SERVICES AGREEMENT
BETWEEN CITY OF SUNNYVALE AND OTIS
FOR DPS HEADQUARTERS ELEVATOR MODERNIZATION AND REPAIRS THIS AGREEMENT, dated ____________, is by and between the CITY OF SUNNYVALE, a California chartered municipal corporation ("CITY"), and OTIS ELEVATOR COMPANY , a Connecticut corporation ("CONTRACTOR").
WHEREAS, CITY is in need of modernization and repairs to the elevator in the Department of Public Safety (“DPS”) Headquarters; and
WHEREAS, CONTRACTOR represents that it, and its sub -contractors, if any, possess the professional qualifications and expertise to provide the required services and are licensed by the State of California in the required disciplines;
NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT.
1. Services by CONTRACTOR
CONTRACTOR shall provide services in accordance with Exhibit "A" entitled “Scope of Work” and Exhibit “B”. To accomplish that end, CONTRACTOR agrees to assign Michal Randolph to this project, to act in the capacity of Project Manager and personally direct the services to be provided by CONTRACTOR.
All exhibits referenced in this Agreement are attached hereto and are incorporated herein by reference. Except as specified in this Agreement, CONTRACTOR shall furnish all technical services, including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to satisfactorily complete the services required in this Agreement.
2. Contract Term
The term of this Agreement shall be from the date of execution through completion, unless otherwise terminated in accordance with Section 17 below.
3. Payment of Fees and Expenses
Total compensation shall not exceed Four Hundred Fifty -Four Thousand One Hundred Fifty and No/100 Dollars ($454,150.00), unless upon written modification to this Agreement signed by both parties. CONTRACTOR shall submit progress payment invoices to CITY no more frequently than monthly to be paid in accordance with the procedures set forth in Exhibit "B".
All invoices, including detailed backup, shall be sent to City of Sunnyvale, attention Accounts Payable, P.O. Box 3707, Sunnyvale, CA 94088-3707 or [email protected]. Payment shall be made within thirty (30) days upon receipt of an accurate, itemized invoice by CITY’s Accounts Payable Unit.
4. No Assignment of Agreement
CONTRACTOR shall bind themselves, their partners, successors, assigns, executors, and administrators to all covenants of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for under this Agreement shall be Attachment 1
assigned or transferred, either voluntarily or by operation of law, without the prior written approval of CITY. However, claims for money due to or to become due to CONTRACTOR from CITY under this Agreement may be assigned to a bank, trust company or other financial institutions, or to a trustee in bankruptcy, provided that written notice of any such assignment or transfer shall be first furnished to CITY. In case of the death of one or more members of CONTRACTOR's firm, the surviving member or members shall complete the services covered by this Agreement. Any such assignment shall not relieve CONTRACTOR from any liability under the terms of this Agreement.
5. Independent Contractor
CONTRACTOR is not an agent or employee of CITY but is an independent contractor with full rights to manage its employees subject to the requirements of the law. All persons employed by CONTRACTOR in connection with this Agreement will be employees of CONTRACTOR and not employees of CITY in any respect. CONTRACTOR is responsible for obtaining statutory Workers' Compensation coverage for its employees.
6. Standard of Workmanship
CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform the services and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR's representations regarding its skills and knowledge. CONTRACTOR shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.
7. Responsibility of CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy and the coordination of the services furnished by it under this Agreement. Neither CITY’s review, acceptance nor payment for any of the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of any of the services furnished under this Agreement.
8. Right of CITY to Inspect Records of CONTRACTOR
CITY, through its authorized employees, representatives, or agents, shall have the right, at any and all reasonable times, to audit the books and records including, but not limited to, invoices, vouchers, canceled checks, time cards of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years from the date of final payment to CONTRACTOR or for any longer period required by law, sufficient books and records in accordance with generally accepted accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR. Any expenses not so recorded shall be disallowed by CITY. 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.
9. No Pledging of CITY’s Credit
Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY.
Attachment 1
10. Ownership of Material
All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared or caused to be prepared, under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof.
CITY shall not be limited, in any way, in its use of said material, at any time, for work associated with Project. However, CONTRACTOR shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to the release of this material to third parties for work other than on Project.
11. Indemnity
To the fullest extent permitted by law, CONTRACTOR shall hold harmless, defend at its own expense, and indemnify the City and its officers, officials, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from negligent acts, willful misconduct or omissions of CONTRACTOR or its officers, agents, or employees in rendering services under this Agreement; excluding, however, such liability, claims, losses, damages, or expenses arising from the City’s negligence or willful acts. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement.
