast doors of the main building, all other doors
are alarmed.
2. Do not prop open any doors. Contractors and vendors may not prop doors open to allow extension cords
to be run through doors. Extension cords must be connected to exterior outlets to power any equipment used
outdoors.
3. Contractors and vendors must arrange to meet their workers at building entrances to accompany them to
work sites.
4. Contractor and vendor personnel must remain only in designated work areas and must not go into other
areas of the building.
B. Work which creates noise, vibration, dust, or any physical disturbance of staff (such as furniture moving) or
requires the use of volatile organic compounds (VOCs) or other hazardous substances must be coordinated
with the Facilities Management Department prior to commencing work. Approval must be obtained prior to
beginning any paint work in any County Building The use of oil -based paints, lacquer finishes or thinners
is prohibited inside or adjacent to County buildings. Contractors and vendors must have applicable MSDS
documentation on site and be in compliance with the labeled requirements.
C. Smoking is not allowed in county facilities. Smoking is allowed outside buildings a minimum of fifteen (15)
feet from the building. Certain county buildings have specific smoking areas assigned.
D. Vehicles may not be parked on grass areas. Contractors and vendors must use the paved county parking areas.
Contractors and vendors requiring special access must make specific arrangements through the Facilities
Management Department prior to commencing work.
E. Areas for storage of materials, tools or for work fabrication assembly must be arranged in advance. County
will provide Contractor with clear and safe access to the equipment and a safe workplace for Contractor's
employees as well as a safe storage location for parts and other materials to be stored on site which remain
Contractor's property. Notwithstanding the above, the County and their employees are not responsible for
theft or damages of such materials or tools.
F. Contractors and vendors must provide their own equipment and tools for use at County facilities and ensure
that such equipment is appropriate for the job, that it is properly maintained and used in accordance with safety
practices common in the industry. The County will not allow any County -owned equipment or tools to be used
by contractors or vendors. In the event that the County has leased equipment or tools on site, a contractor or
vendor will only be allowed to use such equipment upon executing a waiver. This waiver will hold the County
harmless and release all liability of the County for the contractor's use of such equipment or tools.
3. Insurance and Bonds
A. All contractors and vendors must meet the minimum statutory insurance requirements before entering to work
on any county site. A valid commercial general liability insurance certificate must be received in the Facilities
Management office, and approved, before any mobilization or work commences on a county site. Contractors
and vendors under contract with the county should refer to the Agreement for applicable insurance and
bonding requirements. Contract insurance and bonding requirements may differ from those indicated in this
document.
B. The minimum statutory insurance requirements are as follows: commercial general liability coverage shall be
carried in the minimum amount of $500,000 per injury and $1,000,000 per occurrence for claims or damages
arising from activities conducted, including but not limited to personal injury, death, property damage and
other damages imposed by law. Contractors must carry worker's compensation insurance as required by law.
4. Compliance with Federal, State and Local Laws
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A. It is the responsibility of all contractors and vendors to be in compliance with all applicable Federal, State and
local laws while performing work on behalf of the county on all county sites.
B. Contractors and vendors must be aware of and be in compliance with the Occupation and Safety Act (OSHA).
All work procedures and any use of equipment on county sites must meet and be handled and operated in
compliance with OSHA.
C. Contractors and vendors must be aware of Federal, State and local laws applicable to the procurement, use and
handling of hazardous substances. Contractors and vendors must receive written approval from the Director of
Facilities Management to bring a substance with a hazardous materials classification greater than one (1) for
health, fire or reactivity hazard and/or any specific hazard designation onto a county site.
5. Personnel
A. Contractors and vendors are required to ensure that all personnel are qualified employees meeting all Federal,
State and local laws related to employment, and may be required to show verification upon request.
B. Contractors and vendors act as an independent contractor on all projects, unless the contract specifies
otherwise, and are obligated to pay federal and state income tax on moneys earned. The personnel employed
by contractors and vendors are not and shall not become employees, agents or servants of the County because
of the performance of any contracted work.
C. Eagle County is a drug -free workplace. The possession or use of alcohol and drugs is prohibited while on
county sites. All personnel must arrive for work at Eagle County sites sober and drug -free. Any person
violating this provision must be immediately removed from the site.
