Loading...
Contract - TK Elevator Corp - 4/27/2023 CITY OF ROUND ROCK AGREEMENT FOR ELEVATOR REMODEL SERVICES WITH TK ELEVATOR CORPORATION THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS Agreement for elevator remodel services, and related goods and services (referred to herein,as the "Agreement"), is made and entered into on this the �4 day of the month of , 2023, by and between the CITY OF ROUND ROCK, TEXAS, a home-rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City") and TK ELEVATOR CORPORATION, whose mailing address is 3100 Interstate N Circle SE, Atlanta, Georgia 30339 (referred to herein as the "Vendor"). RECITALS: WHEREAS, City desires to enter into an agreement for elevator remodel services, and related goods and services; and WHEREAS, City is a member of OMNIA Partners Cooperative and Vendor is an approved OMNIA Partners vendor; and WHEREAS, the City desires to purchase certain services from Vendor through OMNIA Partners Cooperative Contract No. R200502 to receive pricing and services as set forth herein; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights,duties,and obligations; NOW, THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 4853-6546-56921ss2 R-2023 - if 3 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City agrees to buy or rent specified goods and/or services and Vendor is obligated to provide said goods/services. The Agreement includes any exhibits,addenda,and/or amendments thereto. 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 government, labor troubles, strikes, lockouts, fire explosion, theft, floods, riot, civil commotion, war, malicious mischief, acts of God, sickness, disease, or any cause beyond the Parties control. E. Goods and services mean the specified services, supplies, materials, commodities, or equipment. 2.01 EFFECTIVE DATE AND TERM A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect, unless and until it expires by operation of the term stated herein, or until terminated as provided herein. B. The term of this Agreement shall be from the effective date of the Agreement through September 30, 2023. 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 City selected Vendor to supply the goods and services as. outlined in the Price Sheet, attached as Exhibit"A,"and incorporated herein by reference for all purposes. The goods and services which are the subject of this Agreement are described in Exhibit "A"and, together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 4.01 ITEMS AWARDED A. When taken together with the appended exhibit,this Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. Vendor shall satisfactorily provide all goods and services described under the attached Exhibit "A." Vendor shall provide said goods and services in accordance with this Agreement, in accordance with the appended exhibits, in accordance with due care, and in accordance with prevailing industry standards for comparable services. 2 B. Schedules, commencement dates, completion dates, and any changes thereto shall be agreed upon in writing by both parties before becoming effective. Changes or modifications (including prices and schedule adjustments) shall be agreed upon through a fully executed Supplemental Agreement, prior to the commencement of work covered by the changes or modifications. If schedule modifications, not solely caused by Vendor, shall result in overtime work,the City agrees to pay in accordance with Vendor's standard charges for premium time. 5.01 COSTS A. City agrees to pay for goods during the term of this Agreement at the pricing set forth in Exhibit"A"and in the manner set forth in Exhibit"A." B. The City shall is authorized to pay the Vendor an amount not-to-exceed One Hundred Nineteen Thousand Four Hundred Sixteen and 73/100 Dollars ($119,416.73) for the term of this Agreement. 6.01 INVOICES All invoices shall include, at a minimum,the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received or services provided; and D. Delivery or performance dates. 7.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may affect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. 8.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas 3 Government Code, Section 2251.025(b); however, this Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and Vendor, a contractor, a subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds;or C. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or D. Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 9.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 10.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 11.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products or services from another supplier or suppliers. 12.01 INSURANCE Vendor shall meet all requirements required by the City as set forth at: https://www.roundrocktexas.gov/wp-content/upIoads/2014/12/corr insurance 07.20112 pdf excepting and amending as follows: 1) Vendor's deductibles/SIR shall not be disclosed or subject to approval unless required by law; 2) completed operations insurance shall be maintained for one (1) year after acceptance of any of Vendor's work by the City; 3) City's requested parties shall be added to Vendor's general liability insurance policy as an additional insured, to be evidenced by Vendor's manuscript additional insured endorsement in lieu of those specified, and subject to the limitations as hereafter set forth. Such additional insured coverage 4 shall only apply to the extent any damages covered by the policy are determined to be caused by Vendor's acts, actions, omissions or neglects, and shall not apply to the extent caused by the additional insured's own acts, actions, omissions, or neglects, or for bare allegations. Any waiver of subrogation shall be limited to the extent any claim is caused by Vendor. Copies of insurance policies shall only be provided in the event of a claim. Any revisions to insurance requirements must be requested and agreed to in writing by both parties. There is no additional insured coverage or endorsement for worker's compensation coverage and there is no primary and non-contributory endorsement for worker's compensation coverage. 13.01 CITY'S REPRESENTATIVE City hereby designates the following representatives authorized to act in its behalf with regard to this Agreement: Gina Cordeiro Superintendent—Building Construction 212 Commerce Boulevard Round Rock,Texas 78664 (512)218-5473 gcordeiro@roundrocktexas.gov 14.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other parry's intent to perform 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. 15.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re-advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to make any payment in full when due; B. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; 5 C. 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. 