HomeMy WebLinkAboutSCHINDLER ELEVATOR CORPORATION 4EMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
Return form to the Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questions.
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_____________
The agreement with ( ~ ~ . ~ _~/~ cy,
No. N-~ooR-oo~
was completed on
and final payment has been made.
Revised 05-22-08
Department:
Signature:
Date:
City of Santa Ana
Clerk of the Council
N-2009-007
INSURANCE NOT ON FILE
WORK MAY NOT PROCEED
CLERK Of COUNCIL CONTRACTOR AGREEMENT
DATE: I - ~L-o~i
O : C pA (~)
'avolyn Fullev r THIS AGREEMENT, made and entered into this 1st day of July, 2008 by and between
Schindler Elevator Corporation, a Califomia corporation (hereinafter "Contractor"), and the City
of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a Contractor having special skill and knowledge in the field of
elevator maintenance and repair.
B. Contractor represents that Contractor is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standazds as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall perform preventive maintenance and repair for the four elevators located
at the Santa Ana Regional Transportation Center.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $15,000 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on June 30,
2009, unless terminated earlier in accordance with Section 12, below. The term of this
Agreement maybe extended upon a writing executed by the Deputy City Manager for
Development Services and the City Attorney.
4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create anemployer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Contractor performs the services which are the subject matter of this Agreement; however, the
services to be provided by Contractor shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Contractor shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similaz taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insureds) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Contractor's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Contractor agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
f If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its
time and materials expended prior to notification of termination. Contractor waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Contractor or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
7. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include
all nonpublic information. Confidential information includes not only written information, but
also information transferred orally, visually, electronically, or by other means. Confdential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations ofnon-use and nondisclosure shall not apply to
any information that (a) has been disclosed in publicly available sources, (b) is, through no fault
of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the
Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Contractor without reference to information
disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Deputy City Manager for Development Services
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Contractor: Schindler Elevat CorporatioC~/`'T/'" /~I E~~G~
cC ick 1.
Ir ' , Ca i ~a-92626
Telefacsimile (949) 251-8775
A party may change its address by giving notice in writing to the other party. Thereafter,
communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
of calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Contractor. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other contractors retained by City.
12. TERMINATION
This Agreement maybe terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Deputy City Manager may require Contractor to
deliver to the City all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents to the City's use
thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
13. DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Contractor affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of Califomia and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined. and governed by the laws of the State of Califomia. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Contractor shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first ahove written.
ATTEST:
~~ V
~, PATRICIA EALY
Clerk of the Council
CITY OF SANTA ANA
o
DAVID N. RE
City Manager
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By: ~.~
Lisa E. torck
Assistant City Attorney
RECOMMENDED FOR APPROVAL
CYNTHIA J. N ON
Deputy City Manager for
Development Services
SCHINDLER ELEVATOR CORP.
L+~ ~t
S O FITZSIM S
District Manager
Tax ID#
Schindler Plus
SCHINDLER ELEVATOR CORPORATION
18005 Sky Park Circle
Suite ABCD
Irvine, CA 92614-6514
Phone: 949-251-8760
Fax: 949-251-8775
Date: June 18, 2007
To:
Santa Ana Regional Trans.
1000 E Santa Ana BI
Santa Ana, CA 92701
Estimate Number: DOGO-74ASTD (2007.3)
Building Name:
The Depot At Santa Ana
Attn: Carolyn Fullerton
EQUIPMENT DESCRIPTION
Qty Manufactures
Bquipment Application Description Rise/Length
Openings
Capacity
Spaed InatallM
Depot At Santa Ana The
1D00 6 Santa Ana Blvd Santa Ana, CA 92701-3900
1 Coast Hydraulic Passenger Passenger SF/DR 2500 150
1 Schindler Hydraulic Passenger Parking Structure 9F/OR 3500 140
1 Schindler Hydraulic Passenger Pedestrian Bridge 3F/OR 5000 150
1 Schindler Hydraulic Passenger Pedestrian Bridge 2F/OR 5000 150
SCHINDLER ELEVATOR CORPORATION ("Schindler", "we", "us") 18005 Sky Park Circle
Suite ABCD, Irvine, CA 92614-6514, and SANTA ANA REGIONAL TRANS., 1000 E Santa Ana BI, Santa Ana,
CA 92701 ('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.
