9-Interim Maintenance Terms Conditions.pdf

Interim and Warranty Maintenance Service Terms and Conditions

INTERIM AND WARRANTY MAINTENANCE SERVICE TERMS AND CONDITIONS

FOR

VERTICAL TRANSPORTATION EQUIPMENT (ELEVATORS)

The GENERAL CONTRACTOR (herein Contractor) proposes to provide full maintenance services for Harris County Hospital District d/b/a Harris Health System ("Harris Health" or "Purchaser") as specified herein for the equipment set forth in Exhibit A to this Agreement.

Contractor agrees to maintain Purchaser's (collectively the "Parties") vertical transportation equipment as described in this Agreement. Contractor shall provide a comprehensive "Pro- Active" Maintenance program that maximizes the performance, safety, and life span of the vertical transportation equipment. Contractor will use trained technicians, employed and supervised by the Contractor and will use all reasonable care exercised by competent vertical transportation equipment technicians in performance of the work specified herein.

1.0 TERM OF AGREEMENT

This Agreement shall be effective on the NOTICE TO PROCEED date (hereby known as the “Effective Date”) as executed by Harris Health and shall continue for entire duration of the construction project unless the project contract is terminated by Harris Health. Harris Health shall not be liable for payment of any fees regardless of their nature or origin that become due after the effective date of termination and/or substantial completion of the project contract.

2.0 MONTHLY CONTRACT FEE: (Intentionally Deleted) Contractor shall reference the contract approved schedule of values.

3.0 OBLIGATIONS OF CONTRACTOR

3.1 Contractor will perform the following services and the services set forth in Exhibit B to this

Agreement, which is incorporated into this Agreement as if it were set forth word for word herein. In the event of any conflict between the terms and provisions of the main body of this Agreement, or any portion hereof, and the terms and provisions of any other part or portion of Exhibit B, the provisions of Exhibit B shall control. Contractor shall note the following:

Contractor shall accept elevators in their current ‘as-is’ condition without the need for extensive modification, repairs, or replacements to bring units up to a ‘serviceable and maintainable’ condition.

Emergency callback service during Contractors’ regular business and non-business hours (i.e., after hours, nights, weekends, and national holidays) as defined herein.

Examine the elevator equipment for proper operation. Contractors’ examination, lubrication, adjustment, and parts replacement will cover the following component groups and related elevator system equipment:

o Adjust elevator parts and components to maximize the elevator's performance o Hoist Machine including worms, gears, thrust bearings, drive sheaves, drive sheave shafts and shaft bearings, tachometers, brake assemblies and pulleys, suspension ropes, and all other components and parts of the machine and brake.

o Hoist motors and power conversion devices, including motor windings, field coils, rotating elements (including armatures and commutators), brushes, brush holders, motor bearings, and all other related components and parts.

o Secondary brakes and rope brake devices.

o Machine (hydraulic); pump unit, including valves, gears, thrusts, bearings valve magnet coils, V-belts, seals, and packing.

o Controller Components; including all relays, contactors, solid state components, resistors, condensers, transformers, contacts, leads, mechanical or electrical timing devices, computer devices, and circuit boards.

o Governors, including governor sheave shaft assemblies, bearings, contacts, governors' jaws, and all other related components or parts.

o Selector Components; including selector drive (tape, wire or cable), and all mechanical and electrical drive components.

o Hoistway door interlocks, pick-ups, locks, and contacts; hoistway door hangers and tracks, door rollers, closers, bottom door gibs and auxiliary door closing devices for power operated doors.

o Hoistway limit switches; slowdown switches, leveling switches and associated cams and vanes.

o Guide shoes and roller guides for elevator and counterweight frame; including roller or replaceable liners.

o Buffers; including spring or oil.

o Automatic power operated door operator; door protective devices, car door hanger, track and car door contact. All door protective devices and door reopening devices.

o Car safety mechanism and load weighing equipment.

o Fixtures; contacts, buttons, key switches and locks and lamps and sockets of the following devices; button stations (car & hall), hall lanterns, position indicators, directions indicators, master indicator and control panels.

o Traveling cables for elevator operation and car lighting.

o Elevator control wiring in hoistway and machine room.

o Lubricate equipment for smooth and more efficient equipment performance.

o Periodic cleaning of elevator hoistway and pit(s) when needed.

o Where applicable, to check the group dispatching systems and make the necessary tests to ensure that all circuits and time settings are properly adjusted to provide, subject to the limitations of the equipment, the best possible overall service.

o Contractor will regularly and systematically examine, adjust, lubricate as required, and when necessitated by industry standards, code requirements, and/or conditions warrant (unless specially excluded in the exceptions stated below), repair or replace any parts needed.

o To provide, where necessary, a parts cabinet complete with replacement parts, wiping cloths and lubricants. Such supplies shall be maintained on the premises for the term of the contract under Contractor ownership.

