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HomeMy WebLinkAbout24 - Professional Services Agreements - Otis Elevator Company - Stiff Professional Building elevatorPage 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of January, 2024 (“Effective Date”), by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, Otis Elevator Company, E 510 North Foothills Dr., Spokane WA, hereinafter referred to as “Contractor.” The City and Contractor may be referred to individually as “Party” and collectively as “Parties.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof. 2. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services, attached as Exhibit A. This contract also incorporates Contractor’s Acknowledgment, attached as Exhibit B. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 3. Payment: City agrees to pay Contractor one hundred one thousand four hundred forty-five dollars ($101,445.00). Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City and will become an additional charge over and above the amount listed in the Scope of Services. City agrees to pay Contractor 50% at the execution of this Contract and the remaining 50% upon completion of the project and acceptance of work by the City. Should the City fail to pay when due, the City agrees to pay interest in the amount of 1.5% per month or the maximum permitted by law, whichever is less, plus reasonable attys fees and collection costs. Contractor agrees to provide lien waivers on Contractor’s standard forms with respect to work or material for which Trade contractor has been paid for in full. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709 9th DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 2 Title to elevator equipment shall pass to the City when final payment for such equipment is received. 4.Contractor’s Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a.Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b.Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 5.Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers’ compensation coverage by an insurer licensed and authorized to provide workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’ compensation granted by law for independent contractors. Contractor shall post a legible statement of all wages and fringe benefits to be paid to the Contractor’s employees and the frequency of such payments (i.e., hourly wage employees shall be paid weekly). Such posting shall be made in a prominent and accessible location at the Contractor’s normal place of business and shall be made no later than the first day of services DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 3 provided under this Agreement. Such posting shall be removed only upon expiration or termination of this Agreement. In performing the services under this Agreement, Contractor shall give preference to the employment of bona fide residents of Montana, as required by §18-2-403, MCA, as such term is defined by §18-2-401(1), MCA. When making assignments of work, Contractor shall use workers both skilled in their trade and specialized in their field of work for all work to which they are assigned. Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, fringe benefits, and expenses, including travel allowances as set forth in the current Montana Prevailing Wage Rate for Non Construction Services in effect and applicable to Gallatin County, Montana, which schedule is incorporated herein. Contractor shall pay all hourly wage employees on a weekly basis. Violation of the requirements set forth in the above State of Montana schedule of prevailing wage rates may subject the Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall maintain payroll records during the term of this Agreement and for a period of three (3) years following termination of this Agreement. The Contractor shall ensure that any person, firm or entity performing any portion of the services under this Agreement for which the contractor, subcontractor or employer is responsible, is paid the applicable standard prevailing rate of wages. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes and for any claims regarding underpaid prevailing wages. 6.Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 4 consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Contractor or Contractor’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should the City be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below, the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. In the event of an action filed against the City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 5 In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: •Workers’ Compensation – statutory; •Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; •Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; •Automobile Liability - $1,000,000 property damage/bodily injury per accident; and The above amounts shall be exclusive of defense costs. The City shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General, Employer’s Liability, and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. Contractor shall notify City within two (2) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 7.Termination for Contractor’s Fault: a.If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 6 b.Should the City terminate for Contractor’s fault, the City will provide the Contractor with a written notice of such termination and allow Contractor ten (10) days to commence to cure the deficiency. c.In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. d.Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. e.In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. f.Neither party shall be liable for any loss, damage or delay nor be found to be in default or breach due to any cause beyond it’s reasonable control, including but not limited to acts of God or nature. The parties shall be allowed a reasonable amount of additional time for performance should such a cause occur. 8.Limitation on Contractor’s Damages; Time for Asserting Claim: a.In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b.In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 9.Representatives and Notices: a.City’s Representative: The City’s Representative for the purpose of this Agreement shall be Mike Gray, Facilities Superintendent, or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 7 be directed to the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as designated by the City in writing and may receive approvals or authorization from such persons. b.Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be Gregory Norris, or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. c. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 10.Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. Contractor agrees to pay for one inspection after completion of the Work. Should additional inspections be necessary for causes not attributable to Contractor, City agrees to pay for said inspections. 11.Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 12.Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 8 The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Contractor represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Contractor shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 13.Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing its employees and agents in safe work practices. The City agrees to provide Contractor with ready and safe access to areas of the building which any work is to per performed and to keep all work areas free of excessive debris, waste or hazardous materials. Additionally, the City will construct and maintain barricades at all elevator hoistway locations throughout the job site, as governed by the Occupational Safety Health Act. The City will prohibit any City employee from interfering with the Contractor’s performance. The City agrees to provide suitable storage areas for material and equipment during the course of the work. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 9 Should the City become aware of any asbestos or other hazardous material in any elevator hoistway, machine room, hallway or any other place in the building where Contractor is working, the City agrees to notify Contractor in a timely manner. The Contractor may delay work until the hazardous material is abated. The City understands Contractor has entered into a collective bargaining agreement with employees and is not requiring Contractor to violate terms of it’s collective bargaining agreement. 14.Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 15.Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 16.Non-Waiver: A waiver by either party of any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 17.Attorney’s Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 18. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 19.Dispute Resolution: DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 10 a.Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b.If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 20. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 21.Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 22.Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 23.Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 24.Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 25.No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 26.Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 27. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 11 28.Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year indicated below. _______________________ Date: _____________ Jeff Mihelich, City Manager City of Bozeman _______________________ Date: _____________ Gavin Burns Otis Elevator Company Approved as to form: _______________________ Date: _____________ Greg Sullivan, City Attorney City of Bozeman DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709 3/7/2024 3/8/2024 3/8/2024 XXXXXXXXXXXXXXXX Chuck Winn, Acting City Manager XXXXXXXXXXXXXXXXXXXXXXXXXX DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 12 EXHIBIT A: SCOPE OF SERVICES DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 © OTIS ELEVATOR COMPANY, 2011 All Rights Reserved Proposal# QTE-001666948 Page 1 of 8 OTIS MODERNIZATIONDATE: August 15, 2023 TO: FROM: Mike Gray 20 E Olive Bozeman, MT 59715 PROJECT LOCATION: Bozeman Professional Buildin 20 E Olive Bozeman, MT 59715 PROPOSAL NUMBER: QTE-001666948 Otis Elevator Company E. 510 North Foothills Dr.Spokane, WA 99207 Gregory Norris Phone: (406) 890-9054 Fax: (509) 545-2919 MACHINE NUMBER(S): 812469 Otis Hydro Accel We propose to furnish labor and material to provide a hydraulic microprocessor-based control system. It is specifically