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DOGO-74ASTD
2007.3
HYDRAULIC ELEVATORS
Basic components: Controller components: resistors, timers, fuses, overloads, minor contacts, wiring,
coils; packing, drive belts, strainers, functional components of car and corridor operating stations,
hangers and tracks, door operating devices, door gibs, guide shoes, rollers, traveling cables, signal
lamps (replacement during regular visits only), interlocks, door closers, buffers, switches, door
protection devices, and alarm bells.
Major components: Exposed piping in the Machine Room & hoistway, motor, PC boards, pump, pump
unit, solid state devices, contactors, and valve.
We assume no responsibility for the following items: hoistway door hinges, panels, frames, gates and sills; cabs
and cab flooring; cab doors, gates and removable cab panels; cab mirrors and handrails; power switches, fuses
and feeders to controllers; emergency cab lighting; light fixtures and lamps; cover plates for signal fixtures and
operating stations; card readers or other access control devices; smoke/fire alarms and detectors; pit pumps
and alarms; cleaning of cab interiors and exposed sills; plungers, casings and cylinders; automatic ejection
systems; all piping and connections except that portion which is exposed in the machine room and hoistway;
guide rails; tank; emergency power generators; telephone service, communication devices; disposal of used oil;
intercom or music systems; ventilators, air conditioners or heaters; media displays; fireman's phones; exterior
panels, skirt and deck panels, balustrades, relamping of illuminated balustrades; attachments to skirts, decking
or balustrades; moving walk belts; pallets; steps; skirt brushes; sideplate devices; obsolete items, (defined as
parts, components or equipment either 20 or more years from original installation, or no longer available from
the original equipment manufacturer or an industry parts supplier, replaceable only by refabrication.)
CLEANING/PAINTING
We will periodically clean the machine room, car top, and pit of debris related to our work in these areas; and
will periodically paint the machine room floor.
TESTING OF SAFETY DEVICES
Equipment Test Frequency
Hydraulic PressurelRelief Valve 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. Your cab telephone will be
directly programmed to dial SCSN.
You will also have access to Schindler SCORE CARDT"", through Schindler's website, which gives you instant
access to the performance history of your equipment covered by this Agreement.
Page 2 of 2
DOGO-74ASTD
2007.3
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 pertormed on a 24 hour, 7 day basis and will
communicate toll free with our Customer Service Network using dedicated elevator telephone service. The
operation and monitoring of SRM is contingent upon availability and maintenance of dedicated elevator
telephone service. You have the responsibility to install, maintain and pay for such telephone service, and to
notify us at any time of any interruption of such telephone service. If requested, you will provide the proper
wiring diagrams for the equipment covered. These diagrams will remain your property, and will be maintained
by Schindler for use in troubleshooting and servicing the equipment.
CALLBACK RESPONSE TIME
We will respond to callbacks during regular working hours within an average of 4 hours of notification, and
during overtime hours within an average of 12 hours of notification, unless we are prevented from doing so by
causes beyond our control.
HOURS OF SERVICE
We will perform the services during our regular working hours of regular working days, excluding elevator trade
holidays. The services include callbacks for emergency minor adjustment callbacks during regular working
hours. If you authorize callbacks outside regular working hours, you will pay us at our standard billing rates,
plus materials not covered by contract, expenses and travel. All other work outside the services will be billed at
our standard billing rates. A request for service will be considered an "emergency minor adjustment callback" if
it is to correct a malfunction or adjust the equipment and requires immediate attention and is not caused by
misuse, abuse or other factors beyond our control. The term does not include any correction or adjustment that
requires more than one technician or more than two hours to complete.