3.2 Contractor shall be required to make full load 5-year safety tests (unless otherwise noted) or to install new attachments on the elevators whether recommended or directed by insurance companies or governmental authorities or to make any replacements with parts of a different design than that currently installed. It is agreed that the Contractor and Harris Health System will jointly decide on the proper course of action to take regarding necessary parts replacement or repairs as noted in Exhibit B. It is agreed that the Contractor will not be required to make repairs or replacements necessitated by negligence or misuse of the equipment or by any other cause beyond Contractors’ control accepting ordinary wear and tear. No work or service other than that which specified herein is included in this Agreement.

Any work requested of the Contractor but not specifically provided for in this Agreement will be handled through individual purchase orders to be pre-approved by the Purchaser.

3.3 Contractor shall not be required to make repairs or replacements necessitated because of negligence or misuse of the equipment, vandalism, building compression, power line fluctuations, damage by weather or adverse environmental conditions, work performed by others, or any other cause beyond our control.

3.4 Contractor shall comply with the Harris Health Facilities Engineering Policies and Procedures attached to the contract and which shall be incorporated into this Agreement as if its terms and conditions were set forth word for word herein.

4.0 OBLIGATIONS OF PURCHASER

4.1 Purchaser agrees to:

Provide Contractor with current wiring diagrams that reflect all changes, parts catalogs, and maintenance instructions for the equipment covered by this contract. Purchaser agrees to authorize Contractor to produce single copies of any programmable device(s) used in the equipment for the purpose of archival back up of the software in the system.

The Purchaser will maintain ownership of each of these items, which will be returned upon request at expiration of this Agreement.

Instruct and/or warn passengers in the proper use of the equipment. Purchaser agrees to shut down equipment immediately upon manifestation of any irregularities in operation or appearance of the equipment, providing verbal notice to Contractor as soon as possible, and written notice within ten (10) business days after any occurrence or accident pertaining in any way to the elevator. Purchaser agrees should water or other liquids become present in the pit or machine room, Purchaser will contract with others for removal and the proper handling of such liquids at Purchaser cost.

Keep the elevator pit(s) and motor room(s) free from water and to not use these areas for storage purposes; to give Contractor written notice within twenty-four hours of any of any accident, alteration or change affecting the equipment and of any change of ownership, to discontinue immediately the elevator from service when the equipment becomes unsafe; begins operation in an irregular manner; or in a manner which might cause injury to user thereof, and to maintain surveillance of the equipment for such purposes.

Provide the Contractor the following: (Purchaser maintains ownership) o To keep current wiring diagrams in the machine room for use by the Contractor certified technicians.

o To furnish a complete set of current "as built" wiring diagrams where necessary and/or prints of the elevator equipment.

o To provide keys necessary to perform monthly Fire Service Checks as per code

5.0 PERFORMANCE OF OBLIGATIONS

5.1 No failure or omission by either of the parties hereto in the performance of any obligation contained in this Agreement shall be deemed a breach hereof if the same shall arise from any causes beyond the control and without the fault of negligence of such party including but not restricted to, acts of any governmental authority or any officer, department, agency or instrumentality thereof, fire, storm, flood, earthquake, explosive, acts of the public enemy, war, rebellions, insurrection, riot, sabotage, epidemic, quarantine, strike; provided, however, that either party shall continue performance with the utmost dispatch whenever any such causes are removed. Any party claiming any such cause for any failure or omission hereunder shall, upon request, give prompt notice thereof to the other party.

5.2 Purchaser reserves the right to make, or cause to be made, audits, maintenance evaluations, inspections, or tests whenever it deems advisable or necessary to ascertain that the requirements of this Agreement are being fulfilled. The Contractor agrees to furnish, without cost, personnel to accompany Purchaser and/or Purchasers’ designated representatives during such inspections. Deficiencies noted shall be submitted in writing to the Contractor.

5.3 The Contractor shall correct deficiencies covered under the terms of this Agreement at its expense within ten (10) business days (unless otherwise noted). This includes deficiencies discovered as a part of this section.

5.4 If said deficiencies are not corrected at the time of the follow-up review, then Contractor shall be responsible for the cost of subsequent follow-up reviews at a cost of $275/hour.

5.5 If Contractor fails to correct the deficiencies found, as a part of this section, to the satisfaction of the Purchaser and/or Purchasers’ designated representatives, Harris Health System will deduct a reasonable amount, as determined by Harris Health System, from the applicable unit's billing for the period(s) in which the applicable unit(s) remain deficient OR will subject this Agreement to termination as noted within this document.

6.0 CONTRACT EXCLUSIONS

6.1 Contractor assumes no responsibility for the following items of elevator equipment which are not considered part of this contract and is not responsible for the repair or maintenance of these items:

Any aspect of the elevator machine room, hoistway, platform, enclosure, and/or cab

(elevator interior) that is not scheduled for repair or replacement per the contract documents. Any item not scheduled for repair or replacement, shall be protected from damage to the greatest extent possible. Any damage sustained to Harris Health facilities, equipment, or infrastructure after the contract ‘Notice to Proceed’ shall be replaced to a ‘like new’ condition at the Contractors expense. All provisions established under paragraph ‘9.0 LIABILITY / RESPONSIBILITY AS BETWEEN CONTRACTOR AND PURCHASER’ shall govern.

Any Fire Alarm system component (smoke/heat detectors), communication and/or signaling equipment installed by others (unless otherwise noted).

