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HomeMy WebLinkAboutTK Elevator Corporation - Agreement - 04.25.2022COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT is made and entered into effective the 25th day of April 2022, by and between CITY OF FRESNO, a California municipal corporation (City), and TK Elevator Corporation, a Delaware Company (Vendor). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. The Charter for the City allows for cooperative purchase agreements for work of public improvement. The City is allowed to use an existing government agency's agreement, as an exception to the competitive bidding requirements of Fresno City Charter Section 1208. The Parties agree that the Vendor has entered a contract with Sourcewell (Original Government Contract). The solicitation for the Original Government Contract is attached as Exhibit A. 2. Vendor's Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3. City's Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City's Insurance and Indemnity provisions attached as Exhibit D. b) Address change for the City : Notwithstanding the address contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Martin Wendels/Project Manager DPU O&M Facility 1626 E St. Fresno , CA 93706 Phone : (559) 621-5390 FAX: N/A c) Notwithstanding anything in Exhibits A and B to the contrary , this Agreement shall be governed by, and construed and enforced in accordance with , the laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action FIN-8 Product Cooperative Purch Agt-DPW (01-21-2020) -1- DocuSign Envelope ID: 0190E2FO-B881-4082-8FF6-35816E15B1A5 regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor. [SIGNATURES FOLLOW ON THE NEXT PAGE.] FIN-B Product Cooperative Purch Agt-DPW (01-21 -2020) -2- Do cu Sign Envelope ID: 0190E2F0-B881 -4082-8FF6-35816E15B1 A5 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation DocuSigned by : By : & , /;ssa f, ro l, s 4/12/2 022 ~ Me4issai.Qerales Purchasing Manaager APPROVED AS TO FORM : DOUGLAS T. SLOAN City Attorney OocuSigned by: By: f,wlilA,te f£ick1 41 4/12;20 22 ~ Date9DAD3sssa75E4B9 Senior Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk 4/22/2022 Date Addresses: CITY City of Fresno Attention: James E. Jackson 2600 Fresno St. Fresno, CA 93721 Phone: (559) 621-1165 FAX: (559) 457-1309 Attachments: Exhibit A-Original Solicitation Exhibit B-Original Government Contract Exhibit C-City's Project Details Exhibit D-City's Insurance and Indemnity TK ELEVATOR CORPORATION, a Delaware Company GocuSigned. by: By: Ari:: ft11t1t'7 87F5 1878832!~CD. Name:Mark Hintz Title : ve contract s 4/3/2022 (If corporation or LLC ., Board Chair, Pres . or Vice Pres.) DocuS lgnod by: By : flA <111v:a fi .111 d U> ~ 9806B7945EE8418 Name:Mayra Blanco Title : Assistant secretary 4/5/2022 (If corporation or LLC ., CFO, Treasurer, Secretary or Assistant Secretary) VENDOR: TK Elevator Attention: Steve Boisvert PO Box 3796 Carol Stream, IL 60132-3796 Phone: (916) 813-9668 FAX: (866) 572-2888 FIN-B Product Cooperative Purch Agt-DPW (01-21-2020) -3 - DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Exhibit A-Original Solicitation DocuSign Envelope ID: 0190E2FO-B881-4082-8FF6-35816E15B1 A5 RFP#080420 REQUEST FOR PROPOSALS for Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Proposal Due Date: August 4, 2020, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than August 4, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published : June 16, 2020 Pre-proposal Conference: July 8, 2020, 10:00 a.m., Central Time Question Submission Deadline: July 28, 2020, 4:30 p.m., Central Time Proposal Due Date: August 4, 2020, 4:30 p.m., Central Time Late responses will not be considered. Opening: August 4, 2020, 6:30 p.m., Central Time ** ** SEE RFP SUB-SECTION V. G. "OPENING" Rev. 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 1 DocuSign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E15B1A5 I. ABOUT SOURCEWELL PARTICIPATING ENTITIES A. SOURCEWELL Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell's solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative contracting solutions from which Sourcewell's Participating Entities procure equipment, products, and services. Cooperative contracting provides participating entities and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors' potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell's contracts are available for use by: • Federal and state government entities; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and • Other public entities . In Canada, Sourcewell's contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; Rev . 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 2 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 AS • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; • Members of the Rural Municipalities of Alberta (RMA) and their represented Associations, Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), Association of Manitoba Municipalities (AMM), Local Authority Services (LAS), Municipalities Newfoundland and Labrador (MNL), Nova Scotia Federation of Municipalities (NSFM), and Federation of Prince Edward Island Municipalities (FPEIM). For a listing of current United States and Canadian Participating Entities visit Sourcewell's website (note: there is a tab for each country's listing): https://www.sourcewell­ mn .gov/sourcewell-for-vendors/member-locator. Access to contracted equipment, products, or services by Participating Entities is typically through a purchase order issued directly to the applicable vendor. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities' needs, public notice of this RFP has been broadly published, including notification in the United States to each state-level procurement department for possible re-posting. Proof of publication will be available at the conclusion of the solicitation process. II. EQUIPMENT, PRODUCTS, AND SERVICES A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that Proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies, including, but not to be limited to: a. Elevators, escalators, and moving walkways; Rev. 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 3 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 b. Dumbwaiters; c. Wheelchair, vertical and inclined platform lifts; d. Installation, modernization, preventative maintenance services, emergency and on­ call response services, repair, inspection, and warranty services related to a. -c. above; and, e. Supplies, parts, and accessories related to a. -d. above. A Proposer may elect to offer a materials-only solution, a turn-key solution, or an alternative solution. Generally, a turn-key solution is most desirable to Sourcewell and its Participating Entities, however, it is not mandatory or required. 2. The primary focus of this solicitation is on elevators, escalators, and moving walks. This solicitation should NOT be construed to include: a. Pool or physical therapy lifts. 3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: a. Vehicle Lifts, with Garage and Fleet Maintenance Equipment (RFP #013020) b. Facility MRO (Maintenance, Repair & Operations), Industrial & Building Supplies with Related Equipment, Accessories (RFP #121218) Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed. Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third­ party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Rev . 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 4 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operat ional. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $30M; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer's sales force will be the primary source of communication with Participating Entities. The Proposer's Marketing Plan should demonstrate Proposer's ability to deploy a sales force or dealer network to Participating Entities, as well as Proposer's sales and service capabilities. It is expected that Proposer will promote and market any contract award. Rev. 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 5 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to Proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the Proposal. Sourcewell reserves the right to verify Proposer's information and may request clarification from a Proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 4. A Proposer's documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. Ill. PRICING A. REQUIREMENTS All proposed pricing must be: 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. 2. The Proposer's ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Participating Entity). However, it is permissible for vendors to sell at a price that is lower than the contracted price; 3. Stated in U.S. and Canadian dollars (as applicable); and 4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity's location). Rev. 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 6 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal. B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the Proposal being disqualified from further review and evaluation. To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications table, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer's Proposal. Exceptions must: 1. Clearly identify the affected article and section, and 2. Clearly note what language is requested to be modified. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature. If a Proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell's sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The Rev. 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 7 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 AS purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer's proposal status to INCOMPLETE. The Proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to check the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer's Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PR OPOS AL SUBMISS ION Rev . 2/2020 Sourcewell RFP #080420 Elevators, Escalators , and Moving Walks with Related Equipment, Services , and Supplies Page 8 DocuSign Envelope ID: 0190E2F0-8881-4082-8FF6-35816E1581 A5 Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the Proposer's sole responsibility to ensure that the proposal is received on time. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a Proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues. Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell's support provider at support@bidsandtenders.ca . To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the Proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a Proposer may withdraw its proposal. Rev.2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 9 DocuSign Envelope ID: 0190E2FO-B881-4082-8FF6-35816E1581A5 G. OPENING The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "All" or "Closed." The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities' use. o A Proposer's sales and service network to assure availability of product supply and coverage to meet Participating Entities' anticipated needs. • Total evaluation scores. • The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell's knowledge about a specific vendor or product. B. AWARD(S) Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal): Rev. 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 10 DocuSign Envelope ID: 0190E2F0-8881-4082-8FF6-35816E1581A5 Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty so Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. The protest must be received no later than 10 calendar days' following Sourcewell's notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must include the following items: • The name, address, and telephone number of the protester; • The original signature of the protester or its representative; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the issues to be resolved; • Identification of the legal or factual basis; • Any additional supporting documentation; and • Protest bond in the amount of $20,000, except where prohibited by law or treaty. Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; Rev.2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Page 11 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 AS • Independently verify any information provided in a Proposal; • Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity's state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; • Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and • Award a contract to one or more Proposers if it is in the best interest of Participating Entities. E. DISPOS ITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer's responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell will not consider the prices submitted by the Proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition. The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Rev . 2/2020 Sourcewell RFP #080420 Elevators, Escalators, and Movi ng Walks with Related Equipment, Services, and Supplies Page 12 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E1581 A5 Sourcewe I~ 6/17/2020 Addendum No. 1 Solicitation Number: RFP 080420 Solicitation Name: Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Where are the details for the products that we're providing services (i.e. how many elevators would we be servicing, where are their locations, etc.)? Answer 1: Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications or finite quantities for our cooperative contract awards. A respondent is allowed to propose the entire line of products and services falling within the scope of the RFP. Section II. B. of the RFP addresses the requested equipment, products, or services for this solicitation. Sourcewell is seeking solutions to serve the largest possible cross-section of current and potential Participating Entities. Refer to RFP Article I., Section B-Participating Entities and Use of the Resulting Contracts. End of Addendum Acknowledgement of this Addendum to RFP 080420 posted to the Sourcewell Procurement Portal on 6/17/2020, is required at the time of proposal submittal. DocuSign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E15B1A5 Exhibit B-Original Government Contract DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 080420-TKE 1Sourcewell ~ Solicitation Number: RFP #080420 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and thyssenkrupp Elevator, 3100 Interstate North Circle Suite 500, Atlanta, GA 30339 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation· is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below . B. EXPIRATION DATE AND EXTENSION. This Contract expires August 28, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in 1Rev. 2/2020 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 080420-TKE Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. 