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Thyssenkrupp Elevator Corporation A2017-255AGREEMENT NO. A2017- 255 BETWEEN THE CITY OF CHINO HILLS AND THYSSENKRUPP ELEVATOR PREVENTIVE MAINTENANCE AND INSPECTION SERVICES AND ON-CALL REPAIR SERVICES THIS AGREEMENT ("Agreement") is made and entered into this 28th day of November, 2017, by and between the CITY OF CHINO HILLS, a general law city and municipal corporation ("CITY") and THYSSENKRUPP ELEVATOR, a Delaware Corporation ("CONTRACTOR"). The Parties agree as follows: 1. CONSIDERATION. A. As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Agreement; C. As. additional consideration, CITY agrees to pay CONTRACTOR for CONTRACTOR's preventive maintenance and inspection services in an annual amount not to.exceed $13,200 as set forth in Exhibit A, and for on-call repair services in an annual amount not to exceed $10,000, as set forth in the price list set forth in Exhibit B and as more further set forth in each duly executed Task Order(s); in no event shall the total amount of this Agreement for the first three years exceed $69,600.00 cumulatively, and if this Agreement is renewed for two new additional years, in no event shall the total amount of this Agreement for all five years exceed $116,000.00, cumulatively. _CITY will pay this sum(s) on the basis of the hourly rates and cost reimbursement rates as specified in Exhibits A and B and the Task Orders. 2. TERM. The term of this Agreement will be from December 1, 2017, to November 30, 2020 with. two (2) one-year renewal .options. The Agreement may be renewed in advance and in writing by the City Manager for two additional one-year terms. 3. SCOPE OF SERVICES. A. CONTRACTOR will perform inspection and preventive maintenance services, as listed in the attached Exhibit "A," at the rates indicated therein, which is incorporated by reference. The provisions contained in this Agreement will supersede any conflicting provisions in Exhibit "A". B.' CONTRACTOR will perform on-call repair services, as listed in the attached Exhibit "B," at the rates indicated therein, which is incorporated by reference. The provisions contained in this Agreement will supersede any conflicting provisions in Exhibit "B". C. The specific services required of CONTRACTOR under this Agreement will consist of the tasks and obligations defined in Task Orders approved by CITY and CONTRACTOR, in response to specific project scopes of work and services including a schedule for starting and completing the tasks. Compensation for the specific services shall also be set forth in each Task Order. Any duly executed and approved Task Order will become a part of this Agreement and will be attached to this.Agreement. All work in the Task Order will be subject to all terms and provisions of this Agreement. The standard form for the Task Order is set forth in Exhibit "C". D. On -Call repair services required by CITY will be provided on an as -needed basis with CITY determining and advising CONTRACTOR as to when specific services are required to be performed or completed by CONTRACTOR. E. CONTRACTOR will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the services required of CONTRACTOR by this Agreement. 4. PREVAILING WAGES. A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of Regulations § 16000, CONTRACTOR must pay its workers prevailing wages. It is CONTRACTOR's responsibility to interpret and implement any prevailing wage requirements and CONTRACTOR agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. CONTRACTOR must be registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. B. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from CITY's Engineering Division or the website for State of California Prevailing wage determination at hftp://www.dir.ca.gov/DLSR/PWD. C. CITY directs CONTRACTOR's attention to Labor Code §§ 1777.5, 1777.6 and 3098 concerning the employment of apprentices by CONTRACTOR or any subcontractor. D. Labor Code § 1777.5 requires CONTRACTOR or subcontractor employing tradesmen in any apprenticeship occupation to apply to the joint apprenticeship committee nearest the site of the public works project and which administers the apprenticeship program in that trade for a certificate of approval. The certificate must also fix the ratio of apprentices to journeymen that will be used in the performance of the contract. The ratio of apprentices to journeymen in such cases will not be less than one to five except: When employment in the area of coverage by the joint apprenticeship committee has exceeded an average of 15 percent in the 90 days before the request for certificate, or ii. When the number of apprentices in training in the area exceeds a ratio of one to five, or