6. Clean Up
A. Contractors and vendors are responsible for clean up of immediate work areas. Disturbed areas must be
returned to their original condition at the completion of the work. Contractors and vendors must either
designate an area to be separated, and remain as work area for the duration of the project, or provide for
immediate work areas open to employees and the public to be cleaned every 24 hours prior to the
commencement of the next day's business hours and on weekends no later than Sunday night prior to the
commencement of business on Monday morning. Areas to be designated as work areas must be separated
from occupied business areas with partitions or plastic sheeting which will stop the transmission of sound, dust
and other disturbances. Contractor takes no responsibility for the removal of hazardous waste including
asbestos.
B. Trash: Contractors and vendors are responsible for trash generated by work at county facilities. Minor disposal
in county trash receptacles is permitted. Contractors and vendors engaging in work requiring seven days or
longer or disturbing greater than 100 square feet of existing space must provide for their own trash collection
and disposal.
7. Sales Tax County will cooperate with Contractor to obtain tax exemption. If Contractor fails to obtain the tax
exemption(s) applicable to public works projects from sales, consumer, use and similar taxes, Contractor shall pay
the same.
8. Indemnification Within the limits allowed by law, Contractor shall indemnify the County for, and hold and
defend the other party and its officials, boards, officers, principals and employees, harmless from all costs, claims
and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any
person in connection with the negligent acts or omissions, or representations by, the Contractor.
11
•
SCHINDLER ELEVATOR CORPORATION
6950 West Jefferson, Suite 210
Lakewood, CO 80235 -2334
Phone: 303- 262 -6102
Fax: 303- 777 -4857
Date: January 04, 2005 Estimate Number. EPLN- 5ZTK77 Q,
ar
To: Campus Name:
Eagle County Eagle County
500 Broadway +A
Eagle, CO 81631
Attn: Clark Shivley
EQUIPMENT DESCRIPTION
See attached equipment list.
SCHINDLER ELEVATOR CORPORATION ( "Schindler", "we ", "us ") 6950 West Jefferson
Suite 210, Lakewood, CO 80235 -2334, and EAGLE COUNTY, P O Box 850, 500 Broadway, Eagle, CO 81631
( "you ") agree as follows:
PREVENTIVE MAINTENANCE SERVICE
• Our preventive maintenance program performed in accordance with a maintenance schedule specific to
your equipment
• Examine, lubricate, adjust, and repair /replace covered components
• Prompt callback coverage
• Safety testing
• Customer friendly and responsive communications
PREVENTIVE MAINTENANCE PROGRAM
Our Preventive Maintenance Program, as described in this agreement will be performed in accordance with a
maintenance schedule specific to your equipment. A Schindler technician will be assigned to you, and back up
technicians are available as required to give you prompt service as required at all times. A Schindler account
representative will be assigned to you, and will be your primary contact for communications regarding your
agreement. Also available to you is our extensive technical support and parts inventory, at the site as needed,
and local warehouses and our national Service Distribution Center available for express delivery in
emergencies.
EXAMINE, LUBRICATE, ADJUST, AND REPAIR/REPLACE COVERED COMPONENTS
We will periodically examine, lubricate, adjust, and as needed repair or replace the Covered Components listed
below.
HYDRAULIC ELEVATORS
Basic components: Controller components: resistors, timers, fuses, overloads, minor contacts, wiring,
coils; packing, drive belts, strainers, functional components of car and corridor operating stations,
hangers and tracks, door operating devices, door gibs, car fan, guide shoes, rollers, traveling cables,
signal lamps (replacement during regular visits only), interlocks, door closers, buffers, switches, door
protection devices, and alarm bells.
Page 1 of 7
EPLN -5Z� 7 a
90012000
cERTIPIEI,
Major components: Exposed piping in the Machine Room & hoistway, motor, PC boards, pump, pump
unit, solid state devices, contactors, and valve.
We assume no responsibility for the following items: hoistway door hinges, panels, frames, gates and sills; cabs
and cab flooring; cab doors, gates and removable cab panels; cab mirrors and handrails; power switches, fuses
and feeders to controllers; emergency cab lighting; light fixtures and lamps; cover plates for signal fixtures and
operating stations; card readers or other access control devices; smoke/fire alarms and detectors; pit pumps
and alarms; cleaning of cab interiors and exposed sills; plungers, casings and cylinders; automatic ejection
systems; all piping and connections except that portion which is exposed in the machine room and hoistway;
guide rails; tank; emergency power generators; telephone service, communication devices; disposal of used oil;
intercom or music systems; ventilators, air conditioners or heaters; media displays; fireman's phones; exterior
panels, skirt and deck panels, balustrades, relamping of illuminated balustrades, attachments to skirts, decking
or balustrades, moving walk belts, pallets; steps; skirt brushes; sideplate devices.
