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HomeMy WebLinkAbout25-200.00 Otis Elevator Company - CenterPlace Elevator Phone Board ReplacementContract No. 25-200 CONSTRUCTION AGREEMENT Otis Elevator Company THIS CONSTRUCTION AGREEMENT (the "Agreement") is made by and between the City of Spokane Valley, a code City of the State of Washington ("City") and Otis Elevator Company, ("Contractor") jointly referred to as the "Parties". IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: 1. Work to Be Performed. Contractor shall do all work and furnish all labor, supervision, tools, materials, supplies, and equipment and other items necessary for the construction and completion of the elevator phone board replacement at CenterPlace (the "Work") in accordance with the Scope of Work outlined in Exhibit A and in accordance with this Agreement (which are by this reference incorporated herein and made part hereof and referred to as the "Contract Documents"), and shall perform any changes in the work in accordance with the Contract Documents. The terms and provisions in this Agreement shall control over any inconsistent or incompatible terms in any other Contract Document. Contractor shall, for the amount set forth in paragraph 4, below, assume and be responsible for the cost and expense of all work required for constructing and completing the Work and related activities to the City's satisfaction, provided for in the Contract Documents, within the time limits prescribed in the Contract Documents. The City Manager or designee shall administer and be the primary contact for Contractor. Upon notice from City, Contractor shall promptly commence work, complete the same in a timely manner, and cure any failure in performance under this Agreement. Unless otherwise directed by City, all work shall be performed in conformance with the Contract Documents, and all City, state, and federal standards, codes, ordinances, regulations, and laws as now existing or as may be adopted or amended. 2. Time for Performance. Contractor shall commence the Work within upon execution of this Agreement and shall complete the Work within the times specified in the Contract Documents, as may be extended in accordance with this Agreement and the Contract Documents. 4. Compensation. In consideration of Contractor performing the Work, City agrees to pay Contractor in accordance with the Contract Documents the sum of $1,056.00, plus Washington State Sales Tax of $93.98 (if applicable), for a total of $1,149.98, based on the bid submitted by Contractor (Exhibit A), and as may be adjusted in accordance with the Contract Documents. 5. Payment. fef p&ymeat in a �� satisfaetef�, to City. Applioatiefis for- payment sha4l be seat te the City- Fi a-Anee 6-.Contractor shall submit a Combined Intent/Affidavit Form within the Washington State Department of Labor & Industries portal. The City shall review said Form and within 30 days of the City's approval the City shall issue full payment for the completed work. In no case shall payment be made until completion of the work. Construction Agreement Page 1 of 9 6. Notice. Notice other than applications for payment shall be given in writing as follows: TO THE CITY: Name: Marci Patterson, City Clerk Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 TO THE CONTRACTOR: Name: Otis Elevator Company Phone: 406-439-6243 Address: E. 510 N. Foothills Drive Spokane, WA 99207 7. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, codes, and regulations. 8. Certification Reaardina Debarment Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 9. Prevailina Waaes on Public Works. Contractor, any subcontractor, or other person doing work under this Agreement, shall comply with the requirements of chapter 39.12 RCW, and shall pay each employee an amount not less than the Prevailing Rate of Wage, as specified by the Industrial Statistician of the Washington State Department of Labor and Industries ("L&I"). If employing labor in a class not shown, Contractor shall request a determination of the correct wage rate for the class and locality from the Industrial Statistician. Contractor shall provide a copy of any such determinations to City. Before commencing, during, and upon completion of the work, Contractor shall file all forms and pay all fees required by L&I and shall indemnify and hold City harmless from any claims related to its failure to comply with chapter 39.12 RCW. Construction Agreement Page 2 of 9 The following information is provided pursuant to RCW 39.12.030: A. State of Washington prevailing wage rates applicable to this public works project, published by L&I, are located at the L&I website address: https:Hlni wa gov/licensing_perinits/public-works-projects/prevailing-wagye-rates/ B. This Project is located in Spokane County. C. The effective prevailing wage date is the same date as the bid due date as referenced in the original request for bids and as may be revised by addenda. A copy of the applicable prevailing wage rates is also available for viewing at the City Community & Public Works Department located at 10210 East Sprague Avenue, Spokane Valley, WA 99206. Upon request, City will mail a hard copy of the applicable prevailing wages for this project. 10. Relationship of the Parties. It is understood and agreed that Contractor shall be an independent contractor and not the agent or employee of City, that City is interested only in the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Contractor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 11. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Contractor under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW, or other applicable public record laws. 12. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 13. Warranty. Unless provided otherwise in the Contract Documents, Contractor warrants that all Work and materials performed or installed under this Agreement are free from defect or failure for a period of one year following final acceptance by City, unless a supplier or manufacturer has a warranty for a greater period, which warranty shall be assigned or transferred to City. In the event a defect or failure occurs in work or materials, Contractor shall, within the warranty period, remedy the same at no cost or expense to City. This warranty provision shall not be construed to establish a period of limitation with respect to Contractor's other obligations under this Agreement. 14. Contractor to Be Licensed and Bonded. Contractor shall be duly licensed, registered, and bonded by the State of Washington at all times this Agreement is in effect. 