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Contract 2024-034ADocusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 AGREEMENT No. 2024-034 ELEVATOR AND ESCALATOR MAINTENANCE SERVICES THIS AGREEMENT, is made and entered into this 22nd day of July 2024, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and KONE INC., whose address is: 9400 Southridge Park Ct. #200, Orlando, FL 32819, (hereinafter referred to as "CONTRACTOR"). WHEREAS, OMNIA Partners, through the public procurement process, awarded an Agreement for Elevator, Escalator and Walkway Maintenance and Modernization Services and Related Solutions, Contract No. EV2516; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto, and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the OMNIA Partners Contract Number EV2516; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall furnish elevator and escalator maintenance and repair services as described in the OMNIA Partners Contract Number EV2516, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Price Schedule as set forth in Exhibit "A", attached hereto and incorporated herein. 3. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties, and shall remain in effect until December 31, 2029 unless terminated or renewed by OMNIA Partners. 1 Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 Piggyback Agreement None Elevator Repair and Maintenance Services B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) if CONTRACTOR is adjudged to be bankrupt; b) if CONTRACTOR makes a general assignment for the benefit of its creditors; c) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or d) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for three (3) additional two-year renewals. 4. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY the services contained under the Scope of Work upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in OMNIA Partners Contract Number EV2516 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas, and bio-diesel so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 2 Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 Piggyback Agreement None Elevator Repair and Maintenance Services 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed product delivered and services provided, within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liabilitv Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: A. CONTRACTOR's Commercial General Liability, $1,000,000 Each, ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 Piggyback Agreement None Elevator Repair and Maintenance Services B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit C. Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. 4 Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 Piggyback Agreement None Elevator Repair and Maintenance Services CONTRACTOR: KONE Inc. 9400 Southridge Park Ct. #200, Orlando, FL 32819 Attn: Ron McCoy, General Manager OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Brian Bulthuis, City Manager Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 9. MISCELLANEOUS 9.1. Attornevs' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 Piggyback Agreement None Elevator Repair and Maintenance Services 9.5. Entire Agreement This Agreement, including the documents incorporated by reference, contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.6. Assignment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of CITY. 9.7. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Florida. 9.9. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, including the following: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE 11 Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 Piggyback Agreement None Elevator Repair and Maintenance Services CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. 10. AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in the OMNIA Partners Contract Number EV2516. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 12th day of July 2024. CITY OF CLERMONT DocuSigned by: 2BA7692F758C492... Tim Murry, Mayor DS ATTEST: DocuSigned by: Takcy pa4ayot fl-, vt 3AD7F34905B344A... Tracy Ackroyd Howe, City Clerk 7 Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 KONE INC. cuSigned by: Y� [�FWBOEADB2'kcf,61 4AE... (Signature) Print Name: Ron McCoy Title: General Manager Date: 7/ 16/2024 Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 EXHIBIT A Elevators Escalator Exhibit 4 KONE Contract #: TBD Customer Name: City of Clermont Effective Date: 7/22/2024 Location Address: 685 W. Montrose Street Clermont, FL 34711 Submission Date: 6/18/2024 KONE Branch: Orlando — 550 KONE Contact: Paul Nutter — Sales Executive KONE Inc. Proposal to Supply Elevator, Escalator, Moving Walkway Maintenance, Repair, Modernization and Related, Products, Services and Solutions under the U.S. Communities Program utilizing the Terms and Conditions of the City of Kansas City Master Contract (Reference