Any type of elevator telephone and/or two-way communication devices or units, including but not limited to any type of wiring of any kind to these units (unless otherwise noted).

Any type of security surveillance devices or units, including but not limited to any type of wiring of any kind to these units (unless otherwise noted).

Any type of building equipment installed and/or serviced by others.

7.0 SPECIAL WEAR AND TEAR ITEMS / DEPRECIATED REPLACEMENT: (Intentionally Deleted)

8.0 HOURS FOR SERVICE / ADDITIONAL OVERTIME CHARGES

8.1 Except Purchaser approved holidays, work shall be performed during the weekday hours of

6:00 AM to 6:00 PM CST. During work hours and after hours, Contractor shall respond to callbacks and after hours service within thirty (30) minutes and be on-site within one (1) hour from the time of notification. If Contractor repeatedly fails to meet callback response times, Purchaser, at its sole discretion, may reduce the applicable monthly payment due the Contractor by $250/occurrence. Consideration will be given for extenuating circumstances beyond the control of Contractor.

8.2 It is agreed that the Contractor shall perform work related items noted in this Agreement periodically during non-business hours (i.e., after hours, nights, weekends, and national holidays) to minimize disruption to patient care operations or as directed by the Purchaser.

In any such instance, any associated overtime charges for related services will not be paid as accompanying costs will be considered as part of the contract price for interim maintenance services.

8.3 Contractor shall have qualified personnel readily available, as outlined in paragraph 8.1 above, to be on the jobsite during regular business hours (6:00 AM to 6:00 PM CST) each week of every month to perform the required Preventive Maintenance tasks. The contract schedule shall not be negatively impacted by delays due to erroneous distribution of personnel or lack of resources allotted to meet the dual needs of interim elevator maintenance and elevator renovation tasks.

8.4 Upon arrival on-site, all Contractors’ workers must sign in at the Facility Engineering Office prior to the commencement of any work. The workers must also sign out any time they leave the site or at the completion of work. Contractors’ application for payment (invoice) will not be approved for any persons who do not sign in at the Facility Engineering Office.

9.0 LIABILITY / RESPONSIBILITY AS BETWEEN CONTRACTOR AND PURCHASER

9.1 Possession and Ownership of Equipment; It is agreed that Contractor does not assume possession, management or control of any part of the equipment, but such remains Purchaser's exclusively as the owner or lessee thereof.

9.2 Contractor Not Responsible for Purchaser's Use: Contractor shall not be liable for any actual or consequential damages to Purchaser, Purchaser's employees or third parties due to Purchaser's negligent or intentional acts or omissions.

9.3 Insurance Coverage: It is agreed that Contractor will comply with the insurance requirements set forth in the contract as it relates to this Agreement.

9.4 Contractor Liability: Contractor will not be liable for consequential damages or damage caused by negligence of others, whether arising under contract or tort. This limitation of liability does not apply to any Indemnity and/or Insurance rights and benefits that Purchaser otherwise receives and enjoys under this Agreement. Contractor shall not be held responsible or liable for any loss, damage, detention or delay caused by accidents, strikes, lockouts, fire, explosion, theft, lightening, windstorm, earthquake, floods, storms, riot, civil commotion, malicious mischief, vandalism, electrical fluctuations, Acts of God, or by any cause beyond its reasonable control, whether or not the same is herein specified.

9.5 Safe-Use. Contractor may from time to time take equipment out of service and/or inform Purchaser of safety hazards concerning repair, ongoing maintenance or the operation of the lift equipment. If Contractor takes equipment out of service and/or informs Purchaser of Safety hazards, then Contractor shall provide specific instructions in writing concerning the out of service equipment and/or safety hazards to Purchaser at the email address provided to Contractor after the Effective Date of this Agreement.

9.6 Purchaser Indemnity; Contractor shall defend, hold harmless and indemnify Purchaser, its directors, officers and all employees against all loss or liability, demands, judgments, expenses (including attorney's fees), claims or actions based upon or arising out of damages or injury (including death) to persons or property, including property owned, leased or borrowed, incurred by or sustained in connection with the performance of this Agreement to the extent caused by the negligence of Contractor, its Subcontractors, managing agents, or employees or based upon Contractors’ violation of any statute, ordinance, building code or regulation. Contractors' obligations under this paragraph do not include any injuries or damages, if any, that arise out of or result from the negligence of Purchaser, its employees, or its other contractors. Should Contractor receive a demand to defend any claim or cause of action Contractor may, at its option, elect to take up the defense of any such matter on behalf of Purchaser with counsel of Contractors’ own choosing and shall have full and complete authority to settle and resolve any claims against the Purchaser.

9.7 Contractor Indemnity; To the extent authorized and required by the laws and Constitution of the State of Texas, Purchaser shall defend, hold harmless and indemnify Contractor, its directors, officers and all employees against all loss or liability, demands, judgments, expenses (including attorney's fees), claims or actions based upon or arising out of damages or injury (including death) to persons or property, including property owned, leased or borrowed, incurred by or sustained in connection with the performance of this Agreement to the extent caused by the negligence of Purchaser, its Subcontractors, managing agents, or employees or based upon Purchaser's violation of any statute, ordinance, building code or regulation or to the extent same arises out of or relates to Purchasers or Purchaser's Subcontractors, managing agents, or employees use of equipment contrary to a "Safe Use" notice as specified in Section 9.5 herein. Purchaser obligations under this paragraph do not include any injuries or damages, if any, that arise out of or result from the negligence of Contractor, its employees, or its other contractors.