TERM
This Agreement commences on June 30, 2007, and continues until June 29, 2008, and shall renew (where
permitted by applicable local law) for subsequent similar periods, unless terminated by either party upon written
notice received by the other party at least 90 days prior to the above termination date or any renewal termination
date.
PRICE
In consideration of the services provided hereunder, you agree to pay us the sum of $808.00 per month,
payable in quarterly installments of $2,424.00, 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 asemi-annual basis, for a discount of 1 % (initial here if semi-annual _), or on an annual basis,
fora 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 Iccal 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.
Page 3 of 3
DOGO-74ASTD
2007.3
TERMS AND CONDITIONS
1. This is the entire Agreement between us, and no other terms or conditions shall apply. This service proposal does
not void or negate the terms and conditions of any existing service agreement unless fully executed by both parties. No
services or work other than specifically set forth herein are included or intended by this Agreement.
2. You retain your responsibilities as Owner and/or Manager of the premises and of the Equipment. You will provide
us with clear and safe access to the Equipment and a safe workplace for our employees as well as a safe storage location
for parts and other materials to be stored on site which remain our property, in compliance with all applicable regulations
related thereto, you will inspect and observe the condition of the Equipment and workplace and you will promptly report
potentially hazardous conditions and malfunctions, and you will call for service as required; you will promptly authorize
needed repairs or replacements outside the scope of this Agreement, and observe all testing and reporting responsibilities
based upon local codes. You will not permit others to work on the Equipment during the term of this Agreement. You agree
that you will authorize and pay for any proposed premaintenance repairs or upgrades (including any such repairs or
upgrades proposed during the first 30 days of this agreement), or we will have the option to terminate this Agreement
immediately, without penalty to us. You agreed to post and maintain necessary instructions and 1 or warnings relating to the
equipment.
3. We will not be liable far damages of any kind, whether in contract or in tort, or otherwise, in excess of the annual
price of this Agreement. We will not be liable in any event for special, indirect or consequential damages, which include but
are not limited to loss of rents, revenues, profit, good will, or use of Equipment or property, or business interruption.
4. Neither party shall be responsible for any loss, damage, detention or delay caused by labor trouble or disputes,
strikes, lockouts, fire, explosion, theft, lightning, wind storm, earthquake, floods, storms, riot, civil commotion, malicious
mischief, embargoes, shortages of materials orworkmen, unavailability of material from usual sources, government priorities
or requests or demands of the National Defense Program, civil or military authority, war, insurrection, failure to ad on the
part of either party's suppliers or subcontractors, orders or instructions of any federal, state, or municipal govemment or any
department or agency thereof, acts of God, or by any other cause beyond the reasonable control of either party. Dates for
the performance or completion of the work shall be eMended by such delay of time as may be reasonably necessary to
compensate for the delay.
5. You will assign this Agreement to your successor in interest, should your interest in the premises cease prior to the
initial or any renewal termination date. If this Agreement is terminated prematurely far any reason, other than our default,
including failure to assign to a successor in interest as required above, you will pay as liquidated damages (but not penalty)
one/half the remaining amount due under this Agreement.
6. The Equipment consists of mechanical and electrical devices subject to wear and tear, deterioration, obsolescence
and possible malfunction as a result of causes beyond cur control. The services do not guarantee against failure or
malfunction, but are intended to reduce wear and prolong useful life of the Equipment. We are not required to perform tests
other than those specified previously, to install new devices on the equipment which may be recommended or directed by
insurance companies, federal, state, municipal or other authorities, to make changes or modifications in design, or to make
any replacements with parts of a different design. We are responsible to perform such work as is required due to ordinary
wear and tear. [Unless otherwise agreed], We are not responsible for any work required due to obsolescence; accident;
abuse; misuse; vandalism; adverse machine room conditions (including temperature variations below 60 degrees and above
90 degrees Fahrenheit) or excessive humidity; adverse premises or environmental conditions, power fluctuations, rust, or
any other cause beyond our control. We will not be responsible for correction of outstanding violations or test requirements
cited by appropriate authorities prior to the effective date of this agreement.