16.01 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 Vendor. In the event City terminates for convenience, City agrees to pay Vendor the proportional contract value of work performed including contract value of materials in process of fabrication, in transit, stored at jobsite, or in Vendor's possession. City agrees to limit possession to work and materials previously paid for by City to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten(10)days' written notice to Vendor. C. Vendor 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 Vendor, Vendor 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, Vendor 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 Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 17.01 INDEMNIFICATION AND LIMITS OF LIABILITY A. Vendor 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, property damage and/or bodily injury claims, resulting from Vendor's own acts, omissions or negligence in the performance of this Agreement, and shall in no way include the acts, omissions or negligence of a party indemnified hereunder, or for bare allegations. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. B. Vendor shall not be liable for any loss, damage or delay caused by acts of force majeure as defined in Section 1.01(D), and in no event shall Vendor be liable for consequential 6 damages. Vendor shall automatically receive a time extension to provide its products or services commensurate with any delay regarding the aforementioned. C. In no event, shall Vendor or City be responsible for consequential, indirect, incidental, exemplary, special,punitive, or liquidated damages. 18.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES A. Vendor, 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 2271, Texas Government Code,a governmental entity may not enter into a contract with a company for goods and services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the term of this Agreement. C. In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. D. In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the tern of this Agreement. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy companies during the term of this Agreement. 19.01 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. Vendor reserves the right to assign payments owed to Vendor under this Agreement. 7 20.01 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 Vendor: TK Elevator Corporation P.O. Box 933004 Atlanta, GA 31193 Notice to City: City Manager Stephanie L. Sandre, 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 Vendor. 21.01 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. 22.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor 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. 23.01 DISPUTE RESOLUTION City and Vendor 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. The parties reserve the right to 8 litigate any claim or dispute arising out of or relating to this Agreement and the prevailing party shall be reimbursed for all costs and reasonable attorneys' fees. 24.01 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 determined void. 25.01 CITY OBLIGATIONS A. City shall furnish OSHA-approved hoistway netting, removable barricades, and kickboards. Vendor shall only maintain and replace those barricades, kickboards and hoistway netting, which Vendor removed in furtherance of Vendor's work. B. City shall supply Vendor with a suitable onsite storage, approximately 20' x 20' (per hydraulic elevator and 20' x 40' per traction elevator), adjacent to the hoistway at the bottom landing. A charge of$1,200.00 will be assessed to City for any additional handling or re- transportation of the equipment required pursuant to this Agreement. Further, in the event City is unable to take possession of the equipment pursuant to this Agreement, Vendor shall assess City a charge of$1,500.00 per unit, per month for offsite storage. 26.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform 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. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor 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 Vendor'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 Vendor 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 9 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. IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of and ock,Texas TK Elevator Corporation By: YO By: > Printed Nay e: (' (y� Printed ame: Title: Title: Co+1�Gct14s� Date Signed: Date Signed: Or;17 a0ai Attest: • By: eagan Spi , City Oerk For City,Approved as to Form: By: Step ie L. Sandre, City Attorney 10 OMNIA R200502 Exhibit "A" Modernization Proposal RR City Hall February 03,2023 Purchaser: City Of Round Rock Location: RR City Hall Address: 221 E Main St Address: 221 E MAIN ST Round Rock,TX 78664-5271 ROUND ROCK,TX 78664- 5271 TK Elevator Corporation (hereinafter 7K Elevator")is dedicated to delivering City Of Round Rock(hereinafter "Purchaser")the safest,highest quality vertical transportation solutions. I am pleased to present this customized Proposal(the"Proposal") in the amount of$119,416.73 inclusive of all applicable sales and use taxes to modernize the elevator equipment described in the pages that follow at the above-referenced location. Our modernization package is engineered specifically for your elevator system and will include the elevator mechanical and electrical components being replaced, refurbished or retained. Benefits of Modernization include: • Increased durability and reliability • Improved fire and life safety features • Decreased waiting times • Reduced energy consumption • Reduced operational cost • Reduced troubleshooting time This Proposal shall remain in effect for the next thirty(30)days unless it is revoked earlier by TK Elevator in writing. The price above is subject to escalation- even after Purchaser's acceptance of this Proposal - under certain circumstances including TK Elevator being subjected to increased charges by its suppliers for any of the applicable materials and/or components due to supply chain issues;the imposition of new or increased taxes,tariffs,or other charges imposed by applicable governmental authorities;TK Elevator being subjected to increased charges from its shippers and/or freight forwarders;any material called for in this Proposal being released into production more than 6 months following the written acceptance of this Proposal;or any work described in this Proposal is not completed by December 31,2023. In the event you have any questions regarding the content of this Proposal, please do not hesitate to contact me.We appreciate your consideration. Sincerely, Mason Rupp Account Manager mason.rupp@tkelevator.com +1 512 6333439 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 1 Exhibit "A" Modernization Proposal SCOPE OF WORK Grouping Name:1 Equipment Type: Hydraulic Speed:100 fpm 3 Stops (3 Front/0 Rear) Capacity:2500 lbs. Units Included Building Address Nickname TKE Serial# RR City Hall 1 US91058 Description of Work Controller - Tenant Security 3-1 (Card Reader with override switch) - TAC 32 Controller(Includes Options listed below) • 24 VDC Signal Voltage • Auto Light and Fan Feature • Car Independent Service • Car Traveling Lantern Circuitry • Door Bypass Operation • Electronic