HomeMy WebLinkAboutExhibit2Schindler Plus
SCHINDLER ELEVATOR CORPORATION
13800 NW 2nd Street
Suite 140
Sunrise, FL 33325-6232
Phone: 954-626-5572
Fax: 954-626-5599
Date: August 17, 2007 Estimate Number: CMSA-75PH63 (2007.3)
To:
City Of Miami
444 Sw 2Nd Ave
Miami, FL 33130-1910
Attn: Glenn Marcos
EQUIPMENT DESCRIPTION
Building Name:
City Of Miami Riverside Center
Qty Manufacturer Equipment Application Description
Rise/Length
Openings Capacity Speed Install#
City Of Miami Riverside Center
444 Sw 2nd Ave Miami, FL 33130-1910
4 Schindler Geared Passenger Epoch II VA Controller 1OF/OR 3500 350
1 Schindler Geared Service Epoch II VA Controller 10F/OR 4500 350
2 Schindler Geared Passenger Epoch II VA Controller 9F/OR 3500 350
SCHINDLER ELEVATOR CORPORATION ("Schindler", "we", "us") 13800 NW 2nd Street
Suite 140, Sunrise, FL 33325-6232, and CITY OF MIAMI, 444 Sw 2Nd Ave, Miami, FL 33130-1910 ("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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TRACTION ELEVATORS Schindler
Basic components: Selector motors; brake: pads, lining, disks or shoes, magnet coils, brushes &
commutators; controller components: resistors, timers, fuses, overloads, minor contacts, wiring, coils;
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, overspeed governors, car and counterweight safeties, alarm
bells, switches, and door protection devices.
Major components: Hoist motors, hoist ropes, machine, machine & sheave bearings, machine brake,
motor generators, PC boards, sheave & sheave assemblies, solid state devices, compensation ropes
and chains, and contactors.
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
Geared No Load Annually
Geared Full Load Every 5 years
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.
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Schindler
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.
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 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 any correction or adjustment that requires more than one technician or more
than two hours to complete.
TERM
This Agreement commences on November 01, 2007, and continues until October 31, 2012, 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 $3,250.00 per month,
payable in quarterly installments of $9,750.00, 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.
SPECIAL TERMS AND PRICING
Annual contract price adjustments are capped at 5%.
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Schindler
We will perform safety tests for traction elevators covered by this agreement, we will perform an annual no load,
low speed test of car and counterweight safeties, test buffers as required by A.S.M.E A-17.1 code or local code
in effect as of the initial start date of this agreement. Our testing responsibilities do not include: fees or charges
imposed by local authorities in conjunction with inspecting, licensing or testing the equipment, monthly local
code testing requirements for firefighters service which remain your responsibility to perform and keep records
of such tests, any other testing requirements imposed or enacted after the initial start date of this agreement,
and hiring a qualified elevator inspector to witness testing.
The interest penalty of 1.5% located under Terms and Conditions item number 7 on page 6 and where it is
located under Price on page 3 shall be amended to 1 %.
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.
Proposed: Accepted:
By: Chris McShea
For: Schindler Elevator Corporation
Title: Sales Representative
Date: August 17, 2007
Approved:
9 +
By: George Amthnr
Title:
7s�_
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By:
For: City Of Miami
Title:
Date:
TERMS AND CONDITIONS
Schindler
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 / or warnings relating to the
equipment.
3. We will not be liable for 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 or workmen, 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 act on the
part of either party's suppliers 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 performance or completion of the work shall be extended 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 for 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 our 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 11/2% 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,
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 attorneys' fees
and costs.
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9. Any proprietary material, information, data or devices contained in the equipment or work providedSehind ler
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,
Products/Completed Ops Aggregate $5,000,000.
(c) Auto Liability - $5,000,000 CSL.
(d) Employer's Liability - $5,000,000 Each Accident/Employee/Policy Limit.
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