7. Invoices (including invoices for extra work outside the fixed price) will be paid upon presentation, on or before the
last day of the month prior to the billing period. Late or non-payments will result in:
(a) Interest on past due amounts at 1 %z% per month or the highest legal rate available;
(b) Termination of the Agreement on ten (10) days prior written notice; and
(c) Attorneys' fees, cost of collection and all other appropriate remedies for breach of contract.
8. If either party to this Agreement claims default by the other, written notice of at least 10 days shall be provided,
specifcally describing the default. If cure of the default is not commenced within the ten-day notification period, this
Agreement may be terminated. In the event of litigation, the prevailing party will be entitled to its reasonable attorneys' fees
and costs.
Page 5 of 5
DOGO-74ASTD
2007.3
9. Any proprietary material, information, data or devices contained in the equipment or work provided hereunder, or
any component or feature thereof, remains our property. This includes, but is not limited to, any tools, devices, manuals,
software (which is subject to a limited license for use in this building/premises! equipment only), modems, source/ access/
object codes, passwords and the Schindler Remote Monitoring feature ("SRM") (if applicable) which we will deactivate and
remove if the Agreement is terminated.
10. You will prevent access to the Equipment, including the SRM feature and/or dedicated telephone line if applicable,
by anyone other than us. We will not be responsible for any claims, losses, demands, lawsuits, judgment, verdicts, awards
or settlements ("claims") arising from the use or misuse of SRM, if it or any portion of it has been modified, tampered with,
misused or abused. We will not be responsible for use, misuse, or misinterpretation of the reports, calls, signals, alarms or
other such SRM output, nor for claims arising from acts or omissions of others in connection with SRM or from interruptions
of telephone service to SRM regardless of cause. You agree that you will defend, indemnify and hold us harmless from and
against any such claims, and from any and all claims arising out of or in connection with this Agreement, and/or the
Equipment, unless caused directly and solely by our established fault.
11. Should this Agreement be accepted by you in the form of a purchase order, the terms and conditions of this
Agreement will take precedence over those of the purchase order.
12. Schindler Elevator Corporation is insured at all locations where it undertakes business for the type of insurance.
You agree to accept in full satisfaction of the insurance requirements for this Agreement, our standard Certificate of
Insurance. We will not name additional insureds. Limits of liability as follows:
(a) Workers' Compensation -Equal to or in excess of limits of Workers' Compensation laws in all states and the
District of Columbia.
(b) Comprehensive Liability - Up to Two Million Dollars ($2,000,000.00) single limit per occurrence,
ProductslCompleted Ops Aggregate $5,000,000.
(c) Auto Liability - $5,000,000 CSL.
(d) Employer's Liability - $5,000,000 Each AccidenUEmployee/Policy Limit.
13. 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 arohival 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. W e 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.
Page 6 of 6
DOGO-74ASTD
2007.3
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volunteers and representatives aze named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
ACORD CERTIFICATE OF LIABILITY INSURANCE
pgge 1 0! 2 12/0 i2DDT
PRODUCER 6T7-945-7378 THIS CERTIFICATE 1$ ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO R1GHF3 UPON THE CERTIFICATE
Nillia Nosth Amaric a, Iac. A
' HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR
~O
]6 Ceatury Blvd. t
} Q7~(a~a ALTER THE COVERAGE AFFORDED BY 7HE POLICIES BELOW.
P. O. Boz 305191 A-~C-t~ O ,~~.- ~ (
/-~ (
Naehvilla, TN 37]305191 INSURERS AFFORDING COVERAGE NAIC#
INSURED 8thindlar Hlavatos Corporation N~70~~~ 127
]0 Nhi INSURER!! Zurich Aaaricap Inanraaea C an 16535-003
ppany Road
Norristown, NJ 07960 INSURERS.
_
INSURERC:
IN$DRER 0:
INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANV REQUIREMENT, TERM OR CONDRION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN THE INSURANCE AFFORDED BV 7HE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDRIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAV FIAVE BEEN REDUCED BY PAID CLAIMS.
