6-Section 14 01 20 rev kn 05.16.2024.pdf

SECTION 14 01 20

OWNERS FORM OF AGREEMENT

VERTICAL TRANSPORTATION

MAINTENANCE SPECIFICATIONS

FULL COVERAGE

FOR

ELEVEN (11) ELEVATORS

AT

SUSSEX COUNTY

ONE SPRING STREET

NEWTON, NEW JERSEY

DATE: March 26, 2015 (REVISED) January 20, 2015 (DRAFT) March 7, 2018 (REVISED) July 2, 2020 (REVIEWED) September 19, 2022 (REVISED)

VDA NO. 5862.80/GL

Sussex County 14 01 20 - i Elevator Newton, NJ VDA No. 5862.80 09/19/22

TABLE OF CONTENT

PART 1 - GENERAL CONDITIONS

1.1 CONTRACT INTENT

1.2 DEFINITIONS OF TERMS

1.3 ABBREVIATIONS AND SYMBOLS

1.4 AGREEMENT COVERAGE

1.5 HOURS OF WORK

1.6 SOLE RESPONSIBILITY

1.7 COMPENSATION

1.8 SUBSEQUENT EQUIPMENT MODERNIZATIONS/ALTERATIONS/UPGRADINGS

1.9 NOTICE BY AUTHORITY OR COMPANY TO REPAIR OR REPLACE

1.10 RECORD KEEPING

1.11 RECORD DRAWINGS

1.12 REPORTS BY CONTRACTOR

1.13 INSURANCE COVERAGE

1.14 NOTICES

1.15 PAYMENT/TERMS

1.16 NON-PAYMENT

1.17 ERRORS AND OMISSIONS

1.18 LABOR LAWS

1.19 BACKGROUND CHECKS

1.20 ASSIGNMENTS

1.21 FORCE MAJEURE

1.22 CONTRACTOR’S LICENSE

1.23 WAIVER

1.24 ATTORNEYS’ FEES

1.25 LIMITATION OF LIABILITY

1.26 AGREEMENT DESIGN

1.27 SEVERABILITY AND REFORMATION

1.28 SURVIVABILITY

PART 2 - PRODUCTS AND SERVICES

2.1 SCHEDULED PREVENTIVE MAINTENANCE LABOR

2.2 CLEANING

2.3 PAINTING

2.4 INSPECTIONS / TESTS

2.5 EMERGENCY CALL-BACK SERVICE (24 HOURS, 7 DAYS PER WEEK)

2.6 REPAIRS, RENEWALS, AND REPLACEMENTS

2.7 OBSOLESCENCE

2.8 SCHEDULED SERVICE PROCEDURES

PART 3 - EXECUTION AND SUPPLEMENTAL REQUIREMENTS

3.1 PERFORMANCE TIMES, LEVELING AND CONTRACT SPEED

3.2 PARTS INVENTORY AND WIRING DIAGRAMS

3.3 MATERIALS AND WORKMANSHIP

3.4 PROTECTION OF WORK AND PROPERTY

3.5 REPRESENTATION

RIDER “A”

Sussex County One Spring Street 14 01 20 - 1 Elevators Newton, NJ VDA No. 5862.80 09/19/22

DIVISION 14 – CONVEYING EQUIPMENT

14 00 00 Conveying Equipment

14 01 00 Maintenance of Conveying Equipment – Description of Work

14 01 20 – Maintenance of Elevators – Full Coverage Contract and Specifications

Equipment Locations:

PE1 – PE2 two units – Walter Keogh/Dwyer Correctional Facility PE1 – SCAC Sussex County Administration Center PE1 – PE5 five units- Sussex County Judicial Center PE1 – Wheatsworth Road Facility MH1 – Wheatsworth Road Facility (Material Hoist) PE1 – Sussex County Historic Courthouse

This service will be furnished for an initial period of one (1) year with an extension of one (1) additional year. All replacement parts, repairs, adjustments and associated services, as specified herein, shall be supplied, installed, performed and conducted at the Contractor’s sole cost and expense unless otherwise specified herein. Prior to removal from service for modernization the annual (initial period) monthly rate shall not apply; only interim maintenance is applicable to the elevators planned for modernization and once the elevator is removed from service interim maintenance is no longer applicable.

After an elevator modernization has been completed and placed back in full service, warranty service shall ensue.

Elevators 1-4 at Sussex County Judicial Center were modernized on the following dates:

7/19/20 - PE-2

9/12/20 - PE 1

10/28/20 – PE-4

5/22/20 – PE-3

All payment for service before or after Modernization is paid monthly as required by the Owner.

Services will follow:

Year One (Initial Period)

Year Two (1-Year Extension)

PE1 – PE2: Walter Keogh/Dwyer Correctional Facility PE1: SCAC Sussex County Administration PE1: Wheatsworth Road Facility MH1: Wheatsworth Road Facility (Material Hoist) PE1: Sussex County Historic Courthouse PE1 – PE5 Sussex County Judicial Center

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• GENERAL CONDITIONS

1.1 CONTRACT INTENT

A. The purpose of this agreement is to state and define the terms and conditions under which the Contractor shall provide full comprehensive maintenance and repair services for vertical transportation systems identified, and the terms and conditions under which the Owner shall compensate the Contractor for such services rendered. Such comprehensive maintenance and repair services may take place in the context of modernization work.