CLEANING /PAINTING
We will periodically clean the machine room, car top, and pit of debris related to our work in these areas; and
will periodically paint the machine room floor.
TESTING OF SAFETY DEVICES
Equipmen Test
Hydraulic Pressure /Relief Valve
Frequency
Annually
Our testing responsibilities do not include fees or changes imposed by local authorities in conjunction with
inspecting, licensing or testing the Equipment; changes in the testing requirements after the initial start date of
this Agreement, or any other testing obligations other than as specifically set forth above. Since these tests may
expose the equipment to strains well in excess of those experienced during normal operation, Schindler will not
be responsible for any damage to the equipment or property, or injury to or death of any persons, resulting from
or arising out of the performance of these tests.
CUSTOMER FRIENDLY AND RESPONSIVE COMMUNICATIONS
Service dispatching will take place through our Schindler Customer Service Network (SCSN), which is staffed by
qualified Schindler personnel, 24 /7. You will be provided with a customer identification number, which must be
referenced when a call is placed for your facility. Our dispatchers will have access to your building's service call
records, and will promptly relay the details of your call to the assigned technician.
You will also have access to Schindler SCORE CARDTM, through Schindler's website, which gives you instant
access to the performance history of your equipment covered by this Agreement.
ADDITIONAL COVERAGES
We will remotely monitor (if applicable) those functions of the Equipment described above which are remote
monitoring capable. Our remote monitoring system ( °SRM") will automatically notify us if any monitored
component or function is operating outside established parameters. We will then communicate with you to
schedule appropriate service calls. Monitoring will be performed on a 24 hour, 7 day basis and will
communicate toll free with our Customer Service Network using dedicated elevator telephone service. The
operation and monitoring of SRM is contingent upon availability and maintenance of dedicated elevator
telephone service. You have the responsibility to install, maintain and pay for such telephone service, and to
notify us at any time of any interruption of such telephone service. If requested, you will provide the proper
wiring diagrams for the equipment covered. These diagrams will remain your property, and will be maintained
by Schindler for use in troubleshooting and servicing the equipment.
CALLBACK RESPONSE TIME
We will respond to callbacks during regular working hours within an average of 4 hours of notification, and
during overtime hours within an average of 12 hours of notification, unless we are prevented from doing so by
causes beyond our control.
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HOURS OF SERVICE
We will perform the Services during our regular working hours of regular working days. The Services include
callbacks for emergency minor adjustment callbacks during regular working hours. If you authorize such
callbacks outside regular working hours, we will absorb the straight time labor charges and you will compensate
us for the overtime premium, plus materials not covered by contract, expenses and travel. All other work outside
the Services will be billed at our standard billing rates. A request for service will be considered an "emergency
minor adjustment callback" if it is to correct a malfunction or adjust the equipment and requires immediate
attention and is not caused by misuse, abuse or other factors beyond our control_ The term does not include C
any correction or adjustment that requires more than one technician or more than two hours to complete. 4)
TERM =
s
This Agreement commences on January 01, 2005, and continues until December 31, 2005, and shall renew 0
(where permitted by applicable local law) for subsequent similar periods, unless terminated by either party upon
written notice received by the other party at least 90 days prior to the above termination date or any renewal
termination date.
"t] ; =
In consideration of the Services provided hereunder, you agree to pay us the sum of $780.00 per month,
payable in quarterly installments of $2,340.00, exclusive of applicable taxes, subject to payment terms and Price
Adjustment set forth below. You agree to pay, as an addition to the price herein, the amount of any current or
future sales, use, excise or other tax applicable to the Services provided hereunder. You may choose to make
payments on a semi - annual basis, for a discount of 1 % (initial here if semi - annual _,_) or on an annual basis,
for a 3% discount (initial here if annual .�
PRICE ADJUSTMENT
The contract Price and labor rates for extra work will be adjusted annually, as of the date of the local labor rate
adjustment, and will be increased or decreased on the basis of changes to the local straight time hourly rate for
mechanics. If there is a delay in determining a new labor rate, or an interim determination of a new labor rate,
we will notify you and adjust the price at the time of such determination, and we will retroactively bill or issue
credit, as appropriate, for the period of such delay.
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2004.6 sooz000l
CERTIFIE
The attached terms and conditions are incorporated herein by reference.