2Rev. 2/2O2O DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 080420-TKE Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax­ exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax­ exempt entity. C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time . All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged . Rev . 2/2020 3 DocuSign Envelope ID: 0190E2FO-B881-4082-8FF6-35816E15B1 A5 080420-TKE A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws . Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source . Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government­ owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws . 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. Rev. 2/2020 4 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 080420-TKE B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity's order. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. 5Rev. 2/2020 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 080420-TKE B. BUSINESS REVIEWS . Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields : • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State/Province; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee . The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than 45 calendar days after the end of each calendar quarter. Rev . 2/2020 6 DocuSign Envelope ID: 0190E2F0-8881-4082-8FF6-35816E15B1 A5 080420-TKE Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this Rev. 2/2020 7 DocuSign Envelope ID: 0190E2FO-B881-4082-8FF6-35816E15B1A5 080420-TKE indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. No party shall be liable for consequential damages under this Contract. 12.AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INDEMNIFICATION As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws. 1S. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Vendor. b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor's Trademarks in advertising and promotional materials for the purpose of marketing Vendor's relationship with Sourcewell. 8Rev.2/2020 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 080420-TKE 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos. b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos. c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's Trademarks only in good faith and in a dignified manner consistent with such party's use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. Rev.2/2O2O 9 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 080420-TKE 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other in writing of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Rev. 2/2020 10 Do cu Sign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E15B1A5 080420-TKE Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A-or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liab i lity arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms Rev. 2/2020 11 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 080420-TKE no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits : $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days' prior written notice to the Vendor. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION . Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require 12Rev.2/2020 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 080420-TKE similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies). 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds. Rev. 2/2020 13 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E1581A5 080420-TKE A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-l.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non­ federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of.Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements Rev. 2/2020 14 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 080420-TKE do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the 0MB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that Rev. 2/2020 15 DocuSign Envelope ID: 0190E2FO-B881-4082-8FF6-35816E15B1A5 080420-TKE takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed . I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines . 16Rev. 2/2020 DocuSign Envelope ID: 0190E2F0-8881-4082-8FF6-35816E1581A5 080420-TKE 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation . Sourcewell thyssenkrupp Elevator liD<>ouSlgnod by : ~OoouSignod by: By: -~t~IA¥r"J By: _L~A~~~~ Jeremy Schwartz Mark Hintz Title: Director of Operations & Title: Vice President Contracts Department Procurement/CPO Date: 8/26/2020 I 7:07 PM CEST 8/26/2020 9:50 AM CDTate: __________ _D Approved: [tDoouS1gned by: By: J_Q::!aF~t:::!v Cha d Co auette Title: Executive Director/CEO 8/26/2020 I 12:23 PM CDT Date : _ __________ 17Rev. 2/2020 DocuSign Envelope ID : 0190E2F0-8881-4082-8FF6-35816E1581A5 RFP 080420 -Elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies Vendor Details Company Name: Address : Contact: Email: Phone: HST#: Submission Details Created On: Submitted On: Submitted By: Email: Transaction#: Submitter's IP Address: thyssenkrupp Elevator 3100 Interstate North Circle Suite 500 Atlanta, GA 30339 Jamie Blackman jamie.blackman@thyssenkrupp.com 770-799-0478 62121126-7 Monday July 06, 2020 07:33:19 Friday July 31 , 2020 01 :48:41 Jamie Blackman jamie.blackman@thyssenkrupp.com 32231029-e36b-494f-a 111-141 e907 ae5cd 96.77.92.138 Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID: 0190E2FO-B881-4082-8FF6-35816E15B1 AS Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank ; mark "NA" if the question does not apply to you (preferably with an explanation). Line Item Question Response ' . 1 Proposer Legal Name (and applicable d/b/a, if any): thyssenkrupp Elevator 2 Proposer Address: 3100 Interstate North Cirde Su ite 500 Atla nta, GA 30339 3 Proposer website address: www.thyssenkrupp .com 4 Proposer's Authorized Representative (name, title, address, email address & phone) (The representative must have authority to sign the "Pro pose r's Assurance of Compliance" on behalf of the Proposer a.nd , in the event of award, will be expected to execute the resulting contract): Regards, Mark Hintz Vice President, Contracts Department 70 799 0448, mark.hintz@thyssenkrupp.com thyssenkrupp Elevator Corporation , 3100 Interstate N Cir SE, Suite 500 , Atlanta , GA 30339 5 Proposer's primary contact for this proposal (name , title, address, email address & phone): Jeff Jaudes, CEI National Account Manager Government contracts 972-365-6128 6 Proposer's other contacts for this proposal, if any (name, title, address, email address & phone): Jamie Blackman National Accounts Coordinator, National Accounts 770-799-0478 Table 2: Company Information and Financial Strength I~:I IResponse · 11Question Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator DocuSign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E15B1 AS 7 Provide a brief history of your company, induding your company 's core values, business philosophy, and industry longevity related to the requested equipment, products or services . ThyssenKrupp Elevator is a US $3.8 bill ion dollar company that manufactures, installs and services a wide variety of passenger and freight needs. Headquartered in Atlanta, Georgia, ThyssenKrupp Elevator Corporation provides a full range of elevators, lifts and escalators for all types of passenger and freight applications . Complete elevator systems, including all major components, are manufactured at our plants in Tennessee, Mississippi, Toronto and New York City . ThyssenKrupp Elevator is represented by over 135 branches and 546 local representatives in the United States and Canada and employs over 10,000 manufacturing, installation, service, repair, sales and management professionals. Most impressive is the fact that we individually service nearly 240,000 elevators , escalators and lifts in North America, over 50,000 of which were manufactured and installed by other companies. ThyssenKrupp Elevator's ultimate parent is ThyssenKrupp AG, a large German corporation headquartered in Dusseldorf. ThyssenKrupp AG's predecessor, Thyssen AG entered the North American vertical transportation market in the 1980's, and was growing its business, when it acquired Dover Elevator Company in July 1999. Dover was well established in the U.S. market, and the merger of these two companies created the largest vertical transportation company in North America. Thyssen and Dover Elevator j oine d forces as ThyssenKrupp Elevator with one purpose : to exceed member expectations w ith a powerful combination of products , services and technolog y 8 What are your company's expectations in the event of an award? Our expectation as an existing provider is to continue to grow both Sourcewell and our portfolios in providing unsurpassed serv ices to our customers 9 Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements , SEC filings, credit and bond ratings, letters of credit , and detailed reference letters . Upload supporting documents (as applicable) in the document upload section of your response. thyssenkrupp Elevator is a US $3.8 billion dollar company that manufactures, installs and services a wide variety of passenger and freight needs . Headquartered in Atlanta, Georgia, thyssenkrupp Elevator Corporation provides a full range of elevators, Escalators, and Moving Walks with Related Equipment, Services, and Supplies . Complete elevator systems , including all major components, are manufactured at our plants in Tennessee, Mississippi, Toronto and New York City . thyssenkrupp Elevator is represented by over 135 branc hes and 564 local repre sent atives in the United States and Canada and employs over 10,000 manufacturing, installation, service , repair , sales and management profess ionals. Most impressive is the fact that we individually service nearly 240,000 elevators, escalators and lifts in North America, over 50,000 of which were manufactured and installed by other companies **Please see the Attachment thyssenkrupp 2018-2019 Financial Report** ***Please see the Attached DNB Rating Report*** 10 What is your US market share for the solutions that you are proposing? US Market Share : 38% 11 What is your Canadian market share for the solutions that you are proposing? • Canadian Market : 40% 12 Has your business ever petitioned for bankruptcy protection? If so, explain in detail. Lawsuits do occur and exist; however, TKEC has adequate risk management, legal and insurance safeguards in place to pro tect itself and its customers when requ ired. ThyssenKrupp Elevator has not been involved in bankruptcy or reorganization. Notwithstanding, ThyssenKrupp Elevator Corporation is a $3.8 billion company. Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 13 How is your organization best described : is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization . a) If your company is best described as a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees , or the employees of a third party? B- thyssenkrupp does not have a dealer network; all products and services are performed and manufactured by thyssenkrupp. Our network of employees across the US is states are individual employees and Union employees . Sales and distribution are performed by location ' ' 14 If applicable , provide a detailed explanation ouUining the licenses and certifications that are both requ ired to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. All of our elevator service technicians are licensed to perform services on all vertical transportation. Both by the IUEC and local authorities having jurisdiction. ... *Please see Attachment for State Contractors Licenses .... 15 Provide all "Suspension or Debarment" information that has applied to your organization during the past ten years . In the past 10 years thyssenkrupp has not had any suspensions or debarments . Table 3: Industry Recognition & Marketplace Success Une Item Question Response* . . . . 16 Describe any relevant industry awards or recognition that your company has received in the past five years 2015 ThyssenKrupp Recognized by MIT Technology Review as One of the 50 Smartest Companies - ThyssenKrupp Elevator Wins 2015 Tennessee Governor's Environmental Stewardship Award - ThyssenKrupp Elevator's Enviromax® Earns Top Awards from Environmental Leader - ThyssenKrupp Elevator's U.S. Factory Earns LEED ® Gold Certification Middleton - 2016 thyssenkrupp' s installation of 53 elevato rs and 88 escalators in Rome 's metro Line C in Italy has won of the "Project of the Year 2016" Award, in the Escalators category presented by international magazine Elevator World . ***Alf awards listed above are attached in our proposed documents .... 17 What percentage of your sales are to the governmental sector in the past three years We currently maintain a Federal Service Supply contract for the next 20 years and have for the last 20 years. Approximately 23% of our maintenance is with federal. state, local and city government 18 What percentage of your sales are to the education sector in the past three years Education : 15% 19 List any state, provincial, or cooperative purchasing contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? thyssenkrupp Elevator does business with multiple cooperative purchas ing compan ies such as, Omnia , Vizient, Premier, Equalis and Healthtrust. There are over 40,000 units attached to these cooperative organizations both government and commercial that thyssen krupp maintains. The release of any other customers ' informati on without their approval is against thyssenkrupp policy. 20 List any GSA contracts or Standing Offers and Supply Arrangements (SOSA) that you hold . What is the annual sales volume for each of these contracts over the past three years? GSA -FSS 9M+ GSA -PBS 9M+ Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E15B1A5 Table 4: References/Testimonials Line Item 21 . Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name · Contact Name · Phone Number · . . The release of any other customers ' information without their approval is against thyssenkrupp pol icy . The release of any other customers ' information without their approval is against thyssenkrupp policy . The release of any other customers' information without their approval is against thyssenkrupp pol icy. The release of any other customers' information without their approval is against thyssenkrupp policy. The release of any other customers' information without their approval is against thyssenkrupp policy. The release of any other customers' information without their approval is against thyssenkrupp policy. The release of any other customers ' information without their approval is against thyssenkrupp policy . The release of any other customers' information without their approval is against thyssenkrupp pol icy. The release of any other customers' information without their approval is against thyssenkrupp policy. Table 5: Top Five Government or Education Customers Line Item 22 . Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type , the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type State / Province · Scope of Work ' Size of Transactions • Dollar Volume Past Three Years · ' . ' ' Various States Government Georgia -GA Vertical Transportation 1OD+ locations Approximately 669K -Annual Various States Government Georgia-GA Vertical Transportation 148 Locations Approximately 3.2M -Annual University Education Florida -FL Vertical Transportation 138 Units Approximately 1M - Annual University Education North Carolina -NC Vertical Transportation 357 Units Approximately 1.3M Annually University Education Colorado -CO Vertical Transportation 167 Units Approximately $313K Annually Table 6: Ability to Sell and Deliver Service Describe your company 's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. IResponse Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator 11 DocuSign Envelope ID: 019DE2F0-B881-4082-8FF6-35816E15B1 A5 23 Sales force . thyssenkrupp Elevator's North American Division is separa ted into three regions, consis ting over 6,000 employees working directly at our branc h and regional offices. These locations are as listed below. See Attachments Question #17 Sales Force Map & Branch location Map for the listing of over 135 offices across the US. Our local customer service is supported by our call center, TK Communications which is operational 24n if the local branch is not available. Total number and location of sales persons employed by Supplier. • Pacific Northwest -52 • California -59 • Southwest -47 • Midwest -73 • Central US -52 • South -50 • Southeast -53 • Florida -56 • Mid-Atlantic -48 • Northeast -53 • TOTAL -546 Sales employees 24 Dealer network or other distribution methods. Services are scheduled and provided at a local branch level. Distribution of products will be managed at the local level, we have branches/locations in North America .. Service force . Service Force : 25 • Thyssenkrupp has 3200+ service technicians in the US and Canada. All service technicians are IUEC members and employees of thyssenkrupp Elevator Describe in detail the process and procedure of your We provide Regular and Routine Maintenance 7/24/365. All customer service program, if applicable. Include your 26 maintenance programs are code compliant and if needed response-time capabilities and comm itme nts, as well as any adjusted to meet our member needs. incentives that help your providers meet your stated service You can always count on our: goals or promises. • 2,600 highly-trained service technicians, experts in thyssenkrupp and third-party (OEM) equipment • 24n emergency service availability from technicians who are always nearby • 24n thyssenkrupp call center, standing by to quickly take your call • Customer Portal, an online tool for managing your elevator account and placing service requests • Global network of engineers and experts, International Technical Services • Advanced diagnostic tools for communicating with thyssenkrupp and th ird-party equipment • Predictiv e ma intenance solution, MAX, which dramatically improves elevator uptime using Internet of Things (loT) technology • Dedicated account managers, your point of contact for account-related issue • Capital planning services to help you budget for future expenses For an emergency such as an entrapment our goal is to get respond in 30 minutes or less, however due to locations outside of our control including but not limited to traffic, environment, location and access. hour during normal business hours, if not sooner. For an entrapment after normal business hours, we would strive for onsite response in less than 2 hours. For non-emergencies service requests during normal business hours, we should meet same day response. For non-emergency service requests after normal business hours, we will strive to provide response by the following business day. -Please see the Attachment: Service Brochure- Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator DocuSign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E15B1A5 27 Identify your ability and willingness to provide your products and services to Sourcewell participating entities in the United States. Thyssenkrupp elevator has the size and resources to fully support the members and their vertical transportation needs , when and where we are needed . This includes around the clock call center, ded icated account manager and sophisticated online tools as well as around the clock engineering support . Our goal is to exceed the members expectations by partnering with Sourcewell to achieve continues growth . thyssenkrupp Elevator utilizes GPS within our Technician 's mobile devices so that we can route the closest technician to service calls in effort to reduce downtime . We continually look for ways to better serve and communicate with our customers . As we find more ways to improve our service through mobile technology ThyssenKrupp Elevator is always communicating these new enhancements to our customers. . 28 Identify your ability and willingness to provide your products and services to Sourcewell participating entities in Canada . thyssenkrupp Elevator utilizes GPS within our Technician's mobile devices so that we can route the closest technician to service calls in effo rt to red uce downtime . We continually look for ways to better se rve and commun icate with our customers . As we find more ways to improve our service through mobile technology ThyssenKrupp Elevator is always communicating these new enhancements to our customers . Thyssenkrupp elevator has the size and resources to fully support the members and their vertical transportation needs, when and where we are needed . This includes around the clock call center, dedicated account manager and sophisticated online tools as well as around the clock engineering support. Our goal is to exceed the members expectations by partnering with Sourcewell to achieve continues growth 29 Identify any geographic areas of the United States or Canada that you will NOT be fully serving through the proposed contract. thyssenkrupp is able to service all areas of the US and Canada 30 Identify any Sourcewell participating entity sectors (i.e., government, education, not-for-profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? Our services will be available to all participating entities 31 Define any specific contract requirements or restrictions that would apply to our participating entities in Hawaii and Alaska and in US Territories . There are no defined specific contract requirements or restrictions that would apply. . Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Table 7: Marketing Plan Line Question Response * Item Upon Award we will schedule online training with all offices opportunity. Upl oad re pres ent ative samples of you r 32 Describe your marketing strategy for promoting this contract and supply them with the new materials to be able to ma rk eting materi als (if app li ca ble) in the docum ent upload discuss with entity's the Sourcewell program. section of your response. • We will post on our social media site a link to the Sourcewell website . • Continued participation in trade shows within our industry posting placards stating that we are a supplier for Sourcewell. • Additionally, we will host a conference call with our District VPs to inform them of any changes that might have been made to our existing contract with Sourcewell. ***Please see uploaded Sourcewell Introduction Letter and Quick Reference Guide .*** If awarded these can be modified if requested Describe your use of technology and digital data (e.g., • On our internal website we will post a link to all social media, metadata usage) to enhance marketing 33 required documents and forms to sell these services to the effectiveness. membership • On our social media site we will post a link to the Sourcewell Website • When pa rticipatin g in tr ad e sh ows within our in dustry postin g placa rds stati ng that we are a s up plier for Sou rcewell • Add iti onall y, local meetin gs with BOMA an d fa cilities management companies. 34 In your view, what is Sourcewell's role in promoting contracts Please refer Question Number 32. thyssenkrupp, if awarded arising out of this RFP? How will you integrate a Sourcewell­will send out an information package on any and all new awarded contract into your sales process? information for Sourcewell to all of our branches. They will receive a copy of the contract and any training material needed . They will also receive the negotiated billing rates and labor rates . An aggressive training schedule will be established between National Accounts and the Regions to educate them on the Sourcewell processes and documentation. Ou r expe cta tion of So urcewe ll s role is promoting thy sse nkru pp an d our se rv ices th rough you r webs ite and tra de sh ows, also trai ning se ssions to th e existing portfolio as well as the new membership . As we have experienced in the past as an Sourcewell supplier, we would also expect the continued open line of communication between thyssenkrupp and our customers . 35 Are your products or services available through an e­No, there are many moving parts that require direct procurement ordering process? If so, descri be your e­communication between the customer and thyssenkrupp procurement system and how governme nta l and educational before services can be provided. Elevators are not a shelf customers have used it. type product, all services and products come directly from thysse nkrupp and se rvi ces are performed by th yss enk rupp employees. Table 8: Value-Added Attributes Line Item Question Response * ' 36 Describe any product, equipment, maintenance, or operator training programs that you offer to Sourcewell participating entities. Include details , such as whether training is standard or optional, who provides training, and any costs that apply. Do to the elevator safety code requirement and reliability associated with elevators and escalators our training for the genera l public is limited to the in car or group panel operational switches . There is no ch arge for training on the proper usage of the se switches for operati ona l contro l. Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 37 Describe any technolog ical advances that your proposed products or services offer. New Installation: In 2015 thyssenkrupp partnered with Microsoft Azure enterprise to introduce the MAX, an elevator extension to bring the technology into the Internet of Th ings. Instead of delivering a brand-new elevator , thyssenkrupp ' s MAX is a box that costs "less than an iPad" and attaches to exi sting elevators. The MAX keeps tabs on the elevator's vitals so it can send maintenance calls when it senses parts wearing out and, once enough data is collected, make data models that set up maintenance calls before parts break. By using MAX, large buildings and skyscrapers can set their elevators to anticipate rush-hour surges in the lobby or on upper level floors that have higher demand. In addition, MAX, powered by Microsoft's Azure cloud technology , can help drive a wide range of other efficiencies, like keycard connectivity that can automatically whisk riders directly to their floor. MAX uses the cloud to monitor each individual component of the elevator, so each lift can get planned proactive maintenance before it breaks down, rather than unexpected work afterwards. 38 Describe any ·gree n" in itia ti ves that relate to your company or to your products or services, and include a list of the certifying agency for each . Sust ainability is embedded in the strategies, policies and business practices of ThyssenKrupp Elevator Americas. We strive to create a culture that fosters greener solutions for every aspect of our bus iness, from daily operations to the materials we use in our products. By implementing the right actions today, we are making a better wortd for tomorrow. • Green Rating Systems and LEED -Our commitment to green building is companyw ide. We are a corporate-level member of the US Green Build ing Council and a Vis ionary Sponsor of the Liv ing Build ing Challenge • Material Transparency -We are at the forefront of the bu ilding industry -pioneering a new vision of manufacturing product transpa rency . • Products and Serv ices -From elevator fluids to li gh ti ng, our products and serv ices are des igned with the environment in mind. • Corporate Citizenship -Looking out for our people and our communities is just as important to us as building premium products. 39 Identify any third-party issued eco-labels , ratings or ce rti fications that your company has rece ived for the equ ipment or products included in your Proposa l related to energy efficiency or conservation , life-cycle des ign (cradle-to­ cradle), or other green/sustainability factors . *-Please see the attached LEED Certificate BioBlend Enviromaz-• 40 Describe any Wome n or Minority Bus iness Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obta ined. Upload docu menta ti on of ce rtifi cation (as applicable) in the document upload section of your response . thyssenkrupp is committed to developing MBE/WBE/DVBE enterprises in the marketplace . thyssenkrupp currently spends over $8 ,000 ,000.00 annually with MBE/W'BE/DVBE enterprises . In order to ensure the quality of our preventative maintenance programs and services provided to TKE's Customers we do not plan to subcontract ANY part of our preventative maintenance or repair work. However, thyssenkrupp does purchase materials and parts from MBEIWBE/DVBE enterprise suppliers. Below is a list of some of the larger MBENVBE /DVBE firms that we currently do business with and our annual ized spend for each vendor. ***Please see Attachment MBENVBE/DVBE/SBE Participation Program*** Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 41 What unique attributes does your company, your products, or Here at thyssenkrupp Elevator we say, ''we engineer your services offer to Sourcewell participating entities? What confidence." We take this statement seriously. Over 10,000 _ makes your proposed solutions unique in your industry as it manufacturing , installation, service , repa ir, sales and applies to Sourcewell participating entities? management professionals work each day to build , install, ma intain , and modernize elevators, escalators , and moving walks safely. From a safety standpoint, you want to hire someone you can trust - a company that specializes in servicing all kinds of elevators, not just the ones they manufacture. Our ITS Americas (International Technical Services) facility offers our mechanics the latest in diagnostic tools, troubleshooting support, PC board repair, and techn ical training. This support is backed by our field engineers, available 24 hours a day , who are among the most skilled experts in the indusby. . As the largest producer of elevators in the Americas with over 135 locations, you can be confident that we have the size and resources to support you, whenever and wherever you need us. Our technicians are on the road day and night, never far away from your equipment When something does go wrong, you want to know someone is there to help. That's why thyssenkrupp Elevator Communications answers elevator telephones 24 hours a day, 365 days a year. Our highly trained staff currently handles over one million calls a year, is capable of translating up to 135 different languages, and strives to keep response time below ten seconds. Our local team is ready to assist you in making sound decisions about your needs and systems Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Une Item Question Response . . ' . . 