iii. When the trade can show that it is replacing at least 1/30 of its membership through apprenticeship training on an annual basis state-wide or locally, or iv. When CONTRACTOR provides evidence that CONTRACTOR employs registered apprentices on all of his contracts on an annual average of not less than one apprentice to eight journeymen. v. CONTRACTOR is required to make contributions to funds established for the administration of apprenticeship programs if CONTRACTOR employs registered apprentices or journeymen in any apprenticeable trade on such contracts and if other contractors on the public works site are making such contributions. vi. CONTRACTOR and any subcontractor must comply with Labor Code §§ 1777.5 and 1777.6 in the employment of apprentices. vii. Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex -officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. E. CONTRACTOR and its subcontractors must keep an accurate certified payroll records showing the name, occupation, and the actual per diem wages paid to each worker employed in connection with this Agreement. The record will be kept open at all reasonable hours to the inspection of the body awarding the contract and to the Division of Labor Law Enforcement. If requested by CITY, CONTRACTOR must provide copies of the records at its cost. 5. PAYMENTS. A. For CITY to pay CONTRACTOR as specified by this Agreement and as set forth in each approved Task Order, CONTRACTOR must submit a detailed invoice to CITY. B. Payments shall be made within thirty (30) days after receipt of each invoice as to all invoiced undisputed fees. If the City disputes any of consultant's fees it shall give written notice to CONTRACTOR within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. In particular, payment will be withheld or deducted in the following circumstances: a. Work required in the specifications which is defective, incomplete, or not performed. b. Failure of the CONTRACTOR to make payments properly to employees, subcontractors, or contractors for materials or services provided (e.g. Stop Notices). c. Expenses incurred by the CITY to perform work required in the specifications that is defective, incomplete or not performed. d. Costs incurred by the CITY due to extra administrative costs for additional inspections and subsequent correspondence/notifications to correct items. C. All work will be subject to all other terms and provisions of this Agreement. 6. FAMILIARITY WITH WORK. A. By executing this Agreement and any Task Order, CONTRACTOR represents that CONTRACTOR has i. Thoroughly investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONTRACTOR discover any latent or unknown conditions that may materially affect the performance of the services, CONTRACTOR will immediately inform CITY of such fact and will not proceed except at CONTRACTOR's own risk until written instructions are received from CITY. 7. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONTRACTOR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability: Business automobile liability Workers compensation 4 Limits (combined single) $2,000,000 $1,000,000 Statutory requirement. B. Commercial general liability insurance on Acord Form 25 (2016/3). The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. Such insurance shall only apply to the extent any damages covered by the policy are determined to be caused by Contractor's negligent or wrongful acts or omissions and not to the extent caused by the additional insured's own wrongful or negligent acts, actions, or omissions. C. Automobile coverage will be written on Acord Form 25 (2016/3)(Any Auto). D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and endorsements as required herein at the time this Agreement commences. However, copies of insurance policies will only be provided in the event that a claim under such insurance policy is filed. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "AMI." Certificate(s) must reflect that should any of the insurance policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. 8. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this Agreement until: A. CONTRACTOR furnishes proof of insurance as required under Section 7 of this Agreement; and B. If for on-call repair services, CITY and CONTRACTOR fully execute a Task Order. C. Should CONTRACTOR begin work in advance of receiving written authorization to proceed, any such services are at CONTRACTOR's own risk. 9. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. Notice of termination will be in writing. B. CONTRACTOR may terminate this Agreement upon providing written notice to CITY at least thirty (30) days before the effective termination date. C. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. D. By executing this document, CONTRACTOR waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 10. INDEMNIFICATION. A. CONTRACTOR indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, reasonable attorney's fees and penalties), injuries, or liability, arising out of this Agreement, or its performance, to the extent due to the negligent or wrongful acts of CONTRACTOR. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONTRACTOR will defend CITY (at CITY's request) at CITY's request and with counsel that CONTRACTOR chooses, subject to approval by CITY, such approval by CITY shall not be unreasonably denied) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise, to the extent due to the negligent or wrongful acts of CONTRACTOR. Such indemnity and defense obligations set forth in this paragraph do not in any way extend to the liability due to the negligent or wrongful actions of the CITY. Neither party shall be liable for consequential damages. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and volunteers. C. CONTRACTOR expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. E. The requirements as to the types and limits of insurance coverage to be maintained by CONTRACTOR as required by this Agreement, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. R 11. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which is it performed. CONTRACTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only. 12. SUBCONTRACTORS. CONTRACTOR shall not award work under this Agreement to any unlisted Subconsultant(s) without prior written approval of the CITY. CONTRACTOR is fully responsible to the CITY for the performance of his/her Subconsultants, and of persons either directly or indirectly employed by them. Nothing contained herein shall create any contractual relation between any Subconsultant and the CITY. 13. NOTICES. A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Such noticing does not include day-to-day communications between CITY's and CONTRACTOR's project managers. Notice sent by mail will be addressed as follows: To CITY: City of Chino Hills Attn: City Clerk 14000 City Center Drive Chino Hills, CA 91709 To CONTRACTOR: ThyssenKrupp Elevator Attn: Katelyn Shepherd 1601 S. Sunkist Street, Suite E Anaheim, CA 92806 B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. t 7 14. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number. 15. BUSINESS LICENSE. CONTRACTOR shall maintain a valid Business License with the CITY. 16. CONTRACTOR'S KNOWLEDGE OF APPLICABLE LAWS. CONTRACTOR shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Contractor shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Contractor to comply with this section. 17. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 18. SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 19. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 20. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver. 21. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in San Bernardino County. 22. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. 23. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 24. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, war, terrorist act, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' control, then the Agreement will immediately terminate without obligation of either party to the other. 25. ENTIRE AGREEMENT. This Agreement, Exhibit A, Exhibit B, and any Exhibit C Task Order that may be executed pursuant to the terms of this Agreement constitute the sole agreement between CONTRACTOR and CITY respecting the services provided. To the extent that there are additional terms and conditions contained in Exhibit "A" and any Task Orders that are not in conflict with this Agreement, those terms are incorporated as if fully set forth above. There are no other understandings, terms or other agreements expressed or implied, oral or written. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits A through C and any subsequently executed Task Order; this Agreement supersedes any conflicting provisions. Any inconsistency between the attachments will be resolved in the order below: A. Agreement B. Exhibit A and B: Scopes of Services C. Exhibit C - Task Orders IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. THYSSE KRUP ELEV T R (Sign ture) EM A e ATTEST: Cheryl Balz City Clerk APPROVED AS TO FORM: eS (Title) Mark D. Hensley 5,4 . C l447 City Attorney 10 Exhibit A Scope of Work: Description: For annual fees of $9,600 for the maintenance services and $3,600 for testing services, the Contractor agrees to maintain and test as per the following: Elevator Details Elevator 1 16801 Rosemary Lane, Chino Hills, CA 91709 Floors Served: 2 