Door Detector Interface • Hoistway Access and Enable • THY Board - eMax Monitoring Device Provisions - Battery Lowering in Controller - Solid State Starters(6 or 12 leads)460/575 VAC - Viscosity Control(Required over 150 FPM) - Security Integration with building systems Power Unit - EP-60 Power Unit(Submersible) - Viscosity Control(Required over 150 FPM) - 5 gallon drum of Biodegradable oil (Citgo NZ) - 2"Shutoff Valve Kit(Pump) Jack - Pipe Stands Car - 21"Toe guard - Fan:Two Speed 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 2 Exhibit "A" Modernization Proposal 'I Ka- Car Top Exit Switch - Cab Wiring Material(200MK1) Hoistway - HN Boxes(per each 2 cars,grouped) - Steel Tape with Mounting hardware,Selector and magnets(terminal limits included) - Stainless Steel Tape add for Tape Selector - TAC 32 Field Friendly Wiring Package Includes single traveling cable, hoistway wiring, interlock wiring, interlock connectors,and serial wiring. Pit - Pit Stop Switch Cab - Interior Door Equipment - Gibs - Interlock/ Pick up Assemblies for existing Dover Operators. Includes closers. Front - LD-16 Plus Drive Only(FRONT) • includes Car Top Inspection station(w/alarm signal) - Front Door Operator(SSSS)Additional Lead Time - Micro Light(Front) Car Fixtures Main Car Station Includes Options Below • Swing Return (Mini-Swing (Column type)for New/Existing Dover/tkE Cabs) Reuse Back Box Debranded Car Station (No Logo) - Vandal Resistant Floor Buttons Cast Braille Plates for Car Features Standard Key Switch Package • Fan • Light • Independent • Stop • Inspection/Hoistway Enable) - Emergency Light mounted in COP - 2004 and later Fire Service Phase II Features(includes instructions signage) - Handicap Signal(Passing signal) Position Indicator(2"CE Segmented) - ADA Phone System integral with COP(Rath) Speaker Pattern for Intercom System/ADA Phone 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 3 Exhibit "A" Modernization Proposal - - Locked Service Cabinet - Certificate Window - Default Engravings - GFI Outlet - #4 Stainless Steel Finish(441) - Emergency Light Test Button - Car Riding Lantern(Standard)#4 S/S(441) Hall Fixtures - Hoistway Access Switch(in Hall Station) - Fire Service Phase I Key Switch - Fire Service Phase I Engraved Instructions - Terminal Hall Stations(Surface Mounted)with • Appendix O(Polycarbonate insert flame with engraved verbiage) • Fusion(#4 S/S(304)) - 2009 Ft 2010 Elevator Communications Failure add - TAC Serial Boards, Base Charge - Terminal Hall Stations(Surface Mounted)with • Appendix O(Polycarbonate insert flame with engraved verbiage) • Fusion(#4 S/S(304)) - Intermediate Hall Stations(Surface Mounted)with • Appendix O(Polycarbonate insert flame with engraved verbiage) • Fusion(#4 S/S(304)) 1. Key Tasks and Approximate Lead Times Key Tasks to be performed to be performed by Purchaser prior to equipment fabrication: a. Execution of this Proposal b. Payment for pre-production and engineering c.Approval of layout(if applicable) d. Execution of TK Elevator's Material Release Form Approximate Durations/Lead Times Contract execution Varies (can run concurrently with layout drawing package preparation and approval) Survey and Order of Materials(additional time required for cab,signal,entrance preparation and approval,if 4- 6 Weeks applicable) Fabrication time 16 Weeks (from receipt of all approvals,fully executed contract,Material Release Form and initial progress payment) Modernization of elevator system (Per Unit): 4- 6 Weeks (Upon completion of all required preparatory work by others) 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 4 Exhibit "A" Modernization Proposal The durations or lead times listed above are strictly approximations that can vary due to factors both within and outside of TK Elevator's control,are subject to change without notice to Purchaser and shall not be binding on TK Elevator. 2.Payment Terms 50 of the price set forth in this Proposal as modified by options selected from the section entitled "Value Engineering Opportunities Et Alternates"(if applicable)will be due and payable as an initial progress payment within 30 days from TK Elevator's receipt of a fully executed copy of this Proposal.This initial progress payment will be applied to project management,permits, engineering and shop drawings,submittals,drilling mobilization(if required) and raw material procurement. Material will be ordered once this payment is received and the parties have both executed this Proposal and the Material Release Form. 25 of the price set forth in this Proposal as modified by options selected from the section entitled "Value Engineering Opportunities If Alternates"(if applicable)shall be due and payable when the material described above has been furnished. Material is considered furnished when it has been received at the jobsite or TK Elevator staging facility.Supporting documentation of materials stored shall be limited to stored materials certificates of insurance and bills of lading. Receipt of this payment is required prior to mobilization of labor. 25 of the price set forth in this Proposal shall be made as progress payments throughout the life of the project. In the event TK Elevator fails to receive payment within thirty(30)days of the date of a corresponding invoice, TK Elevator reserves the right to demobilize until such a time that the payments have been brought up to date, and TK Elevator has the available manpower. It is agreed that there will be no withholding of retainage from any billing and by the customer from any payment. The payment terms breakdown above shall be considered the Schedule of Values for the project as written. Billing shall be submitted on or before the 25th day of the month according to the payment schedule above and accompanied by a form of G702-703 pay application/schedule of values and a conditional waiver,the format of which is hereby acknowledged and accepted. The use of online Portals for the submission of billing shall follow the terms of the Proposal and Customer agrees to permit billing in accordance with the executed contract terms. Portal access and usage is to be provided free of additional charge to TK Elevator and any additional cost for such use is to be reimbursed to TK Elevator via a reimbursable change order immediately upon acceptance. Purchaser agrees that TK Elevator shall have no obligation to complete any steps necessary to provide Purchaser with full use and operation of the installed equipment until such time as TK Elevator has been paid 100 both of the price reflected in this Proposal and for any other work performed by TK Elevator or its subcontractors in furtherance of this Proposal. Purchaser agrees to waive any and all claims to the turnover and/or use of that equipment until such time as those amounts are paid in full. Proposal price: $119,416.73 Initial progress payment: (50 ) $59,708.37 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 5 Exhibit "A" Modernization Proposal Material furnished: (25 ) $29,854.18 Total of remaining progress (25 ) $29,854.18 payments: Any work that Purchaser may require prior to turnover of the equipment that is outside of the scope described in this Proposal -other than Temporary Use as described below-will be performed only after the full execution of a mutually agreeable change order and only at the following rates: Mechanic(Standard) per hour $259.54 Mechanic(OT)per hour $463.02 Team(Standard) per hour $467.17 Team (OT)per hour $833.44 Rates are not inclusive of any per diem, mileage or other expenses which may be dependent on jobsite location. 