42 Do your warranties cover all products , parts , and labor? Yes , if installed by thyssenkrupp and if we currently maintain the equipment. 43 Do your warranties impose usage restrictions or other limitations that adversely affect coverage? thyssenkrupp shall neither be required nor obligated to service, make renewals or repairs upon the equipment by reason of negligence, obsolescence, misuse of the equipment, loss of power, blown fuses, tripped stop switches , theft , vandalism, explosion , fire, power failure , water damage, storm, lightning, nuisance calls or by any other reason or any other cause beyond Service Provider's control, except ordinary wear and tear from the commencement date of this agreement or equipment not under thyssenkrupp service 44 Do your warranties cover the expense of technicians' travel time and mileage to perform warranty repairs? Yes , it does cover the expense of technicians ' travel time and mileage to perform warranty repairs 45 Are there any geographic regions of the United States (and Canada , if applicable) for which you cannot provide a certified technician to perform warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair? No, thyssenkrupp can provide a certified technician in all regions. 46 Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? thyssenkrupp Elevator will cover warranty service or proposed installed and maintained or under service by thyssenkrupp. 47 What are your proposed exchange and return programs and policies? No, thyssenkrupp does not exchange or return parts or equipment 48 Describe any service contract options for the items included in your proposal. . thyssenkrupp elevator is flexible in contract negotiation to meet the need of the member. Belo are the four major contract variation, all contract levels meet code compliance. Bronze . Gold . Platinum . Platinum Premier ***Please see attachment with Service Level Explanations*** Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Table 10: Payment Terms and Financing Options Line Item Question Response • . 49 What are your payment terms (e .g., net 10, net 30)? . Service : Typically , we will bill monthly or quarterly in advance . Payment is expected NET 30 . . Repair: 50% upon award, 50% upon completion of the work . . Construction : Progressively in line with percentage of completion . 10% retainage . . However, with advanced notice we can accommodate most any billing and collection terms . Our local branch will send invoices to the location/member. National Accounts also has a consolidated billing option as well as a Web-Billing department. No fees are associated with any of these options . 50 Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions? No , we do not provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions 51 Briefly describe your proposed order process. Include enough detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template . For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the Sourcewell participating entities' purchase orders. All orders are processed through our local branch. Orders are not taken through a public ordering system. Orders are placed internally and tracked by our system . All payment invoicing and collections tracking are performed by an Oracle system locally and nationally , and at this time we are unaware of any limitations. We are currently reporting quarterly to Sourcewell and have no issue to date All requests are made to the National Account POCs, that way they can be tracked accordingly and distributed to the correct branch for activation and response . 52 Do you accept the P-card procurement and payment process? If so, is there any add itiona l cost to Sourcewell participating entities for using this process? Our local branch will send invoices to the location/member . National Accounts also has a consolidated billing option as well as a Web-Billing department. No fees are associated with any of these options.. Credit Card Payments as well . Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP , the template Contract, and the Sourcewell Price and Product Change Request Form. Line Item Question Response • • . . . . 53 Describe your pricing model (e .g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response . If appli cable , provide a SK U for each item in your prop os al. Upl oad your pricing materi als (if applicable) in the document upload section of your response . The Pricing attachment is a Not to Exceed Pricing Schedule ***See Pricing Schedule*** . Sourcewell Billing Rates 2020 RFP #1080420 . Sourcewell Not to Exceed Pricing 2020 RFP #1080420 54 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 20% lower than posted National pricing 55 Describe any quantity or volume discounts or rebate programs that you offer. Based on individual volume by member, additional discounts can be negotiated by the local branch 56 Propose a method of facilitating "sourced " products or related services, which may be referred to as "open mari<:et" items or "nonstandard options". For example, you may supply such items "at cost' or "at cost plus a percentage," or you may supply a quote for each such request. Based on individual volume by member, additional discounts can be negotiated by the local branch . Materials purchased for out of scope wori<: sold to the customer will have a mari<:up capped at not to exceed 30% 57 Identify any element of the total cost of acquisition that is NOT included in the pricing submitted with your response . This includes all additional charges associated with a purchase that are not directly identified as freight or shi pping charges. For example , list costs for items like pre- del ivery inspecti on, installation , set up, mandatory tra ining, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. No additional cost for standard contract services 58 If freight, delivery, or shipping is an additional cost to the Sourcewell participating entity, describe in detail the complete freight, shipping, and delivery program. For items not co vered by the ag reement additional shipping charges to expe dite may be accessed 59 Specifically describe freight, shipping, and delivery terms or prog rams available for Alaska , Hawaii, Canada, or any offshore delivery . No change for these locations 60 Describe any unique distribution and/or delivery methods or options offered in your proposal. Does not apply Table 12: Pricing Offered Line Item The Pricing Offered in this Proposal is: • Comments 61 d. other than what the Proposer typically offers (please describe). Is a not to excee d matrix based on union labor rates by location across North Ame rica and at a 20% re duction of our nationally posted rates . -• See Attached NTE Billable rates Pricing document**** Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator Do cu Sign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Table 13: Audit and Administrative Fee Line It.em Question Response ' . 62 Specifically describe any self-audit process or program that you plan to employ to verify comp liance with your proposed Contract with So urcewell. This process Includes ensuring that Sourcewell participating entities obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper adm inistrative fee to Sourcewell. A singular point of contact in the National Accounts Department has been established to coordinate with the local branches to ensure that pricing meets the requirements of the master agreement. Should the member request an additional audit, the request would be made through that point of contact to verify in document compliance from the local branch. All contract before submission are review by National Accounts and our Vice Presidents of contract along with our account receivable department to ensure pricing is contract compliant and that the proper reporting will be made to Sourcewell. 63 Ide ntify a prop os ed adm in istrati ve fee tha t yo u will pay to Source well for facili ta ti ng, ma naging, and prom oting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details .) A 4% administrative fee will be paid on new installation, modernizations, quoted repair and regular and routine maintenance services. Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response 64 Provide a detailed description of the equipment, products , SoundNet, our on-site 24f7 dispatch center, monitors elevator and services that you are offering in your proposal . telephones , dispatches service calls and answers phone calls for of offices across the U.S. and Canada. SoundNet serves Thyss en Krupp El evator and its affiliates 365 days a year. Manufacturing : thyssen krupp Elevator manufa cture Hydrau lic, traction , dumbwaiters and escalator vertical transportation . New Installation : tractions, hydraulic, mrl escaltoprs moving wsalks ect/.. Modernizations: thyssenkrupp Elevator is fully capable to modernize all types of vertical transportation . Parts and Supplies : Our local offices have immediate access to normal wear & tear components and 24f7 turnaround on many non-stock items. Additionally, (ITS) International Technical Services in Dallas, TX provides direct board and drive repair /exchange capabilities. Having this "internal component" is both unique in our industry and critical to maintaining a high level of equipment availability. Service : thyssenkrupp Elevator provides local and national service for all vertical transportation systems Consulting : Sile Audits for contract compliance and Capital Planning . 65 Within this RFP category there may be subcategories of Modernization solutions . List subcategory titles that best describe your New Installation products and services. Site Reviews Capital Planners Telephone Monitoring Repair Vertical Transportation Maintenance Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator DocuSign Envelope ID : 0190E2F0-B881 -4082-8FF6-35816E1581 A5 Table 148: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products , and services are offered with in your proposal. Provide additional comments in the text box provided , as necessary . Line Item Category or Type Offered• Comments ' . ~ ' . . 66 Elevators r. Yes r No All models and manufacturers 67 Escalators r. Yes r No All models and manufacturers 68 Moving Walkways r. Yes r No All models and manufacturers 69 Dumbwaiters r. Yes r No All models and manufacturers 70 Wheelcha ir, vertical and inclined platfom, lifts r. Yes r No All models and manufacturers 71 Installation, modernization, preventative maintenance services, emergency and on-call response services , repair, inspection , and warranty services. Explain, in detail , in the Comments section. r. Yes r No All models and manufacturers 72 Supplies , parts , and accessories related to items 66-70 above. r. Yes r No If currently be ing maintained by thyssenkrupp Table 15: Industry Specific Questions LineItem Question Response 73 If you are awarded a contract, provide a few examples of internal metrics that will be tracke d to measure whether you are having success with the contract. Proposed vs Award Growth by Number of units Growth by number of customers Client satisfaction surveys 74 Describe how your compa ny offe ri ngs conform to industry model safety and perfom,ance cod es and standards. Provide, if applicable , ISO and industry-specific quality management system certifications . ... Please see Attached Osha Reports and As you r service pro vider, we build safety in to everything we do . By meeting or exceeding national and local eleva tor codes for our equipment, we maintain a safe environment for your passengers as well as our technicians. Through our expertis e and training, we identify and eliminate potential hazards. We also stay current with the latest: • Service standards and processes • Equipment inspections and certifications • Construction and installation standards By partnering with thyssenkrupp, you can count on us to provide safe and reliable vertical transportation to the riding p ublic. 75 Describe the process of design , engineering , installation , and inspection at a project level. Please refer to the Attached PDF Elevator Product Guide. It includes descriptions on thyssenkrupp engineering project levels. Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E1581A5 76 Describe, in detail, your approach to providing both maintenance and repair for your units in service . thyssenkrupp approach to providing both maintains and repair to system under service is both proactive and predictive maintenanc3e. Years of identifyi ng failure rates for individual components gives us the ab ility to adjust reoccurring maintenance of those component or to replace the components before failure. Unfortunately in some cases a repa ir will need to be made where -a unit is not operating , Because of our information data base we are well stocked with those components / parts locally and nationally to have the unit operational as soon as possible ' 77 Describe the manufacturing process or material specifications- related attributes that differentiate your offering from your competitors. ***Please See Attached Document -Quality Supplier and Simplifying our Strategy*** 78 Describe the applications for your product in the government, education, and non-profit verticals. Our Product applications do not differentiate Verticals 79 Discuss the breadth of your parts inventory and the ability that your service and/or maintenance team will have the necessary replacement parts readily available . ITS offers the latest in diagnostic tools, troubleshooting support , PC board repair and technical training computer boards can be on site in less than 24 hours . In addition to servici ng thyssenkrupp elevators , our ITS-tra ined technicians are knowledge able on a variety of manufacturers' units, including Otis, Schindler, KONE, Westinghouse, Montgomery, Haughton, U.S. Elevator and many others. In fact, over one third of the elevators serviced by thyssenkrupp are manufactured by our competitors. Each branch has, in addition to technicians, mechanics and helpers, an adjuster that can troubleshoot all issues that are complex or of great detail is on site at each of the over 135 branches across the Unites States. The average tenure of our mechanics is 12.5 years. The majority of our mechanics have been in the field between 15 and 20 years. Most replacement parts are stored at the branch or in our technicians' trucks. If the repair is a larger part thyssenkrupp usually has a turnaround time of 72 hours to get the replacement part depending on the issue . 