CONTRACTOR’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement.
12. Insurance Requirements
The City requires that CONTRACTOR maintain insurance requirements on the electronic insurance verification system. CONTRACTOR shall procure and maintain, at its own expense, during the life of this Agreement, insurance as specified in Exhibit "C" attached and incorporated herein by reference and shall provide all certificates and endorsements as specified in Exhibit "C" for approval by the CITY Risk Manager or authorized designee prior to CONTRACTOR (or subcontractor) commencing any work under this Agreement.
13. Wage Rates
Pursuant to Sections 1770, 1771, 1774 -1776, 1777.5, 1813, and 1815 of the California Labor Code, or as amended hereafter, the successful bidder shall pay not less than the prevailing rate of per diem wages as determined by the Director of the State of California Department of Industrial Relations. Copies of such prevailing wage rates are available for review at the office of CITY’s Director of Public Works, 456 West Olive Avenue, Sunnyvale, California 94086. Wage rates can also be obtained through the California Department of Industrial Relations website at:
http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm
Bidders shall promptly notify the person identified on the cover page of this bid invitation, in writing, about all labor classifications not listed in the prevailing wage determinations but necessary for the performance of the work described in the bid documents.
The successful bidder/contractor, and each subcontractor shall keep accurate payroll records, and comply in all respects with Labor Code Section 1776, including the timely response to written notices requiring copies of such records, as provided for in such section. In the event the Attachment 1
CONTRACTOR or subcontractor fails to comply within the ten day period, that CONTRACTOR or subcontractor shall forfeit one hundred dollars ($100.00) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated, as provided by Labor Code section 1776(h).
Neither the notice inviting bids nor this Agreement shall constitute a representation of fact as to the prevailing wage rates upon which the CONTRACTOR or any subcontractor may base any claim against CITY.
It shall be mandatory upon CONTRACTOR and upon any subcontractor to pay not less than the specified rates to all laborers, workers, and mechanics employed in the execution of the Contract. It is further expressly stipulated that CONTRACTOR shall, as a penalty to CITY, forfeit two hundred dollars ($200.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic paid less than the stipulated prevailing rates for any work done under this Contract by CONTRACTOR or by any subcontractor; and CONTRACTOR agrees to comply with all provisions of Section 1775 of the Labor Code.
In case it becomes necessary for CONTRACTOR or any subcontractor to employ on the project under this Agreement any person in a trade or occupation (except executives, supervisory, administrative, clerical, or other non-manual workers as such) for which no minimum wage rate is herein specified, CONTRACTOR shall immediately notify CITY who will promptly thereafter determine the prevailing rate for such additional trade or occupation and shall furnish CONTRACTOR with the minimum rate based thereon. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment.
14. Conflict of Interest
CONTRACTOR shall avoid all conflicts of interest, or appearance of conflict, in performing the services and agrees to immediately notify CITY of any facts that may give rise to a conflict of interest. CONTRACTOR is aware of the prohibition that no officer of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement CONTRACTOR shall not accept employment or an obligation which is inconsistent or incompatible with CONTRACTOR’S obligations under this Agreement.
15. Governing Law, Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law or choice of law principles. Proper venue for legal actions will be exclusively vested in a state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara, and waive all venue objections.
16. Records, Reports and Documentation
CONTRACTOR shall maintain complete and accurate records of its operation, including any and all additional records required by CITY in writing. CONTRACTOR shall submit to CITY any and all reports concerning its performance under this Agreement that may be requested by CITY in writing. CONTRACTOR agrees to assist CITY in meeting CITY's reporting requirements to the state and other agencies with respect to CONTRACTOR's work hereunder. All records, reports and documentation relating to the work performed under this Agreement shall be made available to City during the term of this Agreement.
Attachment 1
17. Termination of Agreement
A. If CONTRACTOR defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of satisfactory services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONTRACTOR shall present CITY with any work product completed at that point in time.
B. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONTRACTOR shall present CITY with any work product completed at that point in time.
C. If CITY fails to pay CONTRACTOR, CONTRACTOR at its option may terminate this Agreement if the failure is not remedied by CITY within 30 days after written notification of failure to pay.
18. Subcontracting
None of the services covered by this Agreement shall be subcontracted without the prior written consent of CITY. Such consent may be issued with notice to proceed if subcontract CONTRACTORs are listed in the project work plan.