3.Warranty TK Elevator warrants any equipment it installs as described in this Proposal against defects in material and workmanship for a period of one(1)year from the date of Purchaser's execution of TK Elevator's "Final Acceptance Form"on the express conditions that all payments made under this Proposal and any mutually agreed-to change orders have been made in full and that such equipment is currently being serviced by TK Elevator. In the event that TK Elevator's work is delayed for a period greater than six(6)months,the warranty shall be reduced by the amount of the delay.This warranty is in lieu of any other warranty or liability for defects.TK Elevator makes no warranty of merchantability and no warranties which extend beyond the description in this Proposal, nor are there any other warranties,expressed or implied,by operation of law or otherwise. Like any piece of fine machinery,the equipment described in this Proposal should be periodically inspected,lubricated, and adjusted by competent personnel.This warranty is not intended to supplant normal maintenance service and shall not be construed to mean that TK Elevator will provide free service for periodic examination, lubrication, or adjustment, nor will TK Elevator correct, without a charge, breakage, maladjustments,or other trouble arising from normal wear and tear or abuse, misuse, improper or inadequate maintenance,or any other causes other than defective material or workmanship. In order to make a warranty claim, Purchaser must give TK Elevator prompt written notice at the address listed on the cover page of this Proposal and provided all payments due under the terms of this Proposal and any mutually agreed to written change orders have been made in full,TK Elevator shall,at its own expense,correct any proven defect by repair or replacement.TK Elevator will not, under any circumstances,reimburse Purchaser for cost of work done by others, nor shall TK Elevator be responsible for the performance of any equipment that has been the subject of service, repair, replacement, revisions or alterations by others. If there is more than one(1) unit which is the subject of work described in this Proposal,this section shall apply separately to each unit as accepted. 4. Preventative Maintenance Program 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 6 Exhibit "A" ModernizationProposal 'I k',cThis Proposal does not include any maintenance,service, repair or replacement of the equipment or any other work not expressly described herein.TK Elevator will submit a separate proposal to Purchaser covering the maintenance and repair of this equipment to be supplied to Purchaser at an additional cost. 5.Work Not Included There are certain items that are not included in this Proposal, many of which must be completed by Purchaser prior to and as a condition precedent to TK Elevator's performance of its work as described in this Proposal. In order to ensure a successful completion of this project, it shall be solely Purchaser's responsibility to coordinate its own completion of those items with TK Elevator.The following is a list of those items that are not included in this Proposal: A.Hoistways and Equipment Rooms 1. Purchaser shall provide the following: a.A dry legal hoistway,properly framed and enclosed,and including a pit of proper depth and overhead.This is to include steel safety beam, inspection or access platforms,access doors, sump pump, lights,waterproofing and venting as required;dewatering of pit(s)and required permanent screening/ b.A legal machine/control room, adequate for the elevator equipment, including floors,trap doors,gratings, access platforms, ladders, railings,foundations, lighting,ventilation sized per the TK Elevator shop drawings. Purchaser must maintain machine/control room temperature between 55 and 90 degrees Fahrenheit,with relative humidity less than 95 non-condensing at all times. c.Adequate bracing of entrance frames to prevent distortion during wall construction. d.All grouting,fire caulking,cutting,x-ray and removal of walls and floors, patching, coring, setting of sleeves/knockouts, penetrations and painting (except as specified)and removal of obstructions required for elevator work;along with all proper trenching and backfilling for any underground piping and/or conduit. e.All labor and materials necessary to support the full width of the hoistway at each landing for anchoring or welding TK Elevator sill supports, steel angles,sill recesses; f.The furnishing, installing and maintaining of the required fire rating of elevator hoistway walls, including the penetration of firewall by elevator fixture boxes; g. Ensuring that the elevator hoistways and pits are dewatered, cleaned and properly waterproofed; B.Electrical and Life Safety: 1. Purchaser shall provide a dedicated,analog telephone or data line to the elevator telephone or communication device; one additional data line per group of elevators for diagnostic capability wired to designated controller; 2. Purchaser shall provide the following: a.suitable connections from the power main to each controller and signal equipment feeders as required, including necessary circuit breakers and fused mainline disconnect switches per N.E.C. prior to installation. Suitable power supply capable of operating the new elevator equipment under all conditions; b. piping and wiring to controller for mainline power, car lighting,and any other building systems that interface with the elevator controls per N.E.C. Articles 620-22 and 620-51; c.any required hoistway/wellway,machine room, pit lighting and/or 110v service outlets; d.conduit and wiring for remote panels to the elevator machine room(s)and between panels. Remote panels required by local jurisdictions are not included in this proposal; e.a bonded ground wire, properly sized,from the elevator controller(s)to the primary building ground;and all remote wiring to the outside alarm bell as requested by all applicable code provisions; 2022-2-1240220 1 AC1A-1Y5FS6X I February 03,2023 7 Exhibit "A" Modernization Proposal f. installed sprinklers,smoke/heat detectors on each floor, machine room and hoistways/wellways,shunt trip devices(not self-resetting)and access panels as may be required as well as normally open dry contacts for smoke/heat sensors,which shall be terminated by Purchaser at a properly marked terminal in the elevator controller; g.a means to automatically disconnect the main line and the emergency power supply to the elevator prior to the application of water in the elevator machine room that shall not be self-resetting; h.emergency