15. G Provide Peffffffianee d Payment a,...a--Reseryed. n,,..+...., ter- stall provide a paymepA bend and a pe4�aaee bend in the fi4i amount of the Agf:eemepA en the GiVy's bond fefffis. 16. Insurance. Contractor shall procure and maintain insurance, as required in this Section, without Construction Agreement Page 3 of 9 interruption from commencement of the Contractor's work through the term of the Contract and for 30 days after the physical completion date, unless otherwise indicated herein. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 0001. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent contractors, products -completed operations for a period of three years following substantial completion of the work for the benefit of the City, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit, using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate, and no less than a $2,000,000 products -completed operations aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Contractor's insurance coverage shall be primary insurance with respect to City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be excess of Contractor's insurance and shall not contribute with it. 2. Contractor shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Contractor. 3. If Contractor maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Contractor, irrespective of whether such limits maintained by Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. Construction Agreement Page 4 of 9 4. Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of this Agreement, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. D. No Limitation. The Contractor's maintenance of insurance, its scope of coverage, and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANIL F. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to City at the time Contractor returns the signed Agreement, which shall be Exhibit B. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for all pertinent deductibles, self -insured retentions, and/or self-insurance. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. H. Subcontractor Insurance. Contractor shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of Contractor -provided insurance as set forth herein, except Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by subcontractors. Contractor shall ensure that the City is an additional insured on each subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. 17. Indemnification and Hold Harmless. Contractor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. However, should a court of competent jurisdiction- determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, Construction Agreement Page 5 of 9 solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 18. Waiver. No officer, employee, agent, or other individual acting on behalf of either party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 19. Assignment and Delegation. Neither party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other party. 20. Confidentiality. Contractor may, from time -to -time, receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a Court of competent jurisdiction. 21. Disputes. All disputes arising under or related to this Agreement that cannot be resolved through informal discussion and negotiations shall be resolved by litigation filed in the Superior Court of the State of Washington for Spokane County, unless otherwise required by applicable federal or state law. 22. Costs and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration (including expert witness fees). 23. Subcontractor Responsibility. As required by RCW 39.06.020, Contractor shall verify responsibility criteria for each first tier subcontractor and its subcontractors of any tier that hires other subcontractors shall verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor, at the time of subcontract execution, meets the responsibility criteria listed in RCW 39.04.350(1) and possesses an electrical contractor license, if required by chapter 19.28 RCW, or an elevator contractor license if required by chapter 70.87 RCW. This verification requirement shall be included in every subcontract of every tier. 24. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 25. Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties. 26. Anti -kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 27. Business Registration. Prior to commencement of Work under this Agreement, Contractor shall register with the City as a business if it has not already done so. Construction Agreement Page 6 of 9 28. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Contractor shall comply with the federal laws set forth in subsection G, below ("Pertinent Non -Discrimination Authorities") relative to non-discrimination in federally -assisted programs as adopted or amended from time -to -time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Contractor, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Contractor shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports. Contractor shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish the information, Contractor shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Contractor's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: 1. Withholding payments to Contractor under the Agreement until Contractor complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Contractor shall include the provisions of Section 28 of this Agreement in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Contractor shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Contractor becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Contractor may request that the City enter into any litigation to protect the interests of the City. In addition, Contractor may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non -Discrimination Authorities: During the performance of this Agreement, the Contractor agrees to comply with the following non-discrimination statutes and authorities; Construction Agreement Page 7 of 9 including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§12131- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Construction Agreement Page 8 of 9 Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.). 29. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. 30. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Work and Cost Statement B. Insurance Endorsements C. Acknowledgement The Parties have executed this Agreement this CITY OF SPOKANE VALLEY: JoA Hohman, City Manager APPROVED AS TO FORM: r N day of .1,4 — v a-r , 20?