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HomeMy WebLinkAboutReso 2024-3716RESOLUTION NO. 2024- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH SCHINDLER ELEVATOR CORPORATION, FOR THE REPLACEMENT OF THE ELEVATORS LOCATED AT THE PEDESTRIAN OVERPASS BRIDGE AT GATEWAY PARK, IN AN AMOUNT NOT TO EXCEED EIGHT HUNDRED SEVENTEEN THOUSAND THREE HUNDRED NINETEEN DOLLARS AND EIGHTY CENTS ($817,319.80), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, August 15, 2024, via Resolution No. 2024-3694, the City Commission of the City of Sunny Isles Beach (the "City") authorized the City Manage to negotiate and execute an Agreement with Schindler Elevator Corporation (the "Contractor") to replace the elevators located at the pedestrian overpass bridge at Gateway Park (the "Original Services"); and WHEREAS, the City Commission requested for the elevators to be equipped with glass doors (the "Additional Services"), which were not part of the original design; and WHEREAS, the Contractor provided with the City with a quote for the Additional Services; and WHEREAS, the City will utilize the pricing and terms under Sourcewell Contract #080420- SCH, with 10% discount applied; and WHEREAS, pursuant to section 62-13(I) of the City's Code of Ordinances, purchases made through intergovernmental cooperative purchasing arrangements or purchasing consortiums organized as a corporation not for profit whose members are governmental entities, provided that such cooperative purchasing arrangements or consortiums provide for a competitive process to select a vendor arte exempt from the City's competitive bidding requirements; and WHEREAS, the Contractor is willing and able to provide the City with the Original Services and Additional Services pursuant to the pricing and terms and conditions; and WHEREAS, the City Commission wishes to approve an Agreement with the Contractor to provide the Original Services and Additional Services, in an amount not to exceed Eight Hundred Seventeen Thousand Three Hundred Nineteen Dollars and Eighty Cents ($817,319.80), which includes a contingency in the amount of Seventy -Four Thousand Three Hundred One Dollars and Eighty Cents ($74,301.80), attached here to as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The City Commission hereby approves an Agreement with Schindler Elevator Corporation to replace the elevators located at the pedestrian overpass @BCL@1C0BDF8F.docx Page 1 of 2 253 bridge at Gateway Park, in an amount not to exceed Eight Hundred Seventeen Thousand Three Hundred Nineteen Dollars and Eighty Cents ($817,319.80), which includes a contingency in the amount of Seventy -Four Thousand Three Hundred One Dollars and Eighty Cents ($74,301.80), attached here to as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 19th day of September, Larisa Svec�hin, Mayor APPR ATTESTAS TO FORM A: A / I AND LOEGAL SUFFICIENCY: 1. Mauri io Betanur, CMC, City Clerk Alain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Moved by: ��j�Ss/® -�J✓✓ �f� Seconded by:&W—Z.5 Vote: Mayor Svechin Yes) (No) Vice Mayor Lama Yes) (No) Commissioner Joseph (Yes) (No) Commissioner StuyvesantYes) (No) Commissioner Viscarra Yes) (No) @BCL@1COBDFBF.docx Page 2 of 2 254 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 SUNNY IS u n x AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH ' AND SCHINDLER ELEVATOR CORPORATION F'DDFLOP\ o4E CONTRACT NO. 2024-3814 THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate, this 13 day of December, 2024, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and SCHINDLER ELEVATOR CORPORATION, a foreign corporation authorized to do business in the State of Florida whose Federal I.D. No. is 34-1270056 (hereinafter referred to as "Contractor"). RECITALS WHEREAS, the City of,Sunny Isles Beach is in need of Contractor to modernize and install a new elevator system at the Gateway Park Pedestrian Bridge, as more particularly described in the Contract Documents, as defined herein ("Services"); and WHEREAS, Contractor is a certified and insured entity with the necessary experience to provide the desired Services; and WHEREAS, Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities, which issued Request for Proposal ("RFP") No. 050224, entitled "Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies," and awarded an agreement to Contractor beginning June 24, 2024 and terminating on June 25, 2028, with the option to renew for three additional one-year terms; and WHEREAS, the City desires to enter into an agreement with Contractor, using Sourcewell's bid and resulting contract, to provide the Services, and more particularly, Contractor's proposal, set forth in Attachment "A," which appended hereto and made part hereof, subject to the terms and conditions contained in this Agreement; and WHEREAS, pursuant to the City's procurement code, Section 62-13(I), purchases made through intergovernmental cooperative purchasing arrangements or purchasing consortiums organized as a corporation not for profit whose members are governmental entities, provided that such cooperative purchasing arrangements or consortiums provide for a competitive process to select a vendor are exempt from the City's bidding procedures; and WHEREAS, the City wishes to contract with Contractor to provide the desired Services, as more particularly described in the Contract Documents, for Seven Hundred Forty -Three Thousand Eighteen Dollars and No Cents ($743,018.00), plus Seventy -Four Thousand Three Hundred One Dollars and Eighty Cents ($74,301.80) for contingency, if necessary, resulting in a total not -to -exceed amount of Eight Hundred Seventeen Thousand Three Hundred Nineteen Dollars and Eighty Cents ($817,319.80); NOW THEREFORE, in consideration of the promises and the mutual covenants set forth herein, the Parties agree as follows: SCHINDLER ELEVATOR CORPORATION Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax TERMS 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. THE CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, as well as the terms and conditions of RFP No. 050224, entitled "Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies," and the resulting contract, which are specifically incorporated herein and made a part hereof as Attachment "A," as well as the Contractor's proposal, appended hereto as Attachment `B," and Contractor's Schedule of Values, appended hereto as Attachment C (hereinafter referred to collectively as "Contract Documents"). In the event of any conflict between or among the contract documents or any ambiguity or missing specifications or instruction, the following priority is established: A. First, this Agreement Between the City of Sunny Isles Beach and Schindler Elevator Corporation — Contract No. 2024-3814. B. Second, the terms and conditions of RFP No. 050224, entitled "Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies," C. Third, Contractor's Proposal D. Fourth, Contractor's Schedule of Values. 3. SERVICES. Contractor shall provide the Services pursuant to the Contract Documents. The Services shall include furnishing all labor, equipment, and materials necessary to modernize and install a new elevator system at the Gateway Park Pedestrian Bridge, as more particularly described in the Contract Documents. The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to furnish all labor and material in a good and workmanlike and professional manner to perform the Services. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement and shall report to the City accordingly. Contractor agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, improvements, or persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. In the event that the Contractor fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Contractor agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. Contractor shall perform work between the hours 7:00 AM and 6:30 PM Monday through Thursday and 7:00 AM — 5:00 PM on Fridays. Work may only be performed on weekends with the permission, or as restricted by, City in its regulatory capacity. 4. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall be for a period of fifty-one (5 1) weeks, commencing upon the issuance of a written Notice to Proceed by the City. SCHINDLER ELEVATOR CORPORATION Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Payment will be made only for work completed to the reasonable satisfaction of the City. Contractor is to commence performance of work from the date specified in the Notice to Proceed and continue in a diligent manner until completion of the Services. Contractor acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of Section 14, entitled "Indemnification and Waiver of Liability," Section 23, entitled "Compliance with Law," Section 10, entitled Warranty of Services, and Section 11, entitled "Defective Work," shall survive termination of this Agreement. 5. COMPENSATION. During the term of this Agreement, the City shall pay Contractor for Services performed under this Agreement the amount of Seven Hundred Forty -Three Thousand Eighteen Dollars and No Cents ($743,018.00), plus Seventy -Four Thousand Three Hundred One Dollars and Eighty Cents ($74,301.80) for contingency, if necessary, resulting in a total not -to - exceed amount of Eight Hundred Seventeen Thousand Three Hundred Nineteen Dollars and Eighty Cents ($817,319.80). Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with the Contract Documents, under the following conditions: A. Disbursements. There are no reimbursable expenses associated with this contract except for expenses approved by the City Manager. B. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. Payment will be made by the City in accordance with the Schedule of Values appended hereto as Attachment C. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. C. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. If the City should not appropriate or otherwise make available funds sufficient to purchase the Services procured pursuant to this Agreement, the City may unilaterally terminate any and all contractual or other obligations herein without any further liability or penalty upon twenty (20) days' notice to Contractor. Notwithstanding anything to the contrary in the Agreement or the other contract documents, payment to the City by any other source will not be a condition precedent to payment to Contractor of any amounts due hereunder. D. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or SCHINDLER ELEVATOR CORPORATION Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 6. LIQUIDATED DAMAGES. Failure to complete all the work within the time specified in Section 4, entitled Term, including any extension granted in writing by the City, shall obligate the Contractor to pay the City, as liquidated damages and not as a penalty, a minimum amount equal to One Thousand Dollars and No Cents ($1000.00) for each calendar day of delay in the completion of all the work. The liquidated damages will be defined per project. If any liquidated damages are unpaid by the Contractor, the City shall be entitled to deduct these unpaid liquidated damages from the monies due the Contractor. Notwithstanding anything in this paragraph or in the Agreement or other Contract Documents, any liquidated damages, performance penalties or fines in this Agreement shall not be assessed against Contractor in excess of 5% of the modernization contract price. 7. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 8. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage, and liabilities caused by Contractor, its agents or employees, as indicated below: A. Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability with minimum limits of Two Million Dollars ($2,000,000) per occurrence. B. Worker's Compensation and employer's liability coverage, as required pursuant to Florida law. C. Business Automobile Liability which shall include coverage for all owned, non - owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000) per occurrence, One Million Dollars ($1,000,000) per accident for bodily injury and Five Hundred Thousand Dollars ($500,000) per accident for property damage. D. Umbrella/Excess Liability Policy at a minimum of $2,000,000. SCH NDLER ELEVATOR CORPORATION Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax The Commercial General Liability, Automobile and Umbrella policies must include the City of Sunny Isles Beach as Additional Insured, be based on a Primary /Non -Contributory basis, and include a Waiver of Subrogation on behalf of the City of Sunny Isles Beach. Workers' Compensation must include a Waiver of Subrogation on behalf of the City of Sunny Isles Beach. Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A -Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub- contractors providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 9. PUBLIC CONSTRUCTION BOND. The Contractor shall furnish a Public Construction Bond to the City in an amount not less than one hundred percent (100%) of the Contract Price. The bond furnished by the Contractor shall incorporate by reference the terms of the Contract as fully as though they were set forth verbatim in such bonds. In the event the Price is adjusted by Change Order executed by the Contractor, the penal sum of the bond shall be deemed increased by like amount. The bond furnished by the Contractor shall be in form required by the City and in conformity with Section 255,05, Florida Statutes, shall be recorded in the Public Records of Miami -Dade County before construction commences, and shall be executed by a surety, or sureties, reasonably suitable to the City. 10. WARRANTY OF GOODS & SERVICES. 10.1 Contractor warrants that the work supplied hereunder will comply with the specifications and that there will be no defects in materials and workmanship for one year after completion of the work or acceptance thereof by beneficial use, whichever is earlier. The equipment furnished and installed under this Agreement requires maintenance service, such as periodic examinations, lubrication and adjustment by competent mechanics, specially trained to service said equipment. Contractor's guarantee is not intended to take the place of this normal servicing of the equipment, and it is not to be construed that Contractor will provide maintenance service of this type, without charge, except as may be provided in Contractor's contract, or that Contractor will correct, without charge, breakage, SCHINDLER ELEVATOR CORPORATION 5 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax maladjustment or other issues arising out of maintenance provided by others. Contractor's sole duty under the warranty is to correct the nonconformance or defect at Contractor's expense within a reasonable time after the receipt of notice. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. This warranty shall be in addition to whatever rights the City may have under state or federal law. 10.2 Contractor warrants to the City that all materials and equipment furnished under this Agreement will be new unless otherwise specified and will be of good quality, free from faults and defects and in conformance with the Agreement. All equipment and materials not conforming to these requirements, including substitutions not properly approved and authorized, may be considered. defective. If required by City or its designee, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by any other provisions within this Agreement. 10.3 Contractor shall provide to the City or its designee all manufacturers' warranties. All warranties, expressed and/or implied, shall be given to the City for all material and equipment covered by this Agreement. All material and equipment furnished shall be fully guaranteed by the Contractor against factory defects and workmanship. At no expense to the City, the Contractor shall correct any and all apparent and latent defects that are required under state or federal law. 11. DEFECTIVE WORK. 11.1 The City or its designee shall have the authority to reject or disapprove work which is found to be defective. If defective work is found, Contractor shall promptly either correct all defective work or remove such defective work and replace it with non -defective work. Contractor shall bear all direct and indirect costs of such removal or corrections including cost of testing laboratories and personnel. 11.2 Should Contractor fail or refuse to remove or correct any defective work or to make any necessary repairs in accordance with the requirements of this Agreement within the time indicated in writing by the City Manager or its designee, the City shall have the authority to cause the defective work to be removed or corrected, or make such repairs as may be necessary at Contractor's expense. Any expense incurred by the City in making such removals, corrections or repairs, shall be paid for out of any monies due or which may become due to Contractor. In the event of failure of Contractor to make all necessary repairs promptly and fully, which is not cured in the cure period, the City may declare Contractor in default. 11.3 If, within one (1) year after the date of completion of Services any of the work is found to be defective or not in accordance with this Agreement, Contractor, after SCHINDLER ELEVATOR CORPORATION Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax receipt of written notice from the City or its designee, shall promptly correct such defective or nonconforming work within the time specified by the City without cost to the City. Nothing contained herein shall be construed to establish a period of limitation beyond a period of five (5) years with respect to any other obligation which Contractor might have under this Agreement including but not limited to any claim regarding latent defects. 11.4 Failure to reject any defective work or material shall not in anyway prevent later rejection when such defect is discovered, or obligate the City to final acceptance. 