HomeMy WebLinkAboutAG-S-123 / Agreement for Services with thyssenkrupp Elevator Corporation CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-123
THIS AGREEMENT made and entered into on this 10 day of NoVtb,ey ,
2020, by and between the City of Auburn, a municipal corporation of the State of
Washington, hereinafter referred to as "City" and thyssenkrupp Elevator Corporation,
7006 27th Street West, Suite A, University Place, WA 98466, hereinafter referred to
as the "Provider."
RECITALS:
1. The City is in need of the services of individuals, employees or firms for elevator
maintenance work.
2. The City wants to hire the Provider to provide these services in connection with
the City's work.
3. The Provider is qualified and able to provide services in connection with the
City's needs for this work, and is willing and agreeable to provide the services on the
terms and conditions in this Agreement
AGREEMENT:
In consideration of the mutual promises contained in this Agreement, the parties
agree as follows:
1. Scope of Services
The Provider agrees to perform in a good and professional manner the tasks
described in Exhibit "A." The Provider shall perform the services as an
independent contractor and shall not be deemed, by virtue of this Agreement and
the performance thereof, to have entered into any partnership, joint venture,
employment or other relationship with the City.
2. Additional Services
If additional services with respect to related work are required beyond those
specified in the Scope of Work, and not included in the compensation listed in this
Agreement, the parties will amend this Agreement before the Provider performs
the additional services. However, Provider agrees that it shall perform additional
services on the written request of an authorized representative of the City pending
execution of an Amendment.
3. Provider's Representations
The Provider represents and warrants that it has all necessary licenses and
certifications to perform the services provided for in this Agreement, and is
qualified to perform those services.
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4. City's Responsibilities
The City shall do the following in a timely manner so as not to delay the services of
the Provider:
a. Designate in writing a person to act as the City's representative with respect to
the services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Provider with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Provider to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and
other documents prepared by the Provider and render decisions regarding such
documents in a timely manner to prevent delay of the services.
5. Acceptable Standards
The Provider shall be responsible to provide, in connection with the services
contemplated in this Agreement, work products and services of a quality and
professional standard acceptable to the City.
6. Prevailing Wages
The Provider shall comply with every provision of the Revised Code of
Washington Chapter 39.12. A copy of a Statement of Intent to Pay Prevailing
Wages, approved by the Industrial Statistician of the Department of Labor &
Industries, must be submitted to the City prior to any payment for services
rendered. An Affidavit of Wages Paid must be received by the City prior to
issuance of final payment.
Should the term of this agreement go beyond one year, the wages that the
Provider shall pay its employees must be altered annually to recognize and
follow the most recently promulgated increases in prevailing wages each year
after the first year of the contract period.
7. Compensation
As compensation for the Provider's performance of the services provided for in this
Agreement, the City shall pay the Provider the fees and costs specified on Exhibit
"A." The Provider shall submit to the City an invoice or statement of time spent on
tasks included in the scope of work, and the City upon acceptance of the invoice or
statement shall process the invoice or statement in the next billing/claim cycle
following receipt of the invoice or statement, and shall remit payment to the
Provider, subject to any conditions or provisions in this Agreement or Amendment.
The Agreement number must appear on all invoices or statements submitted. The
not-to-exceed amount for this agreement is $28,512.00.
8. Time for Performance and Term of Agreement
The Provider shall not begin any work under this Agreement until authorized in
writing by the City. The Provider shall perform the services in accordance with the
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direction and scheduling provided on Exhibit "A" unless otherwise agreed to in
writing by the parties. All work under this Agreement shall be completed by
September 1, 2023.
9. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise
prepared by the Provider as part of his performance of this Agreement (the "Work
Products") shall be owned by and become the property of the City, and may be
used by the City for any purpose beneficial to the City.
10. Records Inspection and Audit
All compensation payments shall be subject to the adjustments for any amounts
found upon audit or otherwise to have been improperly invoiced, and all records
and books of accounts pertaining to any work performed under this Agreement
shall be subject to inspection and audit by the City for a period of up to three (3)
years from the final payment for work performed under this Agreement.
11. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this
Contract is in effect, the Provider agrees that, notwithstanding such dispute or
conflict, the Provider shall continue to make a good faith effort to cooperate and
continue work toward successful completion of assigned duties and
responsibilities.
12. Administration of Agreement
This Agreement shall be administered by Braeden Bowman, on behalf of the
Provider, and by the Mayor of the City, or designee, on behalf of the City. Any
written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
City of Auburn thyssenkrupp Elevator Corporation
Lisa Moore Braeden Bowman
Facilities Manager Account Manager
25 West Main Street 7006 27th Street West, Suite A
Auburn, WA 98001-4998 University Place, WA 98466
Phone: 253-288-31583 Phone: 425-305-7176
E-mail: Imoore@auburnwa.gov E-mail: Braeden.bowman@thyssenkrupp.com
13. Notices
All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, and
addressed, if to a party of this Agreement, to the address for the party set forth
above.
Either party may change his, her or its address by giving notice in writing to the
other party.
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14. Insurance
The Provider shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the performance of the work hereunder by the
Provider, or the Provider's agents, representatives, employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be
construed to limit the liability of the Provider to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
The Service Provider shall obtain insurance of the types described below:
a. Automobile Liability insurance, covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage.
Provider shall maintain automobile insurance with minimum combined single
limit for bodily injury and property damage of$1,000,000 per accident.
b. Commercial General Liability insurance shall be at least as broad as
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, stop gap independent contractors, personal injury and advertising
injury.
The City shall be named as an insured under the Provider's Commercial
General Liability insurance policy with respect to the work performed for the
City using an additional insured endorsement at least as broad as ISO
endorsement form CG20. Such additional insured coverage shall only apply
to the extent any damages covered by the policy are determined to be caused
by Provider's acts, omissions or negligence. Commercial General Liability
insurance shall be written with limits no less than $2,000,000 each
occurrence, $2,000,000 general aggregate, and a $2,000,000 products-
completed operations aggregate limit.
c. Worker's Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability and Commercial General Liability insurance:
a. The Provider's insurance coverage shall be primary insurance as respects the
City. Any insurance, self-insurance, or insurance pool coverage maintained by
the City shall be excess of the Provider's insurance and shall not contribute
with it.
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b. The Provider shall provide the Public Entity and all Additional Insureds for this
work with written notice of any policy cancellation within two business days of
their receipt of such notice.
Insurance is to be placed with an authorized insurer in Washington State. The
insurer must have a current A.M. Best rating of not less than A:VII.
Provider shall furnish the City with certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Provider
before commencement of the work. The City reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the City
at any time. Certificate of insurance are provided in lieu of copies of policies. The
City will pay no progress payments under Section 7 until the Provider has fully
complied with this section.
If the Contractor maintains higher insurance limits than the minimums shown
above, the Public Entity shall be insured for the full available limits of Commercial
General and Excess or Umbrella liability maintained by the Contractor, irrespective
of whether such limits maintained by the Contractor are greater than those
required by this contract or whether any certificate of insurance furnished to the
Public Entity evidences limits of liability lower than those maintained by the
Contractor.
Failure on the part of the Contractor to maintain the insurance as required shall
constitute a material breach of contract, upon which the Public Entity may, after
giving five business days' notice to the Contractor to correct the breach,
immediately terminate the contract or, at its discretion, procure or renew such
insurance and pay any and all premiums in connection therewith, with any sums so
expended to be repaid to the Public Entity on demand, or at the sole discretion of
the Public Entity, offset against funds due the Contractor from the Public Entity.
15. Indemnification/Hold Harmless
The Provider shall defend, indemnify and hold the City and its officers, officials,
employees, and volunteers harmless from any and all claims, injuries, damages,
losses, or suits including attorney fees, arising out of or in connection with the
performance of this Agreement, except for injuries and damages caused by the
sole negligence of the City.
However, should a court of competent jurisdiction determine that this Agreement is
subject to RCW 4.24.115, then, in the event of liability for damages arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Provider and the City, its officers, officials,
employees, and volunteers, the Provider's liability hereunder shall be only to the
extent of the Provider's negligence. It is further specifically and expressly
understood that the indemnification provided herein constitutes the Provider's
waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the
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parties. The provisions of this section shall survive the expiration or termination of
this Agreement.
