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<br />TPUS-BTQGRY
<br />2020.3.1
<br />The attached terms and conditions are incorporated herein by reference.
<br />Acceptance by you as owner’s agent or authorized representative and subsequent approval by our
<br />authorized representative will be required to validate this agreement.
<br />
<br />Proposed: Accepted:
<br />
<br />
<br />
<br />
<br />By: Tyler Purvis By:
<br />
<br />For: Schindler Elevator Corporation For: Orange County Asset Management
<br />
<br />Title: Sales Representative Title:
<br />
<br />Date: 9/23/2020 Date:
<br />
<br />TERMS AND CONDITIONS
<br />
<br />1. Any changes to the building to meet local or state codes are to be made by Purchaser. Any changes in the Work required
<br />due to building conditions discovered in the performance of the Work will be paid by Purchaser.
<br />2. No work, service materials or equipment other than as specified hereunder is included or intended.
<br />3. Purchaser retains its normal responsibilities as Owner of the equipment which is subject of this Agreement.
<br />4. Schindler will not be liable for damages of any kind, in excess of the Price of this Agreement, nor in any event for special,
<br />indirect, consequential or liquidated damages.
<br />5. Any cutting and patching is by others and not included in this work.
<br />6. Neither party shall be responsible for any loss, damage, detention or delay caused by labor trouble or disputes, strikes,
<br />lockouts, fire, explosion, theft, lightning, wind storm, earthquake, floods, epidemics, pandemics, storms, riot, civil
<br />commotion, malicious mischief, embargoes, shortages of materials or workmen, unavailability of material from usual
<br />sources, government priorities or requests or demands of the National Defense Program, civil or military authority, war,
<br />insurrection, failure to act on the part of either party's suppliers or subcontractors, orders or instructions of any federal ,
<br />state, or municipal government or any department or agency thereof, acts of God, or by any othe r cause beyond the
<br />reasonable control of either party. Dates for the performance or completion of the work shall be extended by such delay
<br />of time as may be reasonably necessary to compensate for the delay.
<br />7. We warrant that the work will comply with the specifications and that there will be no defects in materials or workmanship
<br />for one year after completion of the work or acceptance thereof by beneficial use, whichever is earlier. Our duty under
<br />this warranty is to correct nonconformance or defect at our expense within a reasonable time after the receipt of notice.
<br />THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
<br />IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br />Purchaser's remedies hereunder are exclusive.
<br />8. Purchaser agrees to defend, indemnify and hold Schindler harmless from and against any claims, lawsuits, demands,
<br />judgments, damages, costs and expenses arising out of this Agreement except to the extent caused by or resulting from
<br />the sole and direct fault of Schindler.
<br />9. For non-maintenance contract customers, Customer hereby agrees, without limitation, to defend, indemnify, release
<br />and hold harmless Schindler and its employees, affiliates, divisions, parent entities, predecessors and successors,
<br />representatives and agents from and against all claims, liabilities, losses, injuries, death, damages, fines, penalties,
<br />payments, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to the
<br />Work performed by Schindler under this Agreement.
<br />INSURANCE: At a minimum, Customer shall provide to Schindler, insurance coverages as set forth within, and a
<br />certificate of insurance evidencing such coverage: Comprehensive General Liability (including Products Liability,
<br />Completed Operations, Broad Form Property damage, and Blanket Contractual Liability) in the amounts of $2M per
<br />occurrence, $5M aggregate. Schindler Holding, Ltd., Schindler Elevator Corporation, and Schindler Enterprises, Inc.
<br />shall be named as additional insureds on the above referenced policies, pursuant to ISO Form CG 2010 11/85, and
<br />shall appear as such on the Certificate of Insurance. Insurance shall provide a waiver of subrogation in favor of the
<br />DocuSign Envelope ID: 423275EB-D8D2-4B19-95E0-4FFCED9F02DE
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