B. It is the intent of this Contract to ensure all requirements, procedures, tests, inspections, service practices, component repairs, equipment renewals, system adjustments, filing procedures and recording documentation as referenced, mandated or otherwise implied and/or incidental to the purpose of this agreement herein, are all inclusive, and to guarantee the Owner that the absence of a reference of inclusion of any particular item of work, service or procedure shall not alleviate the Contractor of the sole responsibility to provide such labor, expertise, materials, equipment, services or other procedures applicable to the agreement and practical requirements unless such is specifically excluded, prorated or deleted herein these general conditions and technical specifications.

C. Minimum standards in accordance with A.S.M.E. 17.1 and requirements for services to be rendered shall be performed in accordance with these specifications and within the relative time periods. Where there is no specific requirement for a preventive maintenance procedure, the original equipment manufacturer (O.E.M.) standard shall be employed unless there is no relative documentation available. The absence of both a contract requirement herein and the O.E.M. design standard shall cause the contractor to engage the services of a qualified engineer to formulate the relative standards and incorporate same as an addendum to this agreement with the Professionals’ Seal and Stamp.

1.2 DEFINITIONS OF TERMS

A. The term “Owner,” as used herein, refers to the person, organization, corporation or other entity representing building ownership and the relative responsibilities under this contract.

B. The term Owner’s “Agent,” “Designee,” “Representative” or references of similar import, as used herein, refers to any outside agent hired or retained by the Owner(s) for the purpose of providing management and coordination that has been deemed a legal representative of the Owner(s) or any person designated by the Owner(s) as the legal representative of the Owner(s) for the purpose of assuring, controlling, coordinating and purchasing this contract.

C. The term “Authority,” “Governing Authority (GA)”, “Authority Having Jurisdiction (AHJ),” or references of similar import, as used herein, shall mean the agency responsible for enforcement of vertical transportation safety codes and local laws or their designated representative, private inspection agency, consultant or other licensed designee.

D. The term “Contractor,” “Elevator Contractor” or “Vendor” as used herein, refers to any persons, partners, firm, corporation or officer (s) of such companies having an agreement with the

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“Owner” to furnish qualified labor and materials for the execution of the services and maintenance work described herein.

E. The term “Subcontractor,” as used herein, refers to any persons, partners, firm or corporation having materials and/or labor for the execution of the work herein described.

F. The term “Consultant,” as used herein, refers to VDA® (Van Deusen & Associates), 7 Penn Plaza, Suite 404, New York, NY 10001.

G. The term “Agreement,” “Contract” or “Contract Documents,” as used herein, consists of all pages of the specific document issued by the Owner and any alternates, addenda, or substitutions as may be referenced under exhibits or riders approved by the parties for the final execution of the Agreement.

1.3 ABBREVIATIONS AND SYMBOLS

A. Abbreviations for associations, institutions, societies, reference documents and/or governing agencies, which may appear in the Contract Document, shall mean the following:

AIA American Institute of Architects ANSI American National Standards Institute ASME American Society of Mechanical Engineers

BOCA Building Officials and Code Administrators International, Inc. (Basic National Building Code)

A.H.J. Authority Having Jurisdiction G.A. Governing Agency NEC National Electrical Code OSHA Occupational Safety and Health Administration

1.4 AGREEMENT COVERAGE

A. The entire vertical transportation system(s) shall be maintained as hereinafter described, in accordance with the following detailed terms and technical specifications. Trained employees of the Contractor will use all reasonable care to keep the systems in proper adjustment and in safe operating condition, in accordance with all applicable codes, ordinances and regulations.

B. The specifications are written in the singular with the understanding identical work, materials and equipment shall be provided for all vertical transportation units identified unless otherwise specified.

C. With the exception of only those items specifically identified as being performed by others, the contract specifications are intended to include all engineering, material, software, firmware, labor, testing, and inspections needed to achieve work specified by the contract. Inasmuch as it is understood that any incidental work necessary to execute the agreement is also covered by the contract specifications, the contractor is cautioned to familiarize himself with the existing equipment and job site conditions. Additional charges beyond the monthly maintenance fee for material or labor shall not be permitted subsequent to execution of the Contractual Agreement for work, services or procedures covered herein.

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D. Maintenance coverage shall include, but is not limited to, preventive services, emergency call-back services, inspection and testing services, repair and/or direct replacement component renewal procedures.

1.5 HOURS OF WORK

A. Straight Time Hourly Rate - all scheduled work shall be performed during regular working hours of the regular working day of the elevator trade, 7:00 A.M. to 3:00 P.M., Monday through Friday, except union designated holidays.

B. Overtime Hourly Rate – 3:01 P.M. to 6:59 A.M., Monday through Friday

C. Double Time Hourly Rate – 12:00 A.M. to 11:59P.M. Saturday, Sunday and Holidays

D. Scheduled repairs and/or other major adjustment procedures necessitating removal of an elevator for an extended period of time must be scheduled through the Owner Designee.

1. The Owner’s Representative retains the right to have such work completed during overtime hours with the understanding the Contractor shall pay for the regular labor portion and the Owner’s extraordinary obligation is extra premium labor costs only as declared in the hourly rates schedule provided and made a part of the contract.