16. Assignment
Neither party to this Agreement shall assign any right or obligation hereunder in
whole or in part, without the prior written consent of the other party hereto. No
assignment or transfer of any interest under this Agreement shall be deemed to
release the assignor from any liability or obligation under this Agreement, or to
cause any such liability or obligation to be reduced to a secondary liability or
obligation.
17. Nondiscrimination
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements
on the grounds of race, color, creed, religion, national origin, sex, age, or where
there is the presence of any sensory, mental or physical handicap.
18. Amendment, Modification or Waiver
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the
party or parties to be bound, or such party's or parties' duly authorized
representative(s) and specifying with particularity the nature and extent of such
amendment, modification or waiver. Any waiver by any party of any default of the
other party shall not affect or impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
19. Termination and Suspension
Either party may terminate this Agreement upon 30-day written notice to the other
party if that party fails to perform in accordance with the terms of this Agreement
and through no fault of the party terminating the Agreement.
The non-performing party has 30 days from the date of the written notice to cure
the nonperformance to the reasonable satisfaction of the other party.
If the terminating party is reasonably unsatisfied that the nonperformance has been
cured at the end of the 30-day period, that party may immediately terminate the
agreement by a second written notice to the nonperforming party.
20. Parties in Interest
This Agreement shall be binding upon, and the benefits and obligations provided
for herein shall inure to and bind, the parties hereto and their respective
successors and assigns, provided that this section shall not be deemed to permit
any transfer or assignment otherwise prohibited by this Agreement. This
Agreement is for the exclusive benefit of the parties hereto and it does not create a
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contractual relationship with or exist for the benefit of any third party, including
contractors, sub-contractors and their sureties.
21. Costs to Prevailing Party
In the event of such litigation or other legal action, to enforce any rights,
responsibilities or obligations under this Agreement, the prevailing parties shall be
entitled to receive its reasonable costs and attorney's fees.
22. Applicable Law
This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for
any action hereunder shall be in of the county in Washington State in which the
property or project is located, and if not site specific, then in King County,
Washington; provided, however, that it is agreed and understood that any
applicable statute of limitation shall commence no later than the substantial
completion by the Provider of the services.
23. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or
sections to which they apply. As used herein, where appropriate, the singular shall
include the plural and vice versa and masculine, feminine and neuter expressions
shall be interchangeable. Interpretation or construction of this Agreement shall not
be affected by any determination as to who is the drafter of this Agreement, this
Agreement having been drafted by mutual agreement of the parties.
24. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision
hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
25. Entire Agreement
This Agreement contains the entire understanding of the parties hereto in respect
to the transactions contemplated hereby and supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
26. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be
one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
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CITY OF AUBURN thyssenkrupp Elevator Corporation
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Na cy Bac ayor Signature
Name: Tara Whitford
Title: Branch Manager
Federal Tax ID No: 62-1211267
Approved as to form:
Signature:
Name:
C{ - Title:
Kendra Comeau, City Attorney
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Gold Service Agreement thyssenkrupp
EXHIBIT A
AUBURN CITY HALL June 30, 2020
Purchaser: City Of Auburn Location: AUBURN CITY HALL
Address: 25 W Main St Address: 25 W Main St
Auburn,WA 98001-4916 Auburn, WA 98001-4916
thyssenkrupp Elevator Corporation ("thyssenkrupp Elevator Corporation," "thyssenkrupp Elevator,"
"thyssenkrupp," "we,""us,"and"our"), agrees with Purchaser("Purchaser," "you," and "your"), to
maintain the equipment described below in accordance with the terms and conditions of this agreement
("the Agreement")with the goal of maximizing its performance, safety, and life span. thyssenkrupp Elevator
and Purchaser may hereinafter be referred to individually as a "Party"or collectively as the "Parties."
Equipment to be Maintained
This Agreement covers the units described in the table below(individually a "Unit" or collectively the "Units").