19. Compliance with Laws
A. CONTRACTOR shall not discriminate against, or engage in the harassment of, any City employee or volunteer or any employee of CONTRACTOR or applicant for employment because of an individual’s race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status, or any protected characteristic in violation of federal or state law. This prohibition shall apply to all of CONTRACTOR’s employment practices and to all of CONTRACTOR’s activities as a provider of services to the City.
B. CONTRACTOR shall comply with all federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement.
20. Changes
CITY or CONTRACTOR may, from time to time, request changes in the terms and conditions of this Agreement. Such changes, which are mutually agreed upon by CITY and CONTRACTOR, shall be incorporated in amendments to this Agreement in accordance with Section 24 below.
Attachment 1
21. Other Agreements
This Agreement shall not prevent either Party from entering into similar agreements with others.
22. Severability Clause
In case any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions which shall remain in full force and effect.
23. Captions
The captions of the various sections, paragraphs and subparagraphs, of the contract are for convenience only and shall not be considered nor referred to for resolving questions of interpretation.
24. Entire Agreement; Amendment
This writing constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced by writing as an amendment to this Agreement signed by all parties. If the amendment is signed electronically, the digital signatures must comply with the requirements of California Government Code Section 16.5.
25. Miscellaneous
Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision.
Neither party shall be liable for any loss, damage or delay nor be found to be in default or breach due to any cause beyond it’s reasonable control including, but not limited to, acts of God or nature; fire; explosion; theft; floods; water; weather; traffic conditions; transportation, material or labor disruptions; epidemic, pandemic, quarantine or other local, state, or federal government action in response thereto; sabotage; cyber-security; national emergency; act of terrorism; earthquake; riot; civil commotion; war; vandalism; national or local labor strikes, lockouts, other labor disputes; misuse, abuse, neglect, mischief, or work by others (collectively “Causes Beyond Reasonable Control”). 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 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.
Attachment 1
IN WITNESS WHEREOF, the parties have executed this Agreement.
CITY OF SUNNYVALE ("CITY") OTIS ("CONTRACTOR")
By ________________________ By ________________________ City Manager
________________________
ATTEST: Name and Title
By ________________________ By ________________________ City Clerk
________________________
APPROVE AS TO FORM: Name and Title
By ________________________
City Attorney
Attachment 1
EXHIBIT A
SCOPE OF WORK
Phase 1 – Cylinder Replacement
This phase will address the elevator’s critical repair needs to ensure safe operation and compliance with ASME A17.1. Scope of work shall include:
• Remove the existing hydraulic cylinder, plunger, and liner assembly. • Drill and prepare the existing well hole for installation of a new PVC-encased hydraulic cylinder.
• Furnish and install a new double-bottom hydraulic cylinder with sealed PVC protection, designed to prevent corrosion and contain oil leakage. • Install a new cylinder head with drip ring, internal guide ring, and self-adjusting packing. • Furnish and install a new polished steel plunger with welded stop ring. • Replace packing, buffer springs, shut-off valves (pit and machine room), and rupture valve. • Perform full-load safety testing and assist the California Department of Industrial Relations elevator inspector during final inspection.
• Provide protection of adjacent finishes and coordinate with building staff for temporary access restrictions.
• Remove and properly dispose of spoils, debris, and non-contaminated materials generated during drilling operations.
All work shall be performed Monday through Friday between the hours of 7:00 a.m. and 5:00 p.m.
Phase 2 – Modernization and Cab Interior Remodel
Following successful completion of Phase 1 - Cylinder Replacement, Phase 2 - Modernization and Cab Interior Remodel will modernize elevator systems for improved performance, safety, and reliability. All work in Phase 2 shall be performed Monday through Friday between the hours of 7:00 a.m. and 5:00 p.m. Scope of work shall include:
A. Machine Room Equipment
• Replace existing controller with a microprocessor-based HydroFit MOD control system and solid-state soft starter.
• Replace pump motor and power unit with new submersible hydraulic power unit, incorporating an integral 4-coil control valve.
• Install an AUT -O-SAFE® emergency return unit (ERU) to automatically return the elevator to the main landing during power loss.
B. Door Equipment
• Install new closed-loop door operator for consistent door performance. • Add solid-state infrared passenger protection sensors on car doors. • Retain and inspect existing interlocks, door tracks, hangers, and restrictors.
