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HomeMy WebLinkAbout2022-4095DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 CONTRACT #2022-4095 Modernization Proposal 'i 1C Purchaser: City of Columbia Heights Address: 590 40th Ave NE Columbia Heights, MN 55421 Location: Columbia Heights Parking Address: 4025 Van Buren NE Columbia Heights, MN 55421 August 16, 2022 TK Elevator Corporation (hereinafter "TK Elevator") is dedicated to delivering City of Columbia Heights (hereinafter Purchaser") the safest, highest quality vertical transportation solutions. I am pleased to present this customized Proposal (the "Proposal") in the amount of $144,339.00 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 change 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, Mark Rander Modernization Sales mark.rander@tkelevator.com 1 612 3022006 2022-2-1348611 1 ACIA-1ZJRBFK I August 16, 2022 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal SCOPE OF WORK Grouping Name: Car 1 Units Included Equipment Type: Hydraulic Speed:125 fpm 3 Stops (3 Front /0 Rear) Capacity: 2500 lbs. Building Nickname OEM Serial # TKE Serial # Legal ID Columbia Car 1 E89569 US65674 ELV 17340 Heights Parking Description of Work Controller TAC 32 Controller (Includes Options listed below) eMax Monitoring Device Provisions Battery Lowering in Controller Solid State Starters Power Unit EP-150 Power Unit Biodegradable oil Jack Pipe Stands Car 21" Toe guard Fan: Two Speed Car Top Exit Switch Cab Wiring Hoistway Selector and magnets TAC 32 Field Friendly Wiring Package Includes single traveling cable, hoistway wiring, interlock wiring, interlock connectors, and serial wiring. Security Camera traveling cable for installation of owner supplied camera Pit Pit Stop Switch 2022-2-1348611 1 ACIA-1ZJRBFK I August 16, 2022 2 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal Cab Car Door Cab Flooring - Nora Grano rubber flooring Fab -A -Cab Cypress Interior to include horizontal wall panels, T-frame ceiling with #4 Finish or black frame and #4 finish stainless -steel drop -in panels with Man-D-Tec SOLOBEAM Premium LEDs and 2" Flat "TrueBar" handrails with returned ends Door Equipment Interlock / Pick up Assemblies LD-16 Plus Door Operator Tracks & Hangers, Clutch, Car Door Lock, if Car Top Inspection station Micro Light Door Reversal Device Hoistway Door Escutcheons Astragals Hoistway Hanger Rollers Gibs Car Fixtures Column type Main Car Station Includes Options Below Vandal Resistant Floor Buttons Cast Braille Plates for Car Features Standard Key Switch Package Emergency Light mounted in COP Fire Service Phase II Features Position Indicator ADA Phone System integral with COP Locked Service Cabinet Certificate Window 4 Stainless Steel Emergency Light Test Button Car Riding Lantern Hall Fixtures Fire Service Phase I Key Switch Fire Service Phase I Engraved Instructions Hoistway Jamb Braille Car Identification Plate Hoistway Access Switch Hall Stations Elevator Communications Failure Monitoring Feature Intermediate Hall Stations (Flush Mounted) (#4 S/S (441)) 2022-2-1348611 I ACIA-1ZJRBFK I August 16, 2022 3 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal 7 HE The following items will be completed by third party labor or suppliers through the coordination of TK Elevator: Machine Room: Provide required Elevator Equipment Room Signage Provide Fire Extinguisher Remove Existing non -compliant machine room HVAC and patch holes Provide and install new machine room HVAC Pan Sump Drain line that runs through Machine Room *No changes to existing drain line in machine room expected or included Pipe and wire new controller from existing disconnect with true earth ground Provide necessary lighting, switch and GFCI in Machine room Provide phone pipe to controller. Dedicated phone line to machine room by others. Wire car lights Provide necessary fire alarm equipment for automatic recall and connect to new elevator controller Hoistway/Pit Patch holes or voids in hoist way walls/ceiling created by new elevator equipment. Provide and install GFCI outlet in pit. Provide and install hoist way lighting in pit to achieve 10 FC at pit floor. Provide switch for lighting. Provide and install steel sump cover over sump hole. No water remediation work included in this proposal. Lobbies Add smoke sensors to each lobby for elevator recall and connect to new standalone Fire Alarm Control Panel Program and test Fire Alarm Control Panel, * Fire Alarm plan is subject to the approval by the Fire Marshall. Standard color, surface mount wire mold if required. Fixture patching included for fire rating. No finishes included 2022-2-1348611 1 ACIA-1ZJRBFK I August 16, 2022 4 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal 'I IQ 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 8 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) 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 & 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. 