80 Describe your product line in terms of sustainability and recycling . Sustainability is embedded in the strategies, policies and business practices of ThyssenKrupp Elevator Americas. We strive to create a culture that fosters greener solutions for every aspect of our business, from daily operations to the materials we use in our products . By implementing the right actions today , we are making a better world for tomorrow. Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided . 2 . Documents should NOT have a security password , as Sourcewell may not be able to open the file. t is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file . If the zipped file contains more than one (1) document, ensure each document is named , in relation to the submission format item responding to . For example , if responding to the Marketing Plan category save the document as "Marketing Plan ." • Financial Strength and Stability -thyssenkrupp 2018-2019 Financial Report Question 9 -Copy.pdf-Friday July 31, 2020 01 :30 :59 • Marketing Plan/Samoles -Question #32 Marketing Plan Docs.zip -Friday July 31, 2020 01 :32:33 • WMSE/l\118.E/SBE or Rela ed Certifica es -Question #40 thyssenkrupp Elevator Corporation MBE-WBE-DVBE Participation Program .doc.docx -Friday July 31, 2020 01 :33 :01 • Warranty I nforrnation -Question #48 Warranty-Service Contract Options.zip-Friday July 31, 2020 01 :33:24 • Pficmg -Pricing Question #51 .zip -Friday July 31, 2020 01 :36:09 • Additional Document -Sourcewell RFP 080420 Bid Documents .zip-Friday July 31, 2020 01 :44 :35 Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Proposer's Affidavit PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance : 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired . 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products , or services under any resulting contract. 8 . The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders , or means that are acceptable to Sourcewell Members. Unless otherwise agreed to , the Proposer must provide only new and first­ quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10 . The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11 . Proposer its employees, agents, and subcontractors are not a. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Bid Number: RFP 080420 Vendor Name: thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Assets Control of the United States Department of the Treasury found at: https://www .treasury.gov/ofac/down loads/sdnllst.pdf; b. Included on the government-wide exclusions lists in the United States System for Award Management found at: h ttps :/Jwww . sam . aov/001tal/3 ; or c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. P' By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. -Jeff Jaudes , National Account Manager, thyssenkrupp Elevator The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r. No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. I have reviewed the File Name below addendum and attachments (if Pages applicable) Addendum_1_Elevators, Escalators, and Moving Walks_RFP _080420 Wed June 17 2020 01 :48 PM Bid Number: RFP 080420 Vendor Name : thyssenkrupp Elevator DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Exhibit C-City's Project Details DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization Proposal Proposal # ACIA-1X7EXOP TKElevatorSourcewell ~ , · Elevators, Escalators, & ::\foving Walks Awarded Contract :!080420-TKE Maturity Date: 08/28/2024 April 1, 2022DPU O&M Facility -Passenger Elevator Purchaser: CITY OF FRESNO Location: DPU O&M Facility Address: 2600 Fresno St Address: 1626 E St Fresno, CA 93721-3620 Fresno, CA 93706-2006 TK Elevator Corporation (hereinafter "TK Elevator") is dedicated to delivering (hereinafter "Purchaser") the safest, highest quality vertical transportation solutions. I am pleased to present this customized Proposal (the "Proposal") in the amount of $160,258.00 inclusive of all applicable sales and use taxes to modernize the 47 years old elevator equipment described in the pages that follow at the above-referenced location. Here is the breakdown: • Passenger Elevator: $ 157,890.00 • Bonds: $ 2,368.00 • Total with Bonds: $160,258.00 Our modernization package is engineered specifically for your elevator system and will include the elevator mechanical and electrical components being replaced, refurbished or retained. This Proposal shall remain in effect for the next forty-five (45) 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 the possibility that TK Elevator may be subjected to increased charges by its suppliers for any of the applicable materials and/or components due to the imposition of new or increased taxes, tariffs, or other charges imposed by applicable governmental authorities or the possibility that the work described in this Proposal is not completed by December 31, 2022. 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, Steve Boisvert Mod Sales Rep, steye.boisve ,@t elevator .co m , +1 (916) 813-9668, Fax (866) 572-2888 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization Proposal SCOPE OF WORK Grouping Name: Passenger Equipment Type: Hydraulic Speed: 125 fpm 3 Stops (3 Front /0 Rear) Capacity: 2000 lbs. Units Included Building Nickname OEM Serial# TKESerial # Legal ID Passenger 58808 Description of Work Controller -Tenant Security 3-1 (Card Reader with override switch) -TAC 32 Controller (Includes Options listed below) -eMax Monitoring Device Provisions -Battery Lowering in Controller -Seismic Features -Solid State Starters (6 or 12 leads) 460 / 575 VAC Power Unit -EP-95 Power Unit (Submersible) -Seismic Requirements for EP units -Viscosity Control (Required over 150 FPM) -Biodegradable oil (Citgo NZ) -2" Shutoff Valve Kit -Overspeed Valve Kits for 2" (less than 150 GPM) -Oil Line Piping Refurbish Jack -Pipe Stands -Packing Car -21" Toe guard -Fan: Two Speed -Car Top Exit Switch -Cab Wiring Material (200MK1) Hoistway -HN Boxes (per each 2 cars, grouped) 2021-2-1194647 I ACIA-1X7EXOP I April 1, 2022 2 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization Proposal -Steel Tape with Mounting hardware, Selector and magnets (terminal limits included) -TAC 32 Field Friendly Wiring Package Includes single traveling cable, hoistway wiring, interlock wiring, interlock connectors, and serial wiring. -Additional Hoistway Wiring for TAC 32 with Remote Machine Room Pit -Pit Stop Switch -2" Shutoff Valve Kit Cab -Car Door (SSSS, #4 SIS (441)) -New cab Interior Model Nassau Door Equipment -LD-16 Plus Door Operator with Complete carside equipment (FRONT) • includes Adapter kit (Tracks & Hangars), Clutch (w/ Car Door Lock latch & contact), & Car Top Inspection station (w/ alarm signal) -Micro Light (Front) -Closer -Hanger Rollers -Interlocks -Pick Up Rollers -Gibs Car Fixtures -Main Car Station Includes Options Below • Applied Panel -Debranded Car Station (No Logo) -Vandal Resistant Floor Buttons -Standard Braille Plates for Car Features -Standard Key Switch Package • Fan • Light • Independent • Stop • lnspection/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 -No Smoking (Engraved) 2021-2-1194647 ( ACIA-1X7EX0P I April 1, 2022 3 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization Proposal -Locked Service Cabinet -Certificate Window -Default Engravings -GFI Outlet -#4 Stainless Steel Finish (441) -Emergency Light Test Button (constant pressure) -Car Riding Lantern (Standard) #4 SIS (441) Hall Fixtures -Fire Service Phase I Key Switch -Fire Service Phase I Engraved Instructions -Hoistway Jamb Braille (Pair of Standard)(# of Floors) -Car Identification Plate for Main Egress Floor (Section 2.29) -Hoistway Access Switch (Standalone) -Hall Stations (Surface Mounted) with • Appendix O (Polycarbonate insert flame with engraved verbiage) • Fusion (#4 SIS (304)) 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 4 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization Proposal 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 5 Weeks (from receipt of all approvals, fully executed contract, Material Release Form and initial progress payment) Modernization of elevator system (Per Unit): 6-8 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 508" 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. 258" of the price set forth in this Proposal as modified by options selected from the section entitled "Value Engineering Opportunities & 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. 258" 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. 2021 -2-1194647 I ACIA-1X7EXOP I April 1, 2022 5 DocuSign Envelope ID: 0190E2F0-8881-4082-8FF6-35816E1581A5 Modernization Proposal 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 1001Y 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: $160,258.00 Initial progress payment: (501Y) $80,129.00 Material furnished: (251Y) $40,064.50 Total of remaining progress (251Y) $40,064.50 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, 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 6 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 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 This 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 958' 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; 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 7 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization Proposal 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; 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 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 8 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization Proposal 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. Worklng 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. 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 9 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Modernization Proposal 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. 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 ofTK 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. 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 10 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E1581 A5 Modernization Proposal 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 (loT) 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. 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 11 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization Proposal TIC: 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. Purchaser is responsible, in addition to the Proposal price, to pay TK Elevator for any additional (or any increase in) applicable taxes, tariffs, duties, permit and/or license fees imposed upon TK Elevator after the date of acceptance of this Proposal by any governmental authority or by any of TK Elevator's suppliers of the materials and/or components required in connection with this Proposal. 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. 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 12 DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Modernization 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 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, inter est 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 i n 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. 2021 -2-1194647 I ACIA-1X7EXOP I April 1, 2022 13 DocuSign Envelope ID: 0190E2F0-8881-4082-8FF6-35816E15B1A5 Modernization Proposal 10. Project Clarifications a. The machine room (Elevator Room) is in the basement and is not fully enclosed. A fence is installed around the elevator equipment. A visit with an OSHA inspector is required to identified modifications needed to pass inspection after the modernization project. Changes to the machine room are not included in this proposal and will be addressed via change order. b. For elevator modernization projects, each elevator cab will be weighed prior to the start of the modernization process of each individual unit. If the existing cabs are over 581 of the allowable weight and contracted capacity as noted on the original crosshead data tag and/or the elevators are out of balance, any additional scope of work to make code compliant will be determined on an elevator by elevator case basis and a change order for this work will proposed accordingly. In addition, TK Elevator will not be responsible for any building structural items due to elevator exceeding the 581 allowable weight nor the under-sizing of the equipment proposed using the crosshead data tag information. Should additional or higher-rated equipment be required due to a discrepancy in the actual vs. car top crosshead data tag, additional cost may apply and will be provide9 via change order. c. The hydraulic jack and rails shall be retained. If any work is required on retained equipment, a change order will be provided detailing additional required scope and pricing. d. Related Work by Other Trades: 1. Any required work by others/related work is not included in the TK Elevator base proposal/bid unless otherwise clarified. In addition, any list provided by TK Elevator for such work will be made part of the project agreement documents. The following is a partial list of the major items which are typically required as part of the related work/work by others: a. Fire-life-safety equipment including smoke detector heads, sprinkler head removal, shunt trip requirements or any other trades that have equipment tied into the elevator system will be responsible for any wiring, conduit and the controls outside of the elevator equipment rooms. b. Auxiliary and mainline lockable, 3-phase and fused disconnects, including all wiring, true earth grounding, piping or conduit to the machine rooms including pipe and wire runs from disconnects to the controllers, phone lines to each controller, a 110V ac dedicated line to each controller with a lockable on/off toggle switch are by others. c. Dewatering and sealing of pits is not included with TK Elevator's bid/proposal. d. Conduit runs to any fire, lobby, or other building panel shall be provided by others. If an existing conduit run(s) is to be reused, unobstructed access shall be provided to pull box(es). e. Any cutting, coring and patching required is by others and not included in our bid. f. If beveled edges in the elevator hoistway are present work to modify to existing code standards will be done by others. g. The Purchaser must provide a legal machine room, adequate for the elevator equipment, including floors, trap doors, gratings, foundations, lighting and a machine room temperature maintained between 50 and 90 degrees Fahrenheit, with a relative humidity less than 9581 non-condensing (mechanical AC/ventilation is strongly recommended); h. Telephone service to the property is required by Code (must be a dedicated line for each elevator and monitored 24 hours a day, seven (7) days