00 Executed Contract_TEI Group.pdf

State Term Contract

No. 72101506-25-STC For

Elevator Maintenance and Repair Services

This State Term Contract No. 72101506-25-STC (“Term Contract”) is between the Department of Management Services (“Department”), an agency of the State of Florida, located at 4050 Esplanade Way, Tallahassee, Florida 32399; and Transel Elevator & Electric Inc. d/b/a TEI Group (“Contractor”) with its principal place of business located at 30-30 47 Ave STE 610, Long Island City, NY 11101; collectively referred to herein as the “Parties.”

WHEREAS, the Department issued a competitive solicitation for Elevator Maintenance and Repair Services; and

WHEREAS, the Contractor was awarded a contract to provide Elevator Maintenance and Repair Services as a result of such competitive solicitation for the following Regions: 1, 2, 3, 4, 5, 6, and 7;

NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Term and Effective Date.

The initial term of the Term Contract shall be for three years. The Term Contract will become effective on June 1, 2025 or on the date signed by all Parties, whichever is later. The Term Contract shall expire on May 30, 2028 unless terminated earlier or renewed in accordance with Exhibit B, Enterprise Standard Terms and Conditions.

2. Order of Precedence.

This contract document and the attached exhibits constitute the Term Contract and the entire understanding of the Parties. All Exhibits listed below are incorporated into this Term Contract by reference herein. In the event of a conflict, the Term Contract document and Exhibits shall have priority in the following order:

a) This contract document

b) Exhibit A, Scope of Work

c) Exhibit B, Enterprise Standard Terms and Conditions

d) Exhibit C, Price Sheet

Docusign Envelope ID: 93874CA8-D2CE-41BF-8802-9678BF5CE6A0

3. Purchases off this Term Contract.

Upon execution of this Term Contract, Customers, as defined in Exhibit B, Enterprise Standard Terms and Conditions, may purchase products and services under this Term Contract. Any entity making a purchase off of this Term Contract acknowledges and agrees to be bound by the terms and conditions of this Term Contract. The Contractor shall adhere to the terms included in any contract or purchase orders issued pursuant to this Term Contract.

4. Primary Contacts.

Department’s Contract Manager:

Christopher McMullen Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399 Telephone: (850) 922-9867 Email: christopher.mcmullen@dms.fl.gov

Contractor’s Contract Manager:

Danny Benoit Transel Elevator & Electric, Inc. d/b/a TEI Group 9836 Currie Davis Drive Tampa, FL 33619 Telephone: (352) 206-4033 Email: dbenoit@teigroup.com

Either party may notify the other by email of a change to a designated Contract Manager providing the contact information for the newly designated contact, and such notice is sufficient to effectuate this change without requiring a written amendment to the Term Contract.

IN WITNESS THEREOF, the Parties hereto have caused this Term Contract to be executed by the undersigned duly authorized officials.

State of Florida:

Department of Management Services

Contractor:

Transel Elevator & Electric Inc. d/b/a TEI Group

By: _____________________________

By: _____________________________

Name: __________________________

Name: __________________________

Title: __________________________

Title: ___________________________

Date: __________________________ Date: _________________________

VP of Sales

6/4/2025 | 6:50 AM PDT

Danny Benoit

6/5/2025 | 11:17 AM EDT

Pedro Allende

Secretary

Contract No. 72101506-25-STC Elevator Maintenance and Repair Services Page 1 of 14

Exhibit A

SCOPE OF WORK

1. PURPOSE

To provide Customers with Elevator Services on a regional basis, pursuant to the terms set forth in this Scope of Work. A map of the Regions is set forth in the Regional Map. All work shall be performed in accordance with the applicable provisions of Chapter 399, Florida Statutes.

2. DEFINITIONS

Definitions contained in section 287.012, Florida Statutes (F.S.); Rule 60A-1.001, Florida Administrative Code (F.A.C.); and Exhibit B, Enterprise Standard Terms and Conditions; are incorporated by reference. In the event of a conflict, the definitions listed in this section supersede the incorporated definitions for the purposes of this Scope of Work. All definitions apply in both their singular and plural sense.

American Society of Mechanical Engineers (ASME) – The American Society of Mechanical Engineers (ASME) is a non-profit organization that develops and publishes codes, standards, technical guidelines and draft regulations relating to the design, construction, and operation of mechanical systems and equipment.

ASME A17.1 – The ASME Safety Code for Elevators and Escalators, as adopted by reference into Florida law pursuant to Rule 61C-5.001(2)(a)1, F.A.C., subject to the exclusions stated therein, and in accordance with sections 399.02, 399.03, and 399.10, F.S.

ASME A17.3 – The ASME Safety Code for Existing Elevators and Escalators, as adopted by reference into Florida law pursuant to Rule 61C-5.001(2)(a)2, F.A.C., subject to the exclusions and effective dates stated therein, and in accordance with sections 399.02, 399.03, and 399.10, F.S.

ASME A18.1 – The ASME Safety Standard for Platform Lifts and Stairway Chairlifts, as adopted by reference into Florida law pursuant to Rule 61C-5.001(2)(b), F.A.C., subject to the exclusions and effective dates stated therein, and in accordance with sections 399.02, 399.03, and 399.10, F.S.