11.5 Where the City or its designee becomes aware of faults, defects or non -conformity in any of the work provided under this Agreement or with the work being performed by the Contractor, the City or its designee shall issue a Notice to Cure to the Contractor for correction. In no event shall the failure of the City or its designee to bring to the attention of the Contractor of such faults act as a waiver or release the Contractor from responsibility or liability for such fault, defect or non- conforming work. 12. TERMINATION AND REMEDIES FOR BREACH. A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor thirty (30) days to cure such default. If the default remains uncured after thirty (30) days the City may terminate this Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination. 2. Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph 12A(1) and A(2) above shall be applicable hereunder. SCHINDLER ELEVATOR CORPORATION Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 13. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period of ten (10) years subsequent to the expiration or termination of this Agreement, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor from violating such provisions. 14. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted by law, the Contractor agrees to indemnify and hold -harmless the City, its agents, representatives, officers, directors, officials and employees from any claims, liabilities, damages, losses and costs, including, but not limited to, reasonable attorney fees to the extent cause, in whole or in part, by the professional negligence, error or omission of the Contractor or persons employed or utilized by the Contractor in performance of Services under this Agreement. Contractor shall at all times hereafter indemnify, hold harmless and, at the City's option, defend or pay for an attorney selected by the City to defend City, its agents, representatives, officers, directors, officials and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by the willful misconduct or negligent act of, or omission of Contractor, including those of their employees, agents, servants, or officers, or accruing, resulting from, or directly related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against City by reason of any such claim, cause of action or demand, Contractor shall, upon written notice from City, resist and defend such lawsuit or proceeding by counsel satisfactory to City. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by City, any sum due Contractor under this Agreement may be retained by City until all of City's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by City. 15. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or controversy arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to SCHINDLER ELEVATOR CORPORATION Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes. 16. SUBCONTRACTORS. Upon execution of this Agreement, Contractor shall furnish City, in writing, the names of persons or entities proposed by the Contractor to act as a Subcontractor for the Services. City shall promptly reply to the Contractor, in writing, stating any objections City may have to such proposed Subcontractor. Contractor shall not enter into a Subcontract with a proposed Subcontractor with reference to whom the City has made timely objection. Contractor shall not be required to Subcontract with any party to whom the Contractor has objection. All subcontracts shall afford City rights against the Subcontractor which correspond to those rights afforded to the City against the Contractor herein. 17. BACKGROUND CHECKS. Prior to performing work in the City pursuant to the Agreement, Contractor, and managers, employees, independent contractors, and any subcontractors of Contractor (collectively "Personnel") that will perform work under this Agreement shall be required to undergo a criminal background check consisting of a Florida Department of Law Enforcement ("FDLE") and Florida Crime Information Center/National Crime Information Center ("FCIC/NCIC") criminal records check. Any Personnel not meeting this requirement will not be permitted to perform work under this Agreement. The background check will be performed by the City's Human Resources Department, at the Contractor's sole expense. Failure of Contractor to comply with this provision, shall be cause for termination of the Agreement. 18. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage, prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by electronic mail (e-mail) with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Stan Morris With a copy to: City Manager City Attorney City of Sunny Isles Beach City of Sunny Isles Beach 18070 Collins Avenue 18070 Collins Avenue Fourth Floor Fourth Floor Sunny Isles Beach, Florida 33160 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1776 Tel: (305) 792-1766 smorris sibfl.net aboileau n nlaw.com If to the Lenore Sutton, Modernization Sales, Contractor: South Florida Schindler Elevator Corporation 3260 Meridian Parkway SCHINDLER ELEVATOR CORPORATION Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Weston, FL 33331 Tel: (786) 831-1398 Lenore. sutton schindler.com 19. PUBLIC RECORDS. The Contractor shall be required to comply with the following requirements under Florida's Public Records Law: A. Contractor shall keep and maintain public records required by the City to perform the service. B. Upon request from the City, Contractor shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. C. Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City. D. Contractor shall, upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided by Contractor to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibfl.net,18070 Collins Avenue, 4t' Floor, Sunny Isles Beach, Florida 33160. 20. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of three (3) years. Notwithstanding anything in this Agreement or the Contract Documents to the contrary, Contractor's obligations related to any audit shall be limited to substantiating that its billing is in conformity with the terms of the agreement and to furnishing documents which verify charges billed to the City on a time and material basis. City's right to audit shall not extend to fixed, lump -sum or unit pricing except and only as it relates to substantiation of charges in conformity with the terms of the agreement. SCHINDLER ELEVATOR CORPORATION 10 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 21. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to ensure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non-discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 22. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami -Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly which should conflict in any manner or degree with the performance of Services under this Agreement. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 23. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 24. CONFLICTING PROVISIONS. The terms and conditions in this Agreement shall supersede and take priority over any inconsistent or conflicting provisions that are contained in any other document, including but not limited to Attachments "A" and `B." 25. SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, and subject to limited exceptions contained therein, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local governmental entity for goods or services if at the time of bidding, submitting a proposal for, or entering into or renewing a contract, the company is on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel. Contractors must certify that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City's option if it is discovered that the company submitted a false SCHINDLER ELEVATOR CORPORATION 11 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax certification, or at the time of bidding, submitting a proposal for, or entering into or renewing a contract, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute Section 215.473, or is or has been engaged in business operations in Cuba or Syria, after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. Contractors must submit the certification that is attached to this agreement as Attachment "D." Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Contractor of the City's determination concerning the false certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. 26. E -VERIFY. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E -Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a Consultant enters into a contract with a subcontractor, the subcontractor must provide the Consultant with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, Consultant is required to verify employee eligibility using the E -Verify system for all existing and new employees hired by Consultant during the contract term. Further, Consultant must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of Consultant to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions. The Consultant must retain the I-9 Forms for inspection, and provide the attached E -Verify Affidavit, attached hereto as Attachment "E." 27. HUMAN TRAFFICKING. Pursuant to Section 787.06, Florida Statutes, entitled "Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with a nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2), Florida Statutes. Contractor must submit the affidavit that is attached to this agreement as Attachment "F," signed by an officer or an authorized representative of the Contractor, under penalty of perjury, attesting that Contractor does not use coercion for labor or services as defined in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material breach of contract. 28. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. SCHINDLER ELEVATOR CORPORATION 12 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the parry granting such waiver. F. Neither parry shall be responsible for any loss, damage, detention or delay for causes beyond its reasonable control, including strikes, lockouts, or labor disputes, material or component shortages, or acts of God. Dates for the performance or completion of the work shall be extended as is reasonably necessary to compensate for the delay. G. In no event will Contractor be liable for special, indirect, punitive, or consequential damages. H. Any proprietary material, information, data or devices contained in the equipment or work provided hereunder, or any component or feature thereof, remains Contractor's property. Contractor is not responsible for any building design. I. No Transfer of Intellectual Property Rights. Each party fully reserves all its rights in and to any and all of its Intellectual Property Rights. Unless otherwise agreed in a separate written agreement signed by the parties, no Intellectual Property Rights are assigned, transferred, or licensed by one party to the other parry under this Agreement and no services provided by one party to the other shall be deemed to be "work for hire" under applicable law. The Parties agree that nothing in this Agreement is intended to create or develop any joint intellectual property and that the Parties shall enter into separate agreement(s) governing any intellectual property that the Parties may later decide to jointly develop. J. Contractor is not responsible for any work required due to 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, 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 or for obsolescence (defined as parts, components or equipment either 20 or more years from the original installation, or no longer available from the original equipment manufacturer or an industry parts supplier, replaceable only by refabrication or rebuild). K. All asbestos measures including disposal and testing are at the City's expense. SCHINDLER ELEVATOR CORPORATION 13 Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax L. Contractor shall timely notify the City of any building design issues or conflicts it identifies during its work that would materially affect the performance and/or operation of Contractor's product and Services, as defined herein and in the Contract documents. Should latent or concealed conditions be encountered in the performance of the work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Contract Documents, or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature differing materially from those ordinarily encountered and generally recognized as inherent in the work of the character provided for in this contract be encountered, the contract price and time shall be equitably adjusted by change order upon claim made within thirty (30) days after the first observance of the conditions. The contract price may be adjusted by mutually agreed upon change notices to accommodate changes to the scope of work. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate on the day and year first written above. SCHINDLER ELEVATOR CORPORATION DocuSigned by: Meagan Rivero, Service and Modernization Manager, and Authorized Agent STATE OF FLORIDA: COUNTY OF MIAMI-DADE: The foregoing instrument was acknowledged before me by means of 9 physical presence or ❑ online notarization, this 13th day of December, 2024, by Meagan Rivero, as Service and Modernization Manager, and authorized agent, of Schindler Elevator Corporation. Notary Public State of Florida Jason Kucine My Commission HH 315078 Expires 9/22/2026 Personally Known V or Produced Identification Type of Identification Produced: Ga_e_e)z1 &WZ� NoWry Public, State of Florida (Signature of Notary Public) Jason Kucine (Print, Type, or Stamp Commissioned Name of Notary Public) [ADDITIONAL SIGNATURE PAGE TO FOLLOW] SCHINDLER ELEVATOR CORPORATION 14 Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax ATTEST: —_, CMCCity Clerk CITY OF SUN SLES BEACH BY: Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: BY: Department Head Alain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney SCHINDLER ELEVATOR CORPORATION 15 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment A SCHINDLER ELEVATOR CORPORATION 15 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH Sourcewell Solicitation Number: RFP #050224 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Schindler Elevator Corporation, 20 Whippany Road, Morristown, NJ 07960 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. EXPIRATION DATE AND EXTENSION. This Contract expires June 25, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances. B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES Rev. 3/2022 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. Rev. 3/2022 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; Rev. 3/2022 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier's employees maybe required to perform work at government- owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized Rev. 3/2022 4 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE Rev. 3/2022 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted Rev. 3/2022 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. Rev. 3/2022 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. Rev. 3/2022 Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 050224-SCH b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. Rev. 3/2022 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such. failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Rev. 3/2022 10 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability -completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms Rev. 3/2022 11 Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 050224-SCH no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single Limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier's professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 — annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Rev. 3/2022 12 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at anytime during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Rev. 3/2022 13 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with Rev. 3/2022 14 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis -Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Rev. 3/2022 15 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and Rev. 3/2022 16 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre -approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. 0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. Rev. 3/2022 17 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224-SCH R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell DocuSigned by: Ery 5"�� By: C9FD2A139D96489... Jeremy Schwartz Title: Chief Procurement Officer 6/24/2024 1 3:59 PM CDT Date: Schindler Elevator Corporation Docu5ig tne1dby: E`i-6 R,- By. 4433134AA Brad Hager Title: Director of Strategic Accounts Date: 6/24/2024 1 4:37 PM EDT Rev. 3/2022 18 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 050224 - Elevators RFP #050224 Vendor Details Company Name: Schindler Elevator Corp Submitted On: 6631 N. Belt Line Rd. Address: Suite 130 Email: Irving, TX 75063 Contact: Dan Winder Email: Daniel.Winder@schindler.com Phone: 972-358-5063 HST#: 34-1270056 Submission Details Created On: Tuesday April 23, 2024 15:30:34 Submitted On: Thursday April 25, 2024 19:01:26 Submitted By: Dan Winder Email: Daniel.Wiinder@schindler.com Transaction #: b9ef1 baf-05a3-4080-94cf-01f3d18666f0 Submitter's IP Address: 47.19.155.194 Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). Line Question Response Item Provide a detailed description of the Schindler's proposal included new installation, maintenance, repair, 1 Proposer Legal Name (one legal entity only): Schindler Elevator Corporation (In the event of award, will execute the elevators, moving walks, dumbwaiters, and wheelchair lifts. resulting contract as "Supplier") Additional information on the detailed service program is available. 2 Identify all subsidiary entities of the Proposer Not applicable 11 whose equipment, products, or services are Full Maintenance Service Contracts, Modernization and New Installation Services. included in the Proposal. 3 Identify all applicable assumed names or DBA Not applicable names of the Proposer or Proposer's 13 subsidiaries in Line 1 or Line 2 above. 