power supply including automatic time delay transfer switch and auxiliary contacts with wiring to the designated elevator controller and along with electrical cross connections between elevator machine rooms for emergency power purposes; i.the following emergency power provisions are not included: interface in controller, pre-testing and testing, emergency power keyswitches; j.emergency power operation is included as part of the design of the elevator control system and based on each car in the group only,to properly sequence,one at a time to the programmed landing, and park. The design requires that the generator,transfer switch,and related circuitry are sufficient to run this function or any other function for any building other system that is associated with this project. In the event that the generator, transfer switch,and related circuitry are not sufficient,TK Elevator will provide Purchaser with a written change order for Purchaser's execution. k.a dry set of contacts which close 20 seconds prior to the transfer from normal power to emergency power or from emergency power to normal power whether in test mode or normal operating conditions in the event that an emergency power supply will be provided for the elevator; I.confirmation that the emergency standby power generator and/or building can accept the power generated to and from the elevator during both Hi-Speed and Deceleration. In cases where the generator and/or building load is not electrically sized to handle the power return from the regen drive,additional separate chopper and resistor units are available for purchase but not included in this proposal.The additional chopper and resistor units allow regenerated power to be dissipated in the resistor bank and not sent back into the building grid. C.Miscellaneous: 1. Purchaser shall provide all work relating to the finished cab flooring including, but not limited to,the provision of materials and its installation to comply with all applicable codes; 2.Hydraulic jack replacement: a.the excavation of the elevator cylinder well hole in the event drilling is necessary through soil that is not free from rock,sand,water, building construction members and obstructions.Should obstructions be encountered, TK Elevator will proceed only after written authorization has been received from the Purchaser.The contract price shall be increased by the amount of additional labor at TK Elevator's standard labor rates as per the local office along with any additional expenses and materials required; b. adequate ingress and egress, including ramping,for rail-mounted or truck-mounted drill rig; c. Purchaser is responsible for pumping truck contractor to remove and dispose of spoils from the site. In the event that unforeseen and unfavorable below ground conditions are encountered, including but not limited to concrete around the cylinder,construction debris,adverse water and/or soil conditions, erosion,cavitations,oil contamination,or circumstances necessitating increased hole depth,etc.,which require the employment of specialized contractors,TK Elevator shall immediately advise the Purchaser and costs will be extra to the contract; d.in ground protection systems other than TK Elevator's standard HDPE or PVC protection system with bottomless corrugated steel casing; e.any required trenching and backfilling for underground piping or casings,and conduit as well as any compaction,grouting,and waterproofing of block-out; 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 8 Exhibit "A" ModernizationProposal I -IQf.engineering, provision and installation of methane barriers or coordination/access; g.access to 2" pressurized water supply within 100'-0"of the jack hole location; h.a safe,accessible storage area for placement of D.O.T.55 gallon containers for the purpose of spoils containment;obtaining of local environmental or disposal permits i.any spoils or water testing; 6.Working Hours,Logistics and Mobilization a.All work described in this Proposal shall be performed during TK Elevator's regular working days-defined as Monday thru Friday and excluding IUEC recognized holidays- and regular working hours -defined as those hours regularly worked by TK Elevator modernization mechanics at the TK Elevator branch office that will provide labor associated with the performance of the work described in this Proposal - unless otherwise specified and agreed to in writing by both TK Elevator and Purchaser(hereinafter TK Elevator's regular working days and regular working hours shall be collectively defined as"normal working hours"). TK Elevator shall be provided with uninterrupted access to the elevator hoistway and machine room areas to perform work during normal working hours. b. Purchaser shall provide on-site parking to all TK Elevator personnel at no additional cost to TK Elevator. c. Purchaser shall provide traffic control, lane closures, permits and flagmen to allow suitable access/unload of tractor trailer(s). d. Purchaser agrees to provide unobstructed tractor-trailer access and roll-able access from the unloading area to the elevator or escalator hoistways or wellways (as applicable). e. Purchaser will be required to sign off on the Material Release Form,which will indicate the requested delivery date of equipment to the site. If Purchaser is not ready to accept delivery of the equipment within ten(10) business days of the agreed upon date, Purchaser will immediately make payments due for equipment and designate an area adjacent to the elevator shaft where Purchaser will accept delivery. If Purchaser fails to provide this location or a mutually agreeable alternative,TK Elevator is authorized to warehouse the equipment at the TK Elevator warehouse or designated distribution facility at Purchaser's risk and expense. Purchaser shall reimburse TK Elevator for all costs due to extra handling and warehousing.Storage beyond ten(10)business days will be assessed at a rate of$100.00 per calendar day for each unit listed in this Proposal,which covers storage and insurance of the elevator equipment and is payable prior to delivery. f. Purchaser agrees to provide a dry and secure area adjacent to the hoistway(s)at the ground level for storage of the elevator equipment and tools within ten (10)business days from receipt at the local TK Elevator warehouse. Any warranties provided by TK Elevator for vertical transportation equipment will become null and void if equipment is stored in any manner other than a dry,enclosed building structure.Any relocation of the equipment as directed by Purchaser after initial delivery will be at Purchaser's expense. g.TK Elevator includes one mobilization to the jobsite.A mobilization fee of$2,500.00 per crew per occurrence will be charged for pulling off the job or for any delays caused by others once material has been delivered and TK Elevator's work has commenced. h.Access for this project shall be free and clear of any obstructions.A forklift for unloading and staging material shall also be provided by Purchaser at no additional cost. i. Purchaser shall provide an on-site dumpster.TK Elevator will be responsible for cleanup of elevator/escalator packaging material;however,composite cleanup participation is not included in this Proposal. j.The hiring of a disposal company which MUST be discussed prior to any material being ordered or work being scheduled.TK Elevator will provide environmental services ONLY if this is specifically included under the"Scope of Work" section above.TK Elevator assumes no responsibility and/or liability in any way whatsoever for spoils or other contamination that may be present as a result of the cylinder breach and/or other conditions present on the work site. 