2. Emergency call-back services shall be provided twenty-four (24) hours per day, seven (7) days per week including weekends and holidays as further specified herein.

1.6 SOLE RESPONSIBILITY

A. The maintenance work shall be performed only by Qualified Technicians and Mechanics directly employed and supervised by the Contractor, who are experienced and skilled in maintaining vertical transportation units similar to those to be maintained under this Contract and shall not be assigned or transferred to any agent or subcontractor without the express written consent of the Owner.

B. It is mutually agreed that the Contractor shall not be under any obligation hereunder to make any modernizations that upgrade existing equipment and is responsible only for those which are incidental to the normal operation of the elevators, and that the Contractor is not required under this Contract to make repairs or replacements necessitated by reason of malicious damage, fire, including non-elevator component electrical fire, which are the result of causes beyond Contractor’s control. All repairs, if necessitated by this paragraph, will be performed at a fee not to exceed the standard hourly rate(s) of the contract in effect at the time service is performed.

1. It is mutually agreed that the Contractor shall make any and all repairs or replacements damaged by Contractor’s improper repair, negligent or willful acts or omissions.

2. It is mutually agreed that the Contractor shall make any and all repairs or corrections required as a result of periodic quality assurance inspections by the Owners and/or their consultant(s), which have been deemed necessary and are a part of the comprehensive maintenance and repair contract. The Contractor shall not be responsible to upgrade equipment unless the component(s) needing replacement are no longer manufactured or

One Spring Street 14 01 20 - 5 Elevators Newton, NJ VDA No. 5862.80 09/19/22 are not available within a reasonable period (not to exceed twenty-one (21) calendar days) in order to return the elevator to normal operations.

1.7 COMPENSATION

A. Payment for services rendered shall be made on a monthly basis, within sixty (60) days of the end of each billing period. In addition, Owner shall not pay any tax imposed upon the contractor by existing or future law, as due in conjunction with the services rendered or purchase of materials used to provide the services.

1. Payment for Emergency Call-back services shall be included within the fixed monthly lump sum price for services rendered twenty-four (24) hours per day, seven (7) days per week, without additional charge to the Owner.

2. Payment applications shall adhere to the timing of the Owner’s payment cycle and account for irregularities that arise due to meeting cancelation and budget closures.

1.8 SUBSEQUENT EQUIPMENT MODERNIZATIONS/ALTERATIONS/UPGRADINGS

A. Full comprehensive service and repair coverage shall be included under the terms of this agreement when equipment and/or component systems represented herein are modified or upgraded. Such modifications, upgrades or equipment modernizations, whether by the service Contractor or other(s) compels full and comprehensive service as if the equipment were the same when this contract was awarded to the Contractor.

B. Such changes in equipment necessitating continuing full maintenance coverage may be initiated by the Owner under a separate voluntary extra cost upgrading agreement with or without this Contractor’s permission or direct authorization and involvement before the work is performed.

C. All non-elective changes or modifications necessitated due to obsolescence, parts unavailability or the Contractor’s inability to maintain these systems in accordance with the contract specifications shall be fully covered and paid for under this agreement regardless of application, method or cost assignment for the life of the contract.

D. Modernized or otherwise upgraded systems and parts thereof shall automatically be included under the terms of this full comprehensive agreement whether such components are specifically identified or not without extra cost to the Owner.

1.9 NOTICE BY AUTHORITY OR COMPANY TO REPAIR OR REPLACE

A. The Contractor shall comply with all written recommendations of the governing authority or independent inspectors, consultants and insurance carriers employed by the Owner. However, Contractor is not required under this Contract to install new attachments or parts other and different from those now constituting the equipment, as may be recommended or directed by insurance companies, Government Authorities, or others.

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1.10 RECORD KEEPING

A. A complete permanent record of inspections, maintenance, lubrication and call-back service shall be kept in the machine room or other designated location at the site of work. These records are to be available to Owner’s Designee at all times. The records shall indicate the reason the mechanic was in the building, arrival and departure time, the work performed, etc., and these records will be property of the Owner. Record keeping requirements shall include Contractor assigned maintenance personnel and scheduled preventive maintenance procedures, inspections, tests and third party assisted examinations.

1. Offsite or electronic records are not acceptable to this contract. While the Contractor may keep files on their premises or in electronic format, the Owner requires hard-copy (original) records stored on-site as indicated herein.

2. Contractor shall compile records for all elevators quarterly and provide electronic copy of same to the Owner in addition to on-site stored records in machine rooms.

3. Records shall also include the periodic inspection records of the AHJ, Owner’s inspectors and others having authority for such elevator-related inspections

4. All records stored on site(s) shall be kept in a Contractor supplied locking file box permanently affixed to the wall of each machine room. Copies (2) of the keys for these boxes (supplied by the Contractor) are to be supplied to the Owner’s representative.

1.11 RECORD DRAWINGS

A. Contractor shall provide and maintain two (2) complete sets of updated electrical wiring diagrams and control schematic drawings on file with the building and they are to become the property of the Owner for each group and/or individual system. Such record drawings are to be provided within the first one hundred-twenty (120) days of contract term. One copy is to be kept within the locking box in each machine room and the other, provided to the Owner for their files.