Acceptance by you as owner's agent or authorized representative and subsequent approval by our authorized
representative will be required to validate this agreement.
For: Schindler Elevator Corporation
�—* �75
M-
Title: Manager, Existing Installations
For: Eagle County
Title:
Date: January 04, 2005
Approved:
3OWNFRT0717
WFIR
Title: District Manager
Date: LIL'I't'r
Date:
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LCERTIFIED
TERMS AND CONDITIONS
1. This is the entire Agreement between us, and no other terms or conditions shall apply. This service proposal does
not void or negate the terms and conditions of any a*aUng service agreement unless fully executed by both parties. No
services or work other than specifically set forth herein are included nr intended by this Agnomment
2 retain responsibilities as Owner and/or Manager of the premises and of t Equipment. You will provide
us with clear and safe access to the Equipment and a safe workplace for our employees as well as a safe storage location
for parts and other materials to be stored on site which remain our property, in compliance with all applicable regulations
related thereto, you will inspect and observe the condition of the Equipment and workplace and you will promptly report
potentially hazardous conditions and malfunctions, and you will call for service as required; you will promptly authorize
0
needed repairs or replacements outside the scope of this Agreement, and observe all testing and reporting responsibilities
based upon local codes. You will not permit others to work on the Equipment during the term of this Agreement. You agree
that you will authorize and pay for any proposed premaintenance repairs or upgrades (including any such repairs or
upgrades proposed during the first 30 days of this agreement), or we will have the option to terminate this Agreement
immediately, without penalty to us. You agreed to post and maintain necessary instructions and / or warnings relating to the
(h
3. We will not be liable for damages of any kind, whether in contract orin tort, motherwise in excess pf the annua
price of this Agreement. We will not be liable inany event for special indirect or consequential damages which include but
are not limited to |oou of rents rm*nnuea, pnm@` good will, or use of Equipment or pnoperty, nrbusiness interruption.
4. Neither party ohmU be responsible for any |oos, damage, detention or delay caused by labor trouble or disputes
strikes, |uokouts, fioa, explosion, theft, U0htning, wind gomn. eedhquake. Ooodo, ebmnnm, hot civil nommoUon, malicious
mischief, embargoes, shortages of materials or workmen, unavailability of material from usual sources, government phohUew
or requests or demands of the National Defense Program, civil or military authority, war, insurrection, failure to act on the
part of either party's su or subcontractors orders or instructions of any federal, state, or municipal government or any
department or agency thereof, acts of God, or by any other cause beyond the reasonable control of either party. Dates for
the podbnnanca or completion of the work ohoU be extended by such delay of time as may be reasonably necessary to
compensate for the delay.
5� You will assign this to your successor in interes should your interes in the premises cease prior to the
initial cr any renewal terminat date. If this Agreement is terminated prematurely for any reason, other than our default,
including failure to assign to a successor in interest as required ebove, you will pay as liquidated damages (but not penalty)
wnethmlf the remaining amount due under this Agreement.
O. The Equipment consists of mechanical and electrical devices subject to wear and tear, deterioration, obsolescence
d possible malfunction result of causes beyond our control. T he services do not guarantee against failure or
malfunction, but are intended to reduce wear and prolong useful life of the Equipment. We are not required to perform tests
other than those specified previously, to install new devices on the equipment which may be recommended or directed by
insurance companies, federal, state, municipal or other authorities, to make changes or modifications in design, or to make
any replacements with parts of a different design. We are responsible to perform such work as is required due to ordinary
wear and tear. [Unless otherwise agreed], We are not responsible for any work required due to obsolescence; accident;
abuse; misuse; vandalism; adverse machine room conditions (including temperature variations below 60 degrees and above
90 degrees Fahrenheit) or excessive humidity; adverse premises or environmental conditions, power fluctuations, rust, or
any other cause beyond our control, We will not be responsible for correction of outstanding violations or test requirements
cited by appropriate authorities prior to the effective date of this agreement.
7. Invo (including invoices for extra work outside the fixed price) will be paid upon presentation, on or before the
last day of the month prior to the billing period. Late ur non-payments will result in:
(m) Interest on past due amounts ot1 per month or the highest legal rate available;
(b) Termination of the on ten (10) days phorwhttmn notice; and
(c) Attorneys' #mes, cost of collection and all other appropriate remedies for breach of contract.
