HomeMy WebLinkAboutC2013-038 - 1/22/2013 - ApprovedELEVATOR/ESCALATOR
MAINTENANCE. SERVICE AGREEMENT
Service Agreement No. SA13 -013
THIS Elevator/Escalator Maintenance Service Agreement (this "Agreement ") is
entered into by and between Schindler Elevator Corporation (the "Contractor ") and the City of
Corpus Christi, a Texas home -rule municipal corporation (the "City "), by and through its duly
authorized City Manager or designee ( "City Manager'), effective for all purposes upon
execution by the City Manager.
WHEREAS Contractor has proposed to provide Elevator/Escalator Maintenance in
response to Bid Invitation No. BI- 0249 -12 (which includes Specification 1026, dated 10/23/12)
which is incorporated and attached as Exhibit A;
WHEREAS the City has determined Contractor to be the lowest responsible bidder;
follows:
NOW, THEREFORE, Contractor and City enter into this Agreement and agree as
1. Services. Contractor will provide Elevator/Escalator Maintenance in accordance
with Bid Invitation No. BI- 0249 -12 (which includes Specification 1026, dated 10/23/12).
2. Term. This Agreement is for one (1) year commencing on the date signed by the
last signatory hereto and continuing for one (1) year thereafter. The term includes four (4)
automatic one -year extensions.
3. Contract Administrator. The Contract Administrator designated by the City
is responsible for approval of all phases of performance and operations under this Agreement
including deductions for non - performance and authorizations for payment. All of the
Contractor's notices or communications regarding this Agreement must be directed to the
Contract Administrator, who is the Director of General Services.
4. Independent Contractor. Contractor will perform the services hereunder as
an independent contractor and will furnish such services in its own manner and method, and
under no circumstances or conditions may any agent, servant or employee of the Contractor be
considered an employee of the City.
5. Insurance. Before activities can begin under this Agreement, the Contractor's
insurance company(ies) must deliver a Certificate of Insurance, as proof of the required
insurance coverages, to the Contract Administrator. Additionally, the Certificate must state that
the Contract Administrator will be given at least thirty (30) days' notice, by certified mail, of
cancellation, material change in the coverages or intent not to renew any of the policies. The
City must be named as an Additional Insured. The City Attorney must be given copies of all
insurance policies within 15 days of the City Manager's written request.
2013 -038
1/22/13
M2013 -010
Schindler Elevator Corporation
iNnE )(ED
6. Assignment. No assignment of this Agreement or any right or interest therein by
the Contractor is effective unless the City first gives its written consent to such assignment. The
performance of this Agreement by the Contractor is of the essence of this Agreement and the
City's right to withhold consent to such assignment is within the sole discretion of the City on
any ground whatsoever.
7. Fiscal Year. All parties recognize that the continuation of any contract after the
close of any fiscal year of the City (the City's fiscal year ends on July 31 is subject to
appropriations and budget approval providing for covering such contract item as an expenditure
in said budget. The City does not represent that said budget item will be actually adopted as that
determination is within the sole discretion of the City Council at the time of adoption of each
budget.
8. Waiver. No waiver of any breach of any term or condition of this Agreement, or
Bid Invitation No. BI- 024912 (which includes Specification 1026, dated 10123112), or the
Contractor's bid offer to Bid Invitation No. BI- 0249 -12 waives any subsequent breach of the
same.
9. Compliance with Laws. This Agreement is subject to all applicable federal, state
and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas.
The applicable law for any legal disputes arising out of this Agreement is the law of Texas and
such form and venue for such disputes is the appropriate district, county or justice court in and
for Nueces County, Texas.
10. Subcontractors. The Contractor may use subcontractors in connection with the
work performed under this Agreement. When using subcontractors, however, the Contractor
must obtain prior written approval from the Contract Administrator. In using subcontractors,
the Contractor is responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All requirements set forth as
part of this Agreement are applicable to all subcontractors and their employees to the same
extent as if the Contractor and its employees had performed the services.
11. Amendments. This Agreement may be amended only by written. Agreement duly
authorized by the parties hereto and signed by the parties.
12. Termination. The City Manager may terminate this Agreement for Contractor's
failure to perform the services specified in Bid Invitation No. BI- 0249 -12 (which includes
Specification 1026, dated 10123112). Failure to keep all insurance policies and performance
bonds in force for the entire term of this Agreement is grounds for termination. The Contract
Administrator must give the Contractor written notice of the breach and set out a reasonable
opportunity to cure. If the Contractor has not cured within the cure period, the City Manager
may terminate this Agreement immediately thereafter.
Alternatively, the City may terminate this Agreement upon twenty (20) days' written
notice to the Contractor. However, the City may terminate this Agreement on twenty -four (24)
hours' written notice to the Contractor for failure to pay or provide proof of payment of taxes as
set out herein.
13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax
Guide, Publication 15, as it may be amended. Upon his request, the City Manager shall be
provided proof of payment of these taxes within fifteen (15) days. of such request. The
Contractor may terminate this Agreement upon ninety (90) days' written notice to the City.
14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy.
15. Violence Policy. The Contractor must adopt a Violence in the Workplace policy.
16. Notice. Notice may be given by fax, hand delivery or certified mail, postage
prepaid, and is received on the day faxed or hand - delivered and on the third day after deposit in
the U.S. mail if sent certified mail. Notice shall be sent as follows:
IF TO CITY:
City of Corpus Christi
Attention: Jim Davis, Director of General Services
P.O. Box 9277
Corpus Christi, Texas 78469 -9277
IF TO CONTRACTOR:
Contractor Schindler Elevator Com.
Contact Dave Flint
Address: 12961 Park Central, Ste. 1460
City, State, San Antonio TX 78216
17. Month -to -Month Extension. If the City has not completed the procurement process
and awarded a new Agreement upon expiration of the original contract period or any extension
period, the Contractor shall continue to provide goods /services under this Agreement, at the most
current price under the terms of this Agreement or extension, on a month -to -month basis, not to
exceed six months. This Agreement automatically expires on the effective date of a new
contract.
18. Severability. Each provision of the Agreement shall be considered to be
severable and, if, for any reason, any such provision or any part thereof, is determined to be
invalid and contrary to any existing or future applicable law, such invalidity shall not impair the
operation of or affect those portions of this Agreement that are valid, but this Agreement shall be
construed and enforced in all respects as if the invalid or unenforceable provision or part thereof
had been omitted.
19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD
HARML AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS,
EMPLOYEES AND AGENTS ( "INDEMNITEES ") FROM AND AGAINST ANY AND
ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF
ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS
OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES
OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS
FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT,
REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE
CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR
CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE
NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER
PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY
KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS,
DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF
CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR
SOONER TERMINATION OF THIS AGREEMENT.
SIGNED this day of A C .J , 20
Contractor cNn + n��c r
NV :j me
Title:
CITY
("CITY ")
Michael Sairera I P,
Assistant Director of Financial Services
� 1,1 t
Date
�� O l D tus��LL
�Ff`,IFFTAIW