�. Contractor: Digitally signed by: Catherine Pierce Catherine PierCeDN:CN= Catherine Pierce email= e ce@otis.com C = US O = OUs Elevator Co. d Date: 2025.12.31 06:16:12-05'00' By: Icatherine Pierce 12/31/2025 Its: Authorized Representative OUR ACCEPTANCE OF THIS AGREEMENT IS CONDITIONED ON PROVISIONS CONTAINED IN THE ATTACHED ACKNOWLEDGMENT FORM Dated Dec. 4, 2025 revised Dec. 31, 2025 Construction Agreement Page 9 of 9 Otis Service and Repair Order 10/24/2025 CUSTOMER NAME OTIS ELEVATOR COMPANY OTIS CONTACT Centerplace @ Mirabeau Park E.510 N. FOOTHILLS DRIVE, Kimberly Hooper 2426 N Discovery Place SPOKANE, WA 99207 Phone: +1 (406) 439-6243 Spokane, WA 99216 Email: Kim.Hooper@otis.com PROJECT LOCATION PROPOSAL NUMBER CENTERPLACE AT MIRABEAU P QTE-002293891 2426 N DISCOVERY PL SPOKANE VALLEY, WA 99216-5055 We propose to furnish the necessary material and labor on the following units: Unit Customer Designation 443994 ONLY ELV SCOPE OF WORK ELEVATOR BOARD REPLACEMENT Otis will provide parts and labor necessary to replace damaged phone board with new. We will adjust for proper operation. Material provided shall be installed in accordance with the ASME A 17.1 Safety Code for Elevators and Escalators. The customer will be responsible for paying local inspection fees if applicable. Your account representative will contact you to schedule the work. All work will be performed during regular working days and hours of the Elevator Trade unless otherwise specified above. The price quoted below does not include sales tax and is valid for 30 days from the date specified above. The work will be scheduled based on the availability of material and manpower to complete the job efficiently. The scope proposed herein represents the entire scope that we are contracted for, if additional work is required by others to allow for completion of this work and/or for the inspection to occur, that work is not included. If additional labor and material are needed, a supplemental proposal will be sent. PRICE $1,056.00 One thousand fifty-six dollars This price is based on a one hundred percent (100%01 downpavment in the amount of $1,056.00. PAYMENT-T RMS: • The down p q nt amount is due in full prior to Otis ordering material and/or mobilizinc In the evens 100% of the contrac rids not paid up front, we must id the remaining balance no later than the completion of work. Final in�iEe�ill be sub met nce work is scheduled. This proposal, including the provisions prin a page`rfellc-wing, shall be a binding contract between you, or the party identified below-feom you are authorized to-Contrqct (collectively referred to herein as "you"), and us whe -ae ep�'" ted by you through execution of this proposa`t ou and approved by our authorized_ a entalive; or by your authorizing us to perform work for the project ur commencing SUGGESTED BY: DANIEL F MACKIE TITLE: Mechanic Accepted in Duplicate Date: Date:_ Signed: Signed: Print Name: Title: Print Name: Gavin Burns Title: Sr Manager & GM, Spokane Email: Email: Company Name: Centerplace @ Mirabeau Park ❑ Principal, Owner or Authorized Representative of Principal or Owner ❑ Agent (Name of Principal or Owner) TERMS AND CONDITIONS 1. This quotation is subject to change or withdrawal by us prior to acceptance by you. The work shall be performed for the agreed price plus any applicable sales, excise or similar taxes as required by low. In additi n to the agreed price, you shall pay to us any future applicable tax imposed on us, our suppliers or you in connection with the used \.performance of the work described. Furthermore, you agree that the agreed price is subject to increase caby anyl ason beyond Otis' reasonable control including but not limited to commodity, fuel, tariff, and/or shipping tronsportgiion cost 3. Payn nts shall be made as follows: A down payment of One Hundred percent (100.0%) of the price shall be poi y you upon your si ing of this document. Full payment shall be made on completion if the work is completed within a thirf days period. If the work not completed within a thirty day period, monthly progress payments shall be made based on/4he value of any equipmentlready or delivered. We reserve the right to discontinue our work at any time until payments sh tf hove been made as agreed an'0we have assurance satisfactory to us that subsequent payments will be made when due. P yments not received within thirty (30)'cloys of the dote of invoice shall be subject to interest accrued at the rate of eighteen p rcent (18%) per annum or at the moxl rate allowed by applicable law, whichever is less. We shall also be entitled to 5?1mbursement from you of the expenses, inciu6kng attorney's fees, incurred in collecting any overdue payments. i 4. in the event the work is not completed within 180 calendar days from your original authorization to proceed through no fault of Otis, Otis may notify you'Qf an updated price - which may be accepted or rejected by you. If 4ected, Otis will not be required to perform work, and no'cimounls will be due and payable by you hereunder except aunts for any labor, services, or materials that had already been furnished or procured by Otis prior to notice of price inc ase. If you are not notified of a new price by Otis, then the portieV obligations will be unchanged and each party will b required to perform their obligations hereunder. 5. Our performance is conditioned u n your securing any required governmental ap�ovals for the installation of any equipment provided hereunder and your provi g our workmen with a safe place in which�o work. Additionally, you agree to notify us if you are aware or become aware pdo o the completion of the work of the existence of asbestos or other hazardous material in any elevator hoistwoy, machine room, allway or other place in the buildin6 where Otis personnel are or maybe required to perform their work. In the event it should come necessary to abate, erfcapsulate or remove asbestos or other hazardous materials from the building, you agree to be sponsible for such aboterpent, encapsulation or removal, and in such event Otis shall be entitled to delay its work until it is determined to our satisfaction that no hazard exists and compensation for delays encountered if such delay is more than sixty (60) days. In any event,.xve reserve the right to discontinue our work in the building whenever in our opinion this provision is being viololed. 