C. Hoistway and Car Equipment
• Provide new hoistway operating devices, terminal stopping devices, and pit switch. • Retain car guides and spring buffers.
• Install new car operating panel with LED-illuminated buttons, emergency lighting, and communication system.
• Install new hall call buttons and position indicators at all landings.
D. Cab Interior Remodel
• Remove existing cab finishes and furnish a new interior including:
Attachment 1
o Stainless steel ceiling and base reveals.
o Vertical plastic laminate wall panels (standard finish). o Replacement ADA-compliant stainless handrail.
• Retain existing flooring unless otherwise directed.
DI. Work by Others
• Provide electrical power, lighting, smoke/heat detection interfaces, and code- compliant disconnects.
• Maintain dry and secure storage near the elevator shaft. • Provide disposal of removed elevator components and fluids per environmental regulations.
DII. Testing and Turnover
• Perform all required safety and code inspections.
• Provide documentation and coordination with the State elevator inspector. • Turn over elevator for public use upon final acceptance.
Attachment 1
OTIS SERVICE AND REPAIR ORDER
Otis Service and Repair Order
We propose to furnish the necessary material and labor on the following units:
Unit Customer Designation
Z09486 PASSENGER
SCOPE OF WORK
NEW CYLINDER WITH SEALED PVC PROTECTION
The cylinder shall be of a double bottom design constructed of steel pipe of sufficient thickness and suitable for the operating pressure as prescribed by the latest revision of the ASME A17.1 or CAN3-B44 codes. The top of the cylinder shall be equipped with a new cylinder head with a drip ring to collect any oil seepage as well as an internal guide ring and self-adjusting packing. The cylinder exterior shall be covered with a protective coating. Sealed PVC Protection helps protect the cylinder from corrosion, permits monitoring and evacuation of liquids to make sure the cylinder does not come in contact with water, and helps contain oil should the cylinder leak. The sealed PVC Protection can help protect your property against possible environmental contamination and clean-up costs.
NEW PLUNGER
The plunger shall be constructed of selected steel tubing or pipe of proper diameter machined true and smooth with a fine polished finish. The plunger shall be provided with a stop ring electrically welded to it to prevent the plunger from leaving the cylinder.
INSTALLATION
The plunger and new cylinder shall be installed plumb and shall operate freely with minimum friction.
CYLINDER HEAD SUPPORT REMOVAL
Otis will remove the existing cylinder-head support for cylinder replacement. After installation of the new cylinder and sealed PVC Protection System is complete, Otis will provide a new cylinder-head support.
This proposal includes removing the existing cylinder from the original well hole. Otis will be responsible for removal of spoils resulting from hole clean out in drums. Drilling work is not included in this proposal. If a drilling company is needed this will be quoted as a separate work order. Cost of project includes one day of clean out of existing hole of debris with a standard vacuum truck. If any physical obstruction, hindrance, ground water, or cave-in is encountered below the ground, we shall be provided with written authorization to proceed with the excavation utilizing any additional special hoisting or excavating equipment required. 10/10/2025
CUSTOMER NAME
City of Sunnyvale
650 West Olive
Sunnyvale, CA 94086
OTIS ELEVATOR COMPANY
1070 Commercial St. Ste 106,
San Jose, CA 94085
OTIS CONTACT
Michal Randolph
Phone:
Email:
PROJECT LOCATION
700 ALL AMERICAN WAY *
700 ALL AMERICAN WAY
SUNNYVALE, CA 94086
PROPOSAL NUMBER
QTE-002283682
Exhibit B
Compensation and Description of Work
Attachment 1
OTIS SERVICE AND REPAIR ORDER
Otis Elevator Company shall be reimbursed for all additional costs incurred subsequent to encountering the physical obstruction or hindrance, including the costs of the special equipment. In addition, if existing cylinder is not freed from current impacted condition within an eight (8) hour period then a supplemental proposal shall be provided for any additional labor to remove the cylinder from its impacted condition.
WORK NOT INCLUDED IN THE ELEVATOR CONTRACT
When needed, we will provide protection for floors, walls and elevator entrances for normal activities associated with this work. If special drilling or excavation of contaminant material equipment is required, the owner will be responsible for all building protection and alterations needed to bring this equipment in, use and take off of the premises.
To complete this installation, the following items must be performed or furnished by the owners or their agent according to governing codes. The price and installation schedule of the elevator contractor is based on the following conditions prevailing at the beginning and during installation of the elevator equipment and includes the following:
Provide electric power for light, tools, hoists, welding, drilling rig (if necessary), etc. required for the duration of this project.