Make: Otis Model: LVM 2100L Age: 14 Years Elevator 2 13952 City Center Drive, Chino Hills, CA 91709 Floors Served: 2 Make: ThyssenKrupp Model: Mitsubishi GPH-SH Age: 8 Years Elevator 3 13952 City Center Drive, Chino Hills, CA 91709 Floors Served: 5 Make: ThyssenKrupp Model: Mitsubishi GPH-SH Age: 8 Years Elevator 4 14000 City Center Drive, Chino Hills, CA 91709 Floors Served: 2 Make: ThyssenKrupp Model: Mitsubishi GPH-SH Age: 8 Years Preventive Maintenance Program Minimum Requirements Contractor shall perform at a minimum the following services: • Perform all maintenance in conformance with ASME A17.1-2015 • Detail the frequency of scheduled visits and the items covered in each visit. • Inspect the elevator equipment for proper operation. Inspect, lubricate and adjust the following: control and landing position systems, signal fixtures, motors, governors, drives, sheaves, cables, power units, pumps, valves, jacks, doors, door protection equipment, counterweights, cab frames, platforms, electronics, lighting, and other pertinent equipment. • Test emergency communications systems. • All equipment shall be lubricated for smooth and efficient performance. • Make adjustments as necessary to maximize performance and ensure user safety. Parts and Repair Coverage: • Provide full coverage for parts and labor for normal "wear and tear" items. A detailed list of normal "wear and tear" parts is included in the contractor's proposal. • Maintain a comprehensive parts inventory to support field operations and minimize down-time. All replacement parts used shall be new/approved OEM equivalent. • The pricing listed as Attachment A will be used for all approved non -routine work. A-1 Scheduling: • Contractor shall service all equipment described herein during normal business working days and hours, which are defined as Monday through Friday 7:30 AM to 4:30 PM (except scheduled holidays). Preventive maintenance activities shall be scheduled in advance and the City shall be given verbal or written notice prior to the service. • Contractor shall agree to provide a maintenance mechanic for a minimum of one (1) hour bi-weekly for on-site preventive maintenance procedures. • Contractor shall coordinate all annual State testing to maintain active conveyance permit status. The City will contact the fire alarm testing contractor to arrange a time for the test(s). The elevator contractor will be responsible for submitting all required documentation to the State of California Department of Industrial Relations within a time frame to not delay the City's receipt of a conveyance permit. Testing shall be in accordance with ANSI A17.1 Service Requests and Repairs • During normal business hours, the contractor. shall respond to service requests at no additional charge to address emergency entrapments, position adjustments, stuck doors and other related items that would prevent the normal function of the elevators. • After business hours, the City will compensate the contractor for services requested at the contractor's overtime rate. After-hours services shall be described as after normal City work hours. Overtime service shall be provided at no additional charge for passenger entrapments and elevator control system malfunctions. • During normal working hours, the contractor shall respond to all services deemed as an emergency within thirty (30) minutes. • After normal working hours, the contractor shall respond to all services deemed as an emergency within one (1) hour. • The contractor shall respond to all other services within four (4) hours. • If these times are exceeded without approval from the City, there shall be no charge for the callback regardless of the nature of the callback. Ride Quality • Horizontal and vertical acceleration within the elevator cars during all riding and door operating conditions shall not exceed 20 mg peak to peak in the 1-10 range. Measurement criteria ISO 18738-1:2012, ISO 804. • Acceleration and deceleration shall be constant and not exceed four (4) feet per second with an initial ramp between .5 and .75 seconds. • Sustained jerk shall not exceed six (6) feet per second. • Measured noise levels in a moving car outside of the leveling zone shall not exceed 50 dBA under any condition including car ventilation blower or fan on highest speed. Measured noise levels in the leveling zone shall not exceed 60 dBA. • Contractor shall maintain a quiet and comfortable car ride with smooth acceleration, deceleration and accurate stop. Door operation shall be smooth and quiet. A-2 Monitoring Contractor shall provide a 24-hour telephone monitoring and emergency call service to monitor the elevator cabs. Details the qualifications of the representatives, dispatch procedures, and