a week -instrument in cab by TK Elevator 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 14 DocuSign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E1581 A5 Modernization Proposal 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 Sixty Thousand Two Hundred Fifty Eight Dollars ($160,258.00) 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. TK Elevator Corporation Management Approval (Purchaser): By:By: (Signature of Authorized Individual) (Signature of Branch Representative) Daniel Opfer Branch Manager (Print or Type Name) (Print or Type Title) (Date of Acceptance) (Date of Execution) 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 15 DocuSign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E15B1A5 TIC: SCHEDULING AND PRODUCTION REQUEST FOR PAYMENT Please Remit To: TK Elevator PO Box 3796 Carol Stream, IL 60132-3796 CITY OF FRESNO 2600 Fresno St Fresno, CA 93721-3620 Date Terms Reference ID Customer Reference#/ PO November 29, 2021 Immediate ACIA-1X7EX0P Total Contract Price: $160,258 .00 Initial progress payment: (50&' ) $80,129.00 For inquiries regarding your contract or services provided by TK Elevator, please contact your local account manager at +1. To make a payment by phone, please call 678-965-8134 with the reference information provided below. Current and former service customers can now pay online at: https://secu re.b ii It rust. com /thyssenkru poelevator/ig/one-tim e-oay me nt Thank you for choosing TK Elevator. We appreciate your business. Please detach the below section and provide along with payment. Customer Name: CITY OF FRESNO Remit To: Location Name: DPU O&M Facility -1626 E St., TK Elevator Fresno PO Box 3796 Customer Number: 139347 Carol Stream, IL 60132- 3796 Quote Number: 2021-2-1194647 Reference ID : ACIA-1X7EX0P Remittance $80,129.00 Amount: 2021-2-1194647 I ACIA-1X7EX0P I April 1, 2022 DocuSign Envelope ID : 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Exhibit D -City's Insurance and Indemnity DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 Insurance and Indemnity Indemnification. To the furthest extent allowed by law, Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees , agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in Contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City , Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses) , arising or alleged to have arisen directly or indirectly out of performance of this Contract. Contractor's obligations under the preceding sentence shall apply regardless of whether the City or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the negligence, or by the willful misconduct, of the City or any of its officers, officials, employees, agents or volunteers. Neither party shall be liable for loss of income or loss of revenue. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees , agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. Insurance. (a) Throughout the life of this Agreement, CONTRACTOR shall pay for and maintain infull force and effect all insurance as required in Exhibit D with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by City's Risk Manager or designee at any time and in his/her sole discretion. The required policies of insurance as stated in Exhibit D shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, CONTRACTOR or any of its subcontractors\sub-consultant fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to CONTRACTOR shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve CONTRACTOR of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification receivedby City that an insurer has commenced proceedings, or Page 45 of DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 has had proceedings commenced against it, indicating that the insurer is insolvent. The fact that insurance is obtained by CONTRACTOR shall not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of CONTRACTOR, its principals, officers, agents.employees, persons under the supervision of CONTRACTOR, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. (c) If CONTRACTOR should subcontract all or any portion of the services to be performed under this Agreement, CONTRACTOR shall require each subcontractor/sub-CONTRACTOR to provide insurance protection, as an additional insured, to the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms ofthis section, except that any required certificates and applicable endorsements shall be on file with CONTRACTOR and City prior to the commencement of any services by the subcontractor. CONTRACTOR and any subcontractor/sub-consultant shall establish additional insured status for City, its officers, officials, employees, agents, and volunteers by using Insurance Service Office (ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as : 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of Insurance." 2 . The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1-Any Auto). If personal automobile coverage is used, the CITY, its officers, officials, employees, agents and volunteers are to be listed as additional insureds. 3 . Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Page 46 of DocuSign Envelope ID: 0190E2F0-8881-4082-8FF6-35816E15B1 AS MINIMUM LIMITS OF INSURANCE CONTRACTOR, or any party the CONTRACTOR subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $10,000,000 general aggregate. 2 . COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits. 4. EMPLOYER'S LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. UMBRELLA OR EXCESS INSURANCE In the event CONTRACTOR purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS CONTRACTOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and CONTRACTOR shall also be responsible for payment of any self­ insured retentions. Page 47 of DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1 A5 OTHER INSURANCE PROVISIONS/ENDORSEMENTS The Commercia l General and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. CONTRACTOR shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 1O 11 85 or both CG 20 1O 10 01 and CG 20 37 10 01 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85. The additional insured coverage, utilizing CONTRACTOR'S endorsement, shall only apply to the extent any damages covered by the policy are determined to be caused by CONTRACTOR'S acts, actions, omissions or neglects consistent with the Indemnification provision contained in Exhibit D. 2. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3 . For any claims relating to this Agreement, CONTRACTOR'S insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees , agents and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, agents and volunteers shall be excess of CONTRACTOR'S insurance and shall not contribute with it. CONTRACTOR shall establish primary and non-contributory status for both ongoing and completed operations coverage by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. The Workers ' Compensation . Commercial General and Automobile Liability insurance policy are to contain, or be endorsed to contain, the following provision: CONTRACTOR and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers . All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to CITY . CONTRACTOR is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, CONTRACTOR shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, CONTRACTOR shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. Page 48 of DocuSign Envelope ID: 0190E2F0-B881-4082-8FF6-35816E15B1A5 Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The fact that insurance is obtained by CONTRACTOR shall not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of CONTRACTOR, its principals, officers, agents, employees, persons under the supervision of CONTRACTOR, vendors, suppliers, invitees, consultants, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS -If CONTRACTOR subcontracts any or all of the services to be performed under this Agreement, CONTRACTOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor( s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, CONTRACTOR will be solely responsible for ensuring that it's subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. VERIFICATION OF COVERAGE CONTRACTOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. In the event of a loss or claim, CONTRACTOR shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. Page 49 of Purchase Order 0000079818 CHANGE ORDER o· 15D3t C h via p.rm t City of Fresno Purchasing Division 2600 Fresno Street Room 2156 Fresno CA 93721-3622 Purchase Order Date Revision Page FRSN0 -000 0 0 7981 8 06/22/2022 l -06/22/2022 1 Payment Terms Freight Terms Ship Via Now FOB Destinat i on Best Wav Buyer Phone Currency J ames Jackson USD ( 559 )621-1332 FAX: ( 559 )488-1 069 Vendor: 0000008769 TK ELEVATOR PO BOX 933004 ATLANTA GA 31193-3004 Fax : 866-572-2888 ine-Sch ltem/Descri tl on 1-1 DPU O&M Facility -Passenger Elevator Modernization -Water 2-1 Contingency -Water 3-1 DPU O&M Facility -Passenger Elevator Modernization -Solid Waste 4-1 Contingency -Solid Waste Re Ship To : Water Division 1910 E. University Fresno CA 93703 Bill To: Water Division 1910 E. University Fresno CA 93703 lenlshm ent O ti on: Standard uantlt UOM PO Price 80,129.00EA 1.00 Schedule Total Item Total 7,500 . 00EA 1.00 Schedule Total Item Total 80,129.00EA 1.00 Schedule Total Item Total 7,500.00EA 1.00 Schedule Total Item Total Extended Amt 80,129.00 BO 129 . 00 80,129.00 0 . 00 0 . 00 0.00 80,129.00 80 129.00 0 0 , ,2 9 . 00 0. 00 0.00 0.00 Due Date 06 / 2 2 /202 2 CANCEL 06/22/2022 CANCEL Total PO Amount 160,258.0 ~ 1 ALL DELIVERIES MUST BE F O 8 DESTINATION UNLESS OTHERWISE SPECIF IED ABOVE lgna Uren f j 2. PACKING LI ST MUST ACCOMPANY ALL MERCHANDISE OELEIVERED ON THIS ORDER 3~ CITY OF FRESNO RESERVES THE RIGHT TO CANCEL THIS ORDER IF GOODS NOT SHIPPED AS DIRECTED l (_> Jc{C/t/.JrrL~ I 0./1M) .4. IF THIS PRODUCT CONTAINS ANY HAZARDOUS SUBSTANCE AS DEFINED BY THE STATE OF CALIFORNIA DIRECTOR OF INDUSTRIAL RELATIONS, A MATERIAL SAFETY DATA SHEET MUST ACCOMPANY DELIVERY, 5 PURCHASE ORDER NUMBER MUST APPEAR ON ALL PAYMENT AND DELIVERY CORRESPONDANCE Bond No. 246840 CITY OF FRESNO PAYMENT BOND PUBLIC WORK KNOW ALL MEN BY THESE PRESENTS: That TK Elevator Corporation as Principal (the Principal) and _ ___B_e_rk_l_e._y _ln_s_u_r_a_nce_---'C_o_m_.p_a_n__.y__________ _ as Surety (the Surety') are held and firmly bound onto the City of Fresno {the Obligee) in the just and full sum of $160,258.00 lawful money of the United States of America (said sum being equal to 100% of the estimated amount payable by the terms of the hereinafter described contract), for the payment of which, well and truly to be made, we hereby bind ourselves and ours, and each of our, heirs, executors, administrators, successors, and assigns, jointly and severally firmly by these presents. THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, That WHEREAS, the Principal has been awarded a contract for the following described work of improvement and is required by Obligee to give this bond in connection with the execution of the written contract therefor (insert brief description of work ofimprovement): WC00091 /GC00019 Cooperative Purchase Agreement DPU Passenger Elevator Modernization Fresno Bee Building (Proposal 080420-TKE) NOW, THEREFORE, if the Principal or subcontractors of the Principal shall fail to pay any of the persons named in the Section 9100 of the Civil Code, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant. or prevailing wages due and penalties incurred pursuant to Sections 1774, 1775, 1813, or 1815 of the Labor Code , or for any amounts required to be deducted , withheld, and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment lr,surance Code, with respect to the work and labor, the Surety will pay for the same, in an amount not exceeding the sum specified above. and also , In case su it is brought upon this bond, will pay , In addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the Obligee in successfull y enforcing this obligati on, lo be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. The benefit of this bond shall inure to any of the pernons named in Section 9100 of the Civil Code so as to give the right of action to those persons or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect. No extension of time granted to the Principal and no change, alteration or addition in any of the terms of the contract or any of the contract documents or the work to be performed thereunder, whether made after notice or not, shall release or otherwise affect the obligations of the Surety hereunder, and the Surety waives notice of any such extension, change, alteration or addition. The Surety, by the execution of this bond, represents and warrants that this bond has also been duly executed by the Principal a.nd proper authority, and the Surety hereby waives any defense which it might have by reason of any failure of the Principal to execute or properly execute th is bond. In witness whereof, this instrument has been duly executed by the Principal and the Surety above named, on the 7th day of June ;to~_. ; Berlki"t Insurance Co~ Cassan~ y-ln-faci No !ilg:,atu of City Attorney required. Standard Document #DPW-S 32.0 has been used without modification, as certified b the undersigned. APPROVE City Manag By: Title:_ __,,E"'x"'e-"'cu,,,,lc.::iv_,,e"-As=s""is,.,,ta,,_,n"'t'----------­ Department of Public Works Date: ----"~o!a--:::\_....:cs =-"'-d-"'--""'~'------ DPW-S 32 .0/03-2017 DPW NOFEO DIV I.pd! 1.22 rev. 04-21 NOTARY ACKNOWLEDGMENT OF SURETY: State of Connecticut County of Hartford ss. On this the 7th day of June , 20~,before me, Holly Buffam, the undersigned officer, personally appeared Cassandra Baez , known to me (or satisfactorily proven) to be the person whose name is subscribed as Attorney-In-Fact for Berkley Insurance Company , and acknowledged that s/he executed the same as the act of his/her principal for the purposes therein contained. In witness whereof I hereunto set my hand. HOLLY BUFFAM NOTARY PUBUC -CT 185822 My Commission Expires Feb. 2&, 2027Sis Notary Public Date Commission Expires: February 28, 2027 Holly Buffam Printed Name of Notary No. BI-10210i POWER OF ATTORNEY BERKLEY INSURANCE COMPANY WILMINGTON, DELAWARE NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereof. Please review carefully. KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office in Greenwich, CT, has made, constituted and appointed, and does by these presents make, constitute and appoint: Do1111a M. Pla11eta; Joshua Sanford; Aimee R. Perot1dille; Michelle Anne McMahon,· Kathryn Pryor; Alexis Apostolidis; Brya11 M. Canesclii; Jacqueline Susco; Bre11da11 Fletcher; Cassandra Baez,· Nicholas T11recamo; Rebecca Josephson; Gentry Stewart; Jennifer Godere,· or Amanda D'Angelo of Willis Towers Watso11 Northeast, I11c. ofHartford, CT its true and lawful Attorney-in-Fact, to sign its name as surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the exception of Financial Guaranty Insurance, providing that no single obligation shall exceed Fifty Million and 00/100 U.S. Dollars (U.S.