ASME Code – Collectively, ASME A17.1, ASME 17.3, and ASME A18.1, as adopted by reference into Florida law pursuant to Rule 61C-5.001(2), F.A.C., subject to the exclusions and effective dates stated therein, and in accordance with sections 399.02, 399.03, and 399.10, F.S.

Authority Having Jurisdiction (AHJ) – The Florida Elevator Safety Act (FESA), Chapter 399, F.S., designates the Florida Department of Business and Professional Regulation (DBPR) as the state agency responsible for enforcing and administering the FESA and promulgating rules implementing same, as adopted in rule in the Florida Elevator Safety Code, Chapter 61C-5, F.A.C. Pursuant to section 399.13, F.S., DBPR may contractually delegate to Florida municipalities and counties, certain of its duties to regulate and enforce safety standards for elevators, escalators, and related equipment pursuant to the FESA and FESC.

Elevator Maintenance and Repair Services Page 2 of 14

Business Day – Monday through Friday, inclusive, except for those holidays specified in section 110.117, F.S., from 8:00 a.m. to 5:00 p.m. at the Customer’s location.

Callback Inspection – A follow-up Inspection to determine if the violations cited on the Inspection report, or Order to Correct, have been corrected.

Certificate of Operation – As defined in section 399.01(2), F.S.

Certified Elevator Inspector – As defined in section 399.01(13), F.S. May be used interchangeably with Inspector.

Certified Elevator Technician – As defined in section 399.01(14), F.S. May be used interchangeably with Technician.

Commodity Code – The State’s numeric code for classifying commodities and contractual services which meet specific requirements, specifications, terms, and conditions herein. Florida has adopted the United Nations Standard Products and Services Code (UNSPSC) for classifying commodities and services.

Confidential Information – Information that is trade secret or otherwise confidential or exempt from disclosure under Florida or federal law.

Contract Manager – The representative designated by the Department who will oversee all aspects of the Term Contract, monitor performance expectations, and serve as the primary point of contact for the Contractor.

Contractor – A Vendor that enters into a Term Contract with the Department.

Customer – A State agency or Eligible User.

Customer-Specific Scope of Work (SOW) – Tasks, deliverables, and specific requirements for the requested Elevator Services established by the Customer. May be used interchangeably with Customer SOW.

Department – The Department of Management Services (DMS), a state agency.

Elevator Maintenance – Means preventative maintenance to avoid and prevent problems through regular upkeep to keep Equipment in proper operating order, detect potential complications, and avoid costly repairs based on the type of Elevator System. Preventative maintenance includes scheduled periodic examinations of the Equipment in accordance with ASME Code, FESA and FESC and other local, state, and federal requirements, laws, regulations, and any additional requirements as identified by the AHJ, with special attention to moving parts with the intention of preventing malfunctions from occurring during operation and keep Equipment in compliance with Equipment Manufacturer specifications.

Elevator Services – Means, collectively, all services to be provided by a Contractor pursuant to this Term Contract including but not limited to: Elevator Maintenance, Testing Services, Repair Services, and Inspection Services.

Elevator Maintenance and Repair Services Page 3 of 14

Elevator System – System used to lift or transport resources that includes, but is not limited to, a hydraulic elevator, traction elevator, dumbwaiter, escalator, moving walkway, or inclined platform lift.

Eligible User – As defined in Rule 60A-1.001, F.A.C.

Equipment – All components, functional devices, accessories, and machinery associated with an Elevator System.

Facility Manager – The individual(s) designated by the Customer who will oversee and manage the operations, maintenance, and performance of Elevator Services, and serve as the point of contact for the Contractor.

Florida Elevator Safety Act (FESA) – The comprehensive law designed to ensure the safety of elevators and other lifting devices in the state of Florida. Also known as Chapter 399, Florida Statutes.

Florida Elevator Safety Code (FESC) – The Florida rules promulgated by the Department of Business and Professional Regulation (DBPR) at Chapter 61C-5, F.A.C., in accordance with the statutory requirements of the Florida Elevator Safety Act.

Inspection – Inspections are performed by a Certified Elevator Inspector or by a public entity under contract with the AHJ. The AHJ will enforce Elevator System safety standards, ensure operational efficiency, and enforce regulatory compliance with ASME Code, FESA and FESC and other local, state, and federal requirements, laws, regulations, and any additional requirements as identified by the AHJ.

Inspection Services – The Inspection Services to be provided by the Contractor are intended to facilitate Inspection. The Contractor must provide access to the hoist way and car top for Inspection by the AHJ.

Maintenance Control Plan (MCP) – Required by ASME A17.1, as adopted by reference in Rule 61C-5.001, F.A.C., and required by Rule 61C-5.013(5), F.A.C. May be used interchangeably with Maintenance Control Program.

Manufacturer – The producer or provider of Equipment which possesses the minimum quality, reliability, service, and value required by the Customer. May be used interchangeably with Brand Name.