1.12 REPORTS BY CONTRACTOR

A. The Contractor shall, in addition to the quarterly compilation of elevator-related records at any time during the term of this Contract, upon written request of the Owner, render a report of inspections, repairs or replacements made by the Contractor at the premises herein, itemized as to parts installed or services performed and supply samples of lubricants, compounds, or other materials employed.

1. Contractor shall prepare and issue all required forms and/or reports relative to examinations, tests and inspections as specified herein or as may be required by the authority having jurisdiction.

1.13 INSURANCE COVERAGE

A. The Contractor shall not commence work under this contract until it has been obtained and provided sufficient copy of certification of insurance (COI) the Owner specified insurance coverage:

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1. The Contractor hereby agrees, to the fullest extent permitted by law, to assume the entire responsibility and liability for the defense of and to pay and indemnify the Owner, their agent, consultants and employees against any loss, cost expense, liability or damage and will hold each of them harmless from and pay any loss, cost, expense, liability or damage (including without limitation, judgment, attorney’s fees, court costs and the cost of appellate proceedings) which the Owner incurs because of sickness, injury to or death of any person or on account of damage to or destruction of property, including loss of use thereof, or any other claim arising out of, in connection with, or as a consequence of the performance of the services or the furnishing of the equipment and supplies and/or any acts or omissions of the Contractor or any of its officers, directors, employees, agents, subcontractors, or anyone directly or indirectly employed by the Contractor for whom it may be liable as it relates to the scope of this contract.

2. The Contractor shall, before the commencement of any provisions of any services, file certificates, showing existence of such insurance with the Owner, and such insurance shall be subject to the Owner’s approval as to the adequacy of protection and compliance with this Contract, and the satisfactory character of the Insurer. Such insurance shall be placed with Licensed and Admitted carriers to write insurance and do business in the State of New Jersey. Licensed for Surplus is not acceptable.

3. The Owner agrees to give the Contractor notice within a reasonable time (Sunday and holidays excluded) of any accidents, alteration or change affecting the equipment covered by this contract and of any change of Ownership. It is understood and agreed that the Contractor will notify the Owner immediately when any equipment becomes unsafe or operating in a manner which might cause injury to anyone using said equipment and it is further understood and agreed that the Contractor will immediately remove any equipment from service when the equipment becomes unsafe or operating in a manner which might cause injury to anyone using said equipment.

4. The Contractor agrees to maintain such insurance for the full term of the contract as will fully protect the Contractor, Agent and the Owner of the building from any and all claims under worker’s compensation act or employers liability laws, and from any and all other claims of whatsoever kind of nature for damage to property or for bodily injury, including death to anyone whomsoever, that may arise from the operations of the Contractor.

5. Prior to the commencement of operations, Contractor will purchase and maintain the following insurance as will protect it, the Owner and the Owner’s agents from any claim which may arise out of a result of Contractors operations under this service contract whether such operation shall be by the Contractor, its employees or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable:

A. SEE TECHNICAL SPECIFICATIONS 2020 – PAGE #TS 1 OF 3

FOR INSURANCE REQUIREMENTS.

B. The foregoing insurance policies shall be primary to any other insurance which may be carried by the Owner and shall name Owner as additional insured with a specific policy endorsement as follows:

County of Sussex Sussex County Board of Commissioners One Spring Street, Newton, NJ 07860

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C. Certificates of Insurance evidencing such coverage shall be filed with the Owner prior to the commencement of work and issuance of the contract and renewal of insurance certificates shall be furnished prior to the expiration of any coverage herein.

D. The policies shall contain a provision giving Owners at least thirty (30) day prior written notice of any change or cancellation of such insurance, in the event of cancellation of Non Payment of Premium, in which ten (10) day notice will be provided. This notice will be included on the Certificate of Insurance.

E. All insurance must be with a licensed and Admitted (licensed for Surplus Lines is not acceptable) insurance carrier with and maintain no less than, A.M. Best’s rating of “A-, size VII and shall be acceptable insurance carriers subject to the discretion of Owner.

F. The Contractor agrees that the required insurance is not intended to limit the Contractor’s liability in the event the Contractor is deemed to be negligent in causing bodily injury or property damage during the course of its operation.

G. The Contractor will, at its own expense, maintain physical damage insurance in the amounts and against the perils desired by the Contractor on all property owned or rented by the Contractor. The Contractor hereby waives its rights of recovery against the Owner for any damage or loss to property of any kind which is owned or rented by Contractor or for which the Contractor is liable.