4 Provide your CAGE code or Unique Entity Unique Entity ID: Z7NAG9YYPA423 Identifier (SAM): CAGE/NCAGE: 79292 5 Proposer Physical Address: 20 Whippany Rd. installer? Morristown, NJ 07960 6 Proposer website address (or addresses): www.schindler.com 7 Proposer's Authorized Representative (name, Brad Hager, Director of Strategic Accounts title, address, email address & phone) (The 6631 N. Belt Line Rd. representative must have authority to sign Suite 130 the "Proposer's Assurance of Compliance" on Irving, TX 75063 behalf of the Proposer and, in the event of Brad.hager@schindler.com award, will be expected to execute the 469-520-7932 resulting contract): 8 Proposer's primary contact for this proposal Brad Hager, Director of Strategic Accounts (name, title, address, email address & phone): 6631 N. Belt Line Rd. Suite 130 Irving, TX 75063 Brad.hager@schindler.com 469-520-7932 9 Proposer's other contacts for this proposal, if Not applicable any (name, title, address, email address & phone): Table 2A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response 10 Provide a detailed description of the Schindler's proposal included new installation, maintenance, repair, products, and services that you are offering inspection, upgrades, and modernization of all types of escalators, in your proposal. elevators, moving walks, dumbwaiters, and wheelchair lifts. Additional information on the detailed service program is available. under the "Warranty" upload section. 11 What levels of service (material only, turnkey, Full Maintenance Service Contracts, Modernization and New Installation Services. other) are being proposed? 12 Does the response include installation Yes services? 13 If the answer to Line #12 above is Yes, describe in detail the following elements (Lines #14-16) of installation services. 14 How does the Participating Entity select an The Entity would reach out to the Supplier "Schindler" representative. We will installer? properly connect them with our Schindler Field Office for review of the project, General Contractor selected and then provide proper pricing based upon the member's needs. Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 15 How does Proposer ensure installers are All Schindler field employees are IUEC certified elevator constructors. This includes trained, experienced, and fully licensed within all installers that would be performing work on each project. While Schindler is jurisdictions where work is performed? equally registered licensed contractor with AHJ's work is being performed within. 16 Does Proposer have a standard installation Schindler does have a standard New Installation agreement. However, willing to agreement it will require Participating Entities equally utilize the T&C's of the member upon mutual review. Exhibit 5-A to use? If so, please upload a copy with response. 17 Describe your service programs and how Maintenance is specific to each unit type based on customer your company works with agencies in requirements, OEM recommendations, usage, condition, age, and providing service contracts. jurisdictional requirements among other factors. Repair is also specific to each unit, and will be discussed with the customer as needed to insure it is meeting the customer's long and short range goals. For example, does the customer want a short-term, yet safe and effective solution that will extend the unit life by 2-3 years ... or are they looking for a more substantial upgrade that will improve energy efficiency and extend unit life by 20 years? All options are available to customers and Schindler will collaborate with facility managers to determine the best available approach. For maintenance specifically, Schindler's real-time scheduling tool allows Schindler to place customer requests, local inspection authority work, or 3rd party tasks into our technician's daily work flow. In Schindler's Service Excellence model these additional item are pulled into our technicians Field Link (iPhone app) when they arrive at a location to complete preventative maintenance. Working through our proprietary service delivery systems, we are the first in the industry to fully integrate all our service technology tools into one seamless platform. 18 Describe how service calls are escalated in The Schindler Customer Service Network (SCSN), located in emergency situations, including response time. Atlanta, GA, handles all our calls, emails and work order request for service 24 hours a day, 7 days a week. During these service calls a certified SCSN employee will enter the description of the unit malfunction and/or basis of the call into our SAP system, dispatch the service technician(s), and provide the customer with an ETA. Once the customer receives an ETA and the technician(s fixes the malfunction, the service request is considered closed. Schindler also audits over 1000 calls per month to assess call handling time, dispatch time, delivery of ETA information, and closeout. Response time may vary by contract, often we have a 1 hour requirement for entrapments and 2 -hour requirement for service calls. Most customers require a standard 4 hour response time during normal business hours. 19 Discuss the breadth of your parts inventory Most common replacement items are kept in the maintenance and the ability that your service and/or technicians vehicles, ready for immediate replacement on site. maintenance team will have the necessary Larger parts, or parts less in demand, are kept in local warehouse replacement parts readily available. most of which are within 20-25 miles of a technicians route. As a third option, parts more difficult to source as they are part of obsolete or vintage equipment, are kept at the Schindler Service Center (SSG) in Maumee, Ohio which provides a large inventory of OEM and after -market parts to all Schindler offices via overnight delivery. Approximately 30,000 active SKUs are stored at the warehouse at any given time. Schindler also has an extensive internal parts support group who has relationships with multiple vendors. As such, they have the ability to drop ship items, including custom/job specific materials, to offices which are not currently in stock at SSC. Finally, in addition to a network of printed circuit board repair vendors, a majority of PCBs are repaired at our engineering facility in Holland, Ohio, and shipped for overnight delivery. 20 Describe your experience and process in Schindler's model with Modernization is client specific. We offer a verity of products regards to Modernization. and offerings for both Escalator and elevator modernization solutions. We will review with the Sourcewell Member and then work to find the proper solution for their desired outcome. Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Table 2B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types of products or services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Item Categoryor Type Offered * Comments 21 Elevators r. Yes Schindler's proposal includes installation, Sourcewell customer base, r No repair, maintenance, upgrades, and pricing to Sourcewell modernization of all types of elevators. 22 Escalators r. Yes Schindler's proposal includes installation, below pricing r No repair, maintenance, upgrades, and GPOs and cooperatives. modernization of all types of escalators. 23 Moving Walkways r: Yes Schindler's proposal includes installation, r No repair, maintenance, upgrades, and modernization of all types of moving walkways. 24 Food and Material Lifts r: Yes Schindler's proposal includes installation, r No repair, maintenance, upgrades, and modernization of all types of food and material lifts. 25 ADA -Compliant wheelchair lifts r. Yes Schindler's proposal includes installation, r No repair, maintenance, upgrades, and modernization of all types of ADA - compliant wheelchair lifts. 26 Service, Modernization, preventive r: Yes Schindler includes all of the services maintenance, repair, upgrades, inspection, r No listed. Additional details are included in installation, and warranty services the document section under warranty informatin. Table 3: Pricing Offered Line Item The Pricing Offered in this Proposal is: * Comments 27 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing Given the existing large departments. Sourcewell customer base, we are offering pricing to Sourcewell members that is significantly below pricing typically offered to other GPOs and cooperatives. Table 4: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Item (Question (Res p onse* Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 28 Describe your pricing model (e.g., line -item discounts or Service/Maintenance: product -category discounts). Provide detailed pricing data We have included a 'Pricing Model' in the documents section as (including standard or list pricing and the Sourcewell would not fit in this box. The pricing configurator assumes a base discounted price) on all of the items that you want price of: Sourcewell to consider as part of your RFP response. If Hydraulic Elevator: $165 applicable, provide a SKU for each item in your proposal. Traction Elevator: $280 Upload your pricing materials (if applicable) in the Gearless Traction: $480 document upload section of your response. Escalator: $480 Moving Walks: $600 Wheelchair Lift: $125 The configurator takes into account all factors that impact price, such as environment, maintenance, contract types, age, etc. In the configurator you will see 24 factors that our industry has identified as price impacts. The factors labeled in green are ideal and would allow for the best available price. For "non -ideal' conditions, we would modify the pricing to allow for custom pricing for Sourcewell members that is in line with the quoted labor rates listed in the same section. Modernization: Hydraulic Elevator (2-3 front stops): $90,000 Traction Elevator (Geared, 5-8 front stops): $195,000 Traction Elevator (Gearless, 9-12 front stops): $240,000 Escalators: $350,000 Clarifications: Discounts only available in advance of pricing request to members who identify themselves as Sourcewell members. Pricing is again based on ideal conditions, standard installation, an standard equipment (excluding the cab interior, subcontract work, structural equipment, and code modifications). Pricing for non -ideal conditions or equipment will be quoted at the included Sourcewell member hourly pricing lists with the above pricing as a guide. 29 If Proposer is including installation services within its - proposal, please describe how installation services will be priced, including applicable labor rates that may apply. How will Proposer address any prevailing wage requirements of Participating Entities? 30 Quantify the pricing discount represented by the pricing Schindler is offering a discount table to Sourcewell members as proposal in this response. For example, if the pricing in follows: your response represents a percentage discount from Modernization: 10% off standard pricing MSRP or list, state the percentage or percentage range. New Installation: 10% off standard pricing Clarifications: Discounts only available in advance of pricing request to members who identify themselves as Sourcewell members. 31 Describe any quantity or volume discounts or rebate Discounts to the members on service/maintenance are based on programs that you offer. volume of total units under the Sourcewell agreement (aggregate). This provides a substantial discount to members with a small number of units as they are able to benefit from the entire Sourcewell / Schindler customer base. The discounts are as follow for maintenance: 1-200 = 3% 201-300 = 4% 301-499 = 5% 500-1499 = 6% (current level) 1500-2499 = 7% 2500-2999 = 8% 3000-3999 = 9% >4000 = 10% 32 Propose a method of facilitating "sourced" products or In our pricing model we have included heavily discounted labor related services, which may be referred to as 'open rates for Sourcewell members that can apply to all open market market' items or "nonstandard options". For example, you products or services. For the material portion of any proposed job may supply such items "at cost' or "at cost plus a we will supply a price quote as requested. percentage," or you may supply a quote for each such request. 33 Identify any element of the total cost of acquisition that is N/A NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 34 If freight, delivery, or shipping is an additional cost to the N/A Sourcewell participating entity, describe in detail the complete freight, shipping, and delivery program. Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 35 Specifically describe freight, shipping, and delivery terms or Schindler has service offices in Hawaii Alaska and throughout 37 programs available for Alaska, Hawaii, Canada, or any Canada, so freight shipping and delivery would usually be similar to offshore delivery. mainland United States. 36 Describe any unique distribution and/or delivery methods or N/A options offered in your proposal. promote the NCL Government Capital contract through Sourcewell. Table 5: Payment Terms and Financing Options Line Item Question Response 37 Describe your payment terms and accepted payment Net 30, unless negotiated to be longer by the customer. Payment methods. methods can be ACH, CC, Checks, Etc. 38 Describe any leasing or financing options available for use Schindler provides external financing solutions, but is also able to by educational or governmental entities. promote the NCL Government Capital contract through Sourcewell. reports all sales under the Contract each quarter, and that the Schindler's go -to strategy will be to exhaust all options under the Vendor remits the proper administrative fee to Sourcewell. Provide NCL Govt. Capital before discussing options with Schindler External sufficient detail to support your ability to report quarterly sales to Financing. 39 Describe any standard transaction documents that you We propose multiple levels of coverage, all of which are included 42 propose to use in connection with an awarded contract in our current Sourcewell contract: (order forms, terms and conditions, service level - Inspection Only Maintenance agreements, etc.). Upload a sample of each (as - Time and Material Repairs applicable) in the document upload section of your - Full Maintenance (Most commonly "as needed", but also monthly 43 response. and quarterly if requested) Sourcewell for facilitating, managing, and promoting the Sourcewell - Custom Maintenance Program 40 Do you accept the P -card procurement and payment We do accept P -card procurement payment and we do not charge process? If so, is there any additional cost to Sourcewell any additional fees to Sourcewell members for using this service. participating entities for using this process? Under contracts awarded outside Sourcewell we charge a 3% fee, Member's cost of goods. (See the RFP and template Contract for so this is an additional benefit to Sourcewell members. Table 6: Audit and Administrative Fee Line Item question Response 41 Specifically describe any self -audit process or program that you Customers will see their contracted price on every plan to employ to verify compliance with your proposed Contract maintenance. invoice for verification. They may also reach with Sourcewell. This process includes ensuring that Sourcewell out to either the local participating entities obtain the proper pricing, that the Vendor representative in their area or the national representative for reports all sales under the Contract each quarter, and that the verification. Schindler will review the pricing for each payment Vendor remits the proper administrative fee to Sourcewell. Provide period and calculate the appropriate fee required each sufficient detail to support your ability to report quarterly sales to quarter tracked at national level. Sourcewell as described in the Contract template. 42 If you are awarded a contract, provide a few examples of internal Schindler measures contract success in three main ways: metrics that will be tracked to measure whether you are having - Year over year revenue growth success with the contract. - Repeat customer business and portfolio growth - Customer satisfaction (Net Promoter Score) 43 Identify a proposed administrative fee that you will pay to 2% of the maintenance revenue received. Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 7: Company Information and Financial Strength Line Item I Question I Response* . Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 44 Provide a brief history of your company, Headquartered in Morristown, N.J., and employing over 5,000 including your company's core values, people in more than 150 locations, Schindler Elevator Corporation business philosophy, and industry longevity is the North American operating entity of the Switzerland -based related to the requested equipment, products Schindler Group, one of the leading global manufacturers of or services. elevators, escalators and moving walks. Founded in 1874 in Lucerne, Switzerland, by precision engineer Robert Schindler, it is closely held company and is listed on the Swiss stock exchange. Mr. Thomas Oettedi was appointed Schindler Group's CEO effective April 1, 2016. Mr Silvio Napoli has been Chairman of the Board of Directors and its Executive Committee since April 2017. Schindler mobility solutions move more than one billion people every day all over the world. Behind the company's success are 57,000 employees in over 100 countries throughout Europe, North America, Asia-Pacific, Africa and South America, with manufacturing plants strategically located around the world. The company's world headquarters is located just outside of Lucerne, Switzerland. Schindler manufactures, installs, services and modernizes elevators, escalators and moving walks for almost every type of building requirement worldwide. The company specializes in latest technology engineering, as well as mechanical and microprocessor technology products designed and rigorously tested for safety, comfort, efficiency and reliability. Schindler's U.S. growth strategy was initiated in 1979 with the acquisition of Haughton Elevator Company in Toledo, Ohio. In 1989, Schindler acquired the elevator and escalator business of Westinghouse Electric Corporation and quadrupled its presence in the North American vertical transportation industry. In 1990, Schindler formed the Millar Elevato Service Company, the first nationwide company specializing in service and modernization of all brands. In 2002, Schindler and Millar consolidated operations to provide the comprehensive product and service packages customers are demanding today. Our goal at Schindler is to provide the highest level of elevator service, repair, modernization and new installations available in the industry. 