Manufacturer’s Suggested Retail Price (MSRP) – The Manufacturer’s recommended retail selling price, list price, published price, or other usual and customary price that would be paid by the purchaser for specific Parts without the benefit of the Term Contract.

Original Equipment Manufacturer (OEM) – Parts produced by the original equipment Manufacturer.

Order to Correct – As defined in section 399.061(4), Florida Statutes.

Parts – Repair or service Parts for an Elevator System which meet the requirements, specifications, terms, and conditions herein, and may be installed to, uninstalled from, or

Elevator Maintenance and Repair Services Page 4 of 14 provided with or separately from the Elevator System by the Manufacturer or Dealer, as specified, ordered, legal, customary, reasonable, and prudent in the industry.

Region – Service area comprised of specific Florida counties, as defined in the Regional Map.

Repair Services – Includes the repair and replacement of Equipment to proper working order to be consistent with the Equipment Manufacturer’s specifications. May be used interchangeably with Repair.

State – The State of Florida.

Term Contract – The written agreement between the Department and the Contractor.

Testing Services – Testing is a component of an elevator Inspection. An elevator or escalator cannot pass Inspection without the proper testing being completed. May be used interchangeably with Testing.

3. SCOPE OF WORK

3.1 Description of Scope

The Contractor shall provide Elevator Services as defined herein.

3.2 General Requirements

All Elevator Services provided shall be in strict compliance with all requirements, specifications, terms, and conditions outlined in the Term Contract, as well as with ASME Code, FESA and FESC and other local, state, and federal requirements, laws, regulations, and any additional requirements as identified by the AHJ. All Elevator Services shall comply with Equipment manufacturer’s specifications using the most appropriate industry standards and Equipment.

The Contractor shall be responsible for removal and disposal of damaged or unusable Equipment.

3.3 Customer-Specific Scope of Work

Customers shall use a Request for Quotes in accordance with Section 3.21 of this SOW. For any purchases off this Term Contract, Customers shall develop a Customer-Specific SOW which established tasks, deliverables, and specific requirements for the requested Elevator Services. The Customers shall include the Customer-Specific SOW in the Request for Quote issued to the awarded Contractors, and the Customer-Specific SOW shall be incorporated into any purchase order or contract issued by the Customer. Customers are permitted to request terms and conditions which supplement those contained in the Term Contract but shall not conflict with the terms of this Term Contract. The Customer may also include additional financial consequences beyond those stated in Section 3.23 of this SOW. The Customer-Specific SOW may include, but is not limited to the following:

Site access requirements Facility Manager contact(s) Elevator names, locations, and serials Additional records, documentation or reporting requirements Specific Testing and Inspection requirements Included/excluded Elevator System components

Elevator Maintenance and Repair Services Page 5 of 14

Additional facilities Additional elevator consulting services.

3.4 Inventory of Equipment

The Contractor shall maintain an inventory of Parts sufficient for the Elevator Services. The Contractor shall maintain an inventory of Parts sufficient for the Elevator Services.

For Equipment repaired during the life of this Term Contract, the Contractor shall keep any working and usable Parts from the removed Equipment in the Customer's inventory for use on the same Customer’s Equipment. When such Parts are used, the invoice will reflect the use of said Parts. The Customer will not be charged for these Parts unless there is a cost for refurbishing the part.

The Contractor shall have and maintain all required and necessary Elevator Services tools for the duration of the Term Contract.

3.5 Records, Documentation, and Reporting

The Contractor shall maintain Elevator Services records and documentation for all services provided under this Term Contract. The record shall include, but shall not be limited to, records of all services calls, Elevator Services performed, any Equipment modifications as applicable, any Inspection lists, and an annual report of all service logs. The Customer may request documentation regarding Elevator Services provided under this Term Contract at any time. The Customer may request additional reports with written notice to the Contractor.

The Contractor shall furnish a report of each Inspection and Test to the Facility Manger on standard forms acceptable to the Customer.

3.5.1 Maintenance Control Plan (MCP)

A Maintenance Control Plan (MCP) is a requirement of ASME A17.1. The Contractor shall provide the Customer a MCP within ten Business Days after the start of the Customer’s order. The MCP shall be placed in all machine rooms once approved by the Customer.

3.5.2 Service Ticket

The Contractor shall prepare a service ticket (paper or electronic) for all Elevator Services. The Service Ticket will be provided to the Customer within one Business Day of the completion of service contemplated in the Customer SOW. At a minimum, the Service Report shall include:

Address, Elevator Systems, and Elevator System serial numbers Date, time of arrival, time of departure, and time elapsed.

Brief description of the condition of the Elevator Systems The Elevator Services performed by the Contractor If any Equipment was replaced or altered Recommendations for future services based on service or Inspection results Name and signature of the Technician Signature of the Facility Manager or designee Any additional information as requested by the Customer

Elevator Maintenance and Repair Services Page 6 of 14

3.5.3 Monthly Service Report

For Monthly Maintenance, the Contractor shall submit a summary of any monthly reports for the applicable month to the Customer. An example is provided in the Monthly Summary Report. The Customer shall determine the due date of the Monthly Service Report each month. At a minimum, the Monthly Service Report shall include:

Service Tickets signed by the Facility Manager or designee Any Elevator Services performed Any Inspections, Testing, or certifications performed Any additional information as requested by the Customer

3.5.4 Inspection Certifications

The Contractor shall submit Inspection reports to the Bureau of Elevator Safety at the Department of Business and Professional Regulation within five Business Days of the Inspection. Copies of Inspection reports and proof of submittal to the AHJ should be provided to the Facility Manager.

