Contract - Central Texas Elevator, LLC - 5/14/2020 CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION OF AN ELEVATOR
FOR THE CITY HALL PARKING GARAGE
WITH
CENTRAL TEXAS ELEVATOR, LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for purchase and installation of an elevator for the City Hall
public parking garage, and for related goods and services (referred to herein as the
"Agreement"), is made and entered into on this the day of the month of
MAm , 2020 by and between the CITY OF ROUND ROCK, a Texas home-rule
municipa ity, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299
(referred to herein as the "City"), and CENTRAL TEXAS ELEVATOR, LLC, whose offices are
located at 123 Bob's Trail, Bastrop, Texas 78602 (referred to herein as the "Services Provider").
RECITALS:
WHEREAS, City desires to purchase certain deliverables and services, specifically
removal of the existing elevator and installation of a new elevator at the City Hall public parking
garage, and City desires to procure same from Services Provider; and
WHEREAS, Sections 252.022(a)(2) and 252.022(3) of the Local Government Code
allows exemptions to competitive bidding requirements for: 1) procurements that are necessary
to preserve the health and safety of the City's residents; and 2) procurements necessary because
of unforeseen damage to public machinery, equipment or other property; and
WHEREAS, an unforeseen power outage caused such extensive damage to the City Hall
public parking garage elevator that it requires replacement; and
WHEREAS, the City has the obligation to protect the health, safety and welfare of its
residents by promptly procuring a new elevator for the City Hall parking garage to ensure that
the parking garage is ADA accessible to residents; and
WHEREAS, the procurement for the removal of the existing damaged elevator and
installation of a new elevator is, therefore, exempt from competitive bidding requirements
pursuant to Sections 252.022(a)(2) and 252.022(3) of the Local Government Code; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
0044581 1/ss2
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T,,-2o20- 15132.
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City agrees to buy specified goods and services and Services Provider is obligated to
sell and provide same. The Agreement includes Service's Provider Proposal dated May 7, 2020,
attached as Exhibit "A," and incorporated herein for all purposes.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and services mean the specified services, supplies, materials,
commodities, or equipment.
F. Services Provider means Central Texas Elevator, LLC, its successor or assigns.
2.01 EFFECTIVE DATE, TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. This Agreement shall terminate upon completion of the services as described
herein and in Exhibit "A."
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
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inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
pages one (1) through eight (8) of this Agreement.
4.01 SCOPE OF WORK
Services Provider shall satisfactorily provide all goods and complete all services
described in Service Provider's Proposal, Exhibit "A," attached hereto and incorporated herein.
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Services Provider shall satisfactorily provide all deliverables and services described in
Exhibit "A" within the contract term specified. A change in the Scope of Services must be
negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental
Agreement as described herein.
5.01 COSTS
In consideration for the deliverables and services related to the deliverables, the City
agrees to pay Services Provider One Hundred Nineteen Thousand Eight Hundred Sixty-Two
and No/100 Dollars ($119,862.00) as set forth in Section 6.01 below.
6.01 PAYMENTS
City shall make payments to Services Provider as follows:
A. City shall pay fifteen percent (15%) of the total costs set forth in Section 5.01
above upon execution of this Agreement.
B. Progress payment requests shall be submitted to the City no later than the twenty-
fifth (25th) day of the month.
C. Final payment to Services Provider, consisting of the remaining unpaid balance of
the costs set forth in Section 5.01 above, shall be made upon successful
completion of the project as set forth herein and in Exhibit "A."
7.01 INSURANCE
Services Provider shall meet all insurance requirements set forth on the City's website at:
https://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07 20112 pdf
8.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
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9.01 CITY'S REPRESENTATIVES
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
Chad McDowell
Director of General Services
212 Commerce Cove
Round Rock, Texas 78665
512-341-3191
cmc dowel l(a,roundro cktexas.gov
10.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perforin hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
11.01 DEFAULT
If Services Provider abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods elsewhere, Services Provider agrees that it may be charged the
difference in cost, if any, and that it may not be considered in future bids for the same type of
work unless the scope of work is significantly changed.