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 9 Exhibit "A" Modernization Proposal k.One or more of the units described in this Proposal will be out of service and unavailable to move passengers and/or property during entire duration of the performance of the work described in this Proposal until re-certified by the applicable authority(ies)having jurisdiction and in good standing with payment schedules. 7.Temporary Use, Inspection and Turnover a. Unless required by specification,TK Elevator will not provide for"temporary use" of the elevator(s)described in this Proposal prior to completion and acceptance of the complete installation.Temporary use shall be agreed to via a change order to this Proposal which shall require Purchaser's execution of TK Elevator's standard Temporary Use Agreement.Cost for temporary use of an elevator shall be$200.00 per calendar day per hydraulic elevator and$250.00 per calendar day for each traction elevator for rental use only,excluding personnel to operate.All labor and parts, including callbacks required during the temporary use period will be billed at TK Elevator's standard local billing rates. In the event that an elevator must be provided for temporary use,TK Elevator will require 30 days to perform final adjustments and re-inspection after the elevator has been returned to TK Elevator with all protection, intercoms and temporary signage removed.This duration does not include any provisions for finish work or for repairs of same,which shall be addressed on a project-by-project basis.Cost for preparation of controls for temporary use, refurbishment due to normal wear and tear, readjustment and re-inspection is $3,500.00 per elevator up to 10 floors. For projects above 10 stops,an additional cost of$1,500.00/10 floors shall apply.These costs are based on work performed during normal working hours.Temporary use excludes vandalism or misuse.Any required signage,communication devices, elevator operators,and protection are not included while temporary use is being provided.All overtime premiums for repairs during the temporary use period will be billed at TK Elevator's local service billing rates. b.The Proposal price set forth above includes one(1) inspection per unit by the applicable authority having jurisdiction if required by the government of the locality where the equipment is located. In the event the equipment fails that inspection due to no fault of TK Elevator,TK Elevator will charge Purchaser for both the cost of each re-inspection which shall be$1,500.00 and a remobilization fee which shall be$2,500.00 via change order prior to scheduling a re-inspection. c. Upon notice from TK Elevator that the installation and/or modernization of the equipment is complete, Purchaser will arrange to have present at the jobsite a person authorized to make the final inspection and to execute TK Elevator's "Final Acceptance Form."The date and time that such person will be present at the site shall be mutually agreed upon but shall not be more than ten (10) business days after the date of TK Elevator's notice of completion to Purchaser unless both TK Elevator and Purchaser agree to an extension of that ten(10)day period in writing. Such final inspection and execution of TK Elevator's"Final Acceptance Form"shall not be unreasonably delayed or withheld. d.Should the Purchaser or the local authority having jurisdiction require TK Elevator's presence at the inspection of equipment installed by others in conjunction with the work described in this Proposal, Purchaser agrees to compensate TK Elevator for its time at TK Elevator's current billing rate as posted at its local office. e.At the conclusion of its work,TK Elevator will remove all equipment and unused or removed materials from the project site and leave its work area in a condition that, in TK Elevator's sole opinion, is neat and clean. f. Purchaser agrees to accept a live demonstration of equipment's owner-controlled features in lieu of any maintenance training required in the bid specifications. g.Purchaser agrees to accept TK Elevator's standard owner's manual in lieu of any maintenance,or any other, manual(s) required in the bid specifications. 8.MAX 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 10 Exhibit "A" Modernization Proposal 'FM MAX is a cloud based Internet of Things(IoT)platform that we, at our election, may connect to your elevators and escalators by means of installation of a remote-monitoring device or modem (each a "device"). MAX will analyze the unique signal output of your equipment 24/7 and when existing or potential outages are identified, MAX will automatically communicate with our dispatch centers. When appropriate,the dispatch center will alert our technicians during normal working hours.These MAX alerts provide the technician with precise diagnostics detail, which greatly enhances our ability to fix your equipment right the first time, MAXimizing the equipment uptime. a. Purchaser authorizes TK Elevator and its employees to access purchaser's premises to install, maintain and/or repair the devices and, upon termination of the service agreement,to remove the same from the premises if we elect to remove. b.TK Elevator is and shall remain the sole owner of the devices and the data communicated to us by the devices. The devices shall not become fixtures and are intended to reside where they are installed.TK Elevator may remove the devices and cease all data collection and analysis at any time. c.If the service agreement between TK Elevator and Purchaser is terminated for any reason,TK Elevator will automatically deactivate the data collection,terminate the device software and all raw data previously received from the device will be removed and/or expunged or destroyed. d. Purchaser consents to the installation of the devices in your elevators and to the collection, maintenance, use, expungement and destruction of the daily elevator data as set forth in this agreement. e.The devices installed by TK Elevator contain trade secrets belonging to us and are installed for the use and benefit of our personnel only. f. Purchaser agrees not to permit purchaser personnel or any third parties to use,access,tamper with, relocate, copy,disclose,alter, destroy, disassemble or reverse engineer the device while it is located on purchaser's premises. g.The installation of this equipment shall not confer any rights or operate as an assignment or license to you of any