The Contractor shall obtain and post a Certificate of Operation and other standard forms in the elevator cabs and in the elevator machine rooms as required by section 399.07, F.S. Up-to-date copies shall be provided to the Facility Manager.

3.5.5 Required Reporting

The Contractor shall maintain monthly oil consumption records on-site at the applicable Customer’s location in accordance with ASME A17.1, and as required by the AHJ for hydraulic elevators only.

The Contractor shall comply with all reporting and records requirements as identified in FESA, FESC, and the ASME Code. These reports include, but are not limited to:

Monthly Oil Consumption records on-site at the Customer’s location Annual Electric Traction Elevator Safety Test Annual Hydraulic Elevator Safety Test Annual Safety Certification Letter and Elevator Certificate of Competency Five-Year Full Load Safety Test

3.6 Pricing

The Contractor shall adhere to the initial term and renewal term pricing submitted in Exhibit C, Price Sheet for Elevator Services per Region. Pricing shall be in accordance with the Term Contract and Customers may negotiate lower pricing. The Contractor shall only provide Elevator Services in Regions which it is has an executed Term Contract for. The prices contemplated in Exhibit C, Price Sheet, are not-to-exceed rates which shall include all applicable fees, disposal, labor, tools, materials, supplies, safety equipment, transportation, travel, and other costs associated with performing the applicable Elevator Services. The Contractor’s travel time, fuel, and mileage shall be non-billable.

3.6.1 Elevator Maintenance (Per Month)

The Contractor shall perform all monthly Elevator Maintenance and adhere to the monthly Elevator Maintenance rates listed in Exhibit C, Price Sheet.

3.6.2 Repair Service Rates

The Contractor shall perform all Repair Services and adhere to the Repairs Hourly Rate

Elevator Maintenance and Repair Services Page 7 of 14 and the Emergency Repair Hourly Rate for Repair Services listed in Exhibit C, Price Sheet.

3.6.2.1 Repairs (Hourly Rate)

The Repairs Hourly Rate shall pertain to Repairs conducted during the Customer’s Business Day. The Repairs Hourly Rate shall apply to all scheduled and non-emergency service calls.

3.6.2.2 Emergency Repair (Hourly Rate)

The Emergency Repair Hourly Rate shall pertain to Emergency Repairs conducted outside and during the Customer’s Business Day. The Emergency Repair Hourly Rate shall apply to all such unscheduled and emergency service calls for which the Contractor is required to be on-site within two hours of notification from the Customer, as identified in the Response Time section of this SOW.

3.6.3 % off MSRP for Parts The Contractor shall provide Parts during the initial term and renewal term at the % off MSRP pricing listed in Exhibit C, Price Sheet, for new and unused Parts.

3.6.4 Additional Elevator Consulting Services (Hourly Rate)

The Contractor may provide additional elevator consulting services during the initial term and renewal at the hourly rate listed in Exhibit C, Price Sheet.

3.7 Staffing Requirements

The Equipment and Elevator Systems must be serviced and repaired only by Technicians and the Contractor shall ensure that all Technicians have current Certificates of Competency and Certified Elevator Technician certifications. The Contactor’s Technicians shall carry identification as prepared by the Contractor. Identification information shall include the employee’s full name, photograph, and Contractor name.

The Contractor shall ensure it has sufficient personnel to provide the Elevator Services outlined in this Term Contract. The Contractor shall provide all applicable documentation related to Technician training and certifications to the Customer upon request.

3.8 Customer Acceptance

The Customer has two Business Days to review and confirm that the Elevator Services are completed to the required specifications. The Contractor shall be notified by the Customer if services are unsatisfactory and additional work is required to meet the requirements of this SOW and an applicable Customer SOW. Any such callbacks will be performed at no additional charge and within two Business Days of the Customer’s notification.

3.9 Monthly Elevator Maintenance Service

The Contractor shall complete the required monthly Elevator Maintenance. A Technician performing Elevator Maintenance must look for existing faults, signs of wear, or impending problems. All monthly Elevator Maintenance shall meet or exceed the requirements of the Equipment Manufacturer. Failure to provide services within the month will result in non-payment for the monthly Elevator Maintenance on the Customer invoice.

Required monthly Elevator Maintenance includes, but it is not limited to, Equipment cleaning, inspection, lubrication, calibrations, alignment adjustments, painting, repair and replacement of

Elevator Maintenance and Repair Services Page 8 of 14

Parts, technical support, and evaluation of needed Repair Services, as specified in subsections below. The Customer may request additional services to be incorporated in the Elevator Maintenance.