Owner will provide full access to the work area for the contractors works and their agents at all times during the agreed upon work hours for the duration of the project.
The owner will provide on-site storage space adequate to store cylinder, PVC, oil, tools, etc. during the project. The storage space should be close proximity to the work area.
It shall remain the owner’s responsibility that the well hole is free of contaminants and clear of any obstructions. The owner will provide all necessary permits for welding, gas burning and cutting in the elevator hoistway.
The owner is responsible for deactivating and reactivating all fire, smoke and/or combustion sensors in the work area that may be activated by the effects of the operations required to complete this work.
Hole Clean Out is not covered under this contract, in the event after the cylinder is removed and the hole will need to be cleaned out, Otis will sub-contract with a third party vendor and provide a proposal in the event this is needed.
Pricing includes oil, and permit needed for the alteration.
Material provided shall be installed in accordance with the ASME A17.1 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.
Attachment 1
OTIS SERVICE AND REPAIR ORDER
PRICE
$165,000.00
One hundred sixty-five thousand dollars
This price is based on a twenty-five percent (25%) downpayment in the amount of $41,250.00.
PAYMENT TERMS:
• The downpayment amount is due in full prior to Otis ordering material and/or mobilizing. • If you choose the alternative downpayment amount listed below, the corresponding adjustment shall be applied to the base contract amount.
In the event 100% of the contract price is not paid up front, we must be paid the remaining balance no later than the completion of work. Final invoice will be submitted once work is scheduled.
This proposal, including the provisions printed on the pages following, shall be a binding contract between you, or the party identified below for whom you are authorized to contract (collectively referred to herein as "you"), and us when accepted by you through execution of this proposal by you and approved by our authorized representative; or by your authorizing us to perform work for the project and our commencing such work.
Accepted in Duplicate
City of Sunnyvale Otis Elevator Company
Date:
Signed:
Date:
Signed:
Print Name: Print Name: Andrea Koch
Title: Title: Director & GM, San Jose
Email: Email:
Company Name: City of Sunnyvale
□ Principal, Owner or Authorized Representative of
Principal or Owner
□ Agent __________________________________
(Name of Principal or Owner)
Attachment 1
© OTIS ELEVATOR COMPANY, 2025 All Rights Reserved Page 16 of 22
Total: $289,150
MODERNIZATION ONLY...........................................................................$168,000
CAB INTERIOR
.............................................................................................$39,150
WORK BY OTHERS.......................................................................................$85,000
SCHEDULE OF VALUES:
SCHEDULE OF VALUES
Base Contract Amount: $289,150
DUE DATE DESCRIPTION % VALUE
02/28/2025_CLC Version (Hydro Proposal)
Due within 30 days
from date of invoice
or prior to release of
factory orders,
whichever occurs
first.
Engineering/Drawings/Mobilization
“Initial Payment”
25% $ 72,287.50
Due within 30 days
from date of invoice
or prior to installation,
whichever occurs
first. Installation will
not commence until
this material
payment is made.
Materials for project
“Material Delivery Payment”
25% $ 72,287.50
Due within 30 Days
from substantial
completion of each
elevator.
Installation labor
“Labor Progress Payments”
25% $ 72,287.50
25%
Due
prior to release
post-completion of
each elevator.
Completion and Release
"Final Payment" $ 72,287.50
Attachment 1
© OTIS ELEVATOR COMPANY, 2025 All Rights Reserved Page 17 of 22
DOWN PAYMENT (OPTION)
☐ DISCOUNT SCHEDULE
Pre-Payment Discount - Otis will offer the below discount schedule for larger pre-payment amounts:
o 75% Pre-Payment 2% discount off base bid
o 90% Pre-Payment 3% discount off base bid
aDue to current market conditions the availability of elevator installation labor is limited. If this proposal is not ccep ted within 30 days, prior to acceptance of any award Otis reserves the unilateral right to decline the award based on a review of the project schedule and our labor availability/commitments.
LEAD TIME AND DURATION
We anticipate approximately 22 weeks manufacturing time from receipt of approvals and down payment.
Thereafter, we expect the modernization to take approximately 5 weeks for the Cylinder and 5 for the Mod..
All work will be performed during our regular working hours of our regular working days.