1.14 NOTICES

A. All notices to be given under the contract shall be in writing and addressed to the party to be notified, postage prepaid, by registered or certified mail, return receipt requested, or by delivering the same in person to such party. All notices shall be deemed to have been given as of the date of delivery indicated on the return receipt or date of failure to deliver by reason of changed address of which no notice was given or refusal to accept delivery, or when personally delivered. Any party or person to whom notices are to be sent or given pursuant to the Contract may, by notice to all such other parties or persons mentioned herein, change its address for the giving of notices, provided, however, that a notice of change of address shall be deemed effective only when received by the addressee. Notices to be given hereunder shall be sent or delivered to:

Contractor: (Required to complete)

Name: _____________________________

Address: _____________________________

Telephone #: _____________________________

Email: _____________________________

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Purchaser Designee/Owners’ Representative:

One Spring Street Newton, NJ 07860 Attention: Mr. Keith E. Nelson, Director

1.15 PAYMENT/TERMS

A. This service will be furnished from the date of the award of contractor for one (1) year with a possible extension of one (1) additional year paid on a monthly basis. All replacement parts, repairs, adjustments and associated services, as specified herein, shall be supplied, installed, performed and conducted at the Contractor’s sole cost and expense as provided within their bid or unless otherwise specified herein.

1. Automatic Renewal:

a. The Owner shall have the right to renew this agreement for one (1) additional year prior to expiration of the initial Contract period. All terms, conditions and provisions shall remain intact. Rates will be as provided in Contractor’s bid proposal.

2. The Owner agrees to pay the Contractor on a monthly basis during the term of this agreement, subject to year-two pricing as provided in the Contractor’s bid proposal.

a. Monthly invoices shall indicate the base monthly portions of the contract amount due for each elevator and location under the agreement for maintenance services.

b. Any state or local tax charges, which may be applicable to the Contractor, are not included in the monthly fee indicated and shall not be itemized on the monthly billing invoice statement accordingly.

c. Extraordinary work and/or other work, as approved by the Owner, shall be authorized by separate purchase order invoiced separately upon completion and acceptance of the work or other services performed.

1.16 NON-PAYMENT

A. The Owner may have the Contractor’s work and system(s) performance and operations checked to ensure the Contractor is performing in accordance with this Contract. If the work requirements are not maintained, the Owner may retain the monthly payment to the Contractor upon written notification until the Consultant verifies that the work and/or operating performance is back to standard. If three (3) consecutive months of substandard maintenance is noted, the Owner has the right to serve the Contractor a notice of default in accordance with the terms of the contract.

B. The Owner may withhold approval for payment on any request to such extent as may be necessary to protect the Owner from loss on account of:

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1. Negligence on the part of the Contractor to execute the work properly or failure to perform any provisions of the contract. The Owner may after ten (10) days written notice to the Contractor without prejudice to other remedy, make good such deficiencies and may deduct the cost of the contract.

2. Claims filed or reasonable evidence indicating probable filing of claims due to the Contractor’s failure to perform.

3. Failure of Contractor to make payments properly to subcontractors for material and labor used to fulfill contractual requirements.

4. Damage to the building as a result of work performed or another subcontractor’s failure to perform.

1.17 ERRORS AND OMISSIONS

A. Contractor shall notify the Owner and Consultant in writing regarding any necessary services, coverage or items which may have been omitted from the maintenance contract specifications and any irregularities, discrepancies or duplications that could affect the full comprehensive intent of the agreement.

1. Any duplication of work or coverage is specified as a means of demonstrating the contract requirements, but such duplication if any, is not intended to expand coverage or increase requirements for such work or services and such duplication shall not increase costs or provide justification for extra or additional charge to the Owner.

1.18 LABOR LAWS

A. The Contractor performing work under this contract shall comply with applicable provisions of all federal, state and local labor laws.

1.19 BACKGROUND CHECKS

A. The Contractor agrees to submit to background checks, as required by the Owner, for any of their employees who are assigned to work on this project, or in the building, at any time.

1.20 ASSIGNMENTS

A. Neither party to the contract shall assign the contract or sublet it as a whole without the written consent of the other, nor shall the Elevator Contractor assign any payment due him or to become due to him hereunder without the previous written consent of the Owner.

1.21 FORCE MAJEURE

A. Neither party shall be liable by reason of any failure or delay in the performance of its obligations due to strikes, riots, fires, explosions, acts of God, war, governmental action or any other cause which is beyond the reasonable control of such parties. The performance of such party shall be excused for such reasonable time as may be required to resume performance following cessation of such cause.

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1.22 CONTRACTOR’S LICENSE

A. If required by law, Contractor certifies that it is licensed and/or registered in the state, municipality and/or local jurisdiction where the property is located to perform the elevator maintenance services pursuant to this Agreement, and that the license will be maintained current and valid for the Initial Term and any renewal term of this Agreement. The Contractor will provide copy of their license and/or registration with their bid proposal.

1.23 WAIVER

A. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies and rights of the parties contained in this Agreement shall be cumulative.

1.24 ATTORNEYS’ FEES

A. In the event litigation be commenced by either party hereto against the other in connection with the enforcement of any provision of this Agreement, each party shall pay all their court and legal representation costs and shall pay all expenses incurred by their selves in alternative dispute resolution, arbitration, litigation, including attorneys’ but not limited to fees.

1.25 LIMITATION OF LIABILITY

A. It is expressly understood and agreed by the Parties that Owner, its Officers, employees and/or designees shall not be liable or responsible in any way for any loss of or damage or injury to any equipment as referred to in this Agreement or other personal property belonging to Contractor or any personnel of Contractor while in any area of the building; nor shall Owner be liable for any injury suffered by any personnel of Contractor while on or in the Owner’s property. Personnel of Contractor shall make all necessary arrangements for the safety and security of such equipment and other personal property at all times.