GENRL-EV2516 dated December 11t, 2018) The parties hereby agree to be bound to the Terms and Conditions of the City of Kansas City Master Contract (Reference GENRL-EV2516 dated December 111, 2018) ("Contract"), together with those terms and conditions contained in this Exhibit 4(collectively, "Service Agreement"). In the event of conflict between terms and conditions contained in the Contract and this Exhibit 4, the terms in this Exhibit 4 shall supersede and prevail. The contract price and examination frequency for existing contractual units shall be as stated below: See attached pricing sheet Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 SCOPE PERFORMANCE KONE will systematically examine, maintain, adjust and lubricate the equipment described above. In addition, unless specifically excluded elsewhere, KONE will repair or replace the following if the repair or replacement is, in KONE's judgment, necessitated by normal wear and tear: HYDRAULIC ELEVATORS RELAY LOGIC CONTROL SYSTEM All control system components. MICROPROCESSOR CONTROL SYSTEM All control system components. System performance examinations will be conducted to ensure dispatching and motion control systems are operating properly. POWER UNIT Pump, motor, valves and all related parts and accessories. HYDRAULIC SYSTEM ACCESSORIES Exposed piping, fittings and accessories between the pumping unit and the jack, jack packing, hydraulic fluid, and any heating or cooling elements installed by the original elevator equipment manufacturer for controlling fluid temperature. CAR EQUIPMENT All elevator control system components on the car. WIRING All elevator control wiring and all power wiring from the elevator equipment input terminals to the motor. HOISTWAY AND PIT EQUIPMENT All elevator control equipment and buffers. RAILS AND GUIDES Guide rails, guide shoe gibs, and rollers. DOOR EQUIPMENT Automatic door operators, hoistway and car door hangers, hoistway and car door contacts, door protective devices, hoistway door interlocks, door gibs, and auxiliary door closing devices. MANUAL FREIGHT DOOR EQUIPMENT Switches, retiring cams, interlocks, guide shoes, sheaves, rollers, chains, sprockets, tensioning devices, and counter -balancing equipment. POWER FREIGHT DOOR EQUIPMENT Controller, relays, contactors, rectifiers, timers, resistors, solid state components, door motors, retiring cams, interlocks, switches, guide shoes, sheaves, rollers, chains, sprockets, and tensioning devices. SIGNALS AND ACCESSORIES Car operating panels, hall push button stations, hall lanterns, emergency lighting, phones, fans, car and hall position indicators, lobby control panels, car operating panels, fireman's service equipment and all other signal, and accessory facilities furnished and installed as an integral part of the elevator equipment. Re-lamping of signal fixtures is included only during KONE's systematic examinations. Service requests related to re- lamping of signal fixtures will be considered billable. TRACTION ELEVATORS RELAY LOGIC CONTROL SYSTEM All control system components. MICROPROCESSOR CONTROL SYSTEM All control system components. System performance examinations will be conducted to ensure dispatching and motion control systems are operating properly. GEARED/GEARLESS MACHINES All geared and gearless machine components. WIRING All elevator control wiring and all power wiring from the elevator equipment input terminals to the motor. CAR EQUIPMENT All elevator control system components on the car. HOISTWAY AND PIT EQUIPMENT All elevator control equipment, car and counterweight buffers, overspeed governors, governor tension sheave assemblies, and car and counterweight safeties. RAILS AND GUIDES Guide rails, guide shoe gibs and rollers. HOIST ROPES Hoist ropes will be properly lubricated and adjusted for equalized tension. DOOR EQUIPMENT Automatic door operators, hoistway and car door hangers, hoistway and car door contacts, door Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 protective devices, hoistway door interlocks, door gibs and auxiliary door closing devices. MANUAL FREIGHT DOOR EQUIPMENT Switches, retiring cams, interlocks, guide shoes, sheaves, rollers, chains, sprockets, tensioning devices, and counter -balancing equipment. POWER FREIGHT DOOR EQUIPMENT Controller, relays, contactors, rectifiers, timers, resistors, solid state components, door motors, retiring cams, interlocks, switches, guide shoes, sheaves, rollers, chains, sprockets, and tensioning devices. SIGNALS AND ACCESSORIES Car operating panels, hall push button stations, hall lanterns, emergency lighting, car and hall position indicators, lobby control panels, car operating panels, fireman's service equipment and all other signal and accessory facilities furnished and installed as an integral part of the elevator equipment. Re-lamping of signal fixtures is included only during KONE's systematic examinations. Service requests related to re- lamping