Services Provider shall be declared in default of this Agreement if it does any of the
following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
12.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Services
Provider.
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B. In the event of any default by Services Provider, City has the right to terminate
this Agreement for cause, upon ten (10) days' written notice to Services Provider.
C. Services Provider has the right to terminate this Agreement only for cause, that
being in the event of a material and substantial breach by City, or by mutual agreement to
terminate evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Services Provider,
Services Provider shall discontinue all services in connection with the performance of this
Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such
orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice
of termination, Services Provider shall submit a statement showing in detail the goods and/or
services satisfactorily performed under this Agreement to the date of termination. City shall then
pay Services Provider that portion of the charges, if undisputed. The parties agree that Services
Provider is not entitled to compensation for services it would have performed under the
remaining term of the Agreement except as provided herein.
13.01 INDEMNIFICATION
Services Provider shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials harmless from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any
and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of
Services Provider, or Services Provider's agents, employees or subcontractors, in the
performance of Services Provider's obligations under this Agreement, no matter how, or to
whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or
Services Provider (including, but not limited to the right to seek contribution) against any third
party who may be liable for an indemnified claim.
14.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Services Provider, its agents, employees and subcontractors shall use best efforts
to comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contact contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the terms of this contract. The signatory executing this Agreement on behalf of
Services Provider verifies Services Provider does not boycott Israel and will not boycott Israel
during the term of this Agreement.
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15.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
16.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Services Provider:
Central Texas Elevator, LLC
123 Bob's Trail
Bastrop, Texas 78602
Notice to City:
Laurie Hadley, City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Services Provider.
17.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
18.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Services Provider and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing, duly authorized by action of the City Manager or City
Council.
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19.01 DISPUTE RESOLUTION
City and Services Provider hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
20.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be detennined void.
21.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider represents that it employs trained, experienced and
competent persons to perfonn all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider shall be fully responsible for its delays or for failures to use best efforts in
accordance with the terms of this Agreement. Where damage is caused to City due to Services
Provider's failure to perform in these circumstances, City may pursue any remedy available
without waiver of any of City's additional legal rights or remedies.
Force Majeure. Neither City nor Services Provider shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of Round Rock, Texas Central Texas Elevator, L -C
By: B .
Printed Name: Print Zelloy7alj
Title: M�1 U 0 Title: Ate/ff T
Date Signed: Date Signed:
Attest:
By: 2w� 'JA
Sara L. White, City Clerk
For City, p oved as to Fo m:
By: - i -
Stephan L Sheets, City Attorney
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Exhibit "A"
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Central Texas Elevator, LLC
PO Box 2155
Bastrop,Texas 78602
Phone:512-897-6056
Date: 701 Day of May,2020
Attn: Corey Amidon
City of Round Rock
212 Commerce Blvd
Round Rock,Texas 78664
512-516-4953
Location: Parking Garage
221 East Main Street
Round Rock,Texas 78664
Equipment:
Quantity Manufacturer Description Capacity LB Speed FPM
1 Dover DMC Hydraulic Passenger 2100 100
Central Texas Elevator,LLC("CTE,"we,"us")PO Box 2155,Bastrop,Texas 78602,and City of Round Rock,212
Commerce Blvd,Round Rock,Texas 78664.("Customer","you")agree as follows:
CTE will:
• Obtain permits from Texas Department of Licensing and Regulation(TDLR)
• Remove existing pump unit,travel cable,hoistway harness,controller,car top inspection station
• Remove existing door operator,car door header,track,door hangars,door clutch,senor edge
• Remove existing main car station,direction indicators,push button stations,emergency light,ada telephone
• Install new hydraulic submersible pump unit,travel cable,hoistway harness,GAL door operator,car door
header,track,door hangars,car door clutch,sensor edge,interlocks,pickup rollers
• Install new fixtures;main car station with vandal resistant pushbuttons;car position indicator;emergency
light; ADA telephone;fire service phase 2 cabinet; car direction indicator with audible signals for direction of
next travel;surface mount hall push button stations with vandal resistant buttons;fire service phase 1 at
main landing; phone line monitoring at main landing; hoistway access at terminal landings
• Fixture cover plates will have stainless steel#4 finish
• Install New Smartrise Controller with new selector and car top inspection station
• Install New cab with Vandal resistant wall panels;Vandal resistant car door;front return;transom;and
strike panel;stainless steel#4 ceiling with recessed LED lighting;one handrail on the rear wall stainless
steel#4;aluminum sill
• Install sump pump into elevator pit
• Perform inspection per state requirement with weights per TDLR
• Return car to service
To the elevator at Round Rock City Hall for the sum of.