3.9.1 Equipment Cleaning – The Contractor shall clean Equipment to maintain a clean condition and preserve the life of the Equipment.

3.9.2 Equipment Inspection – Inspection of Equipment shall follow the applicable

Equipment Manufacturer guidelines, and the Contractor shall identify and document any Equipment condition that may impair the normal operation of the Equipment.

Replacement of the Parts shall occur during the Equipment Inspection in which such condition was found or reported. The Contractor shall include on each monthly service log and note the condition which would lead to a failure of the Elevator System. The monthly service log prepared prior to the annual Inspection should note there are no issues or should provide a list of issues needing correction prior to the annual Inspection.

3.9.3 Equipment Lubrication – The Contractor shall lubricate Equipment at intervals recommended by the Equipment Manufacturer or more frequently as required for normal operation of the Equipment. All lubricants shall be suitable for the purpose intended and shall meet or exceed the minimum requirements specified by the Equipment Manufacturer.

3.9.4 Equipment Calibration – The Contractor shall calibrate Equipment to maintain safe operation of the Equipment. Calibration includes, but is not limited to, lift motor calibration and load tests.

3.9.5 Equipment Adjustment – When the operation of the Equipment varies from its normal or originally designed performance standards as a result of normal wear and use, the Contractor shall make necessary adjustments to correct for proper operation. Adjustments shall be made at regular intervals, frequent enough to maintain the Elevator System in good working and normal operating condition and to preserve the useful life of all Equipment.

3.9.6 Equipment Painting – The Contractor shall paint the Equipment at intervals frequent enough to maintain a professional appearance, prevent rusting, and preserve the Equipment. All paint shall be suitable for the purpose intended and be labeled by the manufacturer as high quality or premium paint. Application of the paint shall comply with ASME Code.

3.9.7 Equipment Repairs – The Contractor shall make all repairs attributed to normal wear and use of the Equipment at the Contractor’s expense. Repairs to such Equipment must be made timely and the Customer’s Facility Manager must be notified.

3.9.8 Recommended Repairs – During the monthly Elevator Maintenance, if the

Contractor discovers any of the Elevator Systems need Repair Services due to issues not related to normal wear and use of the Equipment, the Contractor shall notify the Customer with the Service Ticket.

Elevator Maintenance and Repair Services Page 9 of 14

3.10 Repair Services

The Contractor shall provide Repair Services, not attributed to normal wear and use, to return Equipment to proper working order consistent with the Equipment Manufacturer’s specifications.

The Contractor shall correct all deficiencies that were discovered during the Elevator Maintenance Service and for Repair Service visits correct all deficiencies discovered as directed by the Facility Manager. The Contractor is required to provide the Facility Manager a written quote for Repair Services, including recommended repairs.

3.10.1 Repairs

The Contractor shall provide Repairs, which are not included in Elevator Maintenance, for Equipment which is not operating properly and requires repair or service aimed at maintaining the proper working order of the Equipment.

3.10.2 Emergency Repairs

The Contractor shall provide Emergency Repairs, which are not included in Elevator Maintenance, for Equipment which is not operating properly and requires immediate repair or service to return the Equipment to proper working order consistent with Equipment Manufacturer's specifications and consistent with the requirements of the FESA and FESC.

The Contractor must respond to an Emergency Repair in accordance with the response times set forth in the Response Time section of this SOW.

3.11 Inspections

The Contractor shall utilize an independent Certified Elevator Inspector to perform all Inspections required for any Elevator System in accordance with ASME A17.1, section 399.061(1)(a), F.S., and as required by the AHJ.

Elevators must be inspected annually, unless exempt. Customers should coordinate with the AHJ for any exemptions.

Routine Inspections performed by city, county, state, federal government or insurance agencies or their representatives, and otherwise not identified in this Scope of Work or Customer SOW are specifically not a part of this Term Contract and such Inspections do not satisfy the Contractor’s obligations to perform Inspections as set forth herein.

The Customer reserves the right to have a Facility Manager witness all Inspections, Callback Inspections, and Testing procedures. The Customer may request documentation regarding inspections at any time. Any deficiencies or issues discovered as a result of an Inspection shall be immediately reported to the Facility Manager or designee.

3.11.1 Order to Correct and Callback Inspections

All violations cited during an Inspection shall be corrected within 90 days from the date of the Inspection or Order to Correct through a Callback Inspection. Failure to comply within 90 days is subject to administrative fines per 399.105, Florida Statutes, which shall be assessed to the Contractor.

3.12 Testing

An Elevator System cannot pass Inspection without the proper testing being completed. The type of test mandated by ASME A17.1 depends on whether the unit is hydraulic, traction, escalator, dumbwaiter, or other vertical transportation conveyances regulated by the AHJ. Some examples of testing are Category 1 (annual) tests and Category 5 (every 5 years) tests for

Elevator Maintenance and Repair Services Page 10 of 14 traction elevators. Hydraulic elevators require an annual pressure test. Escalators also must be tested annually or when the AHJ requires.