Equipment Type Nickname Legal ID OEM Serial# Stops Controller Manufacturer
Hydraulic ELE#1 17528PH B2111-01 3 Schindler
Hydraulic ELE#2 17529PH B2112-02 3 Schindler
Hydraulic ONLY 3225PH E52286 4 Dover
Please refer to the exhibit entitled"Equipment to be Maintained"for the address of each Unit listed in the table above.
Scope of Work
Service Visits
thyssenkrupp Elevator will visit the Units described above to examine, maintain, adjust and lubricate the equipment covered by this
Agreement as necessary to promote the proper operation of those Units and will repair or replace any covered components if the
repair or replacement is, in thyssenkrupp's sole opinion, necessitated by normal wear and tear or is not otherwise excluded by this
Agreement("Service Visits").These Service Visits will be performed Monday to Friday, 8:00 AM to 4:30 PM except during scheduled
holidays ("Regular Time").All work performed before or after Regular Time shall be considered overtime ("Overtime").
The site location(s) covered in this Agreement will be the subject of a minimum of 4 Service Visits per year.
thyssenkrupp Elevator will examine covered parts and components of the Unit(s) including:
• Control and landing positioning systems
• Signal fixtures
• Machines, Drives, Power units, pumps, valves, and above-ground jacks
• Car and hoistway door operating devices and door protection equipment
• Loadweighers
• Safety mechanisms
In order to ensure optimum operation, thyssenkrupp Elevator will also:
• Lubricate covered parts and components for smooth and efficient performance
• Adjust covered parts and components to promote safe operation
Service Visits Include thyssenkrupp Elevator's Maintenance Control Program
Gold Service Agreement thyssenkrupp
thyssenkrupp Elevator performs all work covered by this Agreement in accordance with the version of ASME A17.1 that is, according
to the relevant authority having jurisdiction, applicable to the Unit(s) at the time the Agreement is first fully executed by both
Parties. Section 8.6 of that code currently requires Unit owners to have a Maintenance Control Program ("MCP").thyssenkrupp
Elevator's MCP meets or exceeds section 8.6 of that code. Our MCP incorporates thyssenkrupp Elevator's Basic Elevator and
Escalator Procedures Manual listing the processes we follow when performing those maintenance, repair, replacement and testing
services that are specifically described as included in this Agreement. Our MCP also includes thyssenkrupp Elevator's Maintenance
Tasks&Records documentation to record the performance of those tasks.This Agreement does not include any work mandated as a
consequence of changes to that code after this Agreement is executed.
Service Requests
This Agreement also includes the dispatch of our technician to address minor adjustments to, and the release of any entrapped
passengers from, a Unit during Regular Time ("Service Requests"). Service Requests may be made from one or more of the
following: you or your representative,the building or building's representative, emergency personnel, and/or passengers through the
Unit's communication device and/or from any applicable remote monitoring device attached to the Unit if monitored by thyssenkrupp
Elevator.
We will respond to Service Requests during Regular Time, as defined above, at no additional charge.
Overtime Service Requests are those Service Requests performed in whole or in part before or after Regular Time ("Overtime Service
Requests"). On all Overtime Service Requests, you will be responsible for all labor costs including travel time,travel expenses, and
time spent on the job. Such costs will be invoiced at our standard Overtime billing rates.
Testing
Equipment Testing
This agreement includes only the following tests:
-those annual safety tests for your hydraulic Units covered by this Agreement
Should your Unit(s) require any additional type of equipment testing as required by any applicable law and/or code,we will provide
you with a separate written estimate that includes the cost of any associated labor and/or material(s).
Should your Unit(s) require any safety tests as mandated by any applicable law and/or code on the commencement date of this
Agreement, thyssenkrupp Elevator assumes no responsibility for the day-to-day operation of the governor or safeties on applicable
traction elevators, or the hydraulic system on applicable hydraulic elevators under the terms of this Agreement until the test has been
completed and the Unit has passed. Should the respective Unit fail any of those tests, it shall be solely your responsibility to make
necessary repairs and place the Units in a condition that we deem acceptable for further coverage under the terms of this Agreement.
Because the performance of any safety test places the Unit under extreme conditions that are outside of the Unit's normal operating
parameters,you agree that thyssenkrupp Elevator shall not be liable for any damage to the building structure or the Unit(s) resulting
from the performance of any safety tests we perform at any time under this Agreement.