$119,862.00
Payment Terms are 50%due upon delivery of parts and material($59,931.00)
50%due upon completion of project($59,931.00)
All quoted prices include freight
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Exhibit "A"
Our proposal is based on the following clarifications.
Contract terms between Central Texas Elevator LLC and Purchaser shall be based on this Proposal and a mutually
agreed upon contract to perform the work
Clarifications:
1. All new elevator equipment provided shall meet applicable ASME A17.1-2007 code requirements. Any
provisions of codes applicable to out-of-scope items shall be the Purchaser's responsibility. Cost of any future
code changes adopted prior to permitting and completion are excluded.
2. Proposal includes a Twelve(12)month Warranty on the equipment provided and installation only.
3. Proposal excludes any extra demobilizations and re mobilizations. If we must demobilize from the jobsite for
any reason outside our control,we shall be compensated at our regular billing rates.
4. Proposal pricing is based on the scope of work as defined herein. Any additional work required will be
performed only upon Purchaser's approval of a mutually agreeable change proposal. Any other deficiencies
revealed in the progress of the work will be promptly reported to purchaser with recommendations and cost
for corrective action.
5. Abatement of asbestos or other hazardous materials is excluded and if required by this project,shall be
provided by others. Costs of any abatement plans,procedures,disposal,documentary air monitoring,filing of
notices,or other asbestos-related work shall be the responsibility of the Owner or Purchaser.
6. Purchaser shall provide any security,escort or other building service support personnel required during
demolition,installation,testing,and inspections.
7. Project schedule are to be mutually agreeable between Central Texas Elevator LLC and your firm.
8. Customer agrees to allow Central Texas Elevator,LLC to video the project while on the jobsite.
9. It is assumed that we may work between the hours of 6:00 AM and 5:30 PM,Monday-Friday. No overtime or
premium time work has been included within our base bid. The standard wage rate is assumed.
10. Indemnification. To the fullest extent permitted by law, CTE agrees to indemnify,hold harmless,protect and
defend Customer,its agents,representatives,officers,directors,employees,affiliates,managers,and property
owners(collectively,the"Customer Indemnified Parties")from and against any and all liabilities,claims,
demands,causes of action,administrative or regulatory proceedings,liens, settlements,judgments and
expenses,including,but not limited to,reasonable attorney's fees,court costs,and investigative costs,directly
or indirectly resulting from bodily injury,personal injury,or death,or property damage,sustained or alleged
to have been sustained by any business,organization or person,including employees of CTE and any
subcontractors,arising out of or in connection with the performance of the work in this agreement by CTE,its
agents,servants,employees,or independent contractors retained or hired by CTE. This indemnification also
includes costs,losses or damages resulting from or alleged to result from either active or passive negligence of
any Customer Indemnified Parties concurrent with that of CTE or others,but,except with respect to bodily
injury claims brought against Customer Indemnified Parties by families of employees of contractors or
employees of CTE,where employees are prevented by Workers'Compensation statutes from alleging CTE
negligence,shall not apply to instances of the actual sole negligence of any Customer Indemnified Party nor
shall it apply in any instance to loss attributable to the in-fact willful misconduct on the part of any Customer
Indemnified Party. Each Customer Indemnified Party shall have the right to participate in the defense of
any claim against it that is covered by GTE's obligations hereunder,including the right to retain its own legal
counsel of its choice.