9.8 Consequential Damages; In no event shall both Parties be liable for consequential damages except in cases of gross negligence on the part of the Contractor.

9.9 Purchaser's liability for the wrongful acts, omissions, or negligence of its employees is limited by the Texas Tort Claims Act, TEX. Civ. PRAC. & REM. CODE ANN. §§ 101.001 et seq., as amended. The Parties agree that no provision of this Agreement extends Purchaser's liability beyond the liability provided in the Texas Constitution and the laws of the State of Texas. In the event of an action brought by one Party against the other, each Party shall pay its own expenses including attorney's fees, collection fees, legal expenses, mediation expenses, and all costs and expenses incurred upon appeal.

10.0 LIMIT OF APPROPRIATIONS

10.1 Contractor understands and agrees, such understanding and concurrence being of the absolute essence to this Agreement, that Purchaser has available the total contract amount specifically allocated to fully discharge any and all liabilities which may be incurred by the Purchaser under this Agreement during the contract term, including any and all costs for any and all things or purposes, arising under or out of this Agreement, irrespective of their nature, and notwithstanding any word, statement, or thing contained in or inferred from other provisions of this Agreement, which might in any light by any person be interpreted to the contrary. Contractor further understands and agrees, such understanding and concurrence being of the absolute essence to this Agreement, that the total maximum compensation

Contractor may be entitled to, and the total maximum sum that Purchaser is liable to pay the Contractor under or in relation to this Agreement, shall not under any conditions, circumstances, or interpretations exceed the total contract amount during the contract term.

10.2 With regard to the extension of this Agreement, Purchaser has not allocated or certified any funds for any extension period beyond the contract term. Therefore, if the Purchaser exercises any future extension option, the extension is subject to the future allocation and certification of funds for the extension period. This will be at the Purchaser's sole discretion.

10.3 It is understood and agreed that when and if the services and charges provided for under this Agreement become equal to or exceed the total amount available as set forth in the Limitation of Appropriations, the Contractor shall still be responsible for fulfillment of the contract terms and conditions. The allocation of additional funds shall be at the Purchaser's Board of Trustees sole discretion.

10.4 In its sole discretion, Purchaser's Board of Trustees may increase the funding allocated for this Agreement during the contract term, without a written amendment to this Agreement provided no other terms or conditions of this Agreement are modified or amended as a result of the increased funding.

11.0 TERMINATION (Intentionally Deleted) Contractor shall reference the contract General Conditions’ specification.

12.0 GENERAL PROVISIONS

12.1 Agreement of Parties: This Agreement, including its exhibits and attachments, constitute the entire agreement of the Parties. There are no representations, agreements, or promises between the parties that are not in these documents.

12.2 Amendment of Contract: This Agreement may be amended only by an instrument in writing signed by the Parties.

12.3 Attorney's Fees: If either Party retains an attorney to enforce this Contract, the party prevailing in litigation is entitled to recover reasonable attorney's fees, court and other costs, and related expenses.

12.4 Binding Effect: This Agreement binds, benefits, and may be enforced by the parties and their respective representatives, successors in interest, and, if permitted, their assigns.

12.5 Counterparts: If this Agreement is executed in multiple counterparts, all counterparts taken together will constitute this Agreement.

12.6 Notices with the exception of the Safe Use notices as set forth in Section 9.5: Any notice required or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Agreement below. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein.

For Notice to Contractor: For Notice to Purchaser:

Company Name Harris County Hospital District d/b/a Harris Health System Attn: Primary Point of Contact Attn: CEO/President Address Line 1 2525 Holly Hall City, ST Zip Code Houston, TX 77054

Copy to:

Harris County Purchasing Department 1001 Preston, Suite 670 Houston, TX 77002

12.7 Time: Time is of the essence. Unless otherwise specified, all references to days mean calendar days. Business days exclude all Saturdays, Sundays, and national holidays/union holidays. If the date for performance of any obligation falls on a Saturday, Sunday, or national holiday, that obligation is performable on the next business day, unless otherwise specified as an emergency, entrapment notification, and/or as directed by the Purchaser. All emergent or entrapment notifications shall be handled as callbacks as outlined in paragraph

8.1 noted above.

12.8 Singular / Plural: When the context requires, singular nouns and pronouns include the plural.

12.9 Unenforceable Provisions Severable: Any provision of this Agreement prohibited by law shall be ineffective (but only to the extent of and wherever such prohibition shall be applicable) without invalidating the other provisions hereof. To the extent possible both Parties request any Court addressing the unenforceability of any provision of this Agreement attempt to reform the unenforceable term to satisfy the intent of the Parties as reflected within the four comers of this Agreement.