Should your jurisdiction require the presence of either the applicable authority having jurisdiction or a third party witness at the time of
testing, you agree to pay for any costs of that individual along with any inspection/coordination fees.
Firefighters' Service Testing
Should your Unit(s) be equipped with a phase I and phase II firefighters'service feature, all testing, record-keeping and record storage
obligations associated with that feature that are required by any applicable law or code are expressly excluded from this Agreement
and shall remain solely your responsibility to satisfy. The first time that your testing of that feature following the full execution of this
Agreement reveals that it is not operating properly, you shall immediately remove the Unit from operation, immediately notify
thyssenkrupp Elevator of the condition, and agree to remain responsible for all costs associated with any repairs necessary to return
that feature to full and proper operation in accordance with any applicable law or code.
Exclusions
Service Visits, Service Requests, and Overtime Service Requests do not include:the removal or retrieval of items unrelated to the
operation of the Unit(s)from the pit, machine room, or hoistway;the dispatching of any technician that results in the discovery by that
Gold Service Agreement thyssenkrupp
technician that the Unit is either functioning on independent service or firefighters' service or that the Unit is operating properly but the
stop button or stop function has been engaged by others; any request or obligation to address any condition associated with a part or
component specifically excluded or not covered elsewhere in this Agreement; and/or any request or obligation to service, repair,
replace any components or address any condition caused in whole or in part by any one or more of the following: anyone's abuse,
misuse and/or vandalism of the equipment; anyone's negligence in connection with the use or operation of the equipment; dust or
debris; any loss of power, power fluctuations, power failure, or power surges that in any way affect the operation of the equipment;
oxidization, rust, or other conditions caused in whole or in part by the environment in which the affected component is located; fire,
smoke, explosions, water, storms, wind, and/or lightning; any acts of God; acts of civil or military authorities, strikes, lockouts, other
labor disputes, riot, civil commotion,war, malicious mischief, or theft; or any other reason or cause beyond our control that affects the
use or operation of the Unit("Billable Work"). On all Billable Work you will be solely responsible for the cost of all parts or materials
along with all labor invoiced at thyssenkrupp Elevator's standard billing rates(whether Regular Time or Overtime depending on when
the Billable Work is performed) including travel time (calculated roundtrip from the dispatching location to the Unit location and return),
travel expenses, and time spent on the job.
In addition to the Billable Work described above, we also do not cover(A)the examination, maintenance, adjustment, refinishing,
repair or replacement of the following components and/or systems: any cosmetic, construction, or ancillary components of the
elevator or escalator system, including the cab enclosure, ceiling frames, panels, and/or fixtures, hoistway door panels, door frames,
swing door hinges and closing devices, sills, car flooring, floor covering, lighting fixtures, ceiling light bulbs and tubes, balustrades,
and wellway enclosures; any electrical components including main line power switches, breaker(s) or feeders to controller; sealed
machine bearings; any below-ground or partially unexposed components of any hydraulic elevator system including, but not limited
to,jack/cylinder, piston, PVC and/or other protective material of any type or kind; any below-ground or partially unexposed piping of
any type or kind; any signage of any type or kind including but not limited to, signs, placards, and/or braille; any fire-suppression or
fire-detection equipment of any type or kind including, but not limited to, smoke detectors,fire sensors, and/or sprinklers and
associated piping; any communication, security, entertainment, and/or advertising devices including, but not limited to, kiosks or
touchscreen displays and/or card readers; any batteries for emergency lighting and emergency lowering; or any environmental control
devices including, but not limited to, air conditioners, heaters, ventilation fans, humidifiers, de-humidifiers, and/or pit or sump pumps;
or(B)the repair, refurbishing, rebuilding, and/or replacement of any motor generators; or(C)the replacement or alignment of elevator
guide rails; or(D) any other items or tasks specifically excluded elsewhere in this Agreement.