1.26 AGREEMENT DESIGN

A. It is agreed that this Agreement and any attachment and/or exhibits are contractual in nature and voluntarily entered into by both Parties as their free act and deed, acting in their individual judgment without reliance upon any statement or representation of the other party. This Agreement, any attachments and exhibits constitute the entire understanding, oral or written, between the Parties, and supersedes any and all prior discussions and/or agreement between the Parties. The parties agree that any alteration to any exhibits, attachments or addenda noted therein or herein, and attached hereto shall be null and void, unless made in writing by mutual agreement of the Owner and Contractor. The Parties agree to execute whatever additional documents are deemed reasonably necessary to effectuate this transaction.

B. Both parties have participated in the review and acceptance of this Agreement, and have been afforded the opportunity to have this Agreement reviewed by legal counsel and/or other

One Spring Street 14 01 20 - 12 Elevators Newton, NJ VDA No. 5862.80 09/19/22 consultants of their choice. It is agreed that the normal rule of construction against the drafter shall not apply to the provisions of this Agreement.

1.27 SEVERABILITY AND REFORMATION

A. This Agreement is binding upon the Parties, their respective successors, assigns and legal representatives. If a Court, having competent jurisdiction, determines that one or more of the provisions is invalid or unenforceable, the Court will have the right to modify same to the minimum extent necessary to make it valid and enforceable, with the rest of this Agreement remaining unaffected by such conclusion or reformation.

1.28 SURVIVABILITY

A. The parties agree that it would cause an undetermined amount of damages to the other party if either fails to comply with any terms and conditions governing the handling of each other’s confidential and proprietary information, or the representations, warranties and indemnifications agreed to under this Agreement and/or hereunder, all of which shall survive any early termination or expiration of this Agreement, and shall remain in full force and effect for the later of a period of one (1) year from the date of termination or expiration of this Agreement, or the date the Information is returned to whoever disclosed such information, after the date of termination or expiration of this Agreement.

PART 2 - PRODUCTS AND SERVICES

2.1 SCHEDULED PREVENTIVE MAINTENANCE LABOR

A. Contractor shall provide scheduled systematic examinations, adjustments, cleaning and lubrication of all machinery, machinery spaces, hoistways and pits. The Contractor shall include a minimum of One (1) hour per month per unit that is to be dedicated to routine preventive maintenance.

1. The Contractor will also provide within their bid proposal their recommended/estimated time period on-site necessary for each unit/month.

2.2 CLEANING

A. The Contractor shall during the course of all examinations remove and discard immediately all accumulated dirt and debris from the car top(s) and pit area(s). Prior to each annual anniversary date of this Agreement, Contractor shall thoroughly clean down the entire hoistway of all accumulated dirt, grease, dust and debris each year.

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2.3 PAINTING

A. The Contractor shall keep the exterior of the machinery and any other parts of the equipment subject to rust properly painted, identified and presentable at all times. Motor windings and controller coils shall be periodically treated with proper insulating compound.

2.4 INSPECTIONS / TESTS

A. The Contractor shall conduct Safety, Efficiency and Maintained Conditions surveys, inspections and tests as follows:

1. Semi-Annual quality control evaluations performed by a qualified supervisor to ensure and confirm the services and procedures as specified herein are properly executed relative to maintenance and performance standards for the systems serviced.

2. Mandated inspections and testing in accordance with ASME A17.1-2019 Standards applicable per State of New Jersey law.

3. Filing of all procedures and preparation of reports within the required time periods for the examination(s) rendered shall be performed by the third-party witnessing agency.

4. Payment of all relative fees per the AHJ shall be by the Owner.

a. The Owner may engage the services of a third-party qualified and certified agency for the sole purpose of witnessing mandated inspections and tests performed by the Contractor. The Contractor shall conform to the third-party agency schedule and provide qualified labor at no additional charge to Owner.

5. As required, the Contractor shall correct noted deficiencies discovered during various inspections in addition to preparation and filing of appropriate Affirmation of Correction(s) within the stipulated timeframe as required by the AHJ or Owner.

Applicable fees associated with this filing shall be covered under the terms of the agreement.

6. Where required work necessary to resolve aforementioned deficiencies is not covered (subject to Owner and Consultant’s review) under the terms of this agreement, Contractor shall submit proposals in a timely fashion in an effort to meet applicable correction deadlines.

a. Proposals shall indicate the material and labor costs as defined in the Contractor’s proposal pages of their bid in addition to anticipated time of completion from approval of proposal(s) by Owner.

7. If applicable, independent testing of Fire Emergency Operating Systems and/or Emergency Power System tests in accordance with local law requirements and ASME standards.

8. The Owner retains the right to have these tests performed on a not-to-interfere basis at any hour of the day and any day of the week; and the cost for overtime work shall be limited to the premium labor portion in excess of regular labor hours for work performed on an overtime basis necessary to avoid interference.

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2.5 EMERGENCY CALL-BACK SERVICE (24 HOURS, 7 DAYS PER WEEK)

A. Provide emergency call-back service which consists of promptly dispatching qualified employees in response to requests from the Owner or designated representative, by telephone or otherwise, for emergency adjustment or minor repairs on any day of the week, at any hour, day or night. If repairs cannot be made immediately, the mechanic shall notify the Owner’s Representative as to the reason why and provide supplemental information regarding the restoration of services or shutting down of the elevator in question.