12.10 Applicable Law / Venue of Disputes: This contract shall be construed and interpreted under the laws of the State of Texas; mandatory venue for any disputes concerning this Agreement shall be the District Courts of Harris County, Texas. Except where otherwise specifically noted herein, any remedies set forth in this Agreement are cumulative of any remedies any Party may have at law or in equity.

12.11 Criminal Background History: Contractor shall obtain a criminal background history on each person who may enter or have any access to patient rooms or areas where patients may be in Purchaser's facilities, in accordance with TEX. GOV'T CODE ANN. §§ 411.135, 411.136, as amended. Contractor represents and warrants that it will not assign any person to Purchaser who fails or refuses to provide information necessary to obtain a criminal background history, or whose criminal history information reveals a conviction or deferred adjudication that renders the person unqualified or unsuitable for assignment in Purchaser's facilities. Contractor shall release such criminal background summary of any findings to Purchaser without any personal details, other than the names of the individuals for whom the background summary is provided, who will not disclose such information except as permitted or required by law.

12.12 Manner of Acceptance / Authority to Execute: All signatures must be in place for this to be a valid document. By signing this Agreement, each individual represents that he has the authority to execute this Agreement on behalf of the designated party and is authorized in all respects to bind his or her Party to this Agreement. By signing below each Party represents the authorized signing party understands and accepts all terms and conditions as stated herein.

12.13 Definition of ‘OBSOLESCENCE’: A system, component, or part that is no longer repairable, re-buildable, supported, manufactured, available in-stock or supplied by the OEM, non-OEM elevator/escalator systems parts supplier or other third-party parts supplier or fabricator in the same form, fit, and function.

Exhibit A

EXHIBIT A

HARRIS HEALTH SYSTEM EQUIPMENT

1. Ben Taub Hospital, 1504 Taub Loop, Houston TX

Motion Control, Geared Traction, Passenger Elevator, QTY - 6 (Green Elevators: #7, #8, #9, #10, #11, and #12)

Exhibit B

EXHIBIT B

SPECIFICATIONS AND CONTRACTORS’ OBLIGATIONS

MAINTENANCE AND REPAIR OF ELEVATOR EQUIPMENT AND RELATED ITEMS

(page intentionally left blank)

SPECIFICATIONS AND CONTRACTORS’ OBLIGATIONS

MAINTENANCE AND REPAIR OF ELEVATOR EQUIPMENT AND RELATED ITEMS

I. GENERAL INFORMATION

A. The Contractor shall provide all labor, material, supervision, tools, supplies and equipment necessary to provide full maintenance service, including all inspections, adjustments, tests, parts or component replacements, and repairs to keep the elevators, lifts, etc. in continuous use at their established capacity and efficiency and for their intended purpose.

II. CONTRACTORS’ OBLIGATIONS

A. Upon award of contract, the Contractor shall accept elevators in their current ‘as-is’ condition without the need for extensive modification, repairs, or replacements to bring units up to a ‘serviceable and maintainable’ condition. The Contractor shall schedule and complete the initial unit assessment(s) with the respective pavilion Engineering Director prior to the start of renovation work. The Contractor shall provide a written assessment for each elevator unit and provide the written assessment to the Engineering Director and/or Project Manager. The Contractor shall be prepared to discuss elevator discrepancies that have potential to impact the operation, capacity, and/or efficiency with the Engineering Director and/or Project Manager and/or the designated Harris Health System representative as necessary. At a minimum, the assessment report shall include any aspect of the elevator machine room, hoistway, platform, enclosure, and/or cab (elevator interior) that requires maintenance and may or may not be scheduled for repair or replacement according to the contract documents.

B. Equipment - All work under this contract shall be performed in accordance with all the requirements and specifications given in this contract and under the guidance and direction of the appropriate representative of Harris Health System. Therefore, the Contractor shall, at all times, maintain direct and open communication with the appropriate representative of Harris Health System.

*All services shall be performed in a first class manner to satisfy Harris Health System in accordance with this contract.*

Any equipment, devices, etc. used or installed by the Contractor in performance of the required services must be state-of-the-art and in accordance with current industry standards.

When particular material manufacturers, brand names and/or model numbers are identified in this contract, the Contractor shall use such manufacturers, brand names and/or model numbers in connection with the performance of the services. All manufacturers' articles, materials and equipment shall be applied, installed, connected, erected, used, cleaned, etc., in accordance with the manufacturers' published instructions, or as directed by the manufacturers' representatives.

Contractor shall examine, operate, clean, lubricate, and adjust the vertical transportation equipment pursuant to the specified servicing intervals, and repair or replace during specified servicing intervals all portions of the equipment in accordance to the most current version including all supplements, which have been adopted, of American Society of Mechanical Engineers (ASME) A17.1 and A17.2 Safety Code for Elevators and Escalators.

All preventive maintenance and adjustments shall meet the highest standards established by original equipment manufacturer (OEM) for the equipment. *For parts that meet the definition of obsolescence as noted above in paragraph 12.13, the Contractor shall follow guidance outlined in the paragraphs below, subject to Harris Health System approval*. The Contractor and Harris Health System will jointly decide on the proper course of action to take. If Contractor determines that any instructions from a manufacturer are not appropriate, Contractor shall immediately notify Harris Health System prior to following said inappropriate instructions. Prior to making repairs or replacements on any elevator not under scheduled renovation, the Contractor shall provide Harris Health System with a list of any recommended repairs and/or the ancillary parts replacement of any worn and/or defective equipment. The recommended repair list shall indicate the Contractor's estimated cost of material, equipment, and estimated labor hours to complete the planned/intended repairs on any vertical transportation unit(s).