6. Unless otherwise agreed in writing, it is understood that the w shall be performed during our regular working hours of our regular working days. If overtime work is mutually ogrea� u n and performed, an additional charge therefore, at our usual rates for such work, shall be added to the contract pn . The performance of our work hereunder is conditioned on your performing the preparatory work and supplying the nec ss y data specified on the front of this proposal or in the attached specification, if any. Should we be required to make a unsc �duled return to your site to begin or complete the work due to your request, acts or omissions, then such/ute all be sut�jqct to additional charges at our then current labor rates. 7. Title to any material to be furnished herepass to you W11en final payment for such material is received. In addition, we shall retain a security interest in all ished hereunder and not paid for in full. You agree that a copy of this Agreement may be used as a financingfor the purpose cf placing upon public record our interest in any material furnished hereunder, and you agree to UCC -1 form or any other document reasonably requested by us for that purpose, 8. Except insofar as your equipment may by an Otis maintenonce qr service contract, it is agreed that we will make no examination of your equipmentppther than that necessary to do the work described in this contract and assume no responsibility for any part of your e dipment except that upon which work has been done under this contract. 9. Otis shall not be liable for any loss amage or delay due to any cause beyond our k' asonoble control including, but not limited to, acts of government, strikes, ockouts, other labor disputes, fire, explosion, theft, f1b9ds, water damage, weather damage, extreme weather, traffic con_ ttions, epidemic, pandemic, quarantine (including Cow �19), sabotage, cyber security, national emergency, act of terrorisp( earthquake, riot, civil commotion, war or insurrection, vandalism, misuse, abuse, mischief, or acts of God or nature. 10. We warrant that all ser>4 es furnished will be performed in a workmanlike manner. We also warrd(t that any equipment provided hereunder shall be Jke from defects in workmanship and material. Our sole responsibility unda� this warranty shall be at our option to correct 96y defective services and to either repair or replace any component of the equ17ent found 10 be defective in workmanship, r material provided that written notice of such defects shall have been given to s,by you within ninety (90) days after co�pletion of the work or such longer period as may be indicated on the front of this form. All defective parts that are remover; and replaced by us shall become our property. We do not agree under this warranty to All the cost of repairs or replace dents due to vandalism, abuse, misuse, neglect, normal wear and tear, modifications not performed by us, improper or insuf bent maintenance by others, or any causes beyond our control. We sholl conduct, at our own expense, the entire defe¢ e of any claim, suit or action alleging that, without further combination, the use by you of any equipment provided he;e6under directly infringes any patent, but only on the conditions that (a) we receive prompt written notice of s h claim, suit /action and full opportunity and authority to assume the sole defense thereof, including settlement and app Is, and all n,formation available to you for such defense; (b) said equipment is made according to a specification or design fu ished by ; and (c) the claim, suit or action is brought against you. Provided all of the foregoing conditions have been met, we all, at our own expense, either settle said claim, suit or action or shall pay all damages excluding consequential damages an awarded by the court therein and, if the use or resale of such equipment is finally enjoined, we shall, at our option, (i) Pro�fh for you the right to use the equipment, (ii) replace the equipment with equivalent noninfringing equipment, (iii) modify equipment so it becomes noninfringing but equivalent, or (iv) remove the equipment and refund the purchase price (if an ess reasonable allowance for use, damage and obsolescence. TH XPRESS WARRANTIES SET FORTH HEREIN ARE THE EXCLUSIVE WARRANTIES GIVEN; WE MAKE NO OTHER WARRANTIE XPRESS OR I LIED, AND SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PU OSE; AND THE EX ESS WARRANTIES SET FORTH IN THIS ARTICLE ARE IN LIEU OF ANY SUCH WARRANTIES AND ANY OTHER O IGATION OR LIABILITY OPART. 11. Under no ci uURmstances shall either party be liable for special, indirect, liquidated, or consequential doma sin contract, tort, including neg ence, warranty or otherwise, notwithstanding any indemnity provision to the contrary. otwithstanding any provision in' ny ntract document to the contrary, our acceptance is conditioned on being ollowe additional time for the performance of th Work due to delays beyond our reasonable control. Your remedies set forth h in ore exclusive and our liability with respect 16,qny contract, or anything done in connection therewith such as performan or breach thereof, or from the manufacture, sale, bqlivery, installation, repair or use of any equipment furnished under thi ontract, whether in contract, in Tort (including negligen ), in warranty or otherwise, shall not exceed the price for the equ ment or services rendered. 12. To the fullest extent per mitt by law, you agree to defend, indemnify, and hold Otis h mless against any claim or suit for personal injury or property da ge oileged to arise out of this contract, except to the tent that such damage or injury has been adjudicated as having be caused by Otis' sole negligence. In the event 1 t Otis is requested to provide hoistwoy cartop/pit access to you, and/or t third parties acting of your request, direction or control, and which may be subject to additional charges at Otis' sole discre ' n, then in addition to the foregoing defe e, indemnity and hold harmless obligations, you shall carry and maintain the followin nsurance throughout the duration of ch work in the hoistwoy/cartop/pit areas, and will furnish to Otis a certificate of insuranc evidencing the following: Co ercial General Liability insurance, written on an occurrence basis, with limits on a per occu nce basis of at least $2, for personal injury or death, and $2,000,000 for property damage, naming Otis as additional in red. Such insurance s II be issued by an insurer authorized to do business in the state or province where the property is loca d and the equip nt and/or services are to be rendered, shall contain a clause in the policy setting forth the insurer's acce nce of liobl' as set forth in this agreement, and a clause pursuant to which the insurer waives any right of subrogation as Otis. is policy shall be written as a primary policy only, and not contributing to or in excess of any insurance carried by tis, au shall provide Otis with at least thirty (30) days prior written notice of cancellation or material change in the coverage. 