With the passage of time, equipment technology and designs will change. If(1) any part or component of your equipment covered
under this Agreement cannot, in thyssenkrupp's sole opinion, be safely repaired and (2) a brand new direct replacement is no longer
in stock and readily available from the Original Equipment Manufacturer ("OEM"), that part or component shall be considered
obsolete, regardless of whether it can be custom-made,fabricated or acquired at any price or whether or not a refurbished or
reconditioned version is available from anyone. You will be responsible for all charges associated with replacing that obsolete part
or component as well as all charges required to ensure that the remainder of the equipment associated with that Unit is
functionally compatible with that replacement part or component
In addition,we will not be required to make any changes or recommendations in the existing design or function of the Unit(s) nor will
we be obligated to install new attachments or parts upon the equipment as recommended or directed by insurance companies,
governmental agencies or authorities, or any other third party.
Digital Customer Experience
MAX-Digital Maintenance
MAX is a cloud-based Internet of Things ("IOT") platform that we, at our election, may connect to your Unit(s) by installing a remote-
monitoring device (a "Device"). Purchaser consents and authorizes thyssenkrupp Elevator to(1) access Purchaser's premises to
install a Device to the Unit(s) and thereafter maintain and/or repair the Device(s) and (2)to collect, store, maintain, own, use, delete,
and/or destroy any or all of the data generated by the Device(s). Any Device, once installed, is not intended, nor should it be
considered, as a fixture. Instead, thyssenkrupp Elevator shall retain the right to remove the Device from any Unit(s)and/or cease any
data collection and/or analysis at any time at its sole discretion. Moreover, thyssenkrupp Elevator shall retain the exclusive right and
ability to, at its sole discretion, remove, delete and/or destroy all associated data generated from the Device(s). Because the Device
contains trade secrets belonging to thyssenkrupp Elevator and is being installed for the sole use and benefit of our personnel,
Purchaser agrees not to permit Purchaser's own personnel or any third parties to use, access, tamper with, relocate, copy, alter,
destroy, disassemble or reverse engineer the Device or its data. The installation of any Device on a Unit shall not confer any rights or
. i
Gold Service Agreement thyssenkrupp
operate as an assignment or license to you of any patents, copyrights or trade secrets with respect to the Device and/or any software
contained or embedded therein or that it utilizes/utilized in connection with the collection, monitoring and/or analysis of data.
With a MAX device connected to your equipment, at no additional charge, information obtained via machine learning may be sent to
our technicians to promote early diagnosis,faster fixes and reduced downtime.
Customer Web Portal and Mobile App
thyssenkrupp Elevator provides a web-based customer portal(the "CP")and mobile application (the "App")which, following the
effective date of this Agreement, may contain certain maintenance and service call data associated with the Unit(s). To the extent
applicable,thyssenkrupp Elevator will provide Purchaser with a user name and password to access the CP and App platforms.
Purchaser shall, at its sole cost, provide and ensure the functioning integrity of its own hardware, software and internet connection
necessary to access the CP and App. To the extent applicable,thyssenkrupp Elevator reserves the right to restrict Purchaser's access
to the CP and App if any of Purchaser's accounts with thyssenkrupp Elevator has an outstanding unpaid balance greater than 30 days
or in the event of anticipated or pending litigation of any kind. thyssenkrupp Elevator reserves the right to discontinue the CP and App
altogether at its sole discretion and without notice to Purchaser and Purchaser expressly agrees to release thyssenkrupp Elevator from
any and all claims of any type or kind arising out of or related to that discontinuation.
thyssenkrupp Communications®
thyssenkrupp Communications is thyssenkrupp Elevator's 24-hour telephone monitoring and emergency call service. Our
representatives are trained to handle elevator calls and they can assess the situation and quickly dispatch a technician when
necessary. If needed,they can stay on the line to reassure a stranded passenger that help is on the way.thyssenkrupp
Communications maintains digital recordings and computerized records of the time, date, and location of calls received and action
taken for the benefit of passengers and building owners. This Agreement includes thyssenkrupp Communications and expressly
incorporates all of the terms and conditions as set forth in the attached exhibit titled"thyssenkrupp Communications."As a condition
precedent to thyssenkrupp Elevator providing any thyssenkrupp Communications services you must ensure that thyssenkrupp
Elevator has, at all times, current and complete contact information as requested in the attached exhibit titled"thyssenkrupp
Communications."