designed to meet the particular needs of modernizing hydraulic elevators. The system is integrated by communications over serial links and discrete wiring. The "Relative System Response Plus" software dispatches elevators based upon real-time response to actual demands on the elevator(s). Duty / Travel 2000# / 125 fpm Stops / Openings 3 / 3 Power Unit (Tank, Motor, Pump, Muffler and Valve) New Control Systems New – Microprocessor Start Configuration New Solid State Starter Emergency Operation Upgraded to Current Code Pit Stop Switch New DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 © OTIS ELEVATOR COMPANY, 2011 All Rights Reserved Proposal# QTE-001666948 Page 2 of 8 OTIS MODERNIZATION Hoistway Access Switches or Lunar Key Access New, as prescribed by code Top of Car Inspection Station New Car Operating Panel New Fixtures Communications New ADA Phone Integral with COP Car Position Indicator (car) New Digital Car Position Indicator in COP Braille New on COP and Entrances Floor Passing Chime New, ADA compliant Emergency Lighting New 6 volt system Hall Station Buttons New Fixtures In-Car Lantern New In Car Lanterns to Indicate Direction of Travel Car Guides Retain Car Frame Retain Door Operator New Closed Loop Door Operator Interlocks Refurbish Door Restrictors New Code Compliant Restrictors Door Protection New Door Detector Car Door Tracks, Hangers Retain Car Door Retain Hoistway Door Tracks, Hangers Retain Hoistway Doors Retain DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 © OTIS ELEVATOR COMPANY, 2011 All Rights Reserved Proposal# QTE-001666948 Page 3 of 8 OTIS MODERNIZATION Hoistway Door Closers Retain Hoistway Limit Switches Retain Traveling Cables New Hoistway Wire New Signage New New Car Door Relation Included Toe Guards New Code Compliant as Needed Seismic Rupture Valve New Maintenance Per Existing Maintenance Agreement (alt. to be supplied separately) Emergency power (ERU) Alternate 1 Cab Interior Finishes Alternate 2 Cab Air Purifier (new fan included) Alternate 3 DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 © OTIS ELEVATOR COMPANY, 2011 All Rights Reserved Proposal# QTE-001666948 Page 4 of 8 OTIS MODERNIZATION MODERNIZATION DEFINITIONS PAGE Retain Equipment will be retained in the same working order currently found when the project was accepted. Any problems with this equipment while completing the modernization will require a change order to repair Refurbish “As New” Equipment will be cleaned, adjusted and repaired as necessary during the Modernization process Refurbish “As Needed” Same as Refurbish “As New”, but at the elevator Contractor’s discretion. New Completely new units to replace the existing will be installed as part of the modernization. These units may be identical to the existing or replacements from different manufactures unless listed. By Others This work is to be completed by contractors other than the Elevator contractor. The work must be completed, scheduled, and paid for by the building management. This work must be scheduled with the elevator contractor and must be completed before inspections on the modernized elevators can be completed. WORK BY OTHERS (NOT INCLUDED IN CONTRACT PRICE) Main Line Power Feeders The current main line piping and wiring from the disconnect to the new controller location May need to be relocated to accommodate the new controllers. A ground wire must be added if it does not already exist. Cab Lighting A single 110 circuit must be run to each controller. This circuit must be run through a disconnect or switch that is lockable in the on or off position. The location of this switch must be coordinated with the elevator mechanic on site. GFI Outlets All Outlets in the machine room and/or the pits must be retrofitted with GFI outlets per code. Light Guards All lighting in the machine room and/or the pit must be retrofitted with code compliant guards made of either grounded metal, plastic or comparable. Phone Code requires a single phone line per elevator to be run in conduit to each controller. This line must be a normal dial tone outside line. Unless otherwise agreed upon by the elevator contractor. Disconnects The main power elevator disconnects must be code compliant, fused or breakers, and must be lockable in the off positions. The disconnects must be located within clear site of each elevator motor. Fire Recall Combined with the modernization main floor and Alternate floor fire recall will be required. Smoke detectors must be installed if not currently operating, at every lobby, the machine room, and the hoistway (if sprinklers are present). Smoke detectors in the hoistway must be mounted on an access panel that is serviceable from the outside of the hoistway. This panel must be no greater than 2’ x 2’. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 © OTIS ELEVATOR COMPANY, 2011 All Rights Reserved Proposal# QTE-001666948 Page 5 of 8 OTIS MODERNIZATION Shunt trip Disconnect If sprinklers are altered or installed in the machine room and or the hoistway as part of the modernization, a heat detector must be installed within 18” of every sprinkler head in the machine room and the hoistway overhead. These heat detectors must activate a shunt trip disconnect located outside the elevator machine room, to remove all of the three phase elevator power prior to the power entering the machine room. Cutting and Patching Any cutting and patching required for the installation of this equipment, including but not limited to cutting walls for installation of new fixtures. Pit Ladder If not included in proposal. Add $750/ladder to contract price if Otis is to provide. Modifications to Machine Room Including but not limited to the following: • Machine room door must be self closing and self locking • Adequate lighting and proper location in machine room. • GFI outlets • Light Guards • Disconnects • Phone lines • 110 v cab lighting circuits and disconnects • Pit ladder • Pit Lighting and GFI • Sprinklers • Smoke detectors, heat detectors • Shunt Trip Disconnects • Ledges in hoistway • Windows in Hoistway • Vents in hoistway • Temperature control in machine room DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 © OTIS ELEVATOR COMPANY, 2011 All Rights Reserved Proposal# QTE-001666948 Page 6 of 8 OTIS MODERNIZATION CLARIFICATIONS 1. The attached “Work By Others” (Not by Otis) is not part of this proposal. 2. Our proposal is based on mutually agreeable terms and conditions, with neither party liable for special, indirect, consequential, or liquidated damages. 3. Cab interior can be purchased for an extra cost from Otis Elevator Company but is not included in this scope of work. 4. Building must modify machine room for applicable code requirements. 5. Proposal price is valid for 60 days. 6. Cab lighting circuits and disconnects by others. (wiring to be run to new controllers) 7. Otis can accept a 10% variation of mainline from the norm. 5% above to 5% below the specified mainline voltage. 8. Storage and parking for Otis personnel to be provided at no charge to Otis. 9. We have included the cost of an Owners and Contractors Protection Policy, in lieu of naming others as additional insured. 10. Schedule of Payments: i. Contract Award 50% Engineering/Procurement of Materials ii. Completion 50% @ Job Completion DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 © OTIS ELEVATOR COMPANY, 2011 All Rights Reserved Proposal# QTE-001666948 Page 7 of 8 OTIS MODERNIZATION ALTERNATE NO. 1 - AUT-O-SAFE® (Battery Back-Up Device) We will furnish and install an Emergency Return Unit (ERU) providing auxiliary power to your hydraulic elevator(s). In the event of a primary power failure or a single phase condition, the ERU is designed to automatically return the elevator to its lowest landing at normal speed and allow all passengers to exit safely. If all elevator controls are in normal position, the elevator will be able to resume normal operation when building power is restored. Once main power has returned, it takes from six to 24 hours for the batteries to become fully charged, depending on the amount of power consumed in performing an ERU operation. WORK BY OTHERS Others are to provide an auxiliary contact on the main line disconnect switch and run two #18 wires from this auxiliary contact to the elevator controller such that when the main line disconnect switch is in the ON position, the auxiliary contact is closed and opens mechanically when the main line disconnect switch is placed in the OFF position. CONTRACT PRICE…………………………………………………….ADD $3,950 INITIAL TO ACCEPT:________________ ALTERNATE NO. 2 – CAB INTERIOR AND CEILING Otis agrees to supply and install the below cab interior and ceiling Cab Interior Otis agrees to supply and install a new cab interior for the above elevator. Customer may choose from the following designs: Delridge, Fremont, Highlands, Montlake, Eastlake, and Newcastle (Customer to choose laminate color from wilson art brochure) . The interior will consist of two side walls and the rear wall. Ceiling Otis agrees to supply a brushed aluminum framed suspended ceiling for the above elevator. The final number of sections will be determined during the shop drawings by the existing hatch location. Ceiling will have two (2) twin tube LED light fixtures for installation on the car dome. CONTRACT PRICE…………………………………………………….ADD $22,900 INITIAL TO ACCEPT:________________ The extent of the work to be performed is either described above or in the attached specification which is incorporated into and made a part of this document. ALTERNATE NO. 3 – Cab Air Purifier Otis will furnish and install the Otis Cab Air Purifier along with a new elevator fan. The Otis Cab Air Purifier uses proactive air purification technologies to minimize airborne viruses safely by using bipolar ionization, which creates millions of positive and negative ions, a proven method of virus reduction. CONTRACT PRICE…………………………………………………….ADD $3,800 INITIAL TO ACCEPT:________________ The extent of the work to be performed is either described above or in the attached specification which is incorporated into and made a part of this document. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 © OTIS ELEVATOR COMPANY, 2011 All Rights Reserved Proposal# QTE-001666948 Page 8 of 8 OTIS MODERNIZATION PRICE: $ 101,445.00 One hundred one thousand four hundred forty-five dollars 00/100 This proposal, including the provisions printed on the pages following, shall be a binding contract between you, or the party identified below for whom you are authorized to contract (collectively referred to herein as you), and us when accepted by you through execution of this proposal by you and approved by our authorized representative; or by your authorizing us to perform work for the project and our commencing such work. Accepted in Duplicate Submitted by: Gregory Norris CUSTOMER OTIS ELEVATOR COMPANY Approved by Authorized Representative Approved by Authorized Representative Date: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ Date: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ Signed: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ Print Name: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ Title: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ Signed: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ Print Name: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ Title: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ Name of Company: ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Page 13 EXHIBIT B: CONTRACTOR’S ACKNOWLEDGMENT DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Thank you for allowing Otis the opportunity to do business with you. Otis’ agreement to provide labor, services, and materials (collectively “Work”) is conditioned by the following terms in this document (hereinafter called “Acknowledgment”) and the Otis’ proposal (“Proposal”), both of which are incorporated herein by reference and made a part of the contract between Otis and Customer (collectively, the Acknowledgment, Proposal, and any other contract document agreed to between Otis and Customer for the Work is hereinafter referred to as the “Contract”). In the event of a conflict between the Acknowledgment, Proposal, or any other document, the terms in the Acknowledgment control (the only exception to this is limited to if the terms of the Proposal give Otis greater rights or protections, then in such limited instances, the Proposal controls). The references to section numbers are for convenience only and are not intended to restrict or otherwise affect the provisions stated below. Item 1, 3 It is understood and agreed that our proposal is hereby incorporated and made part of this Agreement. Item 4 a) A down payment of 50% is required at the execution of the Contract. The balance shall be paid upon completion. b) Otis does not agree to paid-when-paid, paid-if-paid, or greater than net 30 payment terms. c) Any payment not made when due shall be subject to interest at the rate of one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is less, plus reasonable attorney’s fees and collection costs. d) Otis agrees to provide lien waivers on Otis’ standard forms with respect to work or material for which Trade Contractor has been paid for in full. Item 6 Otis shall provide a certificate of insurance showing our workers compensation coverage. Item 7, 20 Notwithstanding any other provision to the contrary, we agree to indemnify you only for losses due to personal injury, or property damage to the extent that a court of competent jurisdiction ultimately finds that such losses were caused by our negligent acts or omissions, or the negligent acts or omissions of our employees, agents and subcontractors during the performance of this contract, but not to the extent caused by others. Each party shall defend itself in the event of a lawsuit. Otis’s duty to indemnify does not include a duty to defend from the time of tender or during the pendency of any claim or action as both parties shall defend themselves during the pendency of any claim or action. Notwithstanding any other provision to the contrary, Otis will supply an insurance certificate evidencing the insurance carried by Otis conditioned on the understanding that it represents full compliance with all insurance requirements applying to Otis under the Contract and for the Work. Otis does not provide copies of its insurance policies, certified or otherwise, does not waive subrogation and does not add others as additional insured. All limits and values related to OTIS ACKNOWLEDGMENT Thank you for your order Please refer to our contract number in all correspondence. Address all inquiries to: Otis Elevator Company E 510 North Foothills Dr. Spokane, WA 99207 Greg Norris Contract Number Your Subcontract Number Date Acknowledged August 17, 2023 Sold To City of Bozeman 121 North Rouse St. Bozeman, MT Job Location Bozeman Professional Building 20 E Olive Bozeman, MT DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 coverage if any is provided to Customer shall be actual values without qualifying language such as “at least”, “not less than”, “no less than”, “minimum” or the like. Coverage, if any, will be on an occurrence basis. Coverage Limits may be achieved through a combination of underlying and excess policies. Umbrella limits, if any, will be on a stand-alone, not follow-form basis. Renewal certificates will be provided during the term of the Contract. In lieu of naming parties as an additional insured, such parties shall be named on a separate Owner’s and Contractor’s Protective Liability Policy (OCP) with limits of $2,000,000. Policies, Declaration Pages, and any rating information related to Otis’ liability insurance has been deemed proprietary and will not be shared with third parties. Otis does not allow credits, deducts, deductibles or the reduction of its goods and services in exchange for participation. Otis does not provide professional liability coverage. If the project is covered by an Owner/Contractor Controlled Insurance Program (“CIP”), Otis may agree to participate provided it is at no cost to Otis