SCHEDULE
Our proposal is based on a delivery date of 3/4/2025. If the delivery date is delayed 90 calendar days or
greater, customer agrees to pay applicable factory material price increases. A fully executed change
order and full payment of the price increase, in addition to full payment of the required down payment
C
ustomer is required prior to the factory material being ordered and released. Additionally, if your project schedule changes and extends installation or completion of labor into a future year or year(s), Customer agrees to pay applicable labor escalation price increases. A fully executed change order regarding the labor escalation price increase must be executed prior to mobilization and the start of any work.
CODE CLARIFICATIONS
ASME A17.1 / CSA B44 (2016 or earlier): It is our understanding the International Building Code (IBC), 2018 Edition is NOT applicable to this project. Otis has included an emergency communication system that conforms to ASME A17.1 / CSA B44 (2016 or earlier), Requirement 2.27.1.1. It should be noted that at the present time there is a potential conflict concerning the emergency communication system requirements between IBC 2018 and ASME A17.1 / CSA B44 (Safety Code for Elevators and Escalators) and you agree to to hold Otis harmless for any claim, loss, cost, or damage in connection with any such conflict.
Work By Others
Customer or owner will provide one (1) dedicated outside telephone line to the elevator machine room as described in the “Work by Others” section.
Attachment 1
© OTIS ELEVATOR COMPANY, 2025 All Rights Reserved Page 18 of 22 Section 11
ALTERNATES
ALTERNATES
ALTERNATIVE #1 Work BY Others: Muscio Electric Details TBD
ALTERNATE
#2 – Cab interior
• Shop Drawings: Shop Drawings are included
• Demolition: Remove necessary material and properly dispose • Ceiling: New #4 stainless steel
• Finishes: Seven vertical standard 1/2" plastic laminate panels on three walls, also includes #4 stainless steel base and reveals
• Handrail: Replace the existing ADA handrail, to meet ADA standard ADD: Thirty Nine Thousand One Hundred Fifty dollars and 0/100 cents: $39,150.00 Please indicate your intention to choose this option by initialing here: ______ Attachment 1
Modernization OTIS
© OTIS ELEVATOR COMPANY, 2025 All Rights Reserved Page 19 of 22 Attachment 1
General Scope Description and Provisions:
The new cylinder being proposed for installation is a sealed, double-bottom, PVC-protected design, which offers protection from corrosion, as well as permitting monitoring and evacuation of liquids to ensure the cylinder does not come in contact with water. This design will also help contain oil in the unlikely event of a cylinder leak. The sealed PVC protection can help protect your property against possible environmental contamination and associated clean-up costs and penalties.
In certain cases, the installation of the sealed PVC design cylinder may require significant additional work. Such situations include:
1. When an existing well casing must be removed in order to achieve the proper clearance for the installation of the sealed PVC cylinder.
2. When such an installation would require modifications to the building or hoist way (i.e., the required drill rig does not fit in the building through on existing entrance or implies the need to move the existing rails).
Re-drill the existing cylinder hole and prepare it for installation of a new PVC-encased cylinder Install A 17.1- compliont PVC cylinder, type L, grade 1 CPVC-1120, specifically designed for underground use.
The scope of work will include the following:
Secure the elevator cob at the top floor
Remove the existing piston
Remove the existing cylinder and liner
Re-drill the existing cylinder hole and prepare it for installation of a new PVC-encased cylinder Install A 17.1- compliant PVC cylinder, type 1, grade 1 CPVC-1120, specifically designed for underground use Install a new
double bottom cylinder with sealed PVC encasement and safety valve Plumb the cylinder to the vertical
Install a new cylinder head
Install new piston
Install new pocking
Install new buffer springs
Install new shut-off valves in the pit and in the machine room
Install new rupture valve
Perform a full load safety test
Assist the State of California Dept. of Industrial Relations elevator Inspector in their inspection Return the elevator
to service
New Cylinder and Sealed PVC Protection Warranty:
The cylinder and sealed PVC protection used for this project is warranted against product and installation defect for the duration of your uninterrupted Otis full-coverage maintenance agreement, up to twenty (20) years.
Clarifications:
1. Removal of Cylinder and Casing (if existing): There will be an additional cost of $445.00 per hour to remove existing cylinder if site conditions prevent its removal within twenty-four (24) working hours.
2. "Rock Clause" -- Cylinder Well Hole Drilling: There will be an additional cost of $495.00 per hour (driller) plus Mechanic crew standby costs, as applicable, at Otis's discounted rate of $445.00 per hour, to drill the new hole if site conditions (such as rock, water or other unanticipated conditions) prevent completion of the hole drilling within twenty-four (24) drilling hours.