Price
The price for the services as stated in this Agreement shall be$720.00 per month, excluding taxes, payable quarterly in advance.The
billed amount may vary based on discounts as accepted by Purchaser's initials below and adjustments referenced in this Agreement
that are applied throughout the life of the Agreement.
Available Discounts
Payment Plan Contract Term
Billing Discount% Monthly Initial to Select Extended Term Discount% Monthly Initial to Select
Frequency Discount$ (Years) Discount$
Annual 4% $28.8 Seven (7) 2% $14.4
Semi Annual 2% $14.4 Ten (10) 4% $28.8
Quarterly No Change $0 NOP*tlit+for Fifteen (15) 8% $57.6
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Gold Service Agreement thyssenkrupp
Purchaser's Responsibilities
You agree to instruct or warn passengers in the proper use of the Unit(s) and to keep them under continued surveillance by competent
personnel to detect irregularities between our examinations. You agree to immediately report any condition that may indicate the need
for correction before the next regular examination. You agree to immediately shut down the Unit(s) upon manifestation of any
irregularities in either the operation or the appearance of the Unit(s),to immediately notify us, and to keep the Unit(s) shut down until
the completion of any repairs. Under those circumstances you agree not to re-set the mainline disconnect. In the event of a Service
Request where our technician finds that the mainline disconnect has been reset, you agree that you will be responsible for all labor
costs associated with that Service Request invoiced at thyssenkrupp Elevator's standard billing rates (whether Regular Time or
Overtime depending on when we respond to that Service Request) including travel time(calculated roundtrip from the dispatching
location to the Unit location and return), travel expenses, and time spent on the job. You agree to give us immediate verbal notice and
written notice within ten (10) days after any occurrence or accident in or about the Unit(s). You agree to provide our personnel with a
safe place to work.You agree to provide a suitable machine room, including secured doors, waterproofing, lighting,ventilation, and
appropriate air temperature control to maintain that room ata temperature between 50°F and 90°F. You agree to provide properly
maintained and functioning mainline disconnect(s). You agree to maintain the elevator pit in a dry condition at all times. Should water
or other liquids become present, you are responsible for the cost associated with the removal and the proper handling of such liquids.
You agree that if thyssenkrupp Elevator's inspection of a Unit serviced under this Agreement reveals an operational problem which, in
thyssenkrupp Elevator's sole judgment,jeopardizes the safety of the riding public, thyssenkrupp Elevator may shut down the Unit until
such time as the operational problem is resolved. In that event, thyssenkrupp Elevator will immediately advise you in writing of such
action,the reason for such action, and whether any proposed solution is covered by the terms of this Agreement.
thyssenkrupp Elevator assumes no responsibility for any part of the Unit(s) except that upon which work has been performed under
this Agreement. No work, service, examination or liability on the part of thyssenkrupp Elevator other than that specifically mentioned
herein is included or intended. It is agreed that thyssenkrupp Elevator does not assume possession or control of any part of the
Unit(s)and that such remains Purchaser's exclusively as owner, lessor, lessee, possessor, or manager thereof.
We reserve the right to discontinue work in the building whenever, in our sole opinion, our personnel do not have a safe place to work.
For safety reasons, you agree not to permit others to make alterations, additions, adjustments, or repairs or replace any component or
part of the Unit(s)during the term of this Agreement. You agree to accept our judgment as to the means and methods employed by us
for any corrective work under this Agreement.
Upon the commencement of this Agreement and as a condition of thyssenkrupp Elevator's performance of its obligations, Purchaser
shall provide any wiring diagrams, manuals, special tools, monitoring devices, software, hardware or any other items designed to
work with, diagnose, service, or repair the Unit(s) (1)as originally supplied by the OEM with the installation or(2) solely available to
Purchaser from the OEM.
Some equipment covered by this Agreement may be encoded with serialized onboard diagnostics or other closely held diagnostic
intelligence. In the event that the cause of a shutdown or other equipment issue cannot be diagnosed and/or resolved without
enlisting the OEM's assistance, Purchaser agrees to obtain the assistance of the OEM and thyssenkrupp Elevator agrees to reimburse
you for that expense, provided that it does not exceed the total monthly service fee divided by the number of Units covered under this
Agreement. Any fees in excess of that figure shall be exclusively the Purchaser's responsibility.