and subject to Otis’ review and express acceptance of the proposed program. Any CIP requirement which violates or is counter to the intent of any condition found in any of Otis’ labor agreement(s) is immediately void and unenforceable. In the event Otis enrolls in any CIP program, the OCP is waived and Otis will add (not name) others as Additional Insured for off-site operations only. Otis does not waive its right to immunity under workers compensation, disability benefit or other employee federal and/or state benefit acts or laws. Otis shall not be required to comply with requirements from third party compliance vendors nor shall Otis be responsible for any costs associated with same. Item 8, 9 Otis does not agree to termination for convenience. The Contract may be terminated for default only and provided that Otis is first allowed ten (10) days to commence to cure the deficiency upon receipt by Otis of written notice specifying in detail the deficiency. In the event the Contract is terminated through no fault of Trade Contractor, Customer agrees to pay for all material furnished, or manufactured, and labor performed up to the date of termination, including a reasonable margin. Customer shall not have the right to take possession of Otis’ tools, machinery, or equipment. Customer’s right to take possession of materials is limited to materials that Customer has paid in full for which Otis has expressly agreed to the sale of such materials in writing. Item 8.d, 9.d, 10 Neither party shall be liable for any loss, damage or delay nor be found to be in default or breach due to any cause beyond it’s reasonable control including, but not limited to, acts of God or nature; fire; explosion; theft; floods; water; weather; traffic conditions; transportation, material or labor disruptions; epidemic, pandemic, quarantine or other local, state, or federal government action in response thereto; sabotage; cyber-security; national emergency; act of terrorism; earthquake; riot; civil commotion; war; vandalism; national or local labor strikes, lockouts, other labor disputes; misuse, abuse, neglect, mischief, or work by others (collectively “Causes Beyond Reasonable Control”). Otis shall be allowed a reasonable amount of additional time for the performance of the Work due to Causes Beyond Otis’ Reasonable Control. Otis’ ability to maintain scheduled job progress is further conditioned upon the timely furnishing to Otis by Customer of completed and code compliant hoistway(s) (wellways) and machine rooms, necessary approvals, and power of proper characteristics for Otis’ uninterrupted use. Under no conditions shall either party be liable for special, indirect, liquidated, or consequential damages in contract, tort, including negligence, warranty or otherwise, notwithstanding any indemnity provisions to the contrary. Notwithstanding any provision in any contract document to the contrary, our acceptance is conditioned on being allowed additional time for the performance of the Work due to delays beyond our reasonable control. Otis will provide union labor and will make reasonable efforts to ensure that they will work in harmony with others. To effect this, Otis agrees to provide sufficient workers, equipment, and materials for prompt and diligent prosecution of the work. Notwithstanding any language to the contrary contained in the contract documents, a work stoppage, whether caused by strikes, lockouts, or other labor disputes, shall not constitute a breach of contract or an event of default. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 Item 13 Otis agrees to abide by Customer’s safety policy as long as said policy is not in conflict with Otis’ safety policy(ies) or Otis’ agreement with the International Union of Elevator Constructors (IUEC). Customer agrees to provide Otis with unrestricted ready and safe access to all areas of the building in which any Work is performed and to keep all Work areas free of excessive debris, waste, or hazardous materials. Further, Customer shall prohibit others from interfering with the Work. Otis agrees to accept liability for the cost of penalties incurred by you pursuant to governing Occupational Health & Safety acts that result from our acts or omissions on the condition that the cost of any similar penalties imposed on Otis because of your acts or omissions, or anyone employed by you shall be borne by you. Item 16 Otis supports Customer’s efforts to maintain a safe and productive work environment; however, Otis’ collective bargaining agreement with the IUEC prohibits Otis from completing background checks, searches, or tests on Otis employees in the IUEC bargaining unit. Therefore, Otis cannot agree to authorize any party to complete criminal background checks, searches, or tests on any Otis employees. Otis will request IUEC represented employees furnishing Work for Customer to agree to voluntarily submit to a criminal background check and agrees not to staff with employees who do not consent to same to the extent that Customer requires background checks. Customer agrees to pay any and all costs associated with obtaining criminal background checks conducted. Subject to the forgoing, Otis will take appropriate action in the event that you advise us of any action by any of our employees that is contrary to the maintenance of a safe, healthy and productive workplace. Item 18 