45 What are your company's expectations in the Renewing our Sourcewell contract will allow us to continue event of an award? servicing our existing Sourcewell customer base, and continue our path of Sourcewell success with 30-40% revenue growth each year We have several major airports and transit authorities with whom we plan to sign contracts using the Sourcewell agreement in 2024 along with dozens of contract renewals and extensions. 46 Demonstrate your financial strength and Schindler Elevator has been in business over 140 years, which stability with meaningful data. This could affirms the financial stability of the company. As a publicly traded include such items as financial statements, company, we publish all required quarterly and annual financial SEC filings, credit and bond ratings, letters reports. Schindler's history of growth has led us to be one of the 3 largest elevator of credit, and detailed reference letters. companies worldwide, and the largest company manufacturing both elevators and Upload supporting documents (as applicable) escalators in the United States. in the document upload section of your response. 47 What is your US market share for the We hold 25 to 35% of the market. solutions that you are proposing? 48 What is your Canadian market share for the We hold 20-25% of the market. solutions that you are proposing? 49 Has your business ever petitioned for No bankruptcy protection? If so, explain in detail. 50 How is your organization best described: is Schindler fits into the "B" category as both manufacturer AND it a manufacturer, a distributor/dealer/reseller, service provider. or a service provider? Answer whichever Schindler manufactures elevators and escalators, in addition to question (either a) or b) just below) best providing maintenance, installation, modernization, and repair of applies to your organization. these same products. Maintenance and repair service of some a) If your company is best described as other equipment such as moving walks, dumbwaiters and a distributor/dealer/reseller (or similar entity), wheelchair lifts is also provided. Schindler services all brands of provide your written authorization to act as a equipment and in fact half our Sourcewell portfolio is on Non Schindler brands. distributor/dealer/reseller for the manufacturer Sales and service individuals are employed directly by Schindler. of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 51 Provide all "Suspension or Debarment" Schindler Elevator Corporation may have various pending litigation Scope of Work,* information that has applied to your in a number of different jurisdictions. These matters are considered The Schindler 3300 is a machine room -less (MRL) traction elevator optimized for 2 - organization during the past ten years. in the ordinary course of our business and do not impact our recognition that your company has received 3 story buildings that contributes to LEED certification. ability to complete the work required by this solicitation. Table 8: Industry Recognition & Marketplace Success Line... Item Question Response Scope of Work,* 52 Describe any relevant industry awards or The Schindler 3300 is a machine room -less (MRL) traction elevator optimized for 2 - Government Maryland - MD recognition that your company has received 3 story buildings that contributes to LEED certification. $22,878,612 Transit Authority in the past five years. Schindler won a Architizer A+ Special Mention Award in the repair of elevators Building Systems -Smart Building & Technology category for its and escalators Schindler 3100 low-rise MRL elevator and is currently a lead MARTA Government contender for our Covid-19 solutions in the category of new design Maintenance and $589,286 $21,214,296 and development. repair of elevators New Orleans was selected for the 2019 Best of Harahan Award in the Elevator Service category. and escalators Schindler InTruss was selected as Architectural Record's 2017 Government District of Maintenance and Editors' Choice winner in the Building Systems and Components $13,858,776 Dulles Airport category. repair of elevators Architectural Record has selected Schindler's myPORT as one of and escalators its annual Products of the Year, the only elevator -related product Minneapolis / Government selected that year. Maintenance and 53 What percentage of your sales are to the 25% to 35% of sales were to the government sector (or involved governmental sector in the past three years? some form of government funding) in the past 3 years. 54 What percentage of your sales are to the We consider education to be funded at least partially by and escalators education sector in the past three years? government, so that is included in the above figures. Education Government Florida - FL Maintenance and alone accounts for approximately 10% of our overall sales. $19,554,768 55 List any state, provincial, or cooperative We primarily use Sourcewell as a go -to market strategy for state of repair of elevators purchasing contracts that you hold. What is local purchasing contracts. As a result we have less than $1M in the annual sales volume for each of these annual sales to purchasing contracts that are with local cooperative contracts over the past three years? contracts (outside Sourcewell). 56 List any GSA contracts or Standing Offers Schindler holds many maintenance contracts with GSA with total and Supply Arrangements (SOSA) that you annual revenue in excess of $2,000,000 hold. What is the annual sales volume for each of these contracts over the past three years? Table 9: Top Five Government or Education Customers Line Item 57. Provide a list of your top five government, education, or non-profit customers (entity name is optional) to whom you have provided equipment, products, or services similar to the solutions sought in this RFP, including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name EntityType * State /Dollar province * Scope of Work,* Size of Transactions * Volume Past Three Years Maryland Government Maryland - MD Maintenance and $635,517 $22,878,612 Transit Authority repair of elevators and escalators MARTA Government Georgia - GA Maintenance and $589,286 $21,214,296 (Atlanta Transit) repair of elevators and escalators Washington Government District of Maintenance and $384,966 $13,858,776 Dulles Airport Columbia - DC repair of elevators and escalators Minneapolis / Government Minnesota - MN Maintenance and $423,950 $15,262,200 St. Paul Airport repair of elevators and escalators Orlando Government Florida - FL Maintenance and $543,188 $19,554,768 International repair of elevators Airport and escalators Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 Table 10: References/Testimonials Line Item 58. Supply reference information from three customers to whom you have provided equipment, products, or services similar to the solutions sought in this RFP and who are eligible to be Sourcewell participating entities. Entity. Name * Contact Name * Phone Number* 59 Maryland Transit Admin Mike Gilhooly 410-454-1805 Inova Hospital Paul Bucco 571-429-2100 Manager to promote and manage the Sourcewell agreement to George Mason University Rob Sheard 703-486-6636 Table 11: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response * - 59 Sales force. Schindler has 100+ offices nationally with over 600 sales. representatives. Schindler has assigned a National Account Manager to promote and manage the Sourcewell agreement to area sales managers, who work with local offices to implement the program as the "go to market" strategy for public work. 60 Service force. Our field force is approximately 3,500 field technicians. 61 Dealer network or other distribution Schindler manufactures and installs equipment as the OEM, then. methods. services the equipment for the entire life of the unit. Manufacturing facilities in the United States are in Pennsylvania, Ohio, and North Carolina. 62 Describe in the detail the ordering Schindler works with many forms of parts distributors and suppliers for new process, including the respective roles of equipment either in New Installation or Modernization. We source proper companies distributors, dealers, or others (including to ensure on-time delivery and competitive pricing models for members. sub -contractors) in providing solutions to Participating Entities. This may include a step by step process identifying who is responsible for meeting the needs of the Participating Entity at each stage of delivery. 63 Please describe the relationship between - Proposer any distributors, dealers, or others (including sub -contractors). 64 Describe in detail the process and The Schindler Customer Service Network (SCSN), located in procedure of your customer service Atlanta, GA, handles all our calls, emails and work order request. program, if applicable. Include your for service 24 hours a day, 7 days a week. During these service response -time capabilities and calls a certified SCSN employee will enter the description of the commitments, as well as any incentives unit malfunction and/or basis of the call into our SAP system, that help your providers meet your stated dispatch the service technician(s), and provide the customer with service goals or promises. an ETA. Once the customer. receives an ETA and the technician (so fixes the malfunction, the service request is considered closed. Schindler also audits over 1000 calls per month to assess call handling time, dispatch time, delivery of ETA information, and closeout. Response time may vary by contract, often we have a 1 hour requirement for entrapments and 2 -hour requirement for service calls. Most customers require a standard 4 hour response time during normal business hours. 65 Describe your ability and willingness to Schindler has 100+ local offices throughout the US and Puerto Rico provide your products and services to dedicated to serve our customers. Headquartered in Morristown, Sourcewell participating entities in the NJ, our operations include four factories, two training centers and United States. R&D facility. Our footprint is larger than our competition, which guarantees reasonable response times and service quality. 66 Describe your ability and willingness to Schindler has multiple offices throughout Canada that serve our provide your products and services to customers in each market. The technicians are equally trained in Sourcewell participating entities in Canada. Canada as they are the United States and our engineering. capabilities are the same. Although requirements in Canada call for different T&C's due to insurance requirements and Delivery models due to AHJ requirements. Supplement provided for T&C's / AHJ requirements for Canada source well participation. Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 67 Does Proposer intend to serve nonprofit Response 71 agencies if awarded a contract? Sourcewell is Schindler's "go -to market" strategy for any public 68 Identify any geographic areas of the United The only US territory we are not able to service is Guam. We States or Canada that you will NOT be have limited service in Maine and South Dakota due to the very fully serving through the proposed contract. low demand for elevators in those markets, but are able to serve the document upload section of your those areas if needed. We also have limited resources in rural response. parts of Canada, again simply because of the lack of elevators to who provides training, and any be serviced. 69 Identify any Sourcewell participating entity Schindler intends to service all participating sectors, and does not sectors (i.e., government, education, not -for- participate in any cooperative purchasing contracts that limit our profit) that you will NOT be fully serving ability to promote another contract in any way. We have been through the proposed contract. Explain in asked by multiple cooperatives to enter into such arrangements but detail. For example, does your company have refused to do so as our contract with Sourcewell is our go -to have only a regional presence, or do other market strategy for public work. 72 cooperative purchasing contracts limit your Schindler uses most popular social media to advertise, with an ability to promote another contract? especially heavy presence on Linkedin. We also maintain an online 70 Define any specific contract requirements N/A or restrictions that would apply to our purchasing professionals. 73 participating entities in Hawaii and Alaska We tend to rely on Sourcewell when a member is hesitant to use and in US Territories. the agreement due to perceived legal or member -specific Table 12: Marketing Plan Line Item Question Response 71 Describe your marketing strategy for Sourcewell is Schindler's "go -to market" strategy for any public promoting this contract opportunity. works opportunities for new construction, modernization, Upload representative samples of your maintenance, and repair. The assigned Schindler National Account marketing materials (if applicable) in Manager promotes and educates the 600 -member Schindler the document upload section of your national sales team on the Sourcewell contract by organizing sales response. seminars and "lunch and learn" discussions across the country on who provides training, and any positioning and being successful using the Sourcewell agreement. costs that apply. This seminar is now part of standard training for all new sales reps, as well as refresher courses every few years. This has led to tremendous year over year growth. We have attached our current document of the type of marketing we would like to continue to use in this next contract to promote the agreement to promote Sourcewell and Schindler to member organizations. 72 Describe your use of technology and Schindler uses most popular social media to advertise, with an digital data (e.g., social media, especially heavy presence on Linkedin. We also maintain an online metadata usage) to enhance presence which is advertised across the industry to facility and marketing effectiveness. purchasing professionals. 73 In your view, what is Sourcewell's role We tend to rely on Sourcewell when a member is hesitant to use in promoting contracts arising out of the agreement due to perceived legal or member -specific this RFP? How will you integrate a restrictions. We ask the customer to call or email our Sourcewell Sourcewell-awarded contract into your contact directly, who can then walk them through any legal sales process? specifics. Additionally, we point potential customers to the Sourcewell site which includes all of our information. 74 Are your products or services Our products are not available through e -procurement as they are service based and not available through an e -procurement something we could ship or deliver physically. We are able to respond to RFPs using e - ordering process? If so, describe your procurement platforms. e -procurement system and how governmental and educational customers have used it. Table 13: Value -Added Attributes Line Item Question Response 75 Describe any product, equipment, Our products don't typically require any training as they have been in public use for so long, maintenance, or operator training though we would certainly provide it if needed. We do provide as a standard service, programs that you offer to training to customers on how to comply with state mandated Fire Service training so Sourcewell participating entities. customers can keep the required monthly Fire Service log. This is a short 5 -minute training Include details, such as whether provided by the local account manager and is available to any customer who requests it. training is standard or optional, who provides training, and any costs that apply. Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 76 Describe any technological Schindler's PORT Technology revolutionizes the science of advances that your proposed optimizing traffic flow through a building while offering personalized service and access products or services offer. control. Schindler can analyze your current building traffic patterns and show you how you can realize up to a 50% improvement in handling capacity, wait and destination times. Schindler's PORT Technology can manage all passenger traffic in the most efficient manner possible. This assures highly ptimized utilization of the elevator groups at all times, even under heavy traffic conditions. The unique ECO (Energy Control Option) mode allows intelligent reduction of the elevators' energy consumption without reducing the service provided to users. If current or forecasted waiting times fall below a defined acceptable value, ECO mode switches the unrequired elevators into standby mode, optimizing elevator usage. Thanks to the reduced number of elevator trips and improved balancing of the elevators, energy is saved. The amount of energy saved in the course of a day can be substantial. Since ECO mode dynamically monitors the traffic situation in the building, a high-quality level of service is assured at all times. Schindler also has developed multiple Covid mitigation products such as hands free elevator buttons and escalator handrails with UV cleaning and antibacterial coatings. 77 Describe any "green" initiatives Some of our green initiatives include: LEED Gold certification for our Hanover, PA or Environmental, Social, and manufacturing facility; replacing 500 sedans in our fleet with Toyota Prius Two vehicles; the Governance (ESG) that relate to latest in green technology for all Schindler products including regenerative elevator drives your company or to your products and LED lighting in elevators; local material sourcing and "hub" distribution to reduce or services, and include a list of energy and transport emissions. the certifying agency for each. 78 Describe how your products - contribute to or promote the health, quality of life and well- being of our members and others (e.g., Low VOC emissions, minimal acoustical impact, allergen repellant materials, light reflectant). 79 Identify any third -party issued eco- ISO 14001 for a portion of Schindler Supply Chain (enclosed labels, ratings, ESG scores or certificate identified in Additional Documents) which includes certifications that your company manufacture of hydraulic and traction elevators and components as well as manufacture of has received for the equipment or escalator products and steps. products included in your Proposal related to energy efficiency or conservation (such as: FloorScore, Formaldehyde Emission Standards, FSC Certified, EPDs, HPDs, LEED, WELL Building Standard), life- cycle design (cradle -to -cradle), or other green/sustainability factors. 