$50,000,000.00), to the same extent as if such bonds had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office in their own proper persons. This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. This Power of Attorney is granted pursuant to the following resolutions which were duly and validly adopted at a meeting of the Board of Directors ofthe Company held on January 25, 2010 : RESOLVED, that, with respect to the Surety business written by Berkley Surety, the Chairman of the Board, Chief Executive Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant Secretary are hereby authorized to execute powers of attorney authorizing and qualifying the attorney-in-fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal of the Company to powers of attorney executed pursuant hereto; and said officers may remove any such attorney-in-fact and revoke any power of attorney previously granted; and further RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or other suretyship obligations specifically named therein, and they have no authority to bind the Company except in the manner and to the extent therein stated; and further RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney-in-fact named; and further RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any person or persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have ceased to be such at the time when such instruments shall be issued. Executive Vice President & Secretary WARNING: THIS POWER INVALID IF NOT PRINTED ON .BLUE "BERKLEY'' SECURITY PAPER. STATE OF CONN.ECTICUT) ) ss: COUNTY OF FAffiFillLD ) Sworn to before me, a Notary Public iu the State of Connecticut, this ollo~ay of~ -1--..:.......:=-=::i----' -=:.......;...;;.,.I....:. by Ira S. Lcd1mnan and Jeffrey .M. Hafter who are sworn to me to be the Executive Vice P resident · · e President, respectively, ofBerkley Insurance Company. MA.~b\~ty'-1~17:1~~F.ff CONNECTICUT M'r' COMMISSION EXPIRES Al'RIL ~O, 202 ◄ CERTJFJ.CAT:E 1, the undersigned., Assistant Sec.ret.ary ofBEIU(LEY INSURANCE COMPANY, .DO HEREBY CERTfFY that the foregoing is a true, correct and complete copy of the orjginal Pow~ of Attorney; that said Power of Attorney has not been revoked or rescinded and that lhe authority of the Al1omr.y-in-Fact set fo rth therein, who executed the bond or Lrndertaking lo whicl1 this Power of Attorney is attached , is in fbll force wd effect 11s oftbis date. .,., d G ivrn u•dor my h•00 ara! ,oal ofthe Compa ny, !his 1 -day of 0 -~; ~~;).. (Semi) _ _ _,___ ...µ,,....,,__0-d~------ Vincc.nt P. Forte Please verify the authenticity of the instrument attached to this Power by: Toll-Free Telephone: (800) 456-5486; or Electronic Mail: BSGlnquiry@berkleysurety.com Any written notices, inquiries, claims or demands to the Surety on the bond attached to this Power should be directed to: Berkley Surety 412 Mount Kemble Ave. Suite 310N Morristown, NJ 07960 Attention: Surety Claims Department Or Email : BSGClaim@berkleysurety.com Please include with all communications the bond number and the name of the principal on the bond. Where a claim is being asserted, please set forth generally the basis of the claim. In the case of a payment or performance bond, please also identify the project to which the bond pertains. Berkley Surety is a member company of W. R. Berkley Corporation that underwrites surety business on behalf of Berkley Insurance Company, Berkley Regional Insurance Company and Carolina Casualty Insurance Company. Bond No. 246840 Premium: $561.00 CITY OF FRESNO PERFORMANCE BOND PUBLIC WORK KNOW ALL MEN BY THESE PRESENTS: That TK Elevator Corporation as Principal (the Principal) and Berkley Insurance Company as Surety (the Surety) are held and firmly bound onto the City of Fresno (the Obligee) in the just and full sum of $160,258.00 lawful money of the United States of America ( said sum being equal to 100% of the estimated amount payable by the terms of the hereinafter described contract), for the payment of which, well and truly to be made, we hereby bind ourselves and ours, and each ofour, heirs, executors, administrators, successors, and assigns, jointly and severally firmly by these presents. THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, That WHEREAS , the Principal has been awarded a contract for the following described work of improvement and is required by the Obligee to give this bond in connection with the execution of the written contract therefor (insert brief description of work ofimprovement): WC00091/GC00019 Cooperative Purchase Agreement DPU Passenger Elevator Modernization Fresno Bee Building (Proposal 080420-TKE) NOW, THEREFORE, if the Principal shall well and truly do and perform each and all of the covenants, conditions, and agreements of said contract on the Principal's part to be done and performed, and any and all alterations thereof made as therein provided, at the lime and in the manner therein specified, and shall indemnify and save harmless the Obligee, its officers, officials, agents, employees and volunteers, as therein stipulated, then this obligation shall be null and void ; otherwise, it shall remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by Obligee in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. No extension of time granted to the Principal and no change, alteration or addition in any of the terms of the contract or any of the contract documents or the work to be performed thereunder, whether made after notice or not, shall release or otherwise affect the obligations of the Surety hereunder, and the Surety waives notice of any such extension, change, alteration or addition. The Surety, by the execution of this bond, represents and warrants that this bond has also been duly executed by the Principal and proper authority, and the Surety hereby waives any defense which ii might have by reason of any failure of the Principal to execute or properly execute this bond . In witness whereof, this instrument has been duly executed by the Principal and the Surety above named, on the~day of J •Jne , 20_22 . ~:~c TK ~levator Corporation Berkley Insurance Com pany ..., ~.. \ \ ~ (f~~ ---~----_,_~..,,_____ ___ __~ l"Jr, ,iwr,'i'-1/, Cassandra Baez Attorney-in-fact SURETY No signature of City Attorney required. Standard Document #DPW-5 22.0 has been used without modification, as certified by the undersigned . By: ~~tr/ Title:_~E=x=e=cu=t~lv~e~Ass~=is=ta=n~t__________ Department of Public Works DPW-S 22.0/03-2017 DPW NOFED DIV l.pdf 1.23 rev . 04-21 ...' NOTARY ACKNOWLEDGMENT OF SURETY: State of Connecticut County of Hartford ss. On this the 7th day of June , 20~, before me, Holly Buffam, the undersigned officer, personally appeared Cassandra Baez , known to me (or satisfactorily proven) to be the person whose name is subscribed as Attorney-In-Fact for Berkley Insurance Company and acknowledged that s/he executed the same as the act of his/her principal for the purposes therein contained. In witness whereof I hereunto set my hand . HOLLY BUFFAM NOTARY PUBUC · CT185822 My Commission Expires Feb. 28, 2027 ' Date Commission Expires : February 28 , 2027 Holly Buffam Printed Name of Notary Sig~f Notary Public No. BI-10210i POWER OF ATIORNEY BERKLEY INSURANCE COMPANY WILMINGTON, DELA WARE NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereof. Please review carefully. KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office in Greenwich, CT, has made, constituted and appointed, and does by these presents make, constitute and appoint: Do11na M. Pfa11eta; Joshua Sanford; Aimee R. Pero11dilre; Micl,elle A1111e McMal,011; Katl,ryn Pryor; Alexis Apostolidis; Bryan M Ca11eschi; Jacqueline Susco; Bre11dan Fletcher; Cassandra Baez; Nic/zofas Turecamo; Rebecca Josep/zson; Gentry Stewart,· Jennifer Godere,· or Amanda D'Angelo of Willis Towers Watson Northeast, Inc. ofHartford, CT its true and lawful Attorney-in-Fact, to sign its name as surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the exception of Financial Guaranty Insurance , providing that no single obligation shall exceed Fifty Million and 00/100 U.S. Dollars (U.S.$50,000,000.00), to the same extent as if such bonds had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office in their own proper persons. This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without g iving effect to the principles of conflicts of laws thereof. This Power of Attorney is granted pursuant to the following resolutions which were duly and validly adopted at a meeting of the Board of Directors of the Company held on January 25, 2010 : RESOLVED, that, with respect to the Surety business written by Berkley Surety, the Chainnan of the Board, Chief Executive Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant Secretary are hereby authorized to execute powers of attorney authorizing and qualifying the attorney-in-fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal of the Company to powers of attorney executed pursuant hereto ; and said officers may remove any such attorney-in-fact and revoke any power of attorney previously granted; and further RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or other suretyship obligations specifically named therein, and they have no authority to bind the Company except in the manner and to the extent therein stated; and further RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney-in-fact named; and further RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any V) person or persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have ~~ ceased to be such at the time when such instruments shall be issued. ~ 5 0 0.... i:: ell IN \VITNESS WHERE OF, the Company has caused these presents ~ . be signed and attested by its appropriate c,fficers and its 0.-'G·-(.) corporate. sea111ereunto affixed this oU:>i'aay of__J...JJ.....,1:,,,-""""'--' ~ I . ..... ro e .n ~ C) Attest -..i:: ~r @ 0 . (Seal) By . By ,... -0 tr:t'S .~ ~~1:'--1,+.=-c,.r--..L.:..-'--Hl-·fl-'-'------C)0 !J) ·-!J)'u 0 Executive Vice Presidenl. & Secretary::, .D -g E WARNING: THJS POWER INVAUD IF NOT PRINT.ED ON BLUE "BER](LEY'' SECURITY PAPER..... C) 0. !J) '1J ·-.... E STATE OF CONNECTICUT) -0 0 ) ss:ll.) .....N ...., ·-0 COUNTY OF FAIRFillLD )0 .D ..i:: CJ 't= ..i::..., ..... Sworn (:o before me, a Notary .Public in. the State of Connecticut, this ~/o~ay of --~'-· by Ira S. Lcdcnnan ro ..... and .lcttrey M. Hafter who are SWC)rn to me to be the Executive Vice P residen t _--J--=--==~--' • · e Preside11l, respectively ofBerkley Insurance Company I.IA.AIAC ALlfllnA ll'<EN i:: ro ~~ ' • • NOTARY PURI IC i:: ~ CONNECTICUT <( i:: MV COMMISSION EXPIRE9 I o Al'fllL ao, 202 ◄c.,~ . CERTTFJ.CATEz~-·-I, the undersigned., Assistant Secretary ofBElU(LEY INSURANCE COMPANY, DO HEREBY CERTffY that the foregoing is aZ t (Ms~ ~ true, con-cct and complete copy of the original Pow~ of Attorney; that said Power of Attorney ha:; not been revoked or rescind ed ;mcl that !he authority of the Attorney-in-Far.t set forth therein, who executed the bond or undertaking lo which th is Powe r of~-5 Attorney is attc1ched , is in fil l! fo rce and effect .is oftbis d ate. -r:.,.. Given uod.,-my ha,J ood ~ ,I ofth, Compaoy, [hi, --2.::_ day of ~-.:~ ;LO J. a . (Seal) _ __ Vincent P. Forte Please verify the authenticity of the instrument attached to this Power by: Toll-Free Telephone: (800) 456-5486; or Electronic Mail: BSGlnquiry@berkleysurety.com Any written notices, inquiries, claims or demands to the Surety on the bond attached to this Power should be directed to: Berkley Surety 412 Mount Kemble Ave. Suite 310N Morristown, NJ 07960 Attention: Surety Claims Department Or Email : BSGClaim@berkleysurety.com Please include with all communications the bond number and the name of the principal on the bond. Where a claim is being asserted, please set forth generally the basis of the claim. In the case of a payment or performance bond, please also identify the project to which the bond pertains. Berkley Surety is a member company of W. R. Berkley Corporation that underwrites surety business on behalf of Berkley Insurance Company, Berkley Regional Insurance Company and Carolina Casualty Insurance Company. Job of File No. WC00091 /GC00019 City of Name or T itle of Job . Cooperative Purchasing Agreeme nt DPU Passenger Elevator Modernization l=RIESt~ Department No. _ _____ _ _____ _ _____ _ FAIR EMPLOYMENT PRACTICES COMPLIANCE REPORT 1. Name and Address of Contractor PRIME[X] SUB[ I TK Elevator, 3711 W Swift Ave, Fresno, CA 93722 2 . Have you established a company-wide employment policy to assure that equal employment opportunity is given to all persons without regard to race , religious creed , color, national origin , ancestry, physical disability, mental disability , medical condition, marital status, sex, age, sexual orientation or on any other basis prohibited by law? 3 . Have you notified all supervisors, foreman and other personnel officers in writing of the contents of the anti-discrimination clause and their responsibilities under it? 4 . Have notices setting forth the provisions of the Fair Employment Practice Section used in City of Fresno Contracts been posted in conspicuous places available to employees and appl icants for employment on this Project? 5. Have each ofthe Company's employee referrals including unions, employment agencies, advertisements, Department of Employment, etc., been notified of the contents of the anti-discrimination clause? 5a . Has this been done in writing? 6. Has each employee referral advised the Company that it will refer all qualified applicants for employment to the Company without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition , marital status , sex, age, sexual orientation or on any other basis prohibited by law? 7. Has a collective bargaining agreement or other contract or understanding been made with a labor union (or unions) which covers the performance of any work or supplying of any materials under this Contract? 7a . Do you operate under an Association Master Labor Agreement? If your answer is ''yes", state the name of the Association. IEUC Local #8Are copies of those agreements on file with the City? [ ]Yes [)dNo With whom? Yes No X X X X X X X X 7b . If you do not operate under an Association Master Labor Agreement then indicate what steps you have taken to attempt to develop an agreement which will: (1) S pell out re sponsibilities for nondiscri mi nati on in hiring , refe rra l, upg rad ing and training . (2) Otherwise implement an affirm ati ve anli-<ll scri minatlori pro gram in term s of the unions' specific area of skill and geography, to the end that qualified mino ri ty w orkers will be available an d given an equal opportunity for employment. In addition, if you have reached such an agreement, attach a copy of the provisions thereof which bear on (1) and (2) above. 