During the term of this Agreement, any system, component, or part not meeting the definition of obsolescence as described above (paragraph 12.13) shall be covered as prescribed in this document. Systems, components or parts which are repairable or re-buildable as noted above shall be covered under the following conditions:

1) Part is repairable, in the same form and fit, either through the manufacturer or through any third-party provider, up to the cost that the original part would have been at its latest available date.

2) Part is custom makeable, in the same form and fit, up to the cost that the original part would have been at its latest available date.

3) If cost of the part repair or fabrication is greater than the original part, Contractor shall submit documentation to substantiate the original part cost and the current repair/fabrication cost. Purchaser shall not be responsible for additional labor cost associated with this repair or fabrication.

Should a part become obsolete meeting the definition of obsolescence as described above (paragraph 12.13), the Contractor shall submit the following:

1) A separate quotation to the Purchaser stating the cost of the obsolete part and the cost of the replacement part. Purchaser shall only be responsible for the cost difference in parts.

2) The cost of labor to replace the obsolete part and the cost of labor to install the replacement part. Purchaser shall only be responsible for the cost difference in labor.

3) Documentation to substantiate the part is obsolete and attempts to locate third party providers that has occurred for any material cost associated with the part.

4) Documentation as to equipment changes required to replace the obsolete part with that of the new part for any labor costs associated with the part replacement.

Removal of vertical transportation equipment from service by Contractor shall be coordinated with, and approved by, the designated Harris Health System representative.

Harris Health System agrees to permit Contractor to remove vertical transportation equipment from service for a reasonable time to perform routine preventive maintenance. No more than one (1) piece of vertical transportation equipment shall be removed at any one (1) time from any vertical transportation equipment group, except in emergencies. It is understood that imminent safety concerns for the traveling public or damage to equipment constitutes an emergency situation.

Harris Health System may add equipment to, or delete equipment from, the contract as necessary. Service for added equipment must be priced comparably to similar equipment then currently on the contract. Deletions from this contract may be permanent or temporary, but the cost of service for a deleted unit will not be paid until the unit is returned to service.

If equipment is being replaced by a vendor other than the awarded Contractor and/or affiliated Subcontractor, the new equipment will be covered under a one-year warranty which shall be provided by the vendor who installed the equipment. Once the warranty period is over, the equipment will be added to the contract.

Harris Health System may inspect and test, at its convenience, any vertical transportation equipment and/or related equipment to verify that the contract requirements are being fulfilled. Deficiencies shall be expeditiously corrected. Failure to begin to correct any deficiency within twenty-four (24) hours of notification will be justification for Harris Health System to satisfy the deficiency outside of the current contract and deduct all costs for such services from the Contractor's monthly charge for service. Harris Health System may utilize a consultant to determine the condition of the vertical transportation equipment at any time, and requires the Contractor to correct any and all deficiencies.

The Contractor's personnel shall report all damages, which are suspected of being acts of vandalism to the Harris Health System representative, who together will survey the damages and make the final determination of whether it is vandalism or a contractually required repair.

C. Hazardous Material - Contractor is responsible for proper disposal from Harris Health

System facilities of all rubbish and waste materials generated by, or from, the contracted services. The Machine Room/Hallways will not be used as a storage area for waste of any kind. Under no circumstances are the facilities waste removal systems to be used by Contractor for the disposal of rubbish or waste materials. Under no circumstances are any hazardous substances or toxic materials, as regulated by federal, state or other environmental laws, rules or regulations, to be brought onto the facilities, used on the facilities, or stored in the facilities without Harris Health System's prior written consent.

D. Uniforms - During contracted servicing, each employee of the Contractor must be outfitted with a uniform and/or badge, which clearly identifies the employee as with the Contractor.

Each employee must have the equipment necessary to perform the services of the contract, and that he/she is legally authorized to carry.

E. Work Scheduling and Reporting - Except Harris Health System approved holidays, work shall be performed during the weekday hours of 6:00 AM to 6:00 PM CST. During work hours and after hours, Contractor shall respond to callbacks and after hours service within thirty (30) minutes and be on-site within one (1) hour from the time of notification. If Contractor repeatedly fails to meet callback response times, Harris Health System, at its sole discretion, may reduce the applicable monthly payment due to the Contractor by $250/occurrence. Consideration will be given for extenuating circumstances beyond the control of the Contractor.

It is agreed that the Contractor shall perform work related items noted in this Agreement periodically during non-business hours (i.e., after hours, nights, weekends, and national holidays) to minimize disruption to patient care operations or as directed by the Purchaser.

In any such instance, any associated overtime charges for related services will not be paid as accompanying costs will be considered as part of the contract price for interim maintenance services.