Testing is the responsibility of the Contractor. Code mandates that testing documents and testing tags, which give the date and type of test, be present in the machine room. An inspector checks to see if the required testing is completed during an Inspection. The Contractor is responsible for scheduling the necessary Inspection checks.

Routine tests performed by city, county, state, or federal government and/or insurance agencies or their representatives, and otherwise not identified in this Scope of Work or Customer SOW are specifically not a part of this Term Contract and such tests do not satisfy the Contractor’s obligations to perform tests as set forth herein.

Any deficiencies or issues discovered as a result of a test shall be immediately reported to the Facility Manager or designee.

3.13 Additional Elevator Consulting Services

The Customer may request to purchase additional elevator consulting services within the licensure of a Certified Elevator Technician and related to Elevator Systems including consulting for design, modernization, and engineering of an Elevator System and the creation of any plans to update or improve an Elevator System. The Contractor shall ensure these services are provided by individuals appropriately certified and or licensed pursuant to ASME Code, FESA and FESC and other local, state, and federal requirements, laws, regulations, and any additional requirements as identified by the AHJ. Such consulting services may impact Contractor’s ability to participate in future solicitations pursuant to section 287.057(19), F.S.

The Contractor may not provide elevator consulting services throughout the term on this Term Contract if an hourly rate is not provided in Exhibit C, Price Sheet.

3.14 Response Time

All non-emergency Elevator Services, unless otherwise coordinated and approved by the Customer’s Facility Manager, shall be conducted during the Business Day.

Unless otherwise approved by the Customer, the Contractor shall check in with the Facility Manager upon arrival and completion of Elevator Services.

3.14.1 Scheduling

The Contractor shall acknowledge the Customer’s request for Elevator Services within 24 hours of initial contact. Elevator Services schedules will be coordinated with and provided to the Facility Manager in advance. The Contractor shall also send a reminder notification at least 24 hours prior to arriving to the Customer’s location.

The Contractor shall complete the Elevator Services within the scheduled time approved by the Customer. The completion time shall not be affected by the Contractor’s response to other service requests.

3.14.2 Emergency Repair Response Times

The Contractor shall provide a 24-hour contact number to the Customer’s Facility Manager for any Emergency Repairs conducted outside and during the Customer’s Business Day. Response time for Emergency Repairs shall require that a Technician be on-site within two hours of notification from the Customer.

Elevator Maintenance and Repair Services Page 11 of 14

3.15 General Facility and Site Procedures

The Contractor shall check in and out with the Facility Manager or designee to perform all work without unnecessarily interfering with occupants at the Customer’s location. The Contractor shall keep the premises free from accumulation of waste materials or rubbish and from leaks and spillage from the Equipment and aim to protect existing infrastructure. Upon completion of work, the Contractor shall remove all waste materials, rubbish, tools, machinery, and other related items.

3.16 Customer Service

The Contractor shall designate a Contract Administrator to oversee the Term Contract. The responsibilities of the Contractor Administrator shall include but are not limited to overseeing Elevator Services performed by the Technicians, scheduling, reporting, record keeping, and billing. The Contract Administrator shall be the point of contact for the Contractor. The Contractor shall provide the contact information for the designated Contract Administrator to the Contract Manager within ten Business Days after the Term Contract effective date and update the Contract Manager with any changes within two Business Days. The Contract Administrator shall work with the Customer to resolve any issues or discrepancies and ensure that all Elevator Services are provided to the Customer in accordance with this Scope of Work, applicable Customer order, and Customer SOW.

3.17 Parts

Only Parts approved by the Equipment Manufacturer for the specific Equipment being serviced shall be used when replacement Parts are required. Parts must be from the Original Equipment Manufacturer and in new, unused condition. Replaced or old Parts shall become the property of the Contractor, unless otherwise requested by the Customer. New Parts shall become the property of the Customer. At a minimum, the cost for Parts shall be provided at the percentage off MSRP listed in Exhibit C, Price Sheet. The cost for any Parts, for which the percentage off shall be applied, shall not exceed the current Manufacturer’s price, regardless of the reason for replacement.

Proprietary Parts shall not be installed on the Customer’s Elevator Systems.

If the Part or assembly is not readily available, the Technician must record the defect and notify the Customer’s Facility Manager. The worn or deteriorated Part or assembly must be replaced within one Business Day of Equipment inspection, unless the Part or assembly must be ordered. If the Part or assembly must be ordered, the Facility Manger must be notified within one Business Day.

3.18 Warranty

All calls for Elevator Services shall initially be reported to the Contractor. If the service call involves an Original Equipment Manufacturer’s warranty, the Contractor shall notify the Facility Manager, who will be responsible for placing and tracking the warranty service call with the Manufacturer. The Contractor shall ensure that any Elevator Maintenance or Repair Services performed will not void or modify any existing Original Equipment Manufacturer’s warranties.

In accordance with this Term Contract, the Contractor’s warranty shall provide a minimum of one-year standard warranty coverage for Parts and service and shall not affect the warranty status of any other existing Parts of the Equipment. All the Contractor’s warranties under this Term Contract shall provide coverage against defective material, workmanship, and failure to perform in accordance with the specifications and Manufacturer’s performance criteria.