80 Please identify whether Proposer Schindler's focus on diversity spending will come from outside is a minority, women,' veteran services such as parts, supplies, machine shops, cleaning services etc. As an example, the owned business enterprise, a Multicultural Supplier Diversity Spend for all sources for 2023 is > $20M. small business entity, or a labor surplus area firm. If so, please provide all certification forms. Additionally, please describe how Proposer may partner with these entities in performance of this contract. 81 What unique attributes does your Schindler has many features that will differentiate ourselves from our competition. First, we company, your products, or your are the only major elevator company with US based manufacturing facilities for both services offer to Sourcewell elevators and escalators.This allows Sourcewell members to comply with the Buy America participating entities? What makes Act for steel purchases within the Sourcewell agreement. This also allows members to avoid your proposed solutions unique in lengthy overseas shipping and custom issues for time sensitive projects. your industry as it applies to Schindler offers two unique tools to communicate to our customers Schindler AHEAD and Sourcewell participating entities? ActionBoard. ActionBoard is our online database that allows the customer to see what is going on with their elevators in real time including preventative maintenance, callbacks, repairs, etc. ActionBoard is accessible through any internet connection or smartphone. Schindler AHEAD is an innovative method for your elevators to communicate with us directly. It allows us to know what is going on 24/7 with your elevators. In the event an elevator shuts down we will be notified through our call center where additional diagnostics can take place. Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 82 How has the integration of See #81. (PORT, ECO, Ahead Products) 83 advanced technologies, such as Yes IoT, Al, and energy-efficient 84 systems, influenced the The only restrictions would be "proper usage", for example vandalism or development and operation of misuse of a product that resulted in a repair would not be covered, nor your elevator solutions? would weather damage. In these cases we work with the customer to Table 14A: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item Question Response 83 Do your warranties cover all products, parts, and Yes labor? 84 Do your warranties impose usage restrictions or The only restrictions would be "proper usage", for example vandalism or other limitations that adversely affect coverage? misuse of a product that resulted in a repair would not be covered, nor would weather damage. In these cases we work with the customer to determine the best course of action. 85 Do your warranties cover the expense of Yes, unless a customer requests a special service. For example, a decrease technicians' travel time and mileage to perform in coverage for a price concession, or an overtime service call. warranty repairs? 86 Are there any geographic regions of the United Guam would be the main area we could provide no service and in some States or Canada (as applicable) for which you cases we have outsourced the work. We have a limited presence (as do all cannot provide a certified technician to perform elevator companies) in both South Dakota and Maine due to low demand, warranty repairs? How will Sourcewell but this would be discussed with the participating entities in these regions be provided customer prior to signing a contract. service for warranty repair? 87 Will you cover warranty service for items made by We provide full warranty coverage for other manufacturers as required or other manufacturers that are part of your proposal, outlined in the customer's contract. In fact, more than half our service base or are these warranties issues typically passed on is manufacturers other than Schindler. to the original equipment manufacturer? 88 What are your proposed exchange and return We provide a service, so this would not be applicable. programs and policies? 89 Describe any service contract options for the We propose multiple levels of coverage, all of which are included in our items included in your proposal. current Sourcewell contract: - Inspection Only Maintenance - Time and Material Repairs - Full Maintenance (Most commonly "as needed", but also monthly and quarterly if requested) - Custom Maintenance Program 90 Describe, in detail, your approach to providing Maintenance is specific to each unit type based on customer both maintenance and repair for your units in requirements, OEM recommendations, usage, condition, age, and service. jurisdictional requirements among other factors. Repair is also specific to each unit, and will be discussed with the customer as needed to insure it is meeting the customer's long and short range goals. For example, does the customer want a short-term, yet safe and effective solution that will extend the unit life by 2-3 years ... or are they looking for a more substantial upgrade that will improve energy efficiency and extend unit life by 20 years? All options are available to customers and Schindler will collaborate with facility managers to determine the best available approach. For maintenance specifically, Schindler's real-time scheduling tool allows Schindler to place customer requests, local inspection authority work, or 3rd party tasks into our technician's daily work flow. In Schindler's Service Excellence model these additional item are pulled into our technicians Field Link (iPhone app) when they arrive at a location to complete preventative maintenance. Working through our proprietary service delivery systems, we are the first in the industry to fully integrate all our service technology. tools into one seamless platform. 91 How does your elevator dispatch system adapt to Our product PORT will allow for efficiency in dispatching if installed on new different trafic patterns and peak usage time to equipment. ensure optimal performance and user satisfaction? Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID:41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 Table 148: Performance Standards or Guarantees Describe in detail your performance standards or guarantees, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your performance materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item .. Question Response 92 Describe any performance standards or Our contracts are monitored for members with industry KPI standard to ensure guarantees that apply to your services equipment is maintained above A.17.3 code requirements. 93 Describe any service standards or MTBC, Callbacks, Uptime. guarantees that apply to your services (policies, metrics, KPIs, etc.) Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Pricing - Pricing Details.zip - Wednesday April 24, 2024 23:59:56 • Financial Strength and Stability - Financial Strength and Stability.zip - Thursday April 25, 2024 00:00:13 • Marketing Plan/Samples (optional) • WMBE/MBE/SBE or Related Certificates (optional) • Warranty Information -Warranty Contract Details.zip - Thursday April 25, 2024 00:00:32 • Standard Transaction Document Samples - Canadian US Adoption Addendum.pdf - Thursday April 25, 2024 18:55:14 • Requested Exceptions - RFP_050224_Elevators_Contract Template (Schindler Exceptions - Redlines).docx - Thursday April 25, 2024 18:54:43 • Upload Additional Document - Additional Documents (1).zip - Thursday April 25, 2024 00:00:58 Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Addenda, Terms and Conditions PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasuiy_gov/ofac/downloads/sdnlist.pdf; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https:/Isam.gov/SAM/; or 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. W By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Brad Hager, Director, Strategic Accounts , Schindler Elevator Corporation The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r• No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. Bid Number: 050224 Vendor Name: Schindler Elevator Corp have reviewed the File Name below addendum and Pages attachments (if applicable) Addendum 5 Elevators RFP 050224 r 2 Wed April 3 2024 02:18 PM Addendum 4 Elevators RFP 050224 r 1 Thu March 212024 12:01 PM Addendum 3 Elevators RFP 050224 F 1 Wed March 20 2024 03:49 PM Addendum 2 Elevators RFP 050224 P- 1 Tue March 19 2024 02:34 PM Addendum 1 Elevators RFP 050224 r 1 Mon March 18 2024 03:33 PM Bid Number: 050224 Vendor Name: Schindler Elevator Corp Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment B SCHINDLER ELEVATOR CORPORATION 16 Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 Schindler Modernization Proposal Taking our: relationship to the top Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 6/4/2024, Revised 9/6/2024 Gateway Park 151 Sunny Isles Blvd Sunny Isles, FL 33160 RE: Elevator Modernization Proposal LSUN-D5PJUJ Dear Customer, This contract adheres to the terms and conditions of the Sourcewell contract RFP -050224, the Contract Price is inclusive of all associated discounts. The terms and conditions of the Sourcewell contract RFP -050224 control. Schindler Elevator Corporation is very grateful for the opportunity to provide you with our proposal to modernize the elevator system at Gateway Park. Schindler is an industry leader in vertical transportation systems with 140 years of experience and over 60,000 employees globally. As our customer, you can be certain the new elevator system will incorporate state of the art technology with the support and expertise to ensure reliable and safe operation for the life of your elevator equipment. Schindler is proud to be the worldwide leader in escalators and the second largest installer of elevators globally. We move over one billion people per day on Schindler elevators and escalators. We are proposing Schindler's Elevator system for your property. This system's benefits are detailed in the following proposal. Safety is the top priority for Schindler in everything we do. You can be assured Schindler provides products that meet the most stringent safety requirements in the industry. Our employee and public safety programs are of utmost importance and are non-negotiable items for each and every Schindler employee. Our sustainability over the past 140 years is a result of our commitment to customer service, innovation and service excellence. Schindler Ahead, our predictive analytics platform, which is now available with each Schindler controller, is our continued commitment to leadership in innovation and customer service. We thank you, again, for this opportunity and we look forward to discussing our proposal with you at your earliest convenience. You can reach me on my phone at (786) 831-1398 or email at Lenore.Sutton@schindier.com. Best regards, Lenore Sutton Schindler Elevator Corporation 3260 Meridian Parkway Weston, FL 33331 Schindler Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Aff Leadership through service Schindler's company vision, "leadership through service," serves as our guiding principle throughout each customer relationship. To achieve that vision, employees throughout our organization put these values into practice every day: ❑ As a premier total service company, we at Schindler live values that provide our customers with outstanding service as well as world class products. ❑ We are passionate service providers to both our internal and external customers. ❑ Every business process is designed to best serve our customers. Throughout our history, Schindler has strived to demonstrate these values on every project. We now look forward to continuing our partnership with our modernization package offer. We are committed to providing you with industry leading products with an option for a payment plan over time* that builds from our long-term commitment to you as our customer. The Schindler management and engineering team has developed this project plan to provide you with an overview of our approach to make your property a successful project. * Subject to proper credit approval. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Aff Obsolescence Challenges All mechanical and electrical components wear with use over time. For this reason, we only see automobiles over 25 years old in the classic car grouping. The computer age brought us great advancements which have accelerated rapidly over the past 10 years pushing many older computer technologies to the side. In similar fashion, elevators over 25 years old face these same challenges. The above noted mechanical and electrical systems over 25 years old pose many of the following issues: • Reliability Challenges • Higher maintenance costs • Limited or rebuilt only parts availability • Higher potential liability exposure • Higher operating costs AV Schindler's Unique Offer Schindler values our relationships with all our customers and works to provide creative solutions to our customers which benefit both the customer and Schindler. Our traction elevator modernization package offer is one such unique opportunity for Schindler to partner with you, our customer. We understand the cost of an elevator modernization along with the other building cost upgrades required with a modernization can be a serious burden on a property 60- or72-month payment options for those with approved credit. Schindler TX package provides an industry leading control and drive system, greatly improved energy efficiency, reliability and ride quality. © COPYRIGHT 2019 1 ALL RIGHTS RESERVFD Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 /Hydro Package will provide: Enhanced performance and reliability Ensures a higher level of passenger satisfaction with a smoother riding experience Greater sustainability and efficiency Delivers cutting-edge technologies to significantly reduce energy consumption and costs Improved safety and code compliance Employs the latest equipment designs with advanced safety features. Improved performance and reliability Enhance yrrur elevator's perfont npee, idLi 3illty and safety beyond It, of ulnal spedficatlons whh a comptote Sdiindler HXpress hydiadic modernization. SdilodfarHXprom Standud hdoge RNPAr Mkonk'contrOba 1� C"roporaWr t] = Inwlod% donors and a ;nnhM Hap 1kMQa and car atatlon tFj Hoh!wayand madrw raomwlnrg ID Sart Staathnaltartor = Vragard' L hoht cu laha Galtaprnrlmal QSt4Wft mfbarina1ingSy619m �P 10 0= = ftartor�ravodagunit1� . WAYcomponoolt 3 (a .:. 4 = stNndyr (koti romato waltrOg xmtdluen Avallabfeoptlalat suhrearethpmot vaA xllh hurh kla natio rupFtouut tt]I wola i - tarkhoata .. card rpadorprmlllara = toxag r y fhxrar f,l) w«k t«wJe l- I! �♦ `� 1. �..'? _.. fa�will,d Apptltatfan tango acaro W10t50rara - . Cdpa61Y-�1 Fiord t�4i4apm�?trnrra �I. P4dk W Wtosarp GraupaB9 gormanmua IU Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 /Schindler Advantage Safety & Reliability • Leveling accuracy within 1/8 inch of floor landing. • Speed and unintended movement detection inhibiting the elevator motion when out of code allowable limits. • Closed loop door controls ensuring safe and smooth door operation within code limits. Control & Drive • Market leader hydraulic package in North America for over 15years. Parts support and technical expertise can be assured for many years into the future. • Soft Start Kit reduces power surge and power consumption. Hush Kit reduces sound level from power unit. Fixtures • Durable vandal resistant, aesthetically pleasing fixtures with LCD displays. Door Operation • Minimal moving parts mean higher reliabilityand less maintenance. • No lubrication means less problems due todust and lint accumulation. • Less moving parts and closed loopfeedback equal smoother and quieter performance. • Robust motor design means our system will perform to standards under all door conditions. Schindler Ahead • All units equipped with Schindler Ahead advanced diagnostics. Diagnoses problems quicker with predictive maintenance platform. Action Board mobile reporting for the customer. • Digital Alarm available to replace more expensive 24-hour emergency monitoring services. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 AW The Internet of Elevators & Escalators CONNECTING THE DOTS. Imagine a platform where all involved parties are connected and necessary information is shared in real-time. Schindler Ahead connects equipment, customers, passengers with Schindler Contact Centers and technicians via its digital closed-loop platform. Schindler Ahead is included as part of your modernization package. See Terms and Conditions within this proposal for details. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Your property will be maintained by the most highly trained men and women in the industry, who are armed with leading- edge technology and a culture of service excellence. AW Global support As a global enterprise, Schindler service technicians are at work in more than 140 countries on five continents. A substantial research and development effort support their continued effectiveness, bringing new safety and performance innovations to market. Employing best practices in manufacturing helps to ensure Schindler technicians are servicing the industry's highest quality systems. AW National support If an elevator needs unscheduled service, customers across the country simply call the Schindler Customer Service Network. The technician receives a message on FieldLink from the customer service representative, is alerted to the problem and responds with an estimated time of arrival. This information is immediately relayed to the customer. When systems are equipped with Schindler Remote MonitoringTM, technicians can be dispatched to the site to address subtle changes in performance, often before a problem ever develops. At the national level, Schindler also has product line, service and modernization engineers who coordinate their efforts to help ensure that the reliability built into Schindler's equipment is maintained through every stage of an elevator's life cycle. Their knowledge is shared with the technicians at the Center for Service Excellence that provides training, technical expertise and sales support in all areas of maintenance and repair for elevators, escalators and moving walks. As a pioneer in dedicated service for all brands of vertical transportation equipment, Schindler expertise is unmatched. The Center for Service Excellence is the premier service support center in the industry. AIF Regional support Schindler's Region Operation will continue to support the local organization. When unusual or complex situations arise, the Schindler service technicians can reach out to their regional service operations manager, field engineers and subject experts, who are always ready to provide in-depth technical assistance. They can support the technician with decades of maintenance experience covering all types of systems and brands of equipment. AV Local support Every Schindler service technician is equipped with FieldLinkTm a fully functional handheld PC, cell phone, dispatch device, troubleshooting tool, parts database and service manual all rolled into one. This amazing device gives technicians immediate access to the complete service history, special needs and repair routines for every piece of equipment they maintain. With the aid of an advanced interactive software program called OSCAR, technicians can quickly identify the most likely source of the problem and fix it right the first time. If necessary, they can even order parts right from the job site or request advanced technical support from a field superintendent and local adjuster. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 AV Overview of the Field Safety Program Schindler's Field Safety Program has been developed to provide our customers with the necessary information regarding our efforts to reduce accidents and maintain compliance with applicable safety regulations. The goals of Schindler's Field Safety Program are to reduce the incidence of workplace injuries and illnesses and maintain compliance with all applicable safety regulations. These goals are carried out through established company safety procedures and employee training. We continuously monitor the success of the Field Safety Program by tracking accident reduction efforts, workers' compensation accident costs, number of accidents, near miss analysis and employee training. Schindler maintains safety procedures/programs designed to ensure the success of the Field Safety Program. The following elements are included: N Guidelines for safe work practices $ Accident reporting and investigation procedures N OSHA Required Training Programs (i.e.: Fall Protection, Scaffolds, Hazard Communication, Electrical) $ Schindler Elevator Corporation safety training programs § Employee disciplinary procedures N Substance abuse testing guidelines N Subcontractor safety and insurance requirements $ Emergency and first aid procedures N New employee safety orientation $ Fire protection measures $ Personal Protective Equipment (PPE) requirements N Proper mechanical and manual materials handling $ Fleet safety policies andtraining N Guidelines for working in buildings where asbestos may be present N Schindler maintains written programs for Hazard Communication, Fall Protection, Confined Space, Lockout/Tagout, Respiratory Protection and Scaffolding and other OSHA -required training programs. Safety training Schindler maintains an on-going safety training program for all field employees to ensure that all have been trained in the safe execution of their work assignments. This training includes the following: $ Safe work practices i Recognition and abatement of unsafe conditions \ How to prevent common causes of accidents (i.e., back injuries) \ Hazard Communication/handling of hazardous materials Control of electrical hazards Proper materials storageand handling In addition to training received directly from Schindler, all field employees are provided training on safe work practices educational program (National Elevator Industry Education program). Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 With U.S. headquarters in Morristown, New Jersey, and Canadian headquarters in Toronto, Ontario, Schindler Elevator Corporation is the North American operating entity of the Switzerland -based Schindler Group. Schindler is one of the leading global manufacturers of elevators, escalators and moving walks. Schindler employs over 5,000 people in more than 250 locations in North America. Founded in 1874 in Lucerne, Switzerland, by precision engineer Robert Schindler, it is a closely held company and is listed on the Swiss stock exchange. Schindler manufactures, installs, maintains and modernizes mobility solutions for almost every type of building requirement worldwide. The company specializes in latest -technology engineering, as well as mechanical and micro -technology products designed and rigorously tested for comfort, efficiency and reliability. Schindler products can be found in many well-known buildings throughout North America, including office buildings, airports, shopping centers/retail establishments and specialty buildings 1 Billion , People moved every day Schindler 1874 Founded 100+ Goun nes" 1''000+,. ,. Branch Offices >59'000 Schindler People Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-DSPJUJ Page 11 of 31 Date 6/4/2024 Project Scope — Bank A Number of Units 1 Capacity Type Pixel Speed Unit Numbers 01 # of stops Jack Type Dual Jack Holeless # of openings Description of Work Type Machine Room Control and Power Unit Pixel Controller + Power Unit CUSTOM (Control, Power Unit, Valve, Pump, Pump Motor, Muffler, HFI, CFI, Hush Kit) Schindler Ahead Battery Lowering Oil Feed Line Oil Feedline - 2" (New Victaulic) Machine Room Wiring Other - In COP Door Operator Other Door Operator: Front GAL MOVFE - 1SSO Door Operator: Rear GAL MOVFE -1 SSO Clutch: Front Other - Surface Clutch: Rear #4 Stainless Steel Door Restrictors Door Gibs Door Fire Tabs Electronic Door Detector: Front 3D Door Detector (2019 Code) Electronic Door Detector: Rear 3D Door Detector (2019 Code) Hoistway Door Equipment Front & Rear Opening Door Tracks GAL - 1 SSO Door Hangers Pickup Assemblies Door Closers Door Panels Door Interlocks Door Sill Car and Hall Fixtures Code Compliant Main COP Other - Applied Car Position Indicator Other - In COP Car Lantern Other Hall Position Indication Other - In Hall Station Access Switch Other - Top & Bottom Hall Pushbutton Station Other - Surface Fixture Finish #4 Stainless Steel Emergency Light Emergency Communication Car and Hoistway Hoistway Wiring Traveling Cable + Hoistway Wiring Car Top Inspection Station and Work Light Other - POH Car Top Railing Front & Rear Opening Cab Fan Car Door: Front Car Door: Rear 2100 150 2 1 Front 1 Rear Option New New New New New New New New New New New New New New New Included Included Included Included Included Reuse New New New New New New New New New New New New New New New Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-DSPJUJ Page 12 of 31 Date 6/4/2024 Car Guides Slide Guides Spring Buffers Car Rails Cab Interior/Cab Shell Jack Assembly Packing All other systems and components not noted above will be reused and integrated into the new elevator system. Refurbish Reuse Reuse New Reuse Reuse Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 13 of 31 Date 6/4/2024 Project Scope - Bank B Number of Units 1 Capacity Type Pixel Speed Unit Numbers 02 # of stops Jack Type Dual Jack Holeless # of openings Description of Work Machine Room Control and Power Unit (Control, Power Unit, Valve, Pump, Pump Motor, Muffler, HFI, CFI, Hush Kit) Schindler Ahead Battery Lowering Oil Feed Line Machine Room Wiring Type Pixel Controller + Power Unit CUSTOM Oil Feedline - 2" (New Victaulic) Door Operator Door Operator: Front GAL MOVFE - 1 SSO Door Operator: Rear GAL MOVFE -1SSO Clutch: Front Clutch: Rear Door Restrictors Door Gibs Door Fire Tabs Electronic Door Detector: Front 3D Door Detector (2019 Code) Electronic Door Detector: Rear 3D Door Detector (2019 Code) Hoistway Door Equipment Door Tracks GAL = 1 SSO Door Hangers Pickup Assemblies Door Closers Door Panels Door Interlocks Door Sill Car and Hall Fixtures Code Compliant Main COP Car Position Indicator Car Lantern Hall Position Indication Access Switch Hall Pushbutton Station Fixture Finish Emergency Light Emergency Communication Car and Hoistway Hoistway Wiring Car Top Inspection Station and Work Light Car Top Railing Cab Fan Car Door: Front Car Door: Rear Other - Applied Other - In COP Other Other - In Hall Station Other - Top & Bottom Other - Surface #4 Stainless Steel Traveling Cable + Hoistway Wiring Other - POH Front & Rear Opening 2100 150 2 1 Front 1 Rear Option New New New New New New New New New New New New New New New Included Included Included Included Included Reuse New New New New New New New New New New New New New New New Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-DSPJUJ Page 14 of 31 Date 6/4/2024 Car Guides Slide Guides Spring Buffers Car Rails Cab Interior/Cab Shell Jack Assembly Packing All other systems and components not noted above will be reused and integrated into the new elevator system. Refurbish Reuse Reuse New Reuse Reuse Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 15 of 31 Date 6/4/2024 Related Work by Others Scope Included in Proposal Electrical Work • Furnish and install LED light fixtures in the elevator machine rooms. All lighting in the machine room shall meet 19 -foot candles in all areas. • Replace three-phase mainline disconnect in the elevator machine room. • Furnish and install electrical conduits and wires from the load side of the disconnect to the new elevator controller. • Provide auxiliary contacts for the battery lowering system to new disconnect • Replace cab lights disconnect, provide new conduits and wires from the load side of the disconnect to the new elevator controller. • Provide new GFCI convenience outlets in the Machine Room. • Provide new LED light fixtures in the elevator pit. All lighting in the pit shall meet 10 -foot candles in all areas. • Provide GFCI convenience outlets in the pits. • Provide proper "earth" ground to the new elevator control equipment • Re -use existing main feeders • Install new phone line conduit to elevator controllers • Label all disconnects with source ID • Permits, drawings and Inspections included Mechanical HVAC Work • Provide an air conditioning system in the elevator machine rooms capable of handling the heat loads for these elevators. • Install TWO (2) 1 Ton 12000 BTU'S mini -split units. • Install new drain and refrigeration lines with covers. • Install new condensing units with aluminum brackets and SS hardware. • Fire caulking all penetrations in machine room. • Traveling and lodging is included. • Permits, drawings, coordination and inspections included. General Contracting Work • Provide code compliance machine room door. • Waterproof pit. • Paint machine room ceiling, walls and floor. • Patch hoist way for code compliance. • Work to be perform under Elevator company master permit. Fire Alarm Work • Provide alarm initiating signal wiring to the elevator controller in the machine room that is separated into, (1) primary recall operation (2) secondary recall operation (3) flashing fire hat. • Provide all required code reviews, permits and inspection for a complete system that will initiate fire service recall as required by code. • Add a heat detector in the elevator pit next to sprinkler • Programing, testing and inspection of all new devices included Electrical/Mechanical Engineer Drawings • Survey project with electrical engineer to create electrical and mechanical drawings to pull elevator permit. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 16 of 31 Date 6/4/2024 Cab Interiors/Cab Shell Scope Included in Proposal Pre -Engineered Cab Shell/Interior for Two (2) Elevators: Cab Shell Information: • Capacity — 2100 LB • Front and Rear Opening • Single Speed Front and Rear Opening — 42" x 84" • Cab Height — 8' Furnish the following material to complete install by Schindler: • Cab Shell Walls: Side walls only- 304 Type Standard Satin Stainless steel, no raised panels. Shell walls are the final interior finishes. • Canopy: 12GA Galvanneal, includes sufficient stiffeners to increase rigidity, to be powder coated white • Escape Hatch Switch: Included. • Transoms: 304 Type Satin stainless steel • Fixed Front/Rear Returns: 304 Type Satin stainless steel to include cut out for C.O.P furnished. • Door Opening: 42" x 84" single slide, Front and Rear Cab Doors Door Core: 16ga galvanneal Door Face: Satin Stainless steel (316 Type for Cab doors only) • Ventilation: Forced: MVS -12 2 -speed exhaust fan. Stainless Steel Fan Cover, as required. Natural: lower wall punched ventilation slots, incorporated into 5WL final wall finish/Shell. • Ceiling — New Satin Stainless steel LED 6 Fixture ceiling, Round LED black trim bezels, Eyebeam 2923 K, Routed black painted reveals and escape hatch incorporated into ceiling face. Final finishes to be detailed on final drawings for approval. • Handrails - 3/8" x 2" each side wall only, Satin Stainless steel, Flat bar, ends returned. • Car Sills: Aluminum (2) • Sub flooring: required'/" marine grade plywood. • Finished Flooring: 1/8" Aluminum Diamond plate flooring included. • Any work to or for Platform is excluded. • Any work for steadying plates is excluded. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 17 of 31 Date 6/4/2024 Car and Hoistway Glass Door Panels & Tracks and Hangers Scope Included in Proposal DOORWAY: 42 X 84 TOTAL QTY: 8;4/CAR DOOR TYPE: SINGLE SPEED SIDE SLIDE LOCATION: 2 - FRONT; 2 - REAR DRAWINGS FOR APPROVAL ARE REQUIRED FLOORS CAR DOOR PANELS ONLY (1) F / (1) R: QTY 4 HOISTWAY DOOR DETAILS: - FLOORS: HATCH DOOR PANELS ONLY (1) FRONT / (1) REAR - QUANTITY:4 - DOOR PANELS: o SATIN STAINLESS STEEL COVER o ALL T316 STAINLESS STEEL CONSTRUCTION - DOOR CORE & SKIN - GLASS: (2) PIECES LAMINATE GLASS COMPLYING WITH RULE 2.11.7.2 - GIBS / PANEL: (2) GUNDERLIN STANDARD - LABEL: 'NONE - SIGHT GUARD: 'MATCH DOOR - THICKNESS: 1 1/4" THK HOLLOW METAL CORE - DRILLING: DRILLED & REINFORCED FOR GAL - MISCELLANEOUS/NOTES: o NON -UL LABEL DOORS o KEYHOLES NOT INCLUDED o (2) SETS OF DOORS PER ELEVATOR, (1) FRONT/(1) REAR o HIGH DOOR LAPS INCLUDED - TRACKS & HANGERS PROVIDED BY GAL CAR DOOR DETAILS: - FLOORS: CAR DOOR PANELS ONLY (1) FRONT / (1) REAR - QUANTITY:4 - DOOR PANELS: o SATIN STAINLESS STEEL COVER o ALL T316 STAINLESS STEEL CONSTRUCTION - DOOR CORE & SKIN - GLASS: (2) PIECES LAMINATE GLASS COMPLYING WITH RULE 2.11.7.2 - GIBS / PANEL: (2) GUNDERLIN STANDARD - LABEL: 'NONE - THICKNESS: 1 1/4" THK HOLLOW METAL CORE - DRILLING: DRILLED & REINFORCED FOR GAL - MISCELLANEOUS/NOTES: o (2) SETS OF DOORS PER ELEVATOR, (1) FRONT/(1) REAR o HIGH DOOR LAPS INCLUDED o APPROVAL DRAWINGS INCLUDED - TRACKS & HANGERS PROVIDED BY GAL THE FULL VISION GLASS DOORS HAVE 60% GLASS OF THE TOTAL VISIBLE DOOR PANEL SURFACE AND COMPLY WITH RULE 2.11.7.2. THE GLASS USED IS 3 -STEP CLEAR LAMINATED IN OUR HATCH DOORS AND CAR DOORS. SHOULD ANY ADDITIONAL MODIFICATIONS BE REQUIRED A CHANGE NOTICE WILL BE ISSUED. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 18 of 31 Date 6/4/2024 SCHINDLER AHEAD Your Schindler Modernization package comes enabled with Schindler Ahead. The Schindler Ahead Hardware provides remote connectivity to your equipment and will automatically notify us if any connected component or function is operating outside established parameters. When appropriate, we will communicate with you to schedule service calls. Monitoring will be performed 24/7 and will automatically communicate with our Customer Service Network using dedicated wireless cellular technology. Schindler will make every reasonable effort to maintain wireless connectivity. Schindler Ahead has three service tiers to fit your individual needs. The tiers are Connect, Enhanced, and Premium. As part of your service agreement, Schindler includes the Enhanced Package upon completion and turnover of the last unit with details as noted herein This cost is broken out as part of the total monthly maintenance cost of your service agreement. Connect — Schindler's Connect package provides wireless cellular communication from your equipment's controller to Schindler's data network. This allows the Schindler Cube to be connected to your equipment 24/7. Connect also provides access to the basic features of ActionBoard and ActionBoard Mobile, giving you real time information on your equipment. Enhanced — The Enhanced Package includes the features of Connect, plus access to Schindler's Elevated Support Professional (ESP) Team. This team analyzes information gathered by Schindler Ahead, which improves the reliability of your equipment and improves the response time. The ESP Team can alert you when a shutdown is detected, helps confirm issues remotely, and provides real-time ETAs for technicians en route. With these enhanced diagnostics, we can guarantee that you will not be charged for Running on Arrival calls. Under the "No Running on Arrival Guarantee," Schindler will fully cover the cost of any callback related to the following situations: Elevator or Escalator Running in normal operation, or running under any of the following special services modes: Independent service, Fireman's service (Phase I or Phase II), or Inspection operation. All other callbacks will be billed as outlined in the service agreement. Premium — The premium package is our top tier and was created for customers requiring the most comprehensive level of service. Our premium package offers the highest level of functionality and support. The Premium tier also includes concierge level assistance for all of your service needs. The Enhanced Package and Premium include access to Schindler ActionBoard and ActionBoard Mobile, which are communication technologies that provide access to real-time information about your equipment. Some of the available information includes: performance history, reports, push notifications, service call records, unit profiles and more. Additionally, Schindler Ahead enables the option to add Digital Alarm, a cellular emergency phone monitoring service, to any tier. This service includes a reliable cellular connection that allows incoming and outgoing emergency calls from the elevator cab and eliminates the need for a traditional analog phoneline. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 19 of 31 Date 6/4/2024 Work by Others The owner will provide the following requirements based on ANSI A17.1 Code, the governing code, except when applicable codes conflict with ANSI A17.1 Code. Rules referenced are ANSI A17.1 Rules. Hoistway 1. Provide 75 -degree bevel guards on all projections, recesses or setbacks over two inches, except for the loading or unloading side. Rule 100.6. 2. Provide pit light and GFI outlet. Light switch to be located adjacent to each pit entrance. 3. Provide a legal hoistway inclusive of ventilation and shaftway bevel guards, as required. 4. Cutting and patching walls and floors. 5. Provide a pit access ladder for each elevator, where required. 6. Provide a lockable, self-closing, fire -rated pit door, where required. 7. Hoistway venting or pressurization to prevent accumulation of smoke and gas, as required by Local Building Code. Machine Room Enclose/relocate all non -elevator oriented conduit, ducts and drains from elevator machine room, where required in the machine hoistway and/or pit. Enclosures, when used, need to be two-hour rated. 2. Provide means to regulate control room temperature and humidity between 55° F and 90° F with relative humidity no more than 85% non -condensing. Peak equipment heat release is a minimum of 6,000 BTU/Hour/Unit (maximum = 9,000 BTU/Hour/Unit) for a Hydraulic unit. 3. Provide machine room smoke/heat detector as required by regulation. In the event sprinklers are anticipated within the machine room area, means to remove primary power prior to the application of water must be provided as required by code. 4. Provide new electric wiring from the present disconnect switches to the terminals of the new elevator controllers in the new locations, inclusive of a normal/standby 120 VAC, 15 AMP supply at each controller. 5. Provide connection at the first elevator controller for fire recall operation, where auto -recall is needed to respond to a life safety/fire alarm system. 6. Provide proper lighting in the elevator machine rooms within the vicinity of every controller and mainline disconnect per code requirements. 7. Provide a fused disconnect switch or circuit breaker and a light switch adjacent to the lock jamb -side of the machine room door for each elevator location, per the National Electric Code. Rule 210.5 and NFPA No. 70 Rule 620-51. Provide auxiliary disconnects, as required, based on the elevator contractor's drawings. 8. Provide copper wire feeder and branch wiring circuits to the controller, including a main line switch and convenience outlets. 9. Provide a telephone outlet near an elevator controller in each machine room. 10. Provide a self-closing and locking access machine room door. 11. Provide an "ABC" fire extinguisher. 12. Interfacing to and updating the existing fire life safety systems to meet current code requirements. Docusign Envelope ID:41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 20 Of 31 Date 6/4/2024 13. A separate 20 amp circuit will be provided if tank heater is provided with the elevator. 14. Hxpress oil coolers / heaters need to be on a dedicated circuit. General Requirements 1. Provide sufficient space for storage of materials on site throughout the duration of the modernization. 2. Provide clear floor space to be used as a work area. 3. If not presently outfitted, each elevator lobby should be equipped with smoke detectors, which can be used to initiate automatic fire recall. Actuation from water flow sensing or the general building alarm may require special approval. 4. Paint new or modified hoistway equipment to match building aesthetics, as required. 5. Provide building signage and floor designations related to other building systems, as required. 6. Provide building corridor lighting sufficient for illumination of elevator landing sills, as required by code. Electrical Requirements 1. The permissible voltage drop for elevator feeders shall not exceed 3% between the service delivered to the building and our supply terminal. 2. All three legs of the three-phase feeder must be hot with respect to ground and balanced to each other with no more than a 5% variation between individual legs. 3. The maximum permissible voltage variation measured in the machine room under all operating conditions shall not exceed plus or minus 10% of the nominal building supply power source voltage. 4. A 20 -amp, single phase, 110VAC, dedicated circuit with a duplex receptacle for the oil heater unit. 5. FOR EMERGENCY POWER OPERATION OF ELEVATOR(S): (when required) A. Provide an emergency generator that has the same voltage characteristics as the normal power supply. It should also have the capacity to deliver sufficient power to the main line disconnect switches in the elevator machine room for operating the specified number of elevators used during an emergency at full speed and full load. B. Provide an automatic transfer switch, or switches, for transferring power from normal to emergency power and back again. 6. EMERGENCY POWER OPERATION SIGNAL - The following separate indicating signals will be required from the automatic transfer switch to the machine room communication unit for each group of elevators. A. One dry contact to close on emergency power and open on normal power. Provide two #12 AWG wires. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-DSPJUJ Page 21 of 31 Date 6/4/2024 B. Provide one normally open dry contact (pre -transfer) to close 30 to 60 seconds prior to transfer to emergency power or back to normal power. This contact should reopen immediately after actual transfer of power. This is to prevent transfer of power while an elevator is moving, which can occur during the return to normal power or on an operating test. Provide two #12 AWG wires. Note: When operating elevators on emergency power, a means of absorbing the regenerative energy may be necessary and shall be provide by others. It is required that the car light, the fan circuits, ascending car protection circuit and the intercom circuit (if supplied), be set to operate from the emergency power supply in accordance with the building code. The SCCR rating of elevator equipment is 5000 Amps, contractor to ensure that the available fault current of the building supply at the service switch does not exceed this value (Per NEC 110.10). Contractor to include a label (please see figure 2- Available Fault Current Label Example) that identifies the Max Available Fault Current onto Disconnect. A. See Note 1 of Figure 2, Available Fault Current Labelling Diagram. In addition, we require a hard copy of the manufacturers Fuse Chart and rating verifying the available fault current meets requirements. B. Per NEC 110.24, the service switch should be legibly marked with Apparent RMS Symmetrical fault current supplying the Elevator Equipment. **See note 3 of AVAILABLE FAULT CURRENT RATING LABELLING DIAGRAM. NETWORK CONNECTION REQUIREMENT FOR TWO-WAY VISUAL COMMUNICATION DEVICE (A17.1-2019 / B44-19 or IBC 2018) A. Where the elevator rise is 18m (60 ft) or more, or seismic operation is provided according to A17.1-2016 or later requirements, a single RJ45 wired Ethernet communications circuit shall be provided by the building. This Ethernet connection shall be located in the machine room associated with the Elevator Control Visual Alarm Box for the master elevator group. B. Where the elevator rise is below 18m (60ft), and seismic operation is not provided according to A17.1-2016 or later requirements, separately wired RJ45 Ethernet communications circuits, one per elevator group, shall be provided by the building. This Ethernet connection shall be located in the machine room associated with each Elevator Control Visual Alarm Box. C. The network must have enough bandwidth for connecting to multiple elevators and displaying a series of images with adequate resolution to identify the presence and general condition of passengers in the elevator. The recommended minimum upload speed is 0.5Mb/s per elevator connected to the communication system. Note that networks are commonly rated by their download speed with a lower upload speed. D. The communications circuit shall originate at the Elevator Control Visual Alarm Box, part of the two-way visual communication device designed by Schindler and terminate at the building WAN internet equipment routed via a 1" conduit. E. This internet connection is required to have an un -interruptible power supply for a duration of 4 hours to allow for the Visual Communication Device to function if building power is lost. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-DSPJUJ Page 22 of 31 Date 6/4/2024 From Building Electrical Distribution Panel Note 1 - Available Fault Current before disconnect Label must show Available Fault Current at Primary of Disconnect Note 2 - Local Electricial Contractor must provide proof of building Available Faui Current Calculations, Manufacturer and model of fuse with supporting fuse charts to show compliance of NEC Code upon request. Note 3 - Available Fault Current after mitigation to be Labeled -Apparent RMS Symmetrical Fault Current" at Secondary of Disconnect. Must not exceed Elevator Equipment rating of 5k SCCR. To Elevator Equipment FIGURE 1: AVAILABLE FAULT CURRENT RATING LABELLING DIAGRAM Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 23 of 31 Date 6/4/2024 Price and Payment Terms 1. Our price for the work proposed is as noted below including appropriate tax and will be added to the invoice/billings. This price is firm for 30 days, and thereafter subject to change without notice. Total Price including applicable taxes: $743,018.00 Controller & Power Unit $ 38,268.83 Car Items $ 4,521.44 Door Operator $ 16,640.89 Car Equipment $ 37,995.51 Landing Door Equipment $ 3,969.31 Hoistway Equipment $ 4,217.91 Hall & Car Fixtures $ 15,602.55 Pit Equipment $ 3,307.30 Sundries, Hardware, Tooling $ 4,348.38 Subcontracting Work $ 73,452.85 Shipping & Handling $ 8,963.23 Material Total $ 211,288.20 1 Total Labor 1 $ 109,641.80 1 Glass Doors, Tracks, Hangers 1 $ 49,038.00 1 Controller & Power Unit $ 38,268.83 Car Items $ 4,521.44 Door Operator $ 16,640.89 Car Equipment $ 37,995.51 Landing Door Equipment $ 3,969.31 Hoistway Equipment $ 4,217.91 Hall & Car Fixtures $ 15,602.55 Pit Equipment $ 3,307.30 Sundries, Hardware, Tooling $ 4,324.38 Subcontracting Work $ 73,452.85 Shipping & Handling $ 8,963.23 Material Total $ 211,264.20 I Total Labor 1 $ 112,747.80 1 Glass Doors, Tracks, Hangers 1 $ 49,038.00 You agree to the following payment schedule for the lump sum option: — Initial Invoice: 35% of the price quoted above upon execution of this Contract; — Material Invoice: 25% of the price quoted above; — Progress Invoice: 95% of the remaining balance to be paid in monthly installment for labor installation. — Final Invoice: Final payment within 30 days of completion of the work. All invoices, including final invoice are payable within 30 days of application. Any late or overdue payments will bear interest at the rate of 1 '/2% per month. Attorneys' fees and other costs of collection will be included in the event that we must pursue legal action for payment or in the event that you are otherwise in breach of this contract. We will not release to manufacture until the above initial invoice is paid. We will not schedule on-site work until the above progress invoice is paid. We will not turn over equipment prior to receipt of 95% of the price for the work inclusive of change notices. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-DSPJUJ Page 24 of 31 Date 6/4/2024 *2. Schindler understands the costs for capital improvement can put a strain on a property's budget. Schindler has partnered with leading Finance organizations in an effort to help our clients sort through the best options to fund these capital improvements. We have simplified the process so all private financial information as well as future payments are handled between the Finance organization's representative and our client. Schindler facilitates the transaction and only requires a new 5 -year maintenance contract as part of the agreement. Financing option is subject to credit check and approval. Often times there are other building components which require upgrade due to the upgrade of the elevator system. These costs can be rolled into the total finance package with the lender. If for some reason our contract is cancelled prior to the 60 -month term all remaining balances become due immediately. *Monthly finance payment is an approximation and will be finalized following the credit check and contract. Your sales representative, Lenore Sutton, will be happy to facilitate the process moving forward if you are interested in our financing option. The finance credit approval form can be found attached to this document. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-DSPJUJ Page 25 of 31 Date 6/4/2024 General Terms and Conditions The price quoted in Article 1 above is based upon all the work being performed during our regular working hours of regular working days. If overtime is required, the additional price usually charged by us shall be added to the contract price. Your advance approval in writing is required before we will schedule or perform any overtime work. 2. The equipment furnished hereunder remains personal property and we retain title thereto until final payment is made, with the right to retake possession of the same at the cost of the Purchaser if default is made in any of the payments, irrespective of the manner of attachment to the realty, the acceptance of notes, or the sale, mortgage or lease of the premises. The completion of the work as covered by this Agreement or acceptance thereof shall constitute a waiver by you of all claims for loss or damage due to delay. It is also understood and agreed that we shall not be liable for the condition, design, application or compliance with acceptable codes of any equipment not furnished under this Agreement or for the omission of any work or equipment not covered by this Agreement. We reserve the right to remove and retain all equipment that has been replaced or new materials not used in construction. 4. Schindler reserves the right to furnish its most modern of equipment and no statements contained in this contract are to make it obligatory for us to furnish equipment, the design of which has been discontinued or supplanted by new standards or codes. 5. All previous communication between us, whether written or verbal, with reference to the subject matter of this Agreement, is hereby abrogated, and this contract when duly accepted and approved constitutes the agreement between us, and no modification of this agreement shall be binding upon the Purchaser or Schindler, or either of us, unless such modification shall be in writing, duly accepted by the Purchaser and approved by Schindler. The contract date shall be the date of approval by Schindler. 6. The Purchaser is to provide suitable connections from the power mains to the controller, together with any cutouts, line switches, phase reversal or lightning arresters, and any other such components as that may be necessary to meet purchaser and/ or local code requirements. Any changes in the building required to meet any local or state building or electrical codes are to be made by the Purchaser. Any cutting or patching necessary for the installation of equipment furnished under this contract shall be done by the Purchaser. Schindler shall not under any circumstances be liable for any redecorating that may be necessary upon the completion of its work. No work or service other than that specifically mentioned herein is included or intended. Such work by others must be coordinated by Purchase with Schindler in order to avoid delays to Schindler's work. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 26 of 31 Date 6/4/2024 8A. It is expressly understood, in consideration of the performance of the service enumerated herein at the price stated, that nothing in this agreement shall be construed to mean that Schindler assumes any liability on account of injury or damage to persons or property, except to the extent directly and solely due to the negligent acts or omissions of Schindler or its employees; and that the Purchaser's responsibility for injury or damage to persons or property while riding on or being in or about the equipment referred to is in no way affected by this Agreement. Schindler shall not be responsible or liable for any loss, damage, detention or delay caused by labor trouble, strikes, lockouts, fire, explosion, theft, lightning, windstorm, earthquake, floods, storms, epidemics, pandemics, riot, civil commotion, malicious mischief, embargoes, shortages or 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 the Purchaser's or Schindler's suppliers, orders or instructions of any federal, state or municipal government or any department or agency thereof, Act of God, or by any cause whatsoever beyond its reasonable control. Dates for the performance or completion of work shall be extended to the extent of such delays. 8B. Purchaser agrees to defend, indemnify and hold Schindler harmless from and against any claims, lawsuits, demands, judgments, damages, costs and expenses arising out of this Agreement except to the extent caused by or resulting from the established sole and direct fault of Schindler. 8C. We reserve the right to modify price and schedule without penalty due to material or component shortages. 8D. We will not be liable for damages of any kind, whether in contract or in tort, or otherwise, in excess of the price of this Agreement. We will not be liable in any event for special, indirect, liquidated 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. Schindler guarantees that the equipment furnished hereunder will comply with the foregoing specifications and if promptly notified in writing will, at our expense, correct any defects in such equipment occurring within one year from the date of completion or acceptance whichever occurs first, which are not due to ordinary wear and tear or improper use, care or maintenance. The correction of such defects constitutes the limit of our responsibility. THERE ARE NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, OTHER THAN OF TITLE. The equipment installed under this agreement requires maintenance service, such as periodic examinations, lubrication and adjustment by competent elevator mechanics. Our guarantee is not intended to supplant this normal servicing of the equipment and it is not to be construed that we will provide free maintenance service of this type, except as may be provided under other provisions of the contract, or that we will correct, without charge, breakage, maladjustment or other troubles occurring as a result of improper or inadequate maintenance. 