1. Call-back service in response to passenger entrapments shall be provided within one (1) hour during regular working hours and within one (1-1/2) and a half hours during overtime periods.

2. Call-back services for out-of-service units that have been secured by the Owner’s Representative shall be provided within one (1) hour during the Owner’s regular working hours and within two (2) hours any other time.

3. Call-back services for out-of-service units that have been secured by the Owner’s Representative shall be provided within three (3) hours at all other times not specified above in “1” or “2.”

4. Call-back services for non-essential system malfunctions that do not constitute an operational or other safety condition shall be provided during normal working hours of regular working days within four (4) hours of the request for service.

2.6 REPAIRS, RENEWALS, AND REPLACEMENTS

A. Repairs, renewals, and replacements shall be made by the Contractor as soon as scheduled or other examinations reveal the necessity of the same, or when the Owner so advises the Contractor under the terms of this Agreement. It is understood and agreed that repairs, renewals, and replacements shall be made in accordance with high standards of preventive maintenance practice and that the repair and renewals of parts made shall be equal in design, workmanship, quality, finish fit, adjustment, operation and appearance to the original installation and that replacements shall be new and genuine parts equal to those parts supplied by the manufacturer of the original equipment or its successor, and shall apply to the repair, renewal, or replacement of all mechanical, electronic, and electrical parts, including but not limited to the following:

1. Automatic door systems, power operated door systems and manual door/gate systems complete.

a. Power operator and engagement linkages.

b. Car door top track and hanger roller assemblies.

c. Car door track liners, eccentrics, stops, bumpers and related operating mechanisms for multiple speed or multiple panel doors.

d. Car gates, bottom guides, retainers, fire stops, gibs, entrance sills and threshold plates, gate handles and protection guards.

e. Electrical safety switches and activation mechanisms, door protective and/or retracting devices, and power door operators.

f. Electromechanical safety interlock assemblies, related operating mechanisms, clutch or other master system engaging devices, linkages, zoned locking devices, and self-closing devices.

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2. Car frame, platform and car safety devices complete.

a. Crosshead, stiles, hitch plates, tie rods, supports and related structures.

b. Car guides, shoes, stands, spindles, gibs, rollers and tensioning devices.

c. Sub-platform, under car platform fireproofing, car sills with support cradles, load weighing devices, top/side exit access operating/safety hardware and electrical switches.

d. Car fans, blowers and cab ventilation systems.

3. Controls, selectors, power drives, encoding devices with related wiring, conduit and circuitry complete.

a. Relays, contactors, switches, capacitors, resistors, fuses, circuit breakers, overloads, power supplies, regulators, tach generators, arc shields, shunts, holders and hardware.

b. Circuit boards, transmitters, encoders, transformers, rectifiers, transistors, solid state switching devices, insulators, timing devices, suppressors, and computer apparatus.

c. Filters, fans, blowers, wiring, studs, terminal blocks, plug connectors, CRTs or other diagnostic devices, keyboards and printers.

d. Cabinets, isolation transformers, chokes, diagnostic tools, status indicators, solid state and hard wire circuitry.

4. Car and counterweight safety systems.

a. Overspeed governors and electromechanical safety devices, wire ropes and tensioning devices with related hitch and connection apparatus complete.

b. Car and counterweight safety devices, drums, rods, linkages, clamps and hardware.

5. Hoistway and pit equipment.

a. Guide rails, fishplates, brackets, inserts and related hardware to include jack bolts or other special mechanisms for mounting and alignment.

b. Corridor entrance top track and hanger rollers, toe guards, fascias, dust covers, sills, stops, bumpers, eccentrics, retainers, and bottom guides.

c. Electrical wiring and conduit, electrical traveling cables, electrical limits, slow-downs, activating cams, switches, vanes, inductors, tapes, readers, leveling and encoding systems complete with all related hardware and wiring.

d. Ca buffers, stands, strikes, blocking, platforms, extension devices, mounting hardware and appurtenances.

e. Pit safety switches, cable-tensioning devices, access ladders, light switches, lighting assemblies, bulbs and guards.

6. Operating and signal fixtures with electrical wiring.

a. Car operating panels, push buttons, stop switches, audible signals, keyed or other control switches, visual signals, jewels and indicators with electrical wiring.

b. Car position indicators, riding lanterns, signal annunciators, visual and audible signals complete.

c. Corridor push button stations, hall lanterns, hall position indicators, keyed switches, access controls, electrical wiring and traveling cables complete.

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d. Emergency lighting systems, emergency communication devices, and signal systems complete.

e. Corridor and lobby fixtures with remote controls and operational monitoring devices, starter panels, emergency power selectors, telltale panels, location indicators, security controls and monitors.

7. Hydraulic system components, including but not limited to, tanks, valves, pump, cylinder head, above ground piping, hoses, fittings, gauges, seals, O-Rings, filters, screens, packings, belts, recovery devices overflow devices, rescuvator or other emergency operating and signal systems, above grade cylinder and plunger assemblies complete, mufflers, heaters and shut-off valves.