I TYPEOF WSURANCE POLICY NUNB[R POLL Y F VE POLICY!%PI LIMR9
A GE NERAL LUISNm GIA644543518 1/1/2008 :1/1/2009 EACN
O
CLURREYGE s
COMMERCUL GENERAL LIABILITY ~ ~G
,EE
MISES ERENTEO $
CLAIMS MADE ®OCCUR ~ MEO E%P M see $
'
X
Cpnt Tactual LiehiliN
PERSONALSAOV INJURY _
$ QD
__ GENERALAGGREGATE $ 0
GENLAGGREGATELIMITAPPDES PER.! PRODUCTS-COMP/OPAGG $
- POLICY Po- LOC
A ~, 'AV roxosaE UAelurr BAP644543618 1/1/2008 1/!/2009
' $
ANYAUTO ~~ COMBINED SINGLE UMR
(EO ectitlerR) $ S, DOD, OOO
' X ALLOWNEO AUTOS '~
BODILY INJURY
SCHEDULED AUTOS (Perperon) I$
MRED AUTOS
BODILY INJURY
P
id
~$
X NON-OWNED AUTOS (
eraor
ent)
PROPERTYDAM:$GE i $
(Poracddsntl
OARAOE UABIIffY ~ AUTO ONLY-EA ACGDENT 3
ANYAUTO / OTHERTHAN EAACC $
- AUTO ONLY: AGG $
EXCESBNIlRlILALIABILRY ,i
~ ~ '•~ EACH OCCURRENCE E
OCCUR ~ CWMS MADE AGGREGATE S
$
DEDUCTIBLE
RETENTION $ $
A wall¢RSeawvEN$ATwNAND :
EMPLOYERB'LIABILItt NC644543819 1/1/2008 1/1/2009 TA o~-
A
ANYPROPRIETDRRARTNER/EXECUTIVE
-PC666818717
1/1/2 DOB
1/1/2009
E.I. EACH ACCIOENf _
$ 000
OFFIGEWMEMBER EXCLUDED'/
I
iE
I
d E.L. GSEABE-E4 EMPLOYEE S DD OOO
yoL
eb V
YUM
N
SPECIAL PROVISIONS pNOw
E.L. DISEASE-P~LICYLIMIT $ 0
I
1 OTHER
DESCRVTION OFOPlRATIONSA.OCATION$NENICLE9iEXCLU8bN8AD0E0 BY EN00118EEIBIT/BPCCIAL PRDw810N8
S8C8510 - CONT# 42-13594
NAINTBNANCB 6 RSPAIB AT SANTA ANA REGIONAL TRANSPORTATION C8NT8R, 1000 EAST SANTA ANA BLVD., STS.
108, SANTA ANA, CA 92701.
'ADDITIONAL INSVRBD: TH8 CITY 08 SANTA ANA, ITS 0882 C8RS, BNPLOY885, AGBNSS AND R8PR8S8NTATIV85 AS
PSR ATTACHED ADDITIONAL INSVRHD BNDORS8EI8NT.
CERTIFICATE HOLDER CANCELLITION
8HW L0 ANV OPTHCABOVe DEBCRENED POLWaES EE CANCELLED BEroRE THE EXPIRATNNi
OATS THEREOF. THE ERWING INSURER WILL NIWIL 30 OAYB WRRRN
NOTN:! TO THE CERTIFICATE HOLDER NANED TO THE L!
IDfG~7m0~[INIIYIC]~OOOIId7fdL8Y8DDpNR7mlOtOmf86[I~DEEYi7AiCf6-mL
CITY OP SANTA ANA, PVRCBABINO DNIBION, N-16 ~~
]0 CIVIC CSNTBR PLAEA AUTNORQEO EENfApYE
BANTA ANA, G 9270] GC
ACORD 25 (2087!08) Coll :2189493 Tpi:711996 Cert:9893922 ®ACORD CORPORATION 1988