2022-2-1348611 1 ACIA-1ZJRBFK I August 16, 2022 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal 'i VE 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: $144,339.00 Initial progress payment: (50%) $72,169.50 Material furnished: (25%) $36,084.75 Total of remaining progress (25%) $36,084.75 payments: 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, 2022-2-1348611 I ACIA-1ZJRBFK I August 16, 2022 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal 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 a. Following the execution of TK Elevator's "Final Acceptance" form(s), TK Elevator will provide the following services during normal working hours for the units described below: 1. as circumstances warrant, the examination and adjustment and lubrication of the equipment installed by TK Elevator during normal business working days and hours by the applicable TK Elevator branch office and/or 2. the dispatch of a TK Elevator technician to the location of the equipment in response to a call from the owner of the building where the unit has been installed or its designated representative, emergency personnel, passengers through the elevator's communication device and/or from remote monitoring through the equipment's communication line (if applicable) in order to free any entrapped passengers callback services") and/or 3. to make covered repairs to the equipment installed by TK Elevator. Covered repairs to the equipment include a visual investigation to determine the source of shutdown along with any resulting necessary adjustments and parts replacement so long as they are not due to any one or more of the following: anyone's abuse, misuse and/or vandalism of the equipment; anyone's negligence in connection with the use or operation of the equipment; any loss of power, power fluctuations, power failure, or power surges that in any way affect the operation of the equipment; fire, smoke, explosions, water, storms, wind, lightning, acts of civil or military authorities, strikes, lockouts, other labor disputes, theft, riot, civil commotion, war, malicious mischief, acts of God, or any other reason or cause beyond TK Elevator's control that affects the use or operation of the equipment ("excluded work"). b. The services described in (4)(a)(2) and (4)(a)(3) will be performed only during normal business working days and hours. c. Purchaser agrees to separately pay for all excluded work as defined in (4)(a)(3) above. d. If overtime has not been expressly included in (4)(b) above, Purchaser also agrees to separately pay for any callback services described in (4)(a)(2)and for any covered repairs described in (4)(a)(3) that are performed outside normal business working days and hours. Unit Designations of Months after Final Acceptance Car 12 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: 2022-2-1348611 1 ACIA-1ZJRBFK I August 16, 2022 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal T M a. 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; C. Miscellaneous: 1. 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; f. 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) 2022-2-1348611 1 ACIA-1ZIRBFK I August 16, 2022 DocuSign Envelope ID: 71ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal ' i IC 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. " `o-10044 f..._ ..,,l....d:.,.. and i. PtiFeh isef shall pfevide am en site durnpster. TK Elevator will be responsible for cleanup of elevator/ escalator packaging material; however, composite cleanup participation is not included in this Proposal. j. isees9edriar te any Fnateri aHheifrg a4emd or vverk being h d. 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. 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. 2022-2-1348611 I ACIA-1ZJRBFK I August 16, 2022 9 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal 'FIC 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 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. 2022-2-1348611 1 ACIA-1ZJRBFK I August 16, 2022 10 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal 'iHE 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. 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. 2022-2-1348611 I ACIA-1ZJRBFK I August 16, 2022 11 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal 'FIC 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, 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 2022-2-1348611 1 ACIA-1ZJRBFK I August 16, 2022 12 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Modernization Proposal 'I HE 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; (ill) the European Union or any EU member state; (iv) the UK; or v) any other national authority binding the parties of this contract. 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. 2022-2-1348611 1 ACIA-1ZJRBFK I August 16, 2022 13 DocuSign Envelope ID: 71 ECBCF6-4A82-4810-BAB7-72F042D5EA18 Acceptance 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 Forty -Four Thousand Three Hundred Thirty -Nine Dollars ($144,339.00) inclusive of all applicable sales and use taxes. 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. DocuSigned by: By J By' f mmt r Signature of Authocizs)d Individual) Kelli Bourgeois Print or Type Name Print Type Title) kj Date of Acceptance) 2022-2-1348611 I ACIA-1ZJRBFK I August 16, 2022 re oT t%ranc Jeff Boomer Branch Manager 9/1/2022 Date of Execution) DocuSign Envelope ID: FC6D7618-6E30-4270-9FD3-D4A36FD58183 4/10/2023