3. Well Casing: In unique cases, it may be necessary to install a well casing to prevent the © OTIS ELEVATOR COMPANY, 2025 All Rights Reserved Page 20 of 22 We do not agree under our warranty to bear the cost of repairs or replacements due to vandalism, abuse, misuse, neglect, normal wear and tear, modifications not performed by us, improper or insufficient maintenance by others, or any cause beyond our control.
Attachment 1
collapse of the drilled hole. As this occurrence is not typical, the cost for a well-casing has NOT been included in this proposal. Should a well casing be required, you will be notified and a change order will be submitted for the additional cost to install it.
4. Installation, Alignment and Vertical Plumbing of New Cylinder: This proposal's price includes forty (40) straight time crew hours per elevator to insert and set the new PVC outer casing and steel piston cylinder.
Should the time to perform this function exceed forty (40) straight time crew hours per elevator, the additional time will be billed at $625.00 per hour.
5. Spoils {Mud) Removal: The spoils (mud) generated during the completion of this project (primarily during the drilling phase) must be removed from the site. The spoils may or may not be contaminated. the contamination being attributed to the existing ground soil condition, oil introduced from a leak in the underground cylinder, or both. The removal of contaminated soil and drilling spoils must be performed by certified, authorized agents whose methods and processes are compliant with existing hazardous waste transportation and disposal laws. The removal and recycling of the spoils (mud) is included in this proposal for (8) 55-gallon drums. Any additional drums that need to be removed and recycled will be at the additional charge of $375.00 per properly sealed 55- gallon drum. The removal of oil and/or contaminated spoils is NOT included in this work.
The building owner (or agent) assumes responsibility for the proper removal of oil and/or contaminated spoils associated with the replacement of the piston/cylinder. The legally required manifest describing removed spoils will be provided upon completion of this work. Otis will provide assistance coordinating the scheduling of the spoils removal, as necessary. Below is the name and phone number of a certified spoils removal company for your use. Other certified. authorized companies may also be used, at your discretion.
All work is to be completed during the regular working hours of the elevator trade.
Where conditions require it, we will provide protection for floors, walls and the elevator entrances for the normal activities associated with this work. Building protection associated with special or unusual drilling or excavation procedures is the responsibility of the building owner.
This proposal is based on the building owner agreeing to provide the following:
• Electric power for light, tools, hoists, welding, drilling rig, etc. required for the duration of this project.
• Full access to the work area for professionals completing this work during the agreed-upon work hours for the duration of the project.
• On-site storage (clear and in close proximity to the work area) for materials associated with the completion of the project, including cylinder, piston, oil, tools, etc. during the project. • Permits required for the use of welding and gas-burning and cutting in the elevator hoist way. • Deactivation and reactivation of all fire, smoke and/or combustion sensors in the work area that may be activated by the effects of the procedures required to complete this work. -Cylinder manufacturing 12-14 weeks from signed proposal.
Some things to keep in mind with this being an occupied building:
1. The entire duration of the Cylinder work is noisy (especially when the driller is onsite) Normal working hours: 7 AM-3:30PM
2. Storage / parking spaces are needed for the crew for the duration of the project. These spaces need to be in close proximity to the Elevator and cannot be in a far off space such as the loading dock.
3. The area around the Elevator will need to be blocked off and will impact the amount of space available for the tenant parking in the proximity.
02/28/2025_CLC Version (Hydro Proposal)
© OTIS ELEVATOR COMPANY, 2025 All Rights Reserved Page 21 of 22
02/28/2025_CLC Version (Hydro Proposal)
Please indicate your intention to choose this option by initialing here: ______
The extent of the work to be performed is either described above or in the attached specification which is incorporated into and made a part of this document.
Price: $289,150
PRICE TBD “Cost w/Tax” Or “Cost w/o Tax”
Dollars Type Dollar Amount
This proposal, including the provisions printed on the pages following, shall be a binding contract between you, or the party identified below for whom you are authorized to contract, and us when accepted by you and our authorized representative through execution of this proposal; or by your authorizing us to perform work for the project and our commencing such work. The purchase price in the Contract is subject to increase caused by any reason beyond Otis’ reasonable control including but not limited to commodity, fuel, tariff, and/or shipping transportation cost increases.
This quotation is valid for thirty (30) days from the date of submission unless changed by us prior to a fully executed contract.