8. If either party to this Agreement claims default by the other, written notice of at least 10 days shall be provded,
specifically describing the default. If cure of the default is not commenced within the ten-day notification period, this
Agreement may be terminated. In the event of litigation, the prevailing party will be entitled to its reasonable attorneattorneys' ooys' fees
and costs.
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CERTIFIED
0 Any proprietary material information data or devices contained in the Equipment feature
thereof, remains our property. This includes, but is not limited to, any tools, devices, manuals, software (which is subject to a
limited license for use in this building/premises/ equipment only), modems, sourcet access/ object codes, passwords and the
Schindler Remote Monitoring feature ("SRM") (if applicable) which we will deactivate and remove if the Agreement is
10. You will prevent access to the Equipment, including the SRM feature and/or dedicated telephone line if applicable,
by anyone other than us. We will not be responsible for any claims, losses, demands, lawsuits, judgment, verdicts, awards
or settlements ("claims") arising from the use or misuse of SRM, if it or any portion of it has been modified, tampered with,
misused or abused- VVm will not bo responsible for use misuse or misinterpretation n* the reports calls, signals, alarms or 0
other such 8RK8output nor for claims arising from acts or omissions of others in connection with SRM or from interruptions
of telephone mmn/ne to 8RNY regardless of cause. You agree that you will defend, indemnify and hold us harmless from and
against any such o|oimo, and from any and all claims arising out of or in connection with this Agreement, and/or the
Equipment, unless caused directly and solely by our established fault. ^
11. Should this Agreement be accep by you in the form of a purchase ovdar, the terms and conditions of this -'
Agreement will take precedence over those of the purchase order.
12. Schindler Elevator Corporation is insured at all locations where it undertakes business for the type nf insurance and
limits of liability as follows:
(a) Workers' Compensation and Liability - Equal to or in excess of limits of Workers' Compensation laws
in all states and the District of Columbia.
(b) Comprehensive Liability -Upto Two Million Dollars ($2,O0lO0000 single limit per occurrence.
3. You hereby authorize us to produce single copies of the EPROM and/or ROM chips for each elevator subject to this
Agreement for the sole purpose of archival back-up of the software embodied therein. The duplicate chip(s) for a given
elevator shall be identified by serial number, or other means, and shall be stored on the building premises in a secured area
in the elevator equipment room or you may retain possession. We agree that back-up chips are not for the benefit of
purchase or sale, or for use in other elevator systems, and shall be used for no other purpose than the replacement of a
defective or damaged chip on the particular elevator. In the event that the your continued possession of the computer
program should cease to be rightful, we agree that all such archival copies shall be destroyed.
14� You acknowledge that certain replacement parts, such as printed circuit boards or control related parts, may be
difficult to obtain. While we do not anticipate problems or delays obtaining such parts, it may be necessary or desirable for
you to order such parts directly from the original equipment manufacturer ("OEM"). You agree, in such event, to order parts
promptly from the OEM, at any time and from time to time, as specified by us. We agree to reimburse you for the reasonable
cost of such parts (as covered by this Agreement) promptly upon receipt from you of copies of the invoice(s) together with
appropriate payment documentation.
15. Should conditions arise requiring use of the OEM diagnostic tool, we will promptly notify you. You agree, in such
event, to promptly contact the OEM for diagnostic service and repair. You will be responsible for all costs related to such
service and repair. You further agree that we shall not be responsible for any delays, damage, costs or claims associated
with you or OEM's failure to timely provide a diagnostic tool, and you will indemnify, defend and hold us harmless from any
such delays, damage, cost or claim.
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Eagle County
Equipment List
EQUIPMENT DESCRIPTION
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Rise /Length
Qty Manufacturer
Equipment Application
Description
Openings
Capacity Speed Install#
Eagle County
Building
500 Broadway
Eagle, CO 81631
1
Dover
Hydraulic Passenger
DMC
3F/OR
2500
125
1
Schindler
Hydraulic Passenger
DMC
2F/OR
2500
125
Eagle County
Community Center
0020 Eagle County Drive El Jebel,
CO 81623
1
Thyssen
Hydraulic Passenger
Northern Elevator
Control 2F /OR
2100
95
Eagle County
Justice Center
885 Chambers
Road Eagle, CO 81623
1
LS
Hydraulic Passenger
Eltec
2F/OR
2500
125
Eagle County
Old Court House
550 Broadway
Eagle, CO 81623
1
Schindler
Hydraulic Passenger
MPH II
3F /1R
2500
125
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