of signal fixtures will be considered billable. HOURS OF SERVICE All work covered under this Agreement is to be performed during the regular working hours of regular working days of the elevator trade, unless otherwise indicated herein. SERVICE REQUESTS (CALLBACKS) In addition to preventive maintenance, this Agreement covers minor adjustment service requests during the regular working hours of regular working days of the elevator trade, unless otherwise indicated herein. Service requests are defined as minor adjustments, corrections or entrapments that require immediate attention and are not caused by reasons beyond KONE's control. Service requests that require more than one technician or more than two hours to complete will be scheduled as a repair during the regular hours of service. If Purchaser should require, at any time, service requests (unless included above) to be made on overtime, Purchaser will be charged per the US Communities Billing Rates per the Master Agreement. TESTS KONE will perform the following tests on the equipment: HYDRAULIC ELEVATOR A pressure relief test and a yearly leakage test. KONE is not responsible for damages, either to the elevator equipment or to the building, or for any personal injury or death, resulting from this test(s). TRACTION ELEVATOR An annual no load test. A five (5) year full load test. KONE is not responsible for damages, either to the elevator equipment or to the building, or for any personal injury or death, resulting from this test. EXCLUSIONS KONE assumes no responsibility for the following items or services, which are excluded from the Agreement: GENERAL KONE shall not be obligated to: perform safety tests other than those specified herein; install new attachments or make equipment changes or adjustments required by new or retroactive code changes; perform tests or correct outstanding violations or deficiencies prior to the effective date of this agreement; make renewals or repairs necessitated by fluctuations in the building AC power systems, adverse machine room or environmental conditions (including temperature variations below 50 degrees and above 90 degrees Fahrenheit), excessive humidity (greater than 95% non -condensing humidity), water damage, prior water exposure, rust, fire, explosion, acts of God, misuse, vandalism, theft, war, acts of government, labor disputes, strikes, lockouts, or tampering with the equipment by unauthorized personnel; repair or replace parts damaged by negligence, misuse or any other cause beyond its control. OBSOLESENCE Obsolete items (including, but not limited to, assemblies, parts, components or systems) are excluded from this agreement and are defined as an item for which the original design is no longer regularly manufactured by the OEM or the original design has been replaced with an item of a different design. No exception to this exclusion will be made for items defined as obsolete above simply because they can be custom made or acquired at any price. Obsolete items and the labor to replace them will be at the owner's expense. Any modifications to existing equipment necessary to accommodate replacement components will also be at the owner's expense. KONE will not be required to furnish reconditioned or used parts. Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 Once upgraded by KONE, obsolete items will be covered under this Agreement. ELEVATOR Refinishing, repairing, replacing or cleaning of car enclosure, computer monitoring systems, gates and/or door panels, door pull straps, hoistway enclosure, rail alignment, hoistway doors, door frames, sills, hoistway gates, finished flooring, power feeders, switches, their wiring and fusing, car light diffusers, ceiling assemblies and attachments, smoke or heat sensors, fireman's phone devices, intercoms, music systems, media displays, card -readers or other security systems, light tubes and bulbs, pit pumps, emergency power generators, hydraulic cylinder, unexposed piping, disposal of or clean-up of waste oil or any contamination caused by leaks in the hydraulic cylinder or unexposed piping. KONE shall not be obligated to perform or keep records of firefighter's service testing, unless specifically included in this agreement. RALT,=1LTiIQZI111919 �@ If your unit is equipped with remote monitoring capabilities, KONE reserves the right to utilize this functionality and the phone line for the unit to collect data related to the use and operation of your equipment. PURCHASER ASSURANCES Purchaser agrees to: be solely liable for the proper use of this equipment; furnish KONE with a list of authorized personnel responsible for building operations; provide KONE with a complete set of as -built wiring diagrams; shut down the equipment and notify KONE if the equipment is not functioning properly; notify KONE of any injury or accident in or about the equipment (verbal notification immediately and written notification within three