Accepted in Duplicated Submitted by: Michal Randolph
CUSTOMER
OTIS ELEVATOR COMPANY
Approved by Authorized Representative
Approved by Authorized
Representative
Date: Date:
Signed: X Signed: X
Print Name: Print Name:
Title: Title:
Name of Company:
Attachment 1
EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Contractor, their agents, representatives, or employees.
Scope and Limits of Insurance. Contractor shall maintain limits of:
1. Commercial General Liability : coverage written on an occurrence basis with limits of $1,000,000 per occurrence and $ 2,000,000 aggregate for bodily injury, personal and advertising injury and property damage. ISO Occurrence Form shall be as broad as CG 0001.
2. Automobile Liability: coverage with a combined single limit of $1,000,000 per occurrence applying to all owned, non -owned, or hired vehicles used in conjunction with this contract for bodily injury and property damage. ISO Form shall be as broad as CA 0001.
3. Workers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit-bodily injury by disease.
Deductibles, Self-Insured Retentions and Other Coverages:
Contractor shall be solely responsible for its deductibles and self -insured retentions. The Contractor shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self-insured retention.
The aforementioned insurance requirements can be met through any combination of self-insured, primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.
Other Insurance Provisions:
1. During the term of the contract, the City of Sunnyvale, its officers, officials, employees, agents, and volunteers are to be covered as an additional insured in the Contractor’s commercial general liability policy with respect to liability arising out of activities performed by the Contractor or by Contractor employees ; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor.
Additional Insured Endorsement for ongoing operations shall be as broad as ISO CG 20 10 Scheduled, or automatic CG 20 38 and completed operations shall be as broad as ISO CG 20 37 scheduled or automatic ISO CG 20 40.
2. During the term of the contract, the Contractor’s Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.
3. For all Architects, Engineers and Design Professionals - If Industry Specific Coverage box is checked above and if the Contractor’s Professional Liability/Errors and Omissions coverage is written on a claims made basis:
a. Insurance must be maintained and evidence of insurance must be provided for (3) years after completion of the contract of work.
b. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Dat e prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for three (3) years after completion of contract work
Attachment 1
4. For any claims related to this project, the Contractor’s commercial general liability insurance shall be primary. Any insurance or self -insurance maintained by the City of Sunnyvale, its officers, officials, employees, agents and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it and shall be at least as broad as ISO CG 20 01 04 13.
5. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Sunnyvale, its officers, officials, employees, agents or volunteers.
6. The Contractor’s commercial general liability insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
7. Each insurance policy required by this clause shall be endorsed to state that coverage shall not cancelled except after thirty (30) days' prior written notice by email to [email protected], has been given to the City.
8. The requirements for coverage and limits shall be the coverage and limits specified in this agreement,
Acceptability of Insurers:
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-VIII and who are authorized to do business in California.
Verification of Coverage:
City utilizes an electronic insurance verification system to track and verify all insurance related documents. City no longer accepts insurance documents by mail and will only accept electronic insurance documents. City will email the Contractor requesting proof of insurance for this Agreement through an electronic insurance verification system, which includes instructions on how to upload insurance documents electronically. Contractor shall furnish the City with an electronic Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf and name City of Sunnyvale, Attn: Risk Management, 456 W. Olive Ave, Sunnyvale, CA 94088 as the certificate holder. All certificates are to be received and approved by the City, Risk Manager prior to commencement of work.
The Contractor shall provide certificate(s) evidencing renewals of all insurance required herein at the time of renewal . Contractor shall submit insurance certificates, reflecting the policy renewals through the City’s electronic insurance verification system.
Subcontractors:
Contractor shall require and verify that all subcontractors or other parties hired for this Work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in Subcontractors Minimum scope, Limits and Provisions of Insurance herein, to the extent they apply to the scope of the subcontractor’s work with the same Certificate of Insurance requirements and naming as additional insureds all parties to this Contract. Failure of Contractor to verify existence of subcontractor’s insurance shall not relieve Contractor from any claim arising from subcontractors work on behalf of Contractor.
Contractor shall include the following language in their agreement with Subcontractors:
“Subcontractors hired by Contractor agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under the Agreement Documents and provide a valid certificate of insurance and the required endorsements included in the Agreement as proof Attachment 1
of compliance prior to commencement of any work and to include this same requirement for any subcontractors they hire for this work. A copy of the Insurance provisions will be furnished to the Subcontractor upon request.” Contractor shall provide proof of such Compliance and verification to the City upon request.
Attachment 1