Otis does not agree to any inspection, audit, or copy of any of Otis’ confidential, proprietary, or trade secret information, data, or documents including, without limitation, financials. Delivery Date Otis’s proposal is based on a delivery date of 12/31/2023. If the delivery date is delayed ninety (90) calendar days or greater, Customer agrees to pay applicable factory material price increases. A fully executed change order and full payment of the price increase, in addition to full payment of the required down payment by Customer is required prior to the factory material being ordered and released. Additionally, if your project schedule changes and extends installation or completion of labor into a future year or year(s), Customer agrees to pay applicable labor escalation price increases. A fully executed change order regarding the labor escalation price increase must be executed prior to mobilization and the start of any Work. In General CHANGE ORDER If Otis Elevator Company (“Otis”) is directed by you to furnish any labor, service, or material that is outside of the mutually agreed upon scope of work of this agreement (“Out of Scope Work”), Otis may agree to perform such Out of Scope Work (1) subject to receipt of a written notice to proceed prior to commencement of any such Out of Scope Work; and (2) contingent upon receipt of a mutually agreed upon and executed change order within thirty (30) calendar days of such written notice to proceed. If the parties are unable to agree to terms that lead to the issuance of a mutually agreed upon and executed change order within such thirty (30) day period, Otis may suspend the Out of Scope Work. Notwithstanding any other provision, language, term or condition of this agreement to the contrary, Otis shall not be liable for any project delays and/or damages, including but not limited to liquidated damages, associated with a delay in the issuance of a mutually agreed upon and executed change order. And shall not be deemed a breach of contract. WARRANTY Otis’ warranty only covers defective material and workmanship for a period that shall not extend longer than one (1) year from the date of completion of each elevator or escalator equipment or acceptance thereof by beneficial use, whichever is the earlier, of each elevator or escalator equipment. Otis’ duty and Customer’s remedy under this warranty are limited to Otis correcting a covered defect that Customer reports to Otis within the warranty period which, at Otis’ option, Otis will DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 repair or replace, provided all payments due under the terms of the Contract have been made in full. This warranty excludes ordinary wear and tear and any damage due to Causes Beyond Otis’ Reasonable Control. Warranty work will be completed during the local Otis office’s regular business hours and excludes local area Union holidays. Should any warranty work be performed outside of these regular business hours, the Customer will be responsible for the premium portion of labor at Otis’s standard service billing rates. THIS EXPRESS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SURETY Otis will provide surety bond(s) in the form provided by Otis’ Surety at no cost to Otis. This is in lieu of participation in any type of surety wrap-up or Subguard program. SOFTWARE Otis shall exclusively own all intellectual property rights, title, and interest in (i) all Otis’ goods, services, and software, as well as any and all intellectual property conceived and/or developed by Otis in the course of its Work for customer. The Customer agrees to keep any Otis software resident in the Otis’ goods or services in confidence as a trade secret for Otis and will not permit others to examine, copy, disclose, disassemble, modify, or reverse engineer Otis’ equipment, services or software for any purpose whatsoever. Otis hereby grants to Customer a limited, non-exclusive right and license to use Otis’ intellectual property as embodied in Otis’ goods, services, and software exclusively in connection with and at the physical location where such goods, services, or software are delivered under the Contract. Use of such software for any other purpose is prohibited. Work for Hire provision(s), if any, shall apply only to the extent the information, services, goods, or other items referenced in such provision(s) are specifically developed by Otis solely for Customer’s exclusive use only (and no other Customer of the Service Provider) and Customer was expressly contemplated to be the exclusive owner of such information under a separate written agreement. Any counters, meters, tools, remote monitoring devices, communication devices, resident software or other service equipment (“Otis Peripherals”) which Otis may use or install to deliver service under this Contract remains Otis’ property, solely for the use of Otis’ employees. Otis Peripherals are not considered as part of the equipment. If this Contract is terminated for any reason, Otis shall be given access to the premises to remove the Otis Peripherals at Otis’ expense. Otis shall only be required to follow its own cyber security policies and procedures. TITLE AND RESERVATION OF RIGHTS Title to each elevator or escalator equipment as applicable shall pass to Customer when final payment for such equipment is received. Otis shall retain a security interest