other pertinent details to the service are included in the proposal. Administrative Elements The Contractor shall assign a responsible representative and an alternate to perform the assigned tasks. Both staff members are identified in the proposal. The Contractor's representative will be responsible for all duties from contract negotiations through contract completion. If the primary representative is unable to continue with the , project, then the alternate representative will become the primary representative. The City must approve any other changes in responsible representative, in advance. The City will have the right to reject future changes in personnel, and may consider any other changes in responsible personnel a breach of contract. The Contractor shall provide all necessary personnel, instruments, equipment, and materials to perform the described services. A-3 Exhibit B ThyssenKrupp Elevator — Southern California Effective July 1, 2017 Based on Local 18 Billing Rates Mechanic Straight Time $ 292.00 Mechanic Overtime $ 496.00 Mechanic Double Time $ 584.00 Troubleshooter Straight Time $ 329.00 Troubleshooter Overtime $ 560.00 Crew Straight Time $ 526.00 Crew Double Time $1,052.00 Exhibit C CITY OF CHINO HILLS TASK ORDER FORM PROJECT NAME: PROJECT LOCATION: AGREEMENT NUMBER: CONTRACTOR CONTACT "INFORMATION: COMPANY NAME: CONTACT PHONE: CITY CONTACT INFORMATION: NAME: EMAIL: SCOPE OF WORK: BPO/PO NUMBER: CONTACT NAME: EMAIL: PHONE: START DATE: COMPLETION DATE: Job Order Time: SOW shall be fully completed by: The City reserves the right to increase, decrease, or omit any quantity and amend scope of any item or portion of the Scope of Work. ESTIMATED COST BASED ON TERMS OF AGREEMENT: $ When executed by City, Contractor is authorized to perform the work including furnishing all materials, labor, equipment, and services for the SOW described here -in, in accordance with the Agreement noted above. Agreed Upon by Contractor: Agreed Upon by City: Signature/Date C-1 Signature/Date ffhyssenKrupp ThyssenKrupp Sevator Americas ThyssenKrupp Elevator Americas 1601 S. Sunkist Street, Suite E Anaheim, CA 92806 A P° -row POO j ftp j Apo( 0 R'rCE1 VeD PN 4: 4 :J. 1� zo I .-� - Z'55 M) thyssenkrupp RFP: Elevator Maintenance and Testing Services Cost Proposal Submitted for: City of Chino Hills 14000 City Center Drive Chino Hills, CA 91709 Uhino Hills r Submitted by: ThyssenKrupp Elevator 1601 S. Sunkist Street, Suite E Anaheim, CA 92806 DIR Number: 1000002104 thyssenkrupp Katelyn Shepherd 714-941-2317 katelyn.shepherd@thyssenkrupp.com May 17, 2017 CITY CLERK'S OFFICE 14000 City Center Drive Chino Hills, CA 91709 Regarding: ELEVATOR SERVICES — CITY OF CHINO HILLS Please find enclosed under this cover our Cost Proposal and Billing Rate Sheet for elevator maintenance for the City of Chino Hills. We have included our standard Gold, full maintenance, contract proposal for use by the City to award thyssenkrupp Elevator the services with a detailed scope of work coverage and addendum to its contract contained as a sample in the RFP. The monthly price will be a `not to exceed' fee, per task, for the monthly maintenance for four (4) elevators. The submitted fee schedule is part of thyssenkrupp's quote for use in invoicing for payments. thyssenkrupp looks forward to becoming your selected contractor again this contract cycle. Pease feel free to call me at 714-941-2317 with any questions. Sincerely, thyssenkrupp Elevator Katelyn Shepherd Account Manager thyssenkrupp Elevator — 1601 S. Sunkist St, Ste E, Anaheim, CA 92806 Scope of Work / Cost Proposal Purchaser: City of Chino Hills 14000 City Center Dr Chino, CA 91709-5442 Hereinafter referred to as "Purchaser", "you", and "your". By: ThyssenKrupp Elevator Corporation 1601 S Sunkist St Ste E Anaheim, CA 92806 Phone: 714-939-0888 Fax: 866-768-8620 www.thyssenkruppelevator.com Hereinafter referred to as "ThyssenKrupp Elevator Corporation", 'ThyssenKrupp Elevator", "we", "us" and "our". GOLD SERVICE AGREEMENT ThyssenKrupp Elevator agrees to maintain Purchaser's elevator equipment described below in accordance with this agreement. We will endeavor to provide a comprehensive maintenance program designed to protect your investment and maximize the performance, safety, and life span of the elevator equipment to be maintained. Enuinment To Ra Maintained Building Name Building Location Manufacturer Type Of Unit. Unit ID # Of Stops Sleepy Hollow Community Building 16801 Rosemary Lane Otis Hydraulic 131668 2 Parking Structure 13952 City Center Drive TKE Hydraulic 153508 2 Parking Structure 13952 City Center Drive TKE Hydraulic 153507 5 City Hall 14000 City Center Drive TKE Hydraulic 150341 2 ThyssenKrupp Elevator Americas ThyssenKrupp j Preventative