8. The following items of equipment are excluded: Main line power switches and fuses, car enclosure, car doors, hoist-way enclosures, hoist-way door-threshold and door frames, buried hydraulic piping, cylinder and conventional below grade plunger assemblies.

2.7 OBSOLESCENCE

A. For the purpose of this contractual contingency, Component Obsolescence shall be defined as the inability to purchase and/or otherwise repair parts of the system no longer produced by the original equipment manufacturer or a third-party after-market supplier.

B. In the event equipment and/or a component part thereof, as covered under this agreement, cannot be replaced on a direct exchange basis or repaired using readily available components and labor, the condition shall be immediately reported to the Owner or their designee with the following information:

1. Alternative equipment or component parts renewal options for restoration of the system due to obsolescence.

2. Procurement and installation time for restoration of system service.

3. Any Local Law or safety code requirements that will be triggered by the alternative equipment or component renewal (i.e., including filing, tests and approvals).

C. Payment for obsolescence work shall be based on the extra cost to the contractor only.

1. Labor cost over and above the time necessary for standard equipment and component renewal or repair procedures.

a. Contractual hourly rate schedule as provided under Exhibit ‘A’ shall be used to compute the extraordinary labor charge if applicable.

b. Actual material extra cost to the contractor minus the value of the standard component replacement cost plus a maximum of five percent (5%) mark-up on the cost variance only.

c. At Owner’s option, a lump sum extra cost price may be employed in lieu of time and material as indicated above.

2. Subsequent to the Owners authorization to proceed with an alternative obsolescence repair and approval of the relative extra cost, if any, the contractor shall immediately perform such work and restore operating services.

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D. The Owner shall retain the right to competitively bid obsolescence repairs and replacements;

and, such work as performed by another qualified contractor shall not diminish or otherwise alter the coverage provided under this agreement subject to the following:

1. The maintenance contractor has the right to inspect work performed by others; and, when conditions warrant, reject obsolescence procedures that increase their contractual liability.

a. Should the contractor reject an obsolescence repair by others, a qualified third party consultant shall be commissioned to evaluate work and render a decision regarding the acceptability of the prevailing conditions.

2.8 SCHEDULED SERVICE PROCEDURES

1. Full Service Maintenance – Hydraulic Elevators

a. The contractor shall regularly examine, adjust, lubricate, clean and when conditions warrant, repair or replace the following items and components thereof and all other mechanical or electrical equipment:

1) Motors including auxiliary rotating systems, motor windings, rotating elements, couplings and bearings.

2) Controller: all components including all relays, contacts, solid state components resistors, condensers, transformers, contacts, leads, mechanical or electrical timing devices.

3) Selector (when used): all components including selector drive tape, wire or cable, hoistway vanes, magnets, inductors and all other mechanical and electrical drive components.

4) Tanks, pumping units, check, relief and pressure valves.

5) Hoistway door interlocks or locks and contacts; hoistway door hangers and tracks, bottom door gibs, cams, rollers, and auxiliary door closing devices for power operated doors. Chains, tracks, cams, interlocks, sheaves for vertical bi-parting doors.

6) Hoistway limit switches, slowdown switches, leveling switches and associated cams and vanes.

7) Guide shoes including rollers or replaceable gibs.

8) Automatic power operated door operator, door protective devices, car hangers, tracks and car door contacts for both side slide and vertical bi-parting doors.

9) Traveling cables.

10) Elevator control wiring in hoistway and machine room.

11) Buffers.

12) Fixture contacts, push buttons, key switches and locks and lamps and sockets of button stations (car and hall), hall lanterns, position indicators (car and hall), direction indicators and sounders.

b. The contractor shall keep the guide rails free of rust where roller guides are used and properly lubricated when sliding guides are used. Renew guide shoe rollers and gibs as required to insure smooth and satisfactory operation.

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c. The contractor shall also examine, and make necessary adjustments or repair to the following accessory equipment including revamping of signal equipment: hall lanterns car and corridor position indicators, car stations, traffic director station, electric door operators, intercom systems, interlocks, door hangers, safety edges.

d. The contractor shall be responsible for keeping the exterior of the elevator machinery and any other parts of the equipment subject to rust, painted with heat resistant enamel and presentable at all times. The motor windings shall be treated as needed, with proper insulating compound as recommended by the motor manufacturer. Cleaning and refinishing of the interior of the cars and exterior of hoistway doorframes are excluded from this contract.

B. Monthly Firemen’s Recall Service

1. The following ASME Code A17.1 test must be made monthly:

a. Phase 1- Emergency Recall Operation:

1) Initiate by inserting key in key switch at lobby or designated level. Turn key to “ON” position. Wait for all elevators to return to that floor and their doors to fully open. If test is for Phase I only, turn key to “OFF” position and remove.

b. Phase 2 - Emergency In Car Operation:

1) Remove key from designated level key switch while still in the “ON” position. Push next floors car button. Push “Door Close” button and hold until doors are fully closed. When car stops at next floor, push “Door Open” button and hold until doors are fully opened. Return key to “OFF” position. Remove key, repeat for next elevator.

c. Clear - To clear Fireman’s Recall Test, insert key into designated level key switch.

Turn to “OFF” position and remove key.

d. Provide…