13. It is agreed that after completion of our work, you shall b res risible for ensuring that the operation of any equipment being furnished hereunder is periodically inspected. The int al be en such inspections shall not be longer than what may be required by the applicable governing safety code. 14. In furtherance of OSHA's directive contained in 2 .F.R. § 1910.147 2)(i), which requires that a service provider (an "outside employer") and its customer (an "on -site em yer") must inform ea other of their respective lock out/tag out ("LOTO") procedures whenever outside servicing perso el ore to be engaged in c trol of hazardous energy activities on the customer's site, Otis incorporates by reference its mec nical LOTO procedures and its ectricoi LOTO procedures. These procedures can be obtained at www.otis.com by clickin on "Tools & Resources" on the horn ge, selecting "Lockout Tagout Policy" under the "Safety Information" column and ownloading the "Lockout Togout Policy tis 6.0" and "Mechanical Energy Policy Otis 7.0," or the then most current versi , both of which ore in .pdf formot. You agree at you will disseminate these procedures throughout your organization to a appropriate personnel who may interact with tis personnel while Otis personnel ore working on site at your facility d will ensure that such personnel comply with these LO procedures while Otis personnel are working on site. 15. This Agreement constitute he entire understanding between the parties regarding the subj t matter hereof and may not be modified by any terms n your order form or any other document and supersedes any pri ntten or oral communication relating to the some bject. Any amendment or modifications to this Agreement shall not be bi ing upon either party unless agreed to in writin y an authorized representative of each party. 16. This Contract will a deemed voidable, even after execution, if it is determined by Otis that performon of the services and/or engagement' the contractual relotionship/transaction will violate, or 4 otherwise restricted by, any a all laws, regulations and/or ord s, including sanctions lows, that are applicable to Otis or otherwise apply to Otis' operations. 17. By acce ing delivery of ports incorporating software, you agree that the transaction is not a sale of such so ftwore but merely a lice 10 use such software solely for operating the unit(s) for which the part was provided, not to copy or lit others copy suc of are for any purpose whatsoever, to keep such software in confidence as a trade secret, and not to trans possession o uch part to others except as apart of a transfer of ownership of the equipment in which such part is installed, pro ' ed that ou inform us in writing about such ownership transfer and the transferee agrees in writing to abide by the above lice n terms prior to any such transfer. 5(u-(b� 6 A`C)ORLI® CERTIFICATE OF LIABILITY INSURANCE DATE/YYYY) 11/03/2025 /2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH USA, LLC. PHONE 20 CHURCH STREET, 8TH FLOOR aC No): AIL ADDRESS: Otis.CertRequest@marsh.com HARTFORD, CT 06103 INSURERS AFFORDING COVERAGE NAIC # INSURER A : National Union Fire Insurance Co. Of Pittsburgh, PA 19445 CN103059650-Otis-OCP2-25-26 INSURED OTIS WORLDWIDE CORPORATION INSURER B: AIU Insurance Co 19399 INSURER C : OTIS ELEVATOR COMPANY ONE CARRIER PLACE FARMINGTON, CT 06032 INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-010554326-11 REVISION NUMBER: 4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDDPOLICYIYYYY MM DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 016915832 12/01/2025 12/01/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X� OCCUR "$2,000,000 General Aggregate" DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 10,000 "Per Project / Location" PERSONAL& ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JERCOT- LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 016915830 (AIDS) 12/01/2025 12/01/2026 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ B ANY AUTO 016915831 (MA) 12/01/2025 12/01/2026 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY $ A X UMBRELLALIAB X OCCUR 016933392 12/01/2025 12/01/2026 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ $ B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? NI (Mandatory in NH) N/A 016933391 (AOS) Ot6933393(W) 12/01/2025 12/01/2025 12/01/2026 12I01/2026 ER X POTH- STATUTE ER E.L. EACH ACCIDENT $ 1.000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Owners&Contractors Protective 016915834 12/01/2025 12/01/2026 OCC 2,000,000 AGG 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This certificate only applies to SR 04008 Centerplace at Mirabeau Park, 2426 N Discovery PI., Spokane Valley, WA Center Place at Mirabeau Park and City of Spokane Valley are named insured on the above referenced Owners' & Contractors' Protective policy per the attached certificate of coverage form. and the insurance policies include a waiver of subrogation, both to the extent required by contract with OTIS ELEVATOR COMPANY. CERTIFICATE HOLDER CANCELLATION Center Place at Mirabeau Park SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C/o City THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Avenue Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE .044 ZL»lf ..4f edf ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Exhibit C OTIS ELEVATOR COMPANY Contract Number: 25-200 ("Contractor") Contractor Proposal Number: QTE-002293891 ACKNOWLEDGMENT Acknowledgment Date: December 4, 2025 revised SERVICE AND REPAIR ORDER December 31, 2025 Sold To: City of Spokane Valley ("City" or "you") Thank you for your order. Please refer to our contract number in all correspondence. Address all inquiries to: Job Location: OTIS ELEVATOR COMPANY CenterPlace Thank you for allowing Contractor the opportunity to do business with you. Contractor's agreement to provide labor, services, and materials (collectively, the "Work") is conditioned by the following terms in this document (hereinafter called, the "Acknowledgment") and Contractor's proposal dated 10/24/2025 (the "Proposal"), both of which are incorporated herein by reference and made a part of the contract between Contractor and City. Collectively, the Acknowledgment, Proposal, and any other contract document agreed to between Contractor and City for the Work are hereinafter referred to as the "Contract". In the event of a conflict between the Acknowledgment, Proposal, or any other document, the terms in this Acknowledgment control (the only exception to this is limited to if the terms of the Proposal give Contractor greater rights or protections, then in such limited instances, the Proposal controls). References to specific sections or articles below, if any, are not meant to limit the applicability of such modifications to only such sections or articles, to the extent that the modifications may also apply to other sections or articles of the Contract. Contractor will accept the terms of the contract documents only to the extent that those terms have been presented to Contractor and only to the extent they do not conflict with this Acknowledgment or the Proposal. CONSTRUCTION AGREEMENT Article 1— V Paragraph: Subject to the provisions of this Acknowledgment regarding price adjustments, the Work is to be performed for a fixed price at the amount indicated in the Contract. Contractor shall be entitled to an equitable adjustment in price and/or time for performance, as applicable, for changes in scope of work, or compression, acceleration, delay or inefficiency outside of Contractor's control. Contractor's obligation to proceed with a change in scope of work shall be contingent upon receipt of a mutually agreed upon and executed change order. Contractor will not accept oral or written directives to proceed without a fully executed change order. Contractor shall not be liable for any project delay or damages of any kind, including but not limited to liquidated or consequential damages, associated with a delay in the issuance of a mutually agreed upon and executed change order. All change orders must be paid prior to scheduling final inspection of elevator. Article 1-3'd Paragraph: Contractor agrees to the City's right to inspect and reject Contractor's Work. If any Work is rejected, Contractor must be allowed a reasonable time, upon receipt of prior written notice, in order to remedy the deficiency. Article 1— 0 Paragraph, Article 7: Notwithstanding any other provision to the contrary (including without limitation provisions regarding order of precedence) whether in this document or any other contract document, Contractor's Work shall be performed in accordance with the applicable law, code, or regulation (collectively "Code") in effect on the date that Contractor submitted to you it's initial proposal and not any subsequently changed, amended, altered, or implemented Code. Article 1— 41 Paragraph, Article 7: Contractor agrees to abide by City's safety policy as long as said policy is not in conflict with Contractor's safety policy(ies) or Contractor's agreement with the International Union of Elevator Constructors (NEC). Page 1 of 5 City agrees to provide Contractor with unrestricted ready and safe access to all areas in which any Work is performed and to keep all Work areas free of excessive debris, waste, or hazardous materials. Further, City shall prohibit others from interfering with Contractor's Work. Article 5 — 2°d Para¢raph, Article 28 (E) (1): Contractor does not agree to a set-off or withholding of payment against any other contract. Article 8 (A)• Contractor supports City's efforts to maintain a safe and productive work environment; however, Contractor's collective bargaining agreement with the IUEC prohibits Contractor from completing background checks, searches, or tests on Contractor employees in the IUEC bargaining unit. Therefore, Contractor cannot agree to authorize any party to complete criminal background checks, searches, or tests on any Contractor employees. Contractor will request IUEC represented employees furnishing Work for City 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 City requires background checks. City agrees to pay any and all costs associated with obtaining criminal background checks conducted. Subject to the forgoing, Contractor will take appropriate action in the event that City advises Contractor of any action by any of our employees that is contrary to the maintenance of a safe, healthy and productive workplace. Article 11 Contractor shall exclusively own all intellectual property rights, title, and interest in (i) all Contractor's goods, services, and software, as well as any and all intellectual property conceived and/or developed by Contractor in the course of its Work for City. The City agrees to keep any Contractor software resident in the Contractor's goods or services in confidence as a trade secret for Contractor and will not permit others to examine, copy, disclose, disassemble, modify, or reverse engineer Contractor's equipment, services or software for any purpose whatsoever. Contractor hereby grants to City a limited, non-exclusive right and license to use Contractor's intellectual property as embodied in Contractor's 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 Contractor solely for City's exclusive use only (and no other customer of Contractor) and City was expressly contemplated to be the exclusive owner of such information under a separate written agreement. Contractor will supply an owner's manual with instructions on how to operate and maintain the equipment. Contractor will not supply any additional information such as internal, confidential, or proprietary information of Contractor including internal manuals, manufacturing drawings, or source code. Any counters, meters, tools, remote monitoring devices, communication devices, resident software or other service equipment ("Contractor Peripherals") which Contractor may use or install to deliver service under the Contract remains Contractor's property, solely for the use of Contractor's employees. Contractor Peripherals are not considered as part of the equipment. If the Contract is terminated for any reason, Contractor shall be given access to the premises to remove the Contractor Peripherals at Contractor's expense. Contractor shall only be required to follow its own cyber security policies and procedures. Article 12, Article 28 (D): Contractor does not agree to any inspection, audit, or copy of any of Contractor's confidential, proprietary, or trade secret information, data, or documents including, without limitation, financials. Article 13: Contractor's warranty only covers defective material and workmanship for a period that shall not extend longer than ninety (90) days 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. Contractor's duty and City's remedy under this warranty are limited to Contractor correcting a covered defect that City reports to Contractor within the warranty period which, at Contractor's option, Contractor will 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 Contractor's Reasonable Control. Warranty work will be completed during the local Contractor office's regular business hours and excludes local area Union holidays. Should any warranty work be performed outside of these regular business hours, the City will be responsible for the premium portion of labor at Contractor'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. Article 14, Article 15: Contractor will provide surety bond(s) in the form provided by Contractor's surety at no cost to Contractor, if required. This is in lieu of participation in any type of surety wrap-up or Subguard program. Article 16• Notwithstanding anything to the contrary, Contractor will supply an insurance certificate evidencing the insurance carried by Contractor conditioned on the understanding that it represents full compliance with all insurance requirements applying to Contractor Page 2 of 5 for the Work on this project. Contractor does not provide copies of its insurance policies or declaration pages, certified or otherwise, does not waive subrogation, and does not add others as additional insured. All limits and values related to coverage if any is provided to City 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. Contractor will not agree to directly link the contractual indemnity provision to the general liability policy via contractual liability. Renewal certificates will be provided during the term of the Contract. In lieu of adding parties as additional insured, such parties shall be named insured on an Owner and Contractor Protective (OCP) Liability policy with a limit of $2,000,000. Article 17: Notwithstanding anything to the contrary, Contractor agrees to indemnify City for loss, damage, or penalty (collectively "Damage") to the extent such Damage is caused by Contractor's negligence, willful misconduct, or material breach of the Contract, but not to the extent caused by others. Contractor's duty to indemnify does not include a duty to defend during the pendency of any claim or action as both parties shall defend themselves during the pendency of any claim or action. Under no circumstances shall either party be liable for special, indirect, consequential or liquidated damages of any kind including, but not limited to, loss of goodwill, loss of business opportunity, additional financing costs or loss of use of any equipment or property. This limitation of liability also applies to indemnity of third -party claims. Article 20: 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 the 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 Contractor and who have executed agreements with the Receiving Party obligating them to treat such information in a manner consistent with the terms of the Contract. Article 28 (A) - (C): As a result of Executive Order 14173 rescinding Executive Order 11246, Contractor is unable to accept any contract provisions referencing or requiring compliance with Executive Order 11246 and its implementing regulations in 41 CFR Chapter 60. All terms and conditions requiring compliance with the rescinded EO 11246 and 41 CFR Chapter 60 regulations are deleted in full. Article 28 (E) (2): The Contract may be terminated for default only and provided that Contractor is first allowed ten (10) days to commence to cure the deficiency upon receipt by Contractor of written notice specifying in detail the deficiency. In the event the Contract is terminated through no fault of Contractor, City agrees to pay for all material furnished, or manufactured, and labor performed up to the date of termination, including a reasonable margin. In the event City sells the building or its interest is terminated prior to the expiration of the Contract, City agrees to assign the Contract to the new owner or successor and to cause the new owner to assume City's obligations under the Contract. If the new owner or successor fails to assume City's obligations under the Contract, then City agrees to pay Contractor all sums due for the unexpired term on an accelerated basis. Article 31 (New Article): Contractor shall not 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 Contractor's Reasonable Control"). Contractor shall be allowed a reasonable amount of additional time for the performance of the Work due to Causes Beyond Contractor's Reasonable Control. Contractor's ability to maintain scheduled job progress is further Page 3 of 5 conditioned upon the timely furnishing to Contractor by City of completed and code compliant hoistway(s) (wellways) and machine rooms, necessary approvals and power of proper characteristics for Contractor's uninterrupted use. IN GENERAL ASBESTOS / HAZARDOUS MATERIAL City agrees to immediately notify Contractor if City is aware or becomes aware of the existence of asbestos or other hazardous material in any place where Contractor's personnel are or may be required to perform services. In the event it should become necessary to abate, encapsulate or remove asbestos or other hazardous material, City agrees to be responsible for such abatement, encapsulation or removal, and any governmental reporting, and in such event Contractor shall be entitled to (i) delay its Work until it is determined to Contractor's satisfaction that no hazard exists and (ii) compensation for delays encountered. OVERTIME Should Contractor agree to work overtime, City agrees to pay Contractor overtime premium wages. STORAGE City will provide suitable and safe storage areas, adjacent to the elevator shafts or escalator areas, for material and equipment during the course of the Work. Added costs to Contractor resulting from off -site storage or relocation of the storage facilities at City's request shall be reimbursed by City. BARRICADES City shall be responsible to erect/maintain all barricades at all of 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. INSPECTION COST Contractor agrees to pay for the cost of 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. CUTTING & PATCHING Contractor's acceptance is conditioned on the understanding that others shall furnish at their cost the cutting and patching of