Maintenance Pro -ram We will service your equipment described in this agreement on a regularly scheduled basis. These service visits will be performed during normal business working days and hours, which are defined as Monday through Friday, 8:00 AM to 4:30 PM (except scheduled holidays). All work performed before or after normal business working days and hours shall be considered "Overtime". ThyssenKrupp Elevator will perform the following services: Examine your elevator equipment for optimum operation. Our examination, lubrication and adjustment will cover the following components of your elevator system: o Control and landing positioning systems o Signal fixtures o Machines, drives, motors, governors, sheaves, and wire ropes o Power units, pumps, valves, and jacks o Car and hoistway door operating devices and door protection equipment o Loadweighers, car frames and platforms, and counterweights o Safety mechanisms Lubricate equipment for smooth and efficient performance Adjust elevator parts and components to maximize performance and safe operation Full Coverage Parts Repair and Replacement ThyssenKrupp Elevator will provide full coverage parts repair and/or replacement for all components worn due to normal wear, unless specifically excluded in the "Items Not Covered" or "Other Conditions" provisions herein. We maintain a comprehensive parts inventory to support our field operations. All replacement parts used in your equipment will be new or refurbished to meet the quality standards of ThyssenKrupp Elevator. Most specialized parts are available within 24 hours, seven days a week. We will relamp all signals as required (during regularly scheduled visits). Maintenance Control Pro -ram ThyssenKrupp Elevator performs service in accordance with A17.1 — 2010 / CSA B44-10. Section 8.6 of the code requires the unit owner to have a Maintenance Control Program (MCP), ThyssenKrupp's MCP meets or exceeds all requirements outlined in Section 8.6. The ,Maintenance Control Program includes ThyssenKrupp Elevator's Maintenance Tasks & Records documentation which shall be used to record all maintenance, repairs, replacements and tests performed on the equipment and is provided with each unit as required by code. ThyssenKrupp Elevator also provides per Section 8.6 of the code, a maintenance tasks procedures manual with each unit; TKE calls this manual the BEEP Manual, or Basic Elevator, Escalator Procedures Manual. We do not perform any tests unless such tests are specifically listed as included elsewhere in this agreement. Quality Assurance To help increase elevator performance and decrease downtime, our technicians utilize the latest industry methods and technology available to us for your specific brand of elevator. They will be equipped with our tools, documentation and knowledge to troubleshoot your unique system, as well as access to a comprehensive parts replacement inventory system. Behind our technicians is a team devoted to elevator excellence. Technicians are supported around the clock by a team of engineers and field support experts. Our North American technical support facilities continuously research advancements in the industry and in your equipment. Also, our internal quality control program ensures optimum and reliable operation of your elevator equipment. To assure that quality standards are being maintained, we may conduct periodic field quality audit surveys. Your Elevator Maintenance Agreement California License #651371 TK 11/11 Page 2 of 11 2017-298674 - ACIA-1A2VA4G dedicated ThyssenKrupp Elevator representative will be available to discuss your elevator needs with you in all aspects of service and modernization. In addition, you may receive recommendations for upgrades that will also provide you with budget options designed to enhance the appearance, performance and safety of or meet Code requirements for your equipment over time. Service Requests During Normal Working Days and Hours Service requests are defined as any request for dispatch of our technician to the location of the equipment covered in this agreement from one or more of the following: you or your representative, the building or building's representative, emergency personnel, and/or passengers through the elevator's communication device and/or from Vista Remote Monitoring through the elevator's communication line. Service requests include minor adjustments and response to emergency entrapments that can be accomplished in two hours or less (excluding travel time) and do not include regularly scheduled maintenance visits. We will respond to service requests during normal business working days and hours, as defined above, at no additional charge. Overtime Service Requests On all overtime