8. Have you encountered any opposition to the anti-discrimination clause by individuals, firms or organizations? X If your answer to No. 8 is "Yes", identify the individual, firm or organization and briefly describe the nature of the opposition . 9. Check principal sources DEPT OF EMP . EMP. AGENCIES DIRECT HIRING UNIOK OTHER for employee referrals. 15. Const. Workers b. Other W orkers 10. The following person or persons are responsible for determining whom to hire or whether or not to hire workers on this particular Project : Brian Hodges, Modernization Operation Manager QUESTIONS 11 THROl,JGH 13 TO BE FILLED OUT BY PRIME CONTRACTOR ONLY: 11 . Have you awarded any subcontracts for work covered by your Contract? X X12. Have the anti-discrimination provisions been included in each of said subcontracts? 13. Have all such Subcontractors been instructed to file compliance reports and have they been furnished with report forms? X 14. Dated this 3 day of June 2022 at Etesoo , CA (City and State) 15 . I declare under penalty of perjury under the laws of the Stale of California that the foregoing is true and s'teue 8 oi~ue14correct. (Contractor) DPWNOFED DIV l .pdf 1.20 rev. 04-21 FAIR EMPLOYMENT PRACTICES COMPLIANCE REPORT (continued) INSTRUCTIONS TO CONTRACTORS This Compliance Report is required by the Fair Employment Practices provisions of City of Fresno Contracts for the supplying of work, materials, or both. This report is to be completed in its entirety for each prime Contract and all first tier subcontracts. The reports shall be submitted to the City after award of the Contract and prior to Notice to Proceed . Additional sheets of paper may be attached if necessary to submit explanations or further information. If the answers to any of the questions indicate non-compliance with the anti-discrimination provision of the Contract, a brief explanation of such answer must accompany the report. It shall be the further responsibility of the Contractor to keep the information contained in the compliance report current and should there be changes in the Contractor's agreements with employee referrals , including unions or in the individuals responsible for hiring , etc., which would change the answers submitted by the Contractor in his or her original questionnaire, the Contractor should file a supplementary report containing revised answers to the applicable questions. Such changes from the original report are to be submitted in duplicate. Upon completion of the Contract the Contractor must submit a final statement of compliance i ncluding statements that the original compl iance report was submitted, that any changes in the original report were reported , and that the requirements of the Fair Employment Practices section were complied with during the Contract. If such a statement cannot be submitted in its entirety, a statement along the same lines with the exceptions noted must be submitted. The City may require submission of additional information or reports on compliance at any time. FINAL STATEMENT OF FAIR EMPLOYMENT PRACTICES COMPLIANCE FA00028 -City Hall Elevator Modernization and Rehabilitation Project. Proposal No. 80420 The undersigned is responsible to see that the Contractor has complied with the Fair Employment Practices section of the City of Fresno Contract indicated above. The original compliance report was submitted and no changes or additions to the original report became known to the Contractor or the undersigned except as noted below. The Contractor, in performance of the Contract, to the best of my knowledge, complied with said section of the Contract, except as noted below. JuneDated this ___ 3 day of___________, 20~2, at ___F_re_s_n_o_,C_A_________ City and State Changes or additions to the original compliance report City By______ __________ Title _______________ Deviations from compliance _________ Contractor TK Elevator cfteue 80,~uel"tBy________________ Title__M_o_de_r_n_iz_a_ti_o_n_D_e_p_a_rt_r_m_e_n_t___ DPW NOFED DIV I.pelf 1.21 rev. 04-21 ACORD Paqe 1 of 12 I DATE (MM/DDNYYY)CERTIFICATE OF LIABILITY INSURANCE • 06/03/2022 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rlahts to the certificate holder in lieu of such endorsementlsl. PRODUCER Aon Risk Services Central, Inc. CONTACT NAME:Aon Risk Services Cenlral, Inc. PHONE (AIC No.Ext}: (866) 283-7122 I FAX (AIC No.Ext): (800) 363-01 05 200 East Randolph E-MAIL ADDRESS :ac.s.chlcaqo!ll)aon.com CHICAGO, IL 60601 INSURER($) AFFORDING COVERAGE NAIC# INSURER A: HDI Global Insurance Comoanv 41343 INSURED INSURER e: ACE American Insurance Comoanv 22667 TK Elevator Corporation f/k/a ThyssenKrupp Elevator Corporation INSURER c: lndemnitv Insurance Comoanv of NA 43575 INSURER 0: INSURER E: INSURERF : COVERAGES CERTIFICATE NUMBER: 2126263 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITSLTR INSD WVD IMM/DDNYYYI (MM/0D/YYYYJ A -~_J COMMERCIAL GENERAL LIABILITY X X GLD5668801 / GLD5668901 10/01/2021 10/01/2022 EACH OCCURRENCE $5,000,000 □ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED $100,000=3· PREMISES (Ea occurrence) APPRO VE D MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER : 0 POLICY □ PROJECT □ LDC By Heather Haupt at 2:40 pm, Jun 09, 2022 GENERAL AGGREGATE $10,000,000 PRODUCTS -COMP/OP AGG $10,000,000 noTHER: B AUTOMOBILE LIABILITY X X ISA H25555594 10/01/2021 10/01/2022 COMBINED SINGLE LIMIT $4,000,000 ~ANY AUTO (Ea acddenl) OWNED AUTOS D SCHEDULED BODILY INJURY(P er person) ONLY AUTOS BODILY INJURY (Per accident):J HIRED AUTOS D NON -OWNED PROPERTY DAMAGEONLY AUTOS ONLY :J □ (Pe r accident) A X UMBRELLA LIAB .t=:1 OCCUR X X CUD5669101 10/01/2021 10/01/2022 EACH OCCURRENCE S 5 000,000 EXCESS LIAB CLAIMS-MADE V>,GGREGATE S 5 ,000,000 -OED n RETENTION $ C !WORKERS COMPENSATION Y/N N/A X WLR C67816912 (AOS) 10/01/2021 10/01/2022 ~ PER L_j OTHER ~ND EMPLOYERS' LIABILITY STATUTE B WLR C6781695A (CA, MA) 10/01/2021 10/01/2022 E.L. EACH ACCIDENT $1 ,000.000 ~NY PROPRIETOR/PARTNER/EXECUTIVE ~ WLR C67816997 (TK Airport) 10/01/2021 10/01/2022C PFFICERIMEM8ER EXCLUDED? E.L. DISEASE -EA EMP LOYEE S 1,000,000 •Mandotory in NH) E.L. DISEASE -POLICY LIMIT $1 ,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Limits shown as requested: DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Division Number: 108225 -Named Insured Includes: TK Elevator Corporation -Address: 4720 W. Jennifer Ave. Suite 101 Fresno, CA 93722 Project Number: 168452 -Project Name: DPU PASSENGER ELEVATOR MODERNIZATION -Address: 1626 E STREET FRESNO, CA 93706 -Project Type (s): Elevator Modernization CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CITY OF FRESNO 1721 Van Ness Avenue ~~g~ ~~FRESNO, CA 93721 United States © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD -------------------- AGENCY CUSTOMER ID: _ ____ ___ _______ _ _ _ LOC#: Page 2 of 12ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED TK Elevator Corporation f/k/a ThyssenKrupp Elevator Corporation POLICY NUMBER See First Page CARRIER INAICCODE See First Page EFFECTIVE DATE: ADDITIONAL REMARKS CERTIFICATE NUMBER: 2126263 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM. FORM NUMBER: 25 FORM TITLE : CERT IFICA T E O F LIABI LI TY INSURANCE CITY OF FRESNO A ND all othe r pa rties req uired by contract including each of thei r past, present and future PARENTS, DIVISIONS , SUBSIDIARIES, JOINT VENTURES , a nd wi th respect to e ach of them , their pre decessors and successor OFFICE RS , EMPLOYEES, AGENTS, SERVANTS , CHAMBERLAINS?, REPRESENTATIVES, ARCHITECTS, DIRECTORS, SECRETARIATS , MEMBERS, COMMISSIONERS, PASTORS, PROVOSTS, SHAREHOLDERS , DEANS, TRUSTEES, TRUSTORS, CHAIRMEN, OWNERS, PROCTORS, PROCURATORS, OFFICIALS, DEPARTMENTAL CHAIRS, MINISTERS , CIVIL SERVANTS, WARDENS, ENGINEERS, MANAGERS, DEBTORS, CREDITORS, CONSTABLES, FIDUCIARIES, COLLEGIATE ASSESSORS, ADMINISTRATORS , HEADMASTERS, BOARDS , CHANCELLORS , INSPECTORS, ASSIGNEES, BURSARS , ASSIGNORS , PREFECTS , RECTORS , PARTNERS, EXECUTORS & AFFILIATES . The A dditional lnsured(s) listed above is/are adde d as Add iti on al ln sured(s) wi th res pe ct to Automobile , General Liability and Umbrella policies, but only to the extent required by written contra ct and only to the extent that coverag e is afforded under th ese policies. Wa iver of Tra nsfer of Ri ghts of Recovery A gainst Others/Waiver of Su brog ation applies with respect to General Liability and/o r W orke rs' Co mpensati on and/or Autom ob il e Liability and/or Umbrella Li abllity policies where req ui red by written contra ct an d o nly to the extent that cove ra ge is affo rd ed under th ese poli ci e s. The insurance shall be primary and non-contributory with respect to the Additional Insured where required by written contract. ACORD 101 (2008/01) © 1988-2010 ACORD CORPORATION. All rights reserved . The ACORD name and logo are registered marks of ACORD Paqe 3 of s Policy Number GLD5668801 ENDORSEMENT HDI Global Insurance Company Named Insured Tr( ELEVAT OR USA HOLDIN G, INC . Effective Date: 1 0 -0 1 -2 1 12:01 A.M., Standard Time Agent Name AON RISK SERVICES CENTRAL INC Agent No. P02000181 This Endorsemert Changes The Policy. Please Read It Catefully. PRIMARY AND NONCONTRIBUTING INSURANCE THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING : COMMERCIAL GENERAL LIABILITY COVERAGE FORM PRODUCTS / COMPLETED OPERATIONS COVERAGE FORM SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, PARAGRAPH 4. OTHER INSURANCE, SUBPARAGRAPH A . PRIMARY INSURANCE, IS AMENDED BY THE ADDITION OF THE FOLLOWING : NOTWITHSTANDING ANY OTHER PROVISION OF THE POLICY TO THE CONTRARY, WHERE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT WITH YOU, THE INSURANCE AFFORDED BY THIS POLICY FOR THE BENEFIT OF THE ADDITIONAL INSURED SHALL BE PRIMARY INSURANCE, AND ANY INSURANCE THAT LISTS THE ADDITIONAL INSURED AS THE NAMED INSURED, MAINTAINED BY THE ADDITIONAL INSURED SHALL BE NON-CONTRIBUTING. THE COVERAGE PROVIDED FOR ANY SUCH ADDITIONAL INSURED IS EXPRESSLY LIMITED TO APPLY ONLY TO LIABILITY ARISING OUT OF OPERATIONS CONDUCTED BY OR FOR YOU UNDER THE WRITTEN CONTRACT OR AGREEMENT AND THEN ONLY TO THE EXTENT REQUIRED BY SUCH w=tlTTEN CONTRACT OR AGREEMENT. NO COVERAGE IS PROVIDED FOR ANY ADDITIONAL INSURED FOR THE LIABILITY WHICH ARISES IN ANY MANNER, DIRECTLY OR INDIRECTLY, OTHER THAN FROM OPERATIONS CONDUCTED BY OR FOR YOU. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED . MAN-OL (01/ 02) Paoe4 of 8 POLICY NUMBER: GLD'5668801 COMMERCIAL GENERAL LIABILITY CG24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION REQUIRED BY A PRIOR WRITTEN CONTRACT . Information reauired to comolete this Schedule if not shown above wi ll be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising ou'I of your ongoing operations or "your work.. done under a contract with that person or organization and included in the "products • completed operations hazard". This waiver applies only to the person or organization s hown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc ., 2008 Page 1 of 1 □ Paoe 7 at 6 3 ADDITIONAL INSURED - DESIGNATED PERSONS OR ORGANIZATIONS Named Insured TK Elevator USA Holding , Inc . Endorsement Number 7 Policy Symbol IPolicy Number Policy Period ISA H25555594 10/01/2021 TO 10/01/2022 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company lnson thu policy numbor . Tho remamder of the lnf01 mn1lon ,s to bo complolod only when U1,s cndorscmon l ,s l!.Sucd subsequent to the propttraboo of the po tl cy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM AUTO DEALERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM Additional lnsured(s): Any pe rson or organiz ati on w hom you hav e agree d to include as an additio nal insu red under a written co ntract , prov ided such contrac t was ex ec uted pri or to the date of loss . A. For a covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of: 1. You . 2. Any of your "employees· or agents . 3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. Authorized Representative DA-9U74c (03/16) Page 1 of 1 NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured TK Elevator USA Holding, Inc. Endorsement Number 5 Polley Symbol IPolicy Number IPolicy Period ISA H25555594 10/01/2021 TO 10/01/2022 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the lnformauon Is Ii> be completed onl y when th is endorsement 1s Issued subsequent to the preparation of the poltcy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM Schedule Orga nization Additional Insured Endorsement Any additional insured with whom you have agreed to provide such non­ contributory insurance, pursuant to and as required under a written contract executed prior to the date of loss. (If no information is filled in, the schedule shall read: "All persons or entities added as additio nal insureds through an endorsement with the term "Additional Insured" in the title) For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to the Other Insurance Condition under General Conditions: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. Authorized Representative DA-21886b (06/14) Page 1 of 1 Pa c e B of 8 5 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS Named Insured TK Elevator USA Holding, Inc. Endorsement Number 3 Policy Symbol IPolicy Number I Policy PerlO<l ISA H25555594 10/01/2021 TO 10/01/2022 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company insert tho pohcy numbe< Tho roma ,lld<!r or the In for ma tion rs to be completed only when th is ondo,semen 1is Issued subsequent to the preparation of 1he policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This Endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIERS COVERAGE FORM AUTO DEALERS COVERAGE FORM We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for injury or damage arising out of the use of a covered auto. The waiver applies only to the person or organization shown in the SCHEDULE. SCHEDULE Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. Authorized Representative DA-13115a (06/14) Page 1 of 1 Paqe6 o/8 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number TK ELEVli.TOR USA HOLDING, INC. 210 N. UNIVERSITY DRIVE SUITE CORAL SPRINGS FL 33071 804 Policy Nunber Symboi:WLR Number: C6781695A Policy Period 10-01-2021 TO 10-01-2022 Effective Date of Endorsement 10-01-2021 Issued Bv /Name orlnsu-ance Comoanv\ ACE AMERICAN INSURANCE COMPANY I Insert the poflc.y number The remainder of the information is to be COfll}leled only when th is endorsement is Issued subsequent to !he preparat1m of lhe pohcy CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3 .A. of the Information Page . We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( Specific Waiver Name of person or organization : ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2 . Operations : ALL OPERATIONS CONDUCTED BY AN INSURED PURSUANT TO SUCH WRITTEN CONTRACT 3. Premium: The premium charge for this endorsement shall be 1.0 percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: ~ Authorized Representative WC 90 03 75 (05/18)