Elevator Maintenance and Repair Services Page 12 of 14

Should the Contractor’s standard warranty conflict with any requirements, specifications, terms, or conditions of the Contract, then the Term Contract requirements, specifications, terms, and conditions shall prevail.

3.19 Recalled Parts

The Contractor shall track and notify the Customer of any recalls and is responsible for tracking recalls of any Parts supplied pursuant to the Term Contract.

In the event there is a recall Commodity supplied pursuant to the offered on the, the Contractor shall provide notice of such recall to the Department and affected Customers, develop a recall strategy, cooperate with the Department and affected Customers in monitoring the recall operation. The Contractor shall prepare recall related reports as may be required. Each Contractor shall, at the request of the Department or any Customer, give the Department and each Customer all assistance in locating and obtaining any needed replacement Parts. Each Contractor shall immediately notify and provide copies to the Department of any communications, whether relating to recalls or otherwise, with any Customer. The Contractor shall ensure recalled Parts are rectified, replaced and destroyed in compliance with all applicable laws, rules or regulations and the Department's instructions. All efforts relating to recalled Parts shall be at the Contractor’s expense.

3.20 Compliance and Compatibility

It is the Contractor’s responsibility to ensure that the Commodities and Services supplied are compliant with the Term Contract requirements, specifications, terms, and conditions.

Additionally, the Contractor shall ensure that all Commodities ordered by the Customer are fully compatible with each other and with any associated pre-existing Commodity possessed by the Customer and disclosed to the Contractor by the Customer. The Contractor’s acceptance of the Customer’s order shall indicate that the Contractor agrees to deliver Commodities and Services that are fully compliant and compatible with the Customer’s order requirements, specifications, terms, and conditions.

3.21 Request for Quotes Requirement

Customers shall use a Request for Quotes in accordance with sections 287.056(2) and 287.0591, F.S., and Rule 60A-1.043, F.A.C., when making purchases off this State Term Contract (Term Contract). Contractors can only respond to Request for Quotes for Regions awarded. For any purchases off the Term Contract, the Contractor recognizes its responsibility for all tasks and deliverables contained in the Term Contract and any Customer Request for Quote, warrants that it has fully informed itself of all relevant factors affecting accomplishment of the tasks and deliverables, and agrees to be fully accountable for the performance thereof.

3.22 Punchout Catalog and Electronic Invoicing

The Contractor is encouraged to provide an MFMP punchout catalog.

The punchout catalog provides an alternative mechanism for suppliers to offer the State access to Products awarded under the Term Contract. The punchout catalog also allows for direct communication between the MFMP eProcurement System and a supplier’s Enterprise Resource Planning (ERP) system, which can reflect real-time Product inventory/availability information.

The punchout catalog enables Florida buyers to “punch out” to a supplier’s website. Using the search tools on the supplier’s Florida punchout catalog site, the user selects the desired Products.

When complete, the user exits the supplier’s punchout catalog site and the shopping cart (full of

Elevator Maintenance and Repair Services Page 13 of 14

Products) is “brought back” to MFMP. No orders are sent to a supplier when the user exits the supplier’s punchout catalog site. Instead, the chosen Products are “brought back” to MFMP as line items in a purchase order. The user can then proceed through the normal workflow steps, which may include adding, deleting, and editing Products (i.e., line items) in the purchase order.

An order is not submitted to a supplier until the user approves and submits the purchase order, at which point the supplier receives an email with the order details.

The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the Customer through one of the mechanisms as listed below:

1) EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (EDI 810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the Business Network (formerly known as Ariba Network) for catalog and non-catalog goods and services.

2) PO Flip via BN This online process allows Contractors to submit invoices via the BN for catalog and non-catalog goods and services. Contractors are able to create an invoice directly from their inbox in their BN account by simply "flipping" the PO into an invoice. This option does not require any special software or technical capabilities.

The Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider of MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within MFMP. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third-party provider the right and license to reproduce and display within MFMP the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the Products made available by the Contractor under the Term Contract.

3.23 Financial Consequences

Failure to comply with the requirements of the Term Contract will result in the imposition of financial consequences. The following financial consequences will apply for the Contractor’s failure to meet the performance metric standard and due date corresponding with the deliverables under the Term Contract. The Customer may impose additional financial consequences beyond those stated herein to apply to that Customer’s purchase. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Term Contract termination, or nonrenewal, when the Contractor has failed to comply with the provisions of the Term Contract.

The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures over each target period beginning with the first full month or quarter of the Term Contract performance and every month or quarter, respectively, thereafter.

Elevator Maintenance and Repair Services Page 14 of 14

Financial Consequences Chart

No favorable action will be considered when Contractor has outstanding Term Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees / monies, that are required under this Term Contract.