walls, floors or structural portions of the building. WC IMMUNITY Contractor does not waive its rights to immunity under worker's compensation, disability or employee benefits acts or laws. TOOLS City shall not have the right to take possession of Contractor's tools, machinery or equipment unless City has paid in full for such items and Contractor has expressly agreed to the sale of such items in writing. TITLE AND RESERVATION OF RIGHTS Title to each elevator or escalator equipment as applicable shall pass to City when final payment for such equipment is received. Contractor shall retain a security interest in all material furnished hereunder and not paid for in full. City agrees that a copy of the Contract may be used as a financing statement for the purpose of placing upon public record Contractor's interest hereunder in the material and City agrees to execute a UCC-1 form or any other document reasonably requested by Contractor for that purpose. Contractor 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 Contractor's entitlement to payment for Work properly performed or material suitably stored. SOFTWARE OBSOLESENCE Contractor will not be obligated to continue supporting, patching, or upgrading software and any associated hardware where (1) the original supplier of such software and any associated hardware no longer sells the software as new and/or terminates support, patches or upgrades of and/or access to such software, (2) there is an inability to expand or renew licensing agreements, (3) more technologically advanced hardware is available, and/or (4) other changes/upgrades to the overall system render obsolete the functionality of the original software or do not allow the software to execute correctly on the hardware. DATA OWNERSHIP The following data shall remain the property of Contractor: (i) all data related to and generated by the Contractor Peripherals, (ii) all data generated by Contractor remote diagnostics, service diagnostic and predictive analytical tools, and (iii) anonymized aggregated data derived from any data collected by the Contractor Peripherals that cannot reasonably be manipulated to identify any individual. Page 4 of 5 DATA PRIVACY The Work and/or Contractor Peripherals provided under the Contract may result in the collection of personal identifiable information. When a party provides to the other party such personal identifiable information, both parties will comply with all applicable data privacy laws in the collection, processing and transfer of such information and will only use such personal information for completing the Work or supporting the Contractor Peripherals and for no other purposes. BUY AMERICAN The equipment that Contractor will provide under the Contract is produced from components procured from a variety of sources located throughout the world. Therefore, Contractor cannot confirm compliance with the Buy American Act (or applicable Domestic Sourcing Act). However, these components are selected or designed to meet applicable U.S. standards. COMMERCIAL ITEMS CLARIFICATION The components, equipment and services proposed by Contractor are commercial items as defined by the Federal Acquisition Regulations ("FAR") and the prices in any resulting contract and in any change proposal are based on Contractor's standard commercial accounting policies and practices which do not consider any special requirements of the government cost principles and do not meet the requirement of Part 31 of the FAR. Contractor agrees only to perform a contract for the sale of a commercial item on a fixed price basis. In addition, Contractor will not agree to submit or certify to any cost pricing data nor does Contractor agree to any requirements to establish price reasonableness under FAR Part 15 or to meet any Cost Accounting Standards. In stating its position, Contractor refers to FAR Part 12- "Acquisition of Commercial Items." In addition, no federal government procurement regulations, such as FARs or DFARs, shall apply to the Contract except those regulations expressly accepted in writing by Contractor. MINORITY/WOMEN/DISABLED VETERAN -OWNED BUSINESS ENTERPRISE The materials and components that comprise Contractor's products are procured from a variety of sources located throughout the world, which allows Contractor to provide its customers with high quality equipment at competitive prices, but limits Contractor's ability to meet certain percentages of M/W/DBE set aside goals. Contractor is committed to achieving diversity within Contractor's workforce and in Contractor's supply base, however, Contractor cannot commit to specific set aside targets in the Contract. THIRD PARTIES Contractor is not obligated to contract with any 3rd party vendors (e.g. insurance compliance vendors, payment processing vendors, etc.), or to comply with or execute any 3rd party vendor forms, terms and conditions, or agreements regarding City's vertical transportation equipment or Contractor's performance under the Contract. While Contractor is not obligated, to the extent that Contractor works with any such 3rd party vendor, it will be for administrative purposes only and any costs associated will be passed through to City. In the event of any conflict, ambiguity, or inconsistency between the terms and conditions of the Contract and any 3rd party vendor agreement, form, or terms and conditions, the Contract shall prevail. TAX STATUS If Contractor's quoted price is based, in part, on City's tax exemption status, but City fails to furnish a valid tax exemption certificate to Contractor or such tax exemption status is either inapplicable, invalid, incorrect, or otherwise not accepted by the appropriate taxing authority, then City agrees the quoted price shall be increased to be inclusive of the required tax amount. UNION: Contractor has a contract with the International Union of Elevator Constructors (IUEC) and therefore cannot agree to be bound by any provision that modifies or conflicts with the union labor agreement. COVID VACCINE MANDATES Contractor will not accept any Covid vaccine mandates unless Contractor is given the opportunity to review the requirements and can assure Contractor can fully comply. Non acceptance of any Covid vaccine mandates by Contractor will not be cause for breach of contract or any other cause of action (damages, penalties or otherwise). LEED: Contractor will make good faith efforts to satisfy LEED requirements, if any, but cannot guarantee compliance with any specific requirements or status certification. Page 5 of 5