Contractor shall have qualified personnel readily available, as outlined above, to be on the jobsite during regular business hours (6:00 AM to 6:00 PM CST) each week of every month to perform the required Preventive Maintenance tasks. The contract schedule shall not be negatively impacted by delays due to erroneous distribution of personnel or lack of resources allotted to meet the dual needs of interim elevator maintenance and elevator renovation tasks.

Upon arrival on-site, all Contractor's workers must sign in at the Facility Engineering Office prior to the commencement of any work. The workers must also sign out any time they leave the site or at the completion of work. Contractor's application for payment (invoice) will not be approved for any persons who do not sign in at the Facility Engineering Office.

F. Parts Inventory Requirements - The Contractor shall agree to the following:

1) Contractor agrees that, if motor and generator armatures are not immediately available, field coils and armatures will be rewound or repaired by a qualified motor rewind shop immediately. However, if purchase of a replacement in lieu of repair is required, the Contractor must obtain prior written approval from Harris Health System.

2) Contractor agrees that, if the Contractor maintains (local or national) stock of machine gears, frames, sheaves, cabs, rails, chains, handrails, steps, drive chains and similar major equipment components, Contractor shall provide Harris Health System information related to the sources of the aforementioned items.

3) Contractor shall agree that no vertical transportation equipment shall be out of service in excess of seventy-two (72) continuous hours due to a lack of spare parts inventory.

Therefore, Contractor must have access to an inventory of all printed circuit boards, modules and component parts to replace and/or repair any of the vertical transportation devices, should failure occur.

4) Contractor shall maintain an ample supply of spare parts, including, but not limited to:

contacts, coils, leads and generator brushes, step rollers, handrail guides, motor drive belts or chains, electrical switches/lights, lubricants, wiping cloths and other minor parts in each elevator machine room. Contractor shall provide a list of recommended spare parts for Harris Health review within the first (30) days from the ‘Notice to Proceed’.

5) Contractor shall maintain an ample supply of OEM spare exchange and replacement parts in its warehouse (local or national) inventory. This inventory will include, but not be limited to: door operator motors, brake magnets, switch contacts, solid state and/or microprocessor components, selector tapes and/or cables, door hangers, rollers and terminal limit and/or speed reducing switches.

6) Contractor shall be responsible for car enclosures (including, but not limited to: wall panels, door panels, car gates, plenum chambers, ceiling, cab lighting system, telephones, signage, call buttons (cab & hall), indicator lights, handrails, mirrors and floor coverings), main line or shunt trip disconnect switches or fuses, hoistway doors, hoistway door frames and elevator pits.

G. Performance Requirements - The Contractor shall agree to the following:

1) Contractor shall conduct a semi-annual maintenance survey of the entire vertical transport system to assure that equipment is operating and being maintained in accordance with the standards of this contract. Contractor shall schedule this survey in advance with the pavilion Engineering Director in order to allow a designated Harris Health System representative to participate in the survey. Written results will be provided to Harris Health System within thirty (30) days of completion of the survey. This report will include items outside the scope of this contract which may require maintenance, repair or replacement by Harris Health System.

2) Elevator Speed:

a) Traction elevator speed will be ± 5% of rated contract speed under any load condition.

b) Hydraulic elevator speed will be ± 10% of rated contract speed under any load condition.

c) Escalator step and handrail speeds will be ± 10% of rated contract speed under any load condition.

3) Stopping Accuracy - Stopping accuracy will be ± ¼" (± 6.3 mm) under any load condition.

4) Door Opening Time - Door opening time is when hoistway doors start to open to 1” or 38 mm from full open:

Door Type: Door Width: in. Open: (sec)

Single-slide 36 2.5 Two-speed 36 2.1

Center-opening 36 1.5

Single-slide 42 2.7 Two-speed 42 2.4

Center-opening 42 1.7

Two-speed 48 2.7 Center-opening 48 1.9

Two-speed 54 3.3

Center-opening 54 2.3

Two-speed 60 3.9 Center-opening 60 2.5

Two-speed, Center Opening 60 2.5

5) Door Closing Time - Door closing time is when hoistway doors start to close to 1" or 38 mm from fully closed: (Door Closing Thrust and/or Kinetic Energy shall not exceed ASME A17.1 Code Requirements):

Door Type: Door Width: in. Close: (sec)

Single-slide 36 3.6 Two-speed 36 3.3

Center-opening 36 2.1

Single-slide 42 3.8 Two-speed 42 3.7

Center-opening 42 2.4

Two-speed 48 4.5 Center-opening 48 2.9

Two-speed 54 5.0

Center-opening 54 3.2

Two-speed 60 5.5 Center-opening 60 3.5

Two-speed, Center Opening 60 3.0

6) Performance Time - Performance time is the time required from when the hoistway doors start to close to within 1/4" or 6.3 mm at the floor with elevator car doors two-thirds open.

Performance time is measured when elevator is making a typical one floor run.