Deliverable Performance Metric Performance Due

Date

Financial Consequence for Non-Performance

Contractor will timely submit complete Term Contract Quarterly Sales Reports

All Term Contract Quarterly Sales Reports will be submitted timely with the required information

Completed reports are due on or before the 30th calendar day after the close of each State fiscal quarter

$250 per day late

Contractor will timely submit complete MFMP Transaction Fee Reports

All MFMP Transaction Fee Reports will be submitted timely with the required information

Completed reports are due on or before the 15th calendar day after the close of each month

$100 per day late

SP approved version 9-12-2024 Page 1 of 20

Exhibit B

ENTERPRISE STANDARD

TERMS AND CONDITIONS

These Enterprise Standard Terms and Conditions set forth the terms and conditions regarding the administration of the Term Contract, including the provision of Products to Customers. Customer specific terms for purchases off this Term Contract shall be set forth in the Customer specific agreement.

SP approved version 9-12-2024 Page 2 of 20

SECTION 1. DEFINITIONS

Capitalized terms used herein are defined as follows:

“Attachments” means the attachments, addenda, schedules, exhibits, and other documents, however so titled, attached hereto or incorporated by reference herein.

“Business Days” means Monday through Friday, inclusive, excluding State holidays specified in section 110.117, Florida Statutes (“F.S.”).

“Contractor” means the person or entity that is a party to the Term Contract and is offering Products for purchase.

“Customer” means the agency, as defined in section 287.012, F.S., or eligible user, as defined in Rule 60A-1.001, Florida Administrative Code (“F.A.C.”), that makes a purchase off the Term Contract. For the avoidance of doubt, this also includes the Department when it purchases off the

“Department” means the Department of Management Services, an agency as defined in section 287.012, F.S., responsible for the administration of this Term Contract.

“Enterprise Alternate Contract Source” means a contract authorized pursuant to section 287.042(16), F.S., or approved pursuant to section 287.057(3)(b), F.S., for statewide use.

“Product” means any deliverable under the Term Contract, which may include commodities and contractual services, as each is defined in section 287.012, F.S. “Product” does not include, and no State funding under the Term Contract is being provided for, promoting, advocating for, or providing training or education on “Diversity, Equity, and Inclusion” (“DEI”). DEI is any program, activity, or policy that classifies individuals on the basis of race, color, sex, national origin, gender identity, or sexual orientation and promotes differential or preferential treatment of individuals on the basis of such classification, or promotes the position that a group or an individual’s action is inherently, unconsciously, or implicitly biased on the basis of such classification.

“State” means the State of Florida

“State Term Contract” means a term contract that is competitively procured by the department pursuant to section 287.057, F.S. and that is used by agencies and eligible users pursuant to section 287.056, F.S.

“Term Contract” means the legally enforceable term contract, as defined in section 287.012, F.S., between the Department and Contractor to which these Enterprise Standard Terms and Conditions apply, including all Attachments thereto. The Term Contract is either a State Term Contract or an Enterprise Alternate Contract Source.

SECTION 2. CONTRACT AMENDMENT

2.1 Amendment. The Term Contract contains all the terms and conditions agreed upon by the parties. Unless otherwise stated in Term Contract, the Term Contract may only be amended upon mutual written agreement signed by the parties. No oral agreements or representations will be valid or binding upon the Department or the Contractor. Unless explicitly agreed to by the Department in the Term Contract, no unilateral alteration or modification of the Term

SP approved version 9-12-2024 Page 3 of 20

Contract terms, including substitution of Product, will be valid or binding against the Customer.

The Department and Contractor may modify the Term Contract to alter, add to, or deduct from the Term Contract specifications, provided that such changes are within the general scope of the Term Contract. The parties may make an equitable adjustment in the Term Contract price or delivery date if the change affects the cost or time of performance.

SECTION 3. CONTRACT CONSTRUCTION AND ADMINISTRATION

3.1 Construction. Unless the context requires otherwise, (i) the words "include," "includes," and

"including" are deemed to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the Term Contract as a whole, inclusive of all Attachments. Unless the context requires otherwise, references herein to (i) sections or Attachments mean the sections of, or Attachments to, the Term Contract; (ii) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) a statute, rule, or other law or regulation means such statute, rule, or other law or regulation as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

Unless the context requires otherwise, whenever the masculine is used in the Term Contract, the same will include the feminine and whenever the feminine is used herein, the same will include the masculine. Unless the context requires otherwise, whenever the singular is used in the Term Contract, the same will include the plural, and whenever the plural is used herein, the same will include the singular, where appropriate. All references to "$" or "dollars" means the United States Dollar, the official and lawful currency of the United States of America.

The Term Contract will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Attachments referred to herein will be construed with, and as an integral part of, the Term Contract to the same extent as if they were set forth verbatim herein.

3.2 Administration. Execution in Counterparts. The Term Contract may be executed in counterparts, each of which will be an original and all of which will constitute but one and the same instrument.

3.2.1 Notices. Where the term “written notice” is used to specify a notice requirement herein, said notice will be deemed to have been given (i) when personally delivered;

(ii) email (with confirmation of receipt) the day immediately following the day (except if not a Business Day then the next Business Day) on which the notice or communication has been provided prepaid by the sender to a recognized overnight delivery service; or (iii) on the date actually received except where there is a date of the certification of receipt.

Unless otherwise specified, the Contractor shall deliver all notices to the Department’s Contract…