service requests, you will be responsible for all labor costs including travel time, travel expenses, and time spent on the job. Such costs will be invoiced at our standard overtime billing rates. Overtime service requests are performed before or after normal business working days and hours. Cloud Based Remote Monitoring Service thyssenkrupp Elevator reserves the right to install new remote -monitoring devices on your elevators (each a "Device"). Each Device collects elevator signal output (i.e., cycle counters, event counters) (the "Raw Data") and transfers it into our cloud -based IoT (Intemet of Things). The data is then analyzed by us to assist thyssenkrupp in anticipating maintenance needs on your equipment. Purchaser authorizes thyssenkrupp to install the Devices and, upon termination of the service agreement, to remove them from the premises if we elect to do so. thyssenkrupp shall be the sole owner of the Devices and the data communicated to us. The Devices shall not become fixtures, and are intended to reside where they are installed and should not be accessed, tampered with, or relocated. thyssenkrupp may remove the Devices and cease all data collection and analysis at any time. If the service agreement between thyssenkrupp and Purchaser is terminated for any reason, thyssenkrupp will automatically deactivate the data collection, terminate the device software and destroy all raw data previously received. The Devices installed by thyssenkrupp contain trade secrets belonging to us, and are installed for the use and benefit of our personnel only. Purchaser agrees not to permit Purchaser personnel or any third parties to use, access, copy, or reverse engineer the Devices. z Service History Website: This agreement includes Premium access to ThyssenKrupp Elevator's website in accordance with the following terms and conditions. During the term of this Agreement, ThyssenKrupp Elevator agrees to provide Purchaser with a user name and password to ThyssenKrupp Elevator's website for access to maintenance and service call data generated following the effective date of this Agreement. Purchaser shall, at its sole cost, provide and ensure the functioning integrity of its own hardware, software and internet connection necessary to access the website. By executing this Agreement, Purchaser acknowledges that any work performed by ThyssenKrupp Elevator modernization and/or construction personnel may not be included or accessible on the website. ThyssenKrupp Elevator reserves the right to restrict access to the website if any of Purchaser's accounts with ThyssenKrupp Elevator has an outstanding unpaid balance greater than 30 days or in the event of anticipated or pending litigation of any kind. THE WEBSITE IS PROVIDED TO CUSTOMER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THYSSENKRUPP ELEVATOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE WEBSITE INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TILE AND Elevator Maintenance Agreement California License #651371 TK 11/11 Page 3 of 11 2017-298674 - ACIA-1A2VA4G NON -INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THYSSENKRUPP ELEVATOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE CP WILL BE ACCESSIBLE TO CUSTOMER, ACHIEVE ANY INTENDED RESULTS, MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT WILL THYSSENKRUPP ELEVATOR OR ITS AFFILIATES, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE WEBSITE OR FOR THE ACT OF ANY THIRD PARTY INCLUDING THE INCORPORATION OF A VIRUS, SPYWARE OR ANY OTHER MALICIOUS PROGRAMS. ® ThyssenKrupp Communications® (Check box if included) ThyssenKrupp Communications is ThyssenKrupp Elevator's 24-hour telephone monitoring and emergency call service. Our representatives are trained to handle elevator calls and they can assess the situation and quickly dispatch a technician when necessary. If needed, they can stay on the line to reassure a stranded passenger that help is on the way. ThyssenKrupp Communications maintains digital recordings and computerized records of the time, date, and location of calls received and action taken for the benefit of passengers and building owners. Special considerations regarding ThyssenKrupp Communications are set forth below. Through its centralized ThyssenKrupp Communications call center, ThyssenKrupp Elevator will provide 7 days per week, 24 hours per day, 365 days per year dispatching service for calls placed by Purchaser after normal business working days and hours to the local ThyssenKrupp Elevator branch office and telephone monitoring on all elevators) maintained under this Agreement that have operational telephone equipment capable of placing a call to that call center. Depending on the nature of the call and