patents,copyrights or trade secrets with respect to the equipment and/or any software contained or imbedded therein or utilized in connection with the collection,monitoring and/or analysis of data. 9.Additional Terms and Conditions a. In no event shall TK Elevator be responsible for liquidated,consequential, indirect, incidental,exemplary,and special damages associated with the work described in this Proposal. b.This Proposal is made without regard to compliance with any special purchasing, manufacturing or construction/installation requirements including, but not limited to, any socio-economic programs,such as small business programs, minority or woman owned business enterprise programs, or local preferences,any restrictive sourcing programs, such as Buy American Act, or any other similar local,state or federal procurement regulations or laws that would affect the cost of performance.Should any such requirements be applicable to the work described in this Proposal,TK Elevator reserves the right to modify this Proposal or rescind it altogether. c.TK Elevator is an equal opportunity employer. d.TK Elevator's performance of the work described in this Proposal is contingent upon Purchaser furnishing TK Elevator with any and all necessary permission or priority required under the terms and conditions of government regulations affecting the acceptance of this Proposal or the manufacture,delivery or installation of the equipment.All applicable sales and use taxes, permit fees and licenses imposed upon TK Elevator as of the date of the Proposal are included in the price of the Proposal. Purchaser is responsible for any additional applicable sales and use taxes, permit fees and licenses imposed upon TK Elevator after the date of the Proposal or as a result of any law enacted after the date of the Proposal. 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 11 Exhibit "A" Modernization Proposal e.All taxes,tariffs,duties, permit and/or license fees imposed upon TK Elevator as of the date of the execution of this Proposal are included in the price of the Proposal. After the date of acceptance of this Proposal and in addition to the Proposal price, Purchaser is also responsible to pay TK Elevator for any new(or any increase in): (1)applicable taxes,tariffs,duties, permit and/or license fees;(2) charges from its suppliers for any of the applicable materials and/or components:(A)due to supply chain issues,the imposition of new or increased taxes,tariffs, or other charges by applicable governmental authorities;(B)if the release of materials called for in this Proposal occurs after the mileston mentioned earlier in this Proposal; and/or(C)if the completion of work called for in this Proposal occurs after the milestone mentioned earlier in this Proposal; and/or(3)charges from TK Elevator's shippers and/or freight forwarders. f. Purchaser agrees to provide TK Elevator's personnel with a safe place in which to work and TK Elevator reserves the right to discontinue work at the jobsite whenever, in TK Elevator's sole opinion,this provision is being violated. g.The pricing set forth in this Proposal assumes that the elevator pits will not be classified as a confined space. TK Elevator will follow its standard safety policy and procedures. Any job specific safety requirements over and above TK Elevator's standard practices and policies may require additional costs. h.TK Elevator will furnish and install all equipment in accordance with the terms,conditions,scope and equipment nomenclature as noted herein. Requested changes or modifications to such provisions will require a written change order issued on the Purchaser's letterhead and accepted by TK Elevator in writing prior to the execution of such work.This change order shall detail the current contract price,the amount of the change,and new contract value. i.This Proposal does not include a schedule for the work described and any such schedule shall be mutually agreed upon by an authorized representative of both TK Elevator and Purchaser in writing before becoming effective. j. In the event asbestos material is knowingly or unknowingly removed or disturbed in any manner at the jobsite, Purchaser shall monitor TK Elevator's work place and prior to and during TK Elevator's manning of the job, Purchaser shall certify that asbestos in the environment does not exceed .01 fibers per cc as tested by NIOSH 7400. In the event TK Elevator's employees or those of TK Elevator's subcontractors are exposed to an asbestos hazard, PCP's, lead or other hazardous substances, Purchaser agrees,to the fullest extent permitted by law,to indemnify,defend,and hold TK Elevator harmless from all damages,claims,suits,expenses,and payments resulting from such exposure. Identification, notification, removal and disposal of asbestos containing material, PCP's lead or other hazardous substances are the responsibility of the Purchaser. k.TK Elevator retains title to and a security interest in all equipment it supplies -which TK Elevator and Purchaser agree can be removed without material injury to the real property- until all payments including deferred payments and any extensions thereof,are made. In the event of any default by Purchaser on any payment,or any other provision of this Proposal,TK Elevator may take immediate possession of the equipment and enter upon the premises where it is located - without legal process - and remove such equipment or portions thereof, irrespective of the matter of its attachment to the real estate or the sale, mortgage or lease of the real estate. Pursuant to the Uniform Commercial Code,and at TK Elevator's request, Purchaser agrees to execute any financial or continuation statements which may be necessary for TK Elevator to file in public offices in order to perfect TK Elevator's security interest in such equipment. I.TK Elevator reserves the right to assign payments owed to TK Elevator under this Proposal. m.TK Elevator shall not be liable for any loss,damage or delay caused by acts of government, labor troubles, strikes, lockouts,fire,explosion,theft,floods, riot,civil commotion,war, malicious mischief,acts of God or any cause beyond its control. n.The rights of TK Elevator under this Proposal shall be cumulative and the failure on the part of the TK Elevator to exercise any rights hereunder shall not operate to forfeit or waive any of said rights.Any extension, 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 12 Exhibit "A" ModernizationProposal 'I Xz'indulgence or change by TK Elevator in the method, mode or manner or payment or any of its other rights shall not be construed as a waiver of any of its rights under this Proposal. o. In the event TK Elevator engages a third party to enforce the terms of this Proposal,and/or to collect payment due hereunder,either with or without suit, Purchaser agrees to pay all costs thereof together with reasonable attorney's fees. Purchaser does hereby waive trial by jury and does hereby consent to the venue of any proceeding or lawsuit under this Proposal to be in the county where the work covered by this