in all material furnished hereunder and not paid for in full. Customer agrees that a copy of the Contract may be used as a financing statement for the purpose of placing upon public record Otis’ interest hereunder in the material and Customer agrees to execute a UCC-1 form or any other document reasonably requested by Otis for that purpose. Otis reserves the right to discontinue the Work at any time or to withhold the release of completed elevator or escalator equipment until all overdue payments, with interest, shall have been made as agreed herein. Nothing shall serve to void or reduce Otis’ entitlement to payment for Work properly performed or material suitably stored. BARRICADES Customer shall be responsible to erect/maintain all barricades at all of Trade Contractor’s’ elevator hoistway locations throughout the job site in strict conformance with good safety practices, the Code of Federal Regulations as governed by the Occupational Safety Health Act, and any other applicable regulations. STORAGE Customer will provide suitable storage areas, adjacent to the elevator shafts or escalator areas, for material and equipment during the course of the Work. Added costs to Otis resulting from off-site storage or relocation of the storage facilities at Customer’s request shall be reimbursed by Customer. DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437 HAZARDOUS MATERIALS You agree to notify Otis if you are aware or become aware prior to the completion of the work of the existence of asbestos or other hazardous material in any elevator hoistway, machine room, hallway or other place in the building where Otis’ personnel are or may be required to perform their work. In the event it should become necessary to abate, encapsulate or remove asbestos or other hazardous material from the building, you agree to be responsible for such abatement, encapsulation or removal, and any governmental reporting, and in such event Otis shall be entitled to (i) delay its work until it is determined to Otis’ satisfaction that no hazard exists and (ii) compensation for delays encountered. CONFIDENTIALITY To the extent that a party receives (“Receiving Party”) any non-public data, information and other materials from the other party (“Disclosing Party”) that is disclosed pursuant to this Contract (hereinafter “Confidential Information”), the Receiving Party shall not with respect to such Confidential Information (1) disclose the Confidential Information to any third party, (2) use the Confidential Information for its own benefit, or (3) use the Confidential Information for the benefit of others. Each party shall safeguard any Confidential Information received pursuant to the Contract using at least the level of care that it uses to protect its own confidential information, but in no case shall it use less than reasonable care. Neither party shall have an obligation of confidentiality with respect to any Confidential Information which: (i) was already known to the Receiving Party prior to acquisition from, or disclosure by the Disclosing Party; (ii) is received without restriction as to disclosure by Receiving Party from a third party having the right to disclose it; (iii) is approved for release by written authorization from the Disclosing Party; or (iv) is or becomes publicly known without fault of the Receiving Party. The Disclosing Party may at its sole discretion request the return and/or deletion of any Confidential Information provided to the Receiving Party, and the Receiving Party shall immediately delete and/or return such Confidential Information and certify in writing its compliance with the request. The Receiving Party shall not reverse engineer, reverse assemble, or decompile Confidential Information. Confidential Information may be disclosed to (i) contract workers, consultants and agents of the Receiving Party or (ii) the owner of the subject equipment at the subject premises who have a need to know for the benefit of Otis and who have executed agreements with the Receiving Party obligating them to treat such information in a manner consistent with the terms of this Contract. RESTRICTED PARTIES LAW If the event the transactions contemplated hereunder are restricted by U.S. Government or other applicable laws and regulations, including but not limited to those designating certain parties as “denied”, “restricted” or similarly ineligible to do business with U.S. entities, this agreement will be deemed void and Customer shall pay Otis all sums owed for the goods and services that may have been provide up to such time according to the rates contained in this agreement. You are responsible for complying with all regulations, including but not limited to those related to seismic activity and floodplains, regarding the geologic conditions of the site where the equipment will be installed. COVID VACCINE MANDATES Otis will not accept any Covid vaccine mandates unless Otis is given the opportunity to review the requirements and can assure Otis can fully comply. Non acceptance of any Covid vaccine mandates by Otis will not be cause for breach of contract or any other cause of action (damages, penalties or otherwise). We want to take this opportunity to thank you for this order. OTIS ELEVATOR COMPANY DocuSign Envelope ID: 8D8E0B9C-9F5E-42E3-B612-CC955D4A6709DocuSign Envelope ID: ABB2F7C6-F345-4B59-9946-A778A913A437