Schindler 321A Miconic(Hydraulic) or 330A(Hydraulic)
This Agreement specifically excludes any obligation on the part of thyssenkrupp to test, maintain, or replace any Schindler Elevator
inverted,twin post,telescopic jacks. Any required repair or replacement of those components will instead be the subject of a separate
written proposal to Purchaser at an additional cost.
Equipment to be Maintained
Building Name Address Equipment Type Nickname Legal ID OEM Serial Stops
AUBURN MUNICIPAL BLDG 340 E Main St Hydraulic ELE#1 17528PH B2111-01 3
AUBURN MUNICIPAL BLDG 340 E Main St Hydraulic ELE#2 17529PH B2112-02 3
AUBURN CITY HALL 25 W Main St Hydraulic ONLY 3225PH E52286 4
A' 1
Gold Service Agreement thyssenkrupp
thyssenkrupp Communications®
Through its centralized thyssenkrupp Communications call center,thyssenkrupp Elevator will provide 7 days per week, 24 hours per
day, 365 days per year dispatching service for calls placed by Purchaser outside of Regular Time to the local thyssenkrupp Elevator
branch office and telephone monitoring on all elevator(s) maintained under this Agreement that have operational telephone equipment
capable of placing a call to that call center. Depending on the nature of the call and circumstances,thyssenkrupp Elevator's operators
can call one or more of the following: Purchaser's Designated Contacts set forth below; Local Emergency Services at phone numbers
provided by Purchaser below; and/or a local thyssenkrupp Elevator service technician to be dispatched to the location of the
equipment. Calls cannot be placed to "9-1-1" as the centralized thyssenkrupp Communications call center does not have dialing
access to local "9-1-1" numbers.
This Agreement specifically excludes any maintenance, repair or replacement of any type or kind of the Purchaser's telephone or other
communication equipment.The Purchaser retains exclusive possession and control of its telephone and other communication
equipment and is solely responsible for ensuring uninterrupted operation of that equipment so that it is continuously capable of
placing a call to thyssenkrupp Communication's call center.
Total number of elevators: 3
Building Name Address Equipment Type Nickname Elevator Telephone#
AUBURN MUNICIPAL BLDG 340 E Main St Hydraulic ELE#1
AUBURN MUNICIPAL BLDG 340 E Main St Hydraulic ELE#2
AUBURN CITY HALL 25 W Main St Hydraulic ONLY
thyssenkrupp Communications Contact Information-To Be Completed by Purchaser
Purchaser hereby acknowledges that as a condition precedent to thyssenkrupp Elevator's placement of calls to Purchaser's
Designated Contacts and any Local Emergency Services under this Agreement, Purchaser must first complete all sections of the
thyssenkrupp communications Contact Information section below. Purchaser further acknowledges that it is Purchaser's sole
responsibility to advise thyssenkrupp Elevator immediately in writing of any changes to the information contained in this exhibit during
the term of this Agreement. Purchaser acknowledges that no revision to that information will be made without thyssenkrupp Elevator
first receiving such request in writing from Purchaser's authorized representative.
Under those circumstances where thyssenkrupp Elevator is unable to reach Purchaser's Designated Contacts, Purchaser hereby gives
thyssenkrupp Elevator express permission to dispatch a thyssenkrupp Elevator service technician to the location of the equipment at
Purchaser's expense in accordance with thyssenkrupp Elevator's applicable billing rates. Purchaser further agrees that thyssenkrupp
Elevator does not assume any duty or responsibility to advise any caller, regardless of his or her location within or outside the elevator,
to take or not take any specific action resulting from a medical or other emergency or any other situation including, but not limited to,
entrapment of persons, evacuation, repair or return to service of any equipment.
In the event of an emergency, or perceived emergency, one or more of the following are to be Purchaser's Designated Contacts:
Contact Name Title Primary Telephone# Secondary Telephone#
Lisa Moore Facilities Manager 253-876-1956
2020-2-903793 I ACIA-1QA5LJO I SCV1200610 I June 30, 2020