days); perform the monthly firefighter's service testing and keep record of such tests, if required and not specifically included elsewhere herein. Purchaser shall not permit anyone other than KONE to perform work covered under this Agreement. NON-KONE EQUIPMENT The Purchaser agrees to procure replacement parts or proprietary diagnostic devices from the original equipment manufacturer when requested by KONE. KONE agrees to reimburse owner for the cost of all parts acquired at KONE's request. Purchaser authorizes KONE to produce single copies of the EPROM and/or ROM chips for each unit for the sole purpose of an archive backup of the embedded software to allow for replacement of a defective or damaged chip. These will be stored on the building premises and the Purchaser retains possession. Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 This Agreement in brief includes the following: • All Elevators will be serviced with regular & systematic monthly examinations and include our complete service coverage stated above. • All State Required Testing o Annual Hydro Test o Annual No -Load Traction Test (if applicable) o Five Year Full Load Traction Test (if applicable) • Pricing Schedule: o Years 1-3 — Pricing is fixed per submitted price proposal o Year 4 — Pricing adjusted 3.25% o Year 5 — No Price Adjustment o Renewal Option Years 6-7 — Pricing adjusted 3.25% Year 6, and Held for Year 7 o Renewal Option Years 8-9 — Pricing adjusted 3.25% Year 8, and Held for Year 9 o Renewal Option Years 10-11 — No Price Adjustment • Elevator Emergency Phone Monitoring • Monthly Fire Service Testing • TERM AND TERMINATION: o This Agreementwill commence on the effective date and continue for an initial period of FIVE (5)years. This Agreement then has renewal optionsforThree(3)additional Two (2) Year Periods. o In the event that the initial term of US Communities Kansas City contract is not extended, utilizing the one-year term extensions, City of Clermont has the option to renegotiate new contract terms at the end of the initial term period (12/31 /2029). o KONE Elevator will honor the Omnia US Communities Agreement via this Exhibit's Terms/Conditions even after the master agreement expiration date(s). o Cancellation — This agreement will remain in effect for the term of the agreement. Notwithstanding any provisions to the contrary, if Owner provides KONE with written notice of any reasonable dissatisfaction related to the services being provided, and said dissatisfactions are not remedied to Owner's reasonable satisfaction within thirty (30) days, then, without prejudice to any other right or remedy that Owner may have, Owner may terminate this agreement effective immediately by providing written notice thereof to Consultant. Issues beyond KONE's control are not cause for cancellation. • KONE assumes the equipment will be in code compliant, safe, and working order. KONE is not obligated to perform tests, correct outstanding violations or deficiencies that were not addressed by the prior service provider and/or the owner, or make related necessary repairs or component replacements on the equipment. If additional work is necessary, KONE will provide a separate proposal or recommendation for such work to bring the elevators into proper operating and code compliant condition. Docusign Envelope ID: A56BCD04-2823-4E8B-BD9D-ADA4B7DD13F3 • Exclusions: KONE will exclude coverage of the Police Station jack/cylinder, the Fire Department jack/cylinder, CPU board, & QKS16 Door Operator, the City Hall fixtures, CPU board, 1.5 AMD Door operator, & ADON2 board, as well as the Victory Point jack/cylinder. • Total Monthly Billing Amount (payable annually in advance in the amount of $15,840): $1,320.00 ($1,386/month payable monthly in advance) • Additional Non -Contract Value Added Benefits • Asset Management Planning for all Elevators (Long-term Consulting Plan) • KONE Online - Automatic Email Notification ACCEPTED BY: ACCEPTED BY: KONE Inc. City of Clermont DocuSigned by: V' Er DocuSigned by:6 24F97BOEADB24AE... 2BA7692F758C492... Ron McCoy Signature Branch Manager Tim Murry Name (printed) Date: 7/16/2024 Mayor Title Date: 7/16/2024 Pricing List Exhibit 1 24/7 Connected Equipment ID State ID # Type Stops Make Model Price Included City Hall Building 72983 Hydraulic 3 KONE MiProm HS $330 No Fire Station #1 58583 Hydraulic 2 Schindler 321-A $330 No Police Station 103670 Hydraulic 2 Otis AAA21242E $330 No Victory Pointe Observation Tower 106314 Hydraulic 3 Garaventa CQ20K $330 No Total Monthly Billing Amount: $1,320.00 (payable annually in advance $15,840) *Pricing is contingent on the elevators being in good condition without outstanding repairs or code violations. If any outstanding repairs or issues are found, a proposal to correct those items will be submitted for approval. Standard Billing Rates for this contract will be based upon the stated rates in The U.S. Communities Master Agreement.