Elevator Speed: 9' 10' 11' 12' 13' 14' 15'

100 7.6 8.2 8.8 9.4 10.0 10.6 11.2 150 6.7 7.1 7.5 7.9 8.3 8.7 9.1 200 5.8 6.1 6.4 6.7 7.0 7.3 7.6 300 5.2 5.4 5.6 5.8 6.0 6.2 6.4 350 5.0 5.1 5.3 5.4 5.6 5.8 6.0 400 4.8 5.0 5.1 5.2 5.4 5.6 5.7 500 4.3 4.4 4.5 4.6 4.7 700 4.3 4.4 4.5 4.6 4.7

1000 4.3 4.4 4.5 4.6 4.7

7) Ride Quality - Contractor shall maintain a comfortable elevator ride with smooth acceleration, retardation and a soft accurate stop. Complete door operation will be quiet, smooth and efficient. Contractor acknowledges the performance requirements indicated above are minimum standards to which the system shall be maintained. Horizontal acceleration within elevator under any ride condition shall not exceed 15mg peak to peak measured in the 1-10 Hz range.

8) Callbacks - Callbacks will be defined as any elevator or escalator equipment failure, which results in either a passenger entrapment or loss of building use due to component failure. Contractor shall provide any means necessary to minimize equipment callbacks.

Any misuse or vandalism of any component of any part of the vertical transportation system equipment does not constitute an equipment callback.

Contractor callback performance criteria shall be the following;

Time between callbacks on individual equipment will average no less than seventy-five

(75) days. The minimum allowable time between callbacks for any unit will be thirty (30) days. Callbacks involving a passenger entrapment will not exceed one (1) entrapment per elevator per any ninety-day (90) period.

If the Contractor has three (3) callbacks within a two (2) week period for the same malfunction/failure, Harris Health System will hire a third-party elevator inspection firm to assess the problem. The Contractor shall be financially responsible for this service.

Should Contractor fail to meet the above callback performance criteria during ninety (90) concurrent days, Harris Health System may deduct a reasonable amount, as determined by Harris Health System, from the applicable unit's billing for the period(s) in which the applicable unit(s) failed to meet the above performance criteria.

H. Billable Rates / Routine Repair Parts

Prices listed on the bid pricing sheets must be all-inclusive of maintenance, routine repair parts, and labor involved with interim and warranty maintenance services. Rates for related services not described herein, when approved by Harris Health System, will only be paid in the event of a requirement for code compliance, force majeure, fire, floods, water, earthquake, vandalism, terrorism, theft, misuse and/or abuse. The Contractor may be asked to perform these services at any time of day, seven (7) days a week, including Harris Health System holidays. Rates for related services will not be paid in the event of callback due to Contractor error, a passenger entrapment, equipment malfunction/ failure (includes all equipment listed in this Agreement and/or contract documents), and/or the status of three (3) or more passenger elevators (Green Elevators Only) being out of service due to malfunction/ failure. In the event of discontinuation of a replacement part meeting the definition of obsolescence as described above (paragraph 12.13), the requirements outlined in Exhibit B, paragraph II.B shall govern. No other charges will be allowed.

I. Miscellaneous - Contractor shall provide a daily record of routine preventive maintenance tasks or repairs and future tasks or repairs, either via machine room logs and/or via internet access. Such information will include task date schedules, mechanic's or supervisor's name, brief description of tasks completed (including number of elevators serviced) and the approximate time required for the work. Harris Health System will be given full access to inspect and/or copy the Contractor provided information at any time.

Contractor shall provide a quarterly report to Harris Health System consisting of a summary of all passenger entrapments, callbacks, mean time between callbacks and past ninety (90) day preventive maintenance and repair records. The intent of this report is to identify callback and repair trends.

Upon award of contract, the Contractor shall provide a list of contacts including account manager, supervisor, sales representative, and dedicated downtown complex mechanics, including office and cellular telephone numbers.

Contractor agrees to check, maintain and adjust the dispatching control system, making all necessary tests and/or adjustments to ensure all circuits and time settings are properly adjusted for maximum dispatching efficiency.

Contractor shall maintain Harris Health System's complete set of straight-line wiring diagrams under "as-built" conditions and shall reflect all changes and/or modifications to circuits resulting from control modifications, parts replacement or equipment upgrades made by the Contractor during the term of this contract. Contractor further acknowledges these "as-built" drawings are the property of Harris Health System.

Contractor shall clean and paint the equipment as required to maintain a professional appearance, prevent rusting and preserve the life of the equipment. Floors in the machine rooms, car-tops and pit shall be maintained and painted as required to maintain a professional appearance. All paint will be for the purpose intended and of the highest quality of paint. Application of paint in all circumstances will be as per any applicable ASME and/or local building codes.

Contractor shall keep a record of all scheduled and unscheduled repairs, component replacements, and upgrades, such as, but not limited to: hoist, governor and comp ropes replacements; traveling cable replacement; ropes shortened; machines rebuilt; governors replaced; any upgrades installed; escalator sprockets, chains, or handrails replaced; etc.

Contractor shall keep these record current and updated at all times. Contractor shall also provide Harris Health System with old parts when repairs are made to verify repairs were made with new parts before discarding.

Except for repairs previously identified prior to the start of the interim and warranty maintenance service Agreement, Contractor agrees that if any elevator is shut down for more than seventy-two (72) continuous hours, Harris Health System, at its sole discretion, may reduce the applicable monthly payment due to the Contractor by…