10. We will defend any suit or proceeding brought against you so far as based on a claim that any equipment, or any part thereof, furnished under this contract constitutes an infringement of any patent of the United States, provided that such equipment or part is not supplied according to your design, and it is used as sold by us, if notified promptly in writing and given authority, information and assistance (at our expense) for the defense of same, and we shall pay` all damages and costs awarded therein against you. In case said equipment or any part thereof is in such suit held to constitute infringement and the use of said equipment or part is enjoined, we shall at our own expense either: procure for you the right to continue using said equipment or part; or replace same with non -infringing equipment; or modify it so it becomes non -infringing; or remove said equipment and refund the purchase price and the transportation and installation costs thereof. The foregoing states our entire liability for patent infringement by said equipment or any part thereof. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 27 of 31 Date 6/4/2024 11. Purchaser will have the hoistways and machine room in safe and proper condition and the proper electrical current available as indicated on our attached schedule. Purchaser will also provide adequate access for delivery and a dry protected place for storage of equipment. Storage requirement of a minimum of 150 sq ft will be required for this project. If storage constraints force double handling of equipment, we will be compensated by you for all additional costs for labor and materials to overcome such obstacles at our standard billing rate. If the locations where the work is to be performed are not ready or are unsafe, we reserve the right not to begin or to discontinue the work. If adequate storage is not available, we will be compensated for all storage costs, as well as costs for demobilization and remobilization if necessary. If completion of our work is delayed beyond our control and the following date: December 31, 2024, our price will be increased in proportion to any additional costs to complete, including but not limited to labor rate increases, component material price increases, storage costs, demobilization and remobilization expenses and the like. 12. Should latent or concealed conditions be encountered in the performance of the work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Contract Documents, or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature differing materially from those ordinarily encountered and generally recognized as inherent in the work of the character provided for in this contract be encountered, the contract price and time shall be equitably adjusted by change order upon claim by either party made within 20 days and after the first observance of the conditions. 13. 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 will deactivate and remove if the Agreement is terminated. 14. Our bid is based on reusing existing components as is in regard to seismic conditions except as herein noted. Any required changes to existing components resulting from seismic requirements will need to be bid separately. Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-DSPJUJ Page 28 of 31 Date 6/4/2024 15. You agree to pay, as an addition to the price stated herein, the amount of any federal excise tax, state and local sales, use or transaction tax, or increase of any tax, or similar charges based upon the sale, use, ownership or possession of materials and/or equipment imposed by any law enacted after the date of this proposal, or imposed upon you by any existing law. In the event of legislative change to the applicable tax rates, including but not limited sales tax, use tax, excise tax, privilege tax, transaction tax and similar charges, Supplier reserves the right to adjust the contract price accordingly. In the event the customer claims an exemption from sales and/or use tax the customer shall provide a valid executed exemption certificate In the event you claim an exemption which Supplier accepts in good faith and it is later determined by a taxing authority that such exemption does not apply, Schindler reserves the right to adjust the contract price to reflect the change. Customer shall pay any penalty, interest, additional tax, or other charge that may be levied or assessed as a result of the delay or failure, caused by the Customer, to pay any tax or file any return or information required by law, rule or regulation or by this Agreement to be paid or filed by Supplier. If either Party is audited by a taxing authority or other governmental entity in connection with taxes under this Taxes Section, the other Party shall reasonably cooperate with the Party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously. In the event of governmental changes to applicable tariffs, Schindler reserves the rights to adjust the contract price accordingly to account for all additional cost impacts. We reserve the right to modify price and schedule without penalty due to material or component shortages, increases in inflation and/or material price increases based upon the S&P Material Price Index (MPI). 16. We are not responsible for the removal of any hazardous materials. We will take possession, remove, and dispose any elevator equipment not being reused. 17. Schindler reserves the right to make technical modifications - in conformity with technological progress and/or safety regulations - to the products and/or to replace the components with components of equal or superior quality at any time until delivery and without further notice. Docusign Envelope ID: 41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 29 of 31 Date 6/4/2024 18. In the event of any change to the applicable code, after the date of this proposal that may affect this installation, you agree to pay Schindler any additional costs and provide the necessary extension of time to comply with the code change. 19. Schindler warrants that the work supplied hereunder will comply with the specifications and that there will be no defects in materials and workmanship for one year after completion of the work or acceptance thereof by beneficial use, whichever is earlier. The equipment furnished and installed under our Agreement requires maintenance service, such as periodic examinations, lubrication and adjustment by competent mechanics, specially trained to service said equipment. Our guarantee is not intended to take the place of this normal servicing of the equipment, and it is not to be construed that we will provide maintenance service of this type, without charge, except as may be provided in our contract, or that we will correct, without charge, breakage, maladjustment or other issues arising out of maintenance provided by others. Schindler's sole duty under the warranty is to correct the nonconformance or defect at Schindler's expense within a reasonable time after the receipt of notice. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Purchaser's remedies hereunder are exclusive. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 30 of 31 Date 6/4/2024 Schindler Elevator Corporation By: Lenore Sutton (Signature) Accepted: By: (Signature) Date: (Full legal name of Purchaser) V Principal or Owner V Agent for Principal or Owner: (Title) (Name of Principal or Owner) Approved: Schindler Elevator Corporation EDocuSigned by: Y• �lAI1fA�/l. ���f7 (Signature) 12/13/2024 Date: Docusign Envelope ID:41F63DOF-3BC8-4149-8618-1BBEEF49D6F7 Subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 31 of 31 Date 6/4/2024 Financing Credit Application APPLICANT INFORMATION: Business Name Title Contact Street Address City City State Zip Phone SS# Years in Business Nature of Business Own Business Property Zip _ Rent Business Property (Landlord, Phone #) _ Proprietorship _ Partnership _ Corporation _ Limited Liability Corp. INFORMATION ON PRINCIPAL(S): Name Title SS# Street Address City State Zip Name Title SS# Street Address TCity State Zip MK REFERENCE: Name of Bank Contact & Phone # Acct # TRADE REFERENCE(S): Supplier City/State Phone # Contact / Acct # Supplier City/State Phone # Contact / Acct # AUTHORIZATION: By submitting or signing and faxing the above application, you certify that the information provided in this credit application is accurate and complete and you authorize Schindler Elevator Corp, its successors and/or assigns to obtain information from the references listed and obtain a consumer credit report that will be ongoing and relate not only to the evaluation and/or extension of the business credit requested, but also for purposes of reviewing the account, increasing the credit line on the account (if applicable), taking collection action on the account, and for any other legitimate purpose associated with the account as may be needed from time to time. The individual signing or submitting this application further waives any right or claim, which such individual would otherwise have under Fair Credit Reporting Act in the absence of this continuing consent. SIGNATURE OF APPLICANT: DATE ECOA NOTICE (TO BE RETAINED BY APPLICANT): Your business credit application will be reviewed carefully and a decision will be rendered promptly. If your business credit application is denied, you have the right to a written Statement of the specific reasons for denial. To obtain a statement, please contact us within 60 days from the date that you are notified of our decision. We will send you a written statement of the reasons for denial within 30 days of your request. NOTICE: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, gender, marital status, age (provided applicant has the capacity to enter into a binding contract), because all or part of the applicant's income derives from any public assistance program; or because the applicant has, in good faith, exercised any right under the Consumer Credit Protection Act. The federal agency that administers our compliance with this law is the Federal Trade Commission, Equal Credit Opportunity, Washington, DC 20580. Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 subject Schindler Elevator Modernization Proposal - LSUN-D5PJUJ Page 32 of 31 Date 6/4/2024 Modernization Invoice Application No. 1 Bill to: Ship to: Company Gateway Park Gateway Park Invoice Date: 6/4/2024 Address 151 Sunny Isles Blvd 151 Sunny Isles Blvd Invoice Number: LSUN-D5PJUJ 273,743.47 Sunny Isles, FL 33160 260,056.30' City Sunny Isles 0 0 State FL Current Application 273,743.47 Zip 33160 260,056.30 Billing Terms Contact Name Progress Bill Terms: Net Due 30 Days Agent for Final Bill Terms: Net Due 30 Days Progress Billing — Elevator/ Escalator Installation Contract Amount 743,018.00 Work Value Retention Net Due Total Work Completed 273,743.47 13,687.17 260,056.30' Less Previously Billed 0 0 0.00 Current Application 273,743.47 13,687.17 260,056.30 "THIS INVOICE IS SUBJECT TO REVISION BASED ON FINAL CONTRACT PRICE All Invoice / Payment / Contact Questions to: Sales Rep Name Lenore Sutton Office Name 6640 Phone Number Remittance Schindler Elevator Corporation PO Box 70433 Chicago, IL 60673-0433 Please return this portion with your payment If paying electronically, please provide the invoice number with your remittance Payer: Gateway Park Invoice Number: LSUN-D5PJUJ 151 Sunny Isles Blvd Invoice Date: 6/4/2024 Sunny Isles, FL 33160 Invoice Amount: 260,056.30 Remit To: Schindler Elevator Corporation PO Box 70433 Chicago, IL 60673-0433 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment C SCHINDLER ELEVATOR CORPORATION 17 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Schindler Elevator Corporation 501 East Las Olas Blvd, Suite 200/300 Fort Lauderdale, FL 33301 September 6, 2024 Gateway Park 151 Sunny Isles Blvd Sunny Isles, FL 33160 Subject: Modernization Schedule of Values Dear Mr. Todd Nobles, Enclosed is the schedule of values for this project based on the contract price and approved change notices. Please note the final retention amount of $37,150.90 will be due as noted in the contract provisions. Material Payment shall be issued upon inspection and approval from the city. Should you require any additional information please feel free to contact me. Thank you for your continued partnership. Sincerely, Schindler Elevator Corporation Lenore Sutton Modernization Sales — South Florida Page I 1 Gateway Park Gross Billing Retainage Net Invoice Invoice Type Date $273,743.47 $13,687.17 $260,056.30 Down Payment 10/15/2024 $185,754.50 $9,287.73 $176,466.78 Material Payment 3/1/2025 $47,253.34 $2,362.67 $44,890.67 Labor Month 1 4/1/2025 $47,253.34 $2,362.67 $44,890.67 Labor Month 2 5/1/2025 $47,253.34 $2,362.67 $44,890.67 Labor Month 3 6/1/2025 $47,253.34 $2,362.67 $44,890.67 Labor Month 4 7/1/2025 $47,253.34 $2,362.67 $44,890.67 Labor Month 5 8/1/2025 $47,253.33 $2,362.67 $44,890.66 Labor Month 6 9/1/2025 $37,150.90 Final Retainage 10/1/2025 $743,018.00 $37,150.90 $743,018.00 Sincerely, Schindler Elevator Corporation Lenore Sutton Modernization Sales — South Florida Page I 1 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment D SCHINDLER ELEVATOR CORPORATION 18 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 SUNIJY SF S OP CONTRACTOR ANTI -BOYCOTT CERTIFICATION S FLOA` CtY of SUN 'HO 40 [PURSUANT TO FLORIDA STATUTE § 215.1351 I, Meagan Rivero , on behalf of Schindler Elevator Corporation , Print Name Company Name certifies that Schindler Elevator Corporation does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Terrorism Sectors List; and 5. Has not engaged in business operations in Cuba or Syria. FAk DocuSlgned by: t,A fA& K"b Signature . General Manager Title 12/13/2024 Date Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment E SCHINDLER ELEVATOR CORPORATION 19 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 E -Verify Affidavit Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E - Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E -Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e-verify.gov/emplovers/enrolling-in-e-verify) and follow the instructions. The contractor must, as usual, retain the 1-9 Forms for inspection. By affixing your signature below you hereby affirm that you will comply with E -Verify requirements. Schindler Elevator Corporation Company Name rDocuSigned by: Nt" 12/13/2024 e�ro"rO"&N" ure Date Meagan Rivero General Manager Print Name Title 34-1270056 Federal Employer Identification Number (FEIN) Sworn to and subscribed before me on this this 13th day of By Meagan Rivero 0 Is personally known to me ❑ Has produced identification (type of identification produced: /1 GLC'�lt'L� Si ature of Notary Public Jason Kucine 9/22/2026 Print or Stamp of Notary Public Expiration Date December 2024. ------------- Notary Public State of Florida Jason Kucine My Commission HH 315078 Expires 9/22/2026 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment F SCHINDLER ELEVATOR CORPORATION 20 Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 Q SUNNY IS O e� 7 u- x F •FLOP v `'rr ov SUN PN4 Affidavit of Compliance with Anti -Human Trafficking Laws City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947-0606 The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of perjury, as follows: 1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. (Source: § 787.06 (13), Florida Statutes — Human Trafficking). 2. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: 12/13/2024 Entity: Schindler Elevator STATE OF Florida COUNTY OF Miami -Dade 1D,ocu,SSign'eAd-by, 2024 Signed:""""D"^vu,VD Name: Meagan Rivero Title: General Manager The foregoing instrument was acknowledged before me, by means of 9 physical presence or ❑ online notarization, this 13th day of December 20 24 by as for , who is personally known to me or who has produced as identification. Notary Public Signature: Notary Public State of Florida AL Jason Kucine �1PAMI My Coirunissiou HH 315078 Expires 9/22/2026 Print Name: Jason Kucine My commission expires: 9/22/2026 a t.#L� �}��` 4F SkMK IhiS� City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Fabricio Volpi, Public Works Director DATE: September 19, 2024 RE: Approval of an Agreement with Schindler Elevator Corporation for the Gateway Park Pedestrian Bridge Elevators to Add Glass Doors RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: The City of Sunny Isles Beach passed and adopted Resolution 2024-3694 on August 15, 2024 in the amount of $709.436.00 to utilize Schindler Elevator Corporation to replace the Gateway Park pedestrian bridge elevators. The existing elevators located at the Gateway pedestrian overpass bridge have deteriorated and are in dire need of replacement. During the approval of Resolution 2024-3694, City Commission recommended to add glass doors to enhance the safety of using this elevator. The attached resolution and agreement is to provide two replacement elevators with glass doors with Schindler Elevator Corporation. Schindler Elevator Corporation has agreed to add this scope of work and pricing through a "Piggy -Back" of the current Sourcewell Contract #080420-SCH with the 10% discount applied, as per the contract. s The City wishes to contract with contractor to provide the desired services, as more particularly described in the Contract Documents, for $743,018.00, plus $74,301.80 for contingency, if necessary, resulting in a total not -to -exceed amount of $817,319.80. ADDITIONAL INFORMATION: Item Number: 10.0 251 Copies of the complete contract are on file with the Office of the City Clerk and are available upon request. FUNDING SOURCE: Funds have been appropriated in account no. 001-5-5391-446003-15000. ATTACHMENTS: Resolution Agreement Item Number: 10.0 252