Proposal is located. p.TK Elevator can furnish Certificate of Workers'Compensation, Bodily Injury and Property Damage Liability Insurance coverage to Purchaser upon written request. q.Should loss of or damage to TK Elevator's material,tools or work occur at the project site, Purchaser shall compensate TK Elevator for such loss, unless such loss or damage results from TK Elevator's own acts or omissions. r. Purchaser, in consideration of TK Elevator performing the services set forth in this Proposal,to the fullest extent permitted by law expressly agrees to indemnify,defend,save harmless,discharge, release and forever acquit TK Elevator Corporation,TK Elevator Manufacturing, Inc.,their respective employees, officers, agents, insurers,affiliates, and subsidiaries(hereinafter singularly a"TK Elevator party"and collectively the "TK Elevator parties")from and against any and all claims,demands,suits,and proceedings for loss, property damage(including damage to the equipment which is the subject matter of this Proposal), personal injury or death that are alleged to either have arisen out of or be connected with the sale, marketing, presence, use, misuse, maintenance,installation, removal,modernization,manufacture,design,operation or condition of the equipment that is the subject matter of this Proposal or the labor and materials furnished in connection with this Proposal. Purchaser's duty to indemnify a TK Elevator party does not apply to the extent that the loss, property damage(including damage to the equipment which is the subject matter of this Proposal), personal injury or death is determined to be caused by or resulting from the negligence of that TK Elevator party. Purchaser recognizes that its obligation to defend the TK Elevator parties under this clause,which is separate and apart from its duty to indemnify the TK Elevator parties, includes payment of all attorneys'fees,court costs, judgments,settlements, interest and any other expenses of litigation arising out of such claims,demands,suits or proceedings. s. Purchaser further expressly agrees to name Tk Elevator Corporation and TK Elevator Manufacturing, Inc.along with their respective officers,agents, affiliates and subsidiaries as additional insureds in Purchaser's liability and any excess(umbrella) liability insurance policy(ies).Such insurance must insure TK Elevator Corporation and TK Elevator Manufacturing, Inc.for those claims and/or losses referenced in the above paragraph and those claims and/or or losses arising from the negligence of TK Elevator Corporation and TK Elevator Manufacturing, Inc. Such insurance must specify that its coverage is primary and non-contributory. Purchaser hereby waives its right of subrogation. t.TK Elevator's participation in any controlled insurance program is expressly conditioned upon review and approval of all controlled insurance program information and documentation prior to enrollment.Any insurance credits if applicable,will be provided at that time. u. Unless so mutually agreed upon in a separate signed agreement,TK Elevator shall not be required to interact or correspond with any third party with whom Subcontractor is not in privity of contract concerning matters pertinent to this Agreement. v.The Purchaser must inform TK Elevator if Purchaser is,or becomes,an individual or entity that is- or that is majority owned or controlled by a party that is - included on any list of restricted parties maintained by(i)the United States of America;(ii)the United Nations;(iii)the European Union or any EU member state;(iv)the UK; or (v)any other national authority binding the parties of this contract. 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 13 Exhibit "A" Modernization Proposal TKE In case the Purchaser,or any other beneficiary of this transaction,e.g.the end-user, is or becomes an individual or entity that is -or that is majority owned or controlled by a party that is- included on any list of restricted parties,TK Elevator reserves the right to cancel this Proposal immediately. If the goods subject to this Proposal would be exported, re-exported,resold, used,transferred or otherwise disposed of in violation of any sanctions applicable to TK Elevator,TK Elevator also reserves the right to cancel this Proposal immediately. In this respect,the Purchaser shall be obliged to disclose the final delivery address, end-user and end-use of the goods upon request- insofar as legally permissible -and to notify TK Elevator of all circumstances that indicate an aforementioned infringement. "Sanctions"means here any economic,trade or financial sanctions, laws, regulations, embargoes or restrictive measures imposed,enacted,administered or enforced by any Sanctions Authority."Sanctions Authority" means (i)the US;(ii)the UN Security Council;(iii)the EU and any EU member state;(iv)the UK;or(v)any governmental institutions of any of the foregoing which administer Sanctions, including HM Treasury, OFAC,the US State Department and the US Department of the Treasury. 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 14 Exhibit "A" Modernization Proposal milaAcceptance Purchaser's acceptance of this Proposal and its approval by an authorized manager of TK Elevator will constitute exclusively and entirely the agreement between the parties for the goods and services herein described and full payment of the sum of One Hundred Nineteen Thousand Four Hundred Sixteen Dollars and Seventy Three Cents($119,416.73)plus any applicable sales tax. All other prior representations or regarding this work,whether written or verbal, will be deemed to be merged herein and no other changes in or additions to this Proposal will be recognized unless made in writing and properly executed by both parties as a change order.Should Purchaser's acceptance be in the form of a purchase order or other similar document,the provisions of this Proposal will exclusively govern the relationship of the parties with respect to this transaction. No agent or employee shall have the authority to waive or modify any of the terms of this Proposal without the prior written approval of an authorized TK Elevator manager. City Of Round Rock TK Elevator Corporation Management Approval E0 By: By. (Signature of Authorized Individual) (Signature of Branch Representative) Daniel White --------------—-------------------- Sales Manager (Print or Type Name) -------------------- ----------- (Print or Type Title) (Date of Acceptance) (Date of Execution) 2022-2-1240220 1 ACIA-1Y5FS6X I February 03,2023 15 Exhibit "A" ®SnapCab SPACE TO MOVE YOU Project Name: Round Rock TX / SnapCab Quote#: 96123A Cab Capacity: 2500 lbs. Cab Height: 8' Standard Summit I-Satin Stainless-Three Walls Handrail:8" Flat Bar Satin Stainless-Three Walls Island Ceiling surfaced w/Satin Stainless Lighting Trim: Polished Finish OSatin Stainless Steel OWilsonart Laminate: Walnut Heights PP- Cell:931-227-7838 1 Email:Brittany.Brothers@SnapCab.com 12/16/2022 Rendering is for illustration purposes only and is not drawn to scale.Panel quantity,layout and scale determined during final engineering.