11. Insurance. CTE agrees to maintain in full force and effect,continuously during the term of this agreement
and thereafter(as set forth herein),in form and content and with insurers approved by Customer,and at
CTE's sole cost and expense,the following policies of insurance:
Workers'Compensation. Workers'Compensation Insurance in compliance with the laws of the State of
Texas,including Employer's Liability Insurance in an amount not less than
$1,000,000/$1,000,000/$1,000,000. In Texas,all contractors and subcontractors shall be participants in a
workers'compensation program, and shall not have"opted out."
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Exhibit "A"
Commercial General Liability. Commercial General Liability insurance with defense costs in addition to
limits,insuring Bodily Injury and Property Damage,including Products and Completed Operations coverage,
Contractual Liability Coverage,Independent Contractors'coverage,Personal Injury and Advertising Injury
coverage without exclusion for explosion,collapse or underground hazards,in an amount not less than
$1,000,000 per occurrence limit, $1,000,000 personal and advertising injury limit, $4,000,000 products-
completed operations aggregate limit and$4,000,000 general aggregate limit,with a per location or per
project endorsement specifying the property,on which policy the Customer Indemnified Parties shall be
named as additional insureds by(i)ISO form CG 20 10 1185 or(ii)both ISO forms CG 20 10 07 04 and CG
20 37 07 04,or equivalents acceptable to Customer,including,but not limited to,for liabilities arising from
both CTE's ongoing operations and completed operations,for as long as the additional insureds may be
exposed to liability arising from CIE's work. Such policy shall be the primary coverage for all liabilities of
whatever type and nature and shall not seek contribution from any insurance maintained by or available to
the additional insureds.
Automobile. Automobile Liability Insurance on all owned,non-owned,hired and/or leased automobiles used
in connection with the performance of the work in amounts not less than$1,000,000.00 Combined Single Unit
for bodily injury and property damage. If CTE transports any Hazardous Materials,the automobile liability
insurance policy shall include ISO endorsement form MCS-90,or equivalent endorsement acceptable to
Customer,providing coverage for pollution claims.
Professional Liability. If CIE's work includes professional services,including but not limited to design or
engineering services,by professionals on staff or under consulting agreements, CTE shall obtain and
maintain,and shall require its independent consultants to obtain and maintain,Professional Liability
insurance in limits not less than$1,000,000 per claim and$1,000,000 annual aggregate,covering the
professional services performed in connection with the work. This coverage form may be"claims made"and
include defense expense within the limit of liability. If the policy is written on a claims-made basis, CTE
warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this
agreement and CTE's work in,at or about the property;and that continuous coverage will be maintained,or
an extended reporting period shall be included,for a period of 10 years beginning from the time that work
under the agreement is completed.
ACCEPTANCE:This proposal becomes a valid agreement when executed by the Customer and Central Texas
Elevator,LLC.This agreement and its parties are subject to the laws of the state of Texas.This proposal is valid for
sixty(60)days and is subject to escalation thereafter.
By:
Date
(Print Name)
By:
Central Texas Elevator,LLC Date
r 4 e'wh gqj,s (Print Name)
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CERTIFICATE OF INTERESTED PARTIES FORM 3.295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2020-616785
Central Texas Elevator,LLC
Bastrop,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/07/2020
being filed.
City of Round Rock Date Acknowledged-
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
000000
Elevator modification City Parking Garage
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Leighton,Beverly Bastrop,TX United States X
i
r
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION ?'
01
My address is q3 �;J)ao Or-
-- �
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct,
Executed in if` .vhi c County, State of on the_7-
day of 20 .
{mo th) (year)
Signature of authorizednt of contracting business entity
IOVE
L .171avant)
Forms provided by Texas Ethics Commission www,ethics.state.tx.us OV Version V1.1.3a6aaf7d
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2020-616785
Central Texas Elevator, LLC
Bastrop,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/07/2020
being filed.
City of Round Rock Date Acknowledged:
05/08/2020
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
000000
Elevator modification City Parking Garage
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Leighton, Beverly Bastrop,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d