circumstances, ThyssenKrupp Elevator's operators can call one or more of the following: Purchaser's Designated Contacts set forth in Section 2 below; Local Emergency Services at phone numbers provided by Purchaser in Section 3 below; and/or a local ThyssenKrupp Elevator service technician to be dispatched to the location of the equipment. Purchaser hereby acknowledges that as a condition precedent to ThyssenKrupp Elevator's placement of calls to Purchaser's Designated Contacts and any Local Emergency Services under this Agreement, Purchaser must first complete Sections 1 and 2 below. Purchaser further acknowledges that it is Purchaser's sole responsibility to advise ThyssenKrupp Elevator immediately in writing of any changes to the information contained in those two (2) sections during the term of this Agreement. Purchaser acknowledges that no revision to that information will be made without ThyssenKrupp Elevator first receiving such request in writing from Purchaser's authorized representative. Under those circumstances where ThyssenKrupp Elevator is unable to reach Purchaser's Designated Contacts set forth in Section 2 below, Purchaser hereby gives ThyssenKrupp Elevator express permission to dispatch a ThyssenKrupp Elevator service technician to the location of the equipment at Purchaser's expense in accordance with ThyssenKrupp Elevator's applicable billing rates. Purchaser further agrees that ThyssenKrupp Elevator does not assume any duty or responsibility to advise any caller, regardless of his or her location within or outside the elevator, to take or not take any specific action resulting from a medical or other emergency or any other situation including, but not limited to, entrapment of persons, evacuation, repair or return to service of any equipment. In the event that a ThyssenKrupp Elevator call center operator perceives that a call from within the elevator constitutes a medical or other emergency, Purchaser hereby gives ThyssenKrupp Elevator the express permission to call Local Emergency Services at the telephone numbers provided by the Purchaser in Section 3 below at ThyssenKrupp Elevator's sole discretion. Under those circumstances, Purchaser agrees to pay all related charges for services provided by any Local Emergency Services in response to that call. Purchaser agrees that ThyssenKrupp Elevator shall not be responsible for ensuring an appropriate (or any) response by Local Emergency Services to that call. None of the services described anywhere in this Agreement includes maintenance of any type or kind of the Purchaser's Elevator Maintenance Agreement TK 11/11 2017-298674 - ACIA-1A2VA4G California License #651371 Page 4 of 11 telephone or other communication equipment. The Purchaser retains possession and control of its telephone and other communication equipment and is responsible for ensuring uninterrupted operation of that equipment so that it is capable of placing a call to ThyssenKrupp Communication's call center. Elevator Maintenance Agreement TK 11/11 2017-298674 - ACIA-1 A2VA4G California License #651371 Page 5 of 11 ThyssenKrupp Communications Contact Information - To Be Completed by Purchaser Section 1, Elevator Detail: Total number of elevators in Building Elevator # Elevator Telephone Number including Area Code Elevator # Elevator Telephone Number including Area Code Section 2, Purchaser Designated Contacts: In the event of an emergency, or perceived emergency affecting the equipment covered by this Agreement, the Purchaser designates the following as its decision-making contacts: Contact Name Title Primary Telephone # Secondary Telephone # 1 2 3 Section 3, Local Emergency Services Contact Information: Phone # for Local Police Department: Phone # for Local Fire Department: Section 4, Purchaser's Special Instructions: The following are special instructions provided by Purchasers with respect to the information supplied above: ❑ Periodic Safety Testing (Check box if included) ThyssenKrupp Elevator will test your equipment in accordance with those periodic testing requirements as outlined in the American National Safety Code for Elevators and Escalators, ANSI A 17.1, which are in effect at the time this agreement is executed. In the event that the state, city or local governing authority in which the equipment is located has adopted different requirements, ThyssenKrupp Elevator will test your equipment in accordance with those periodic testing requirements in effect at the time this agreement is executed. You agree to pay for any costs of the inspector and/or inspection fees. Special Considerations regarding periodic safety testing are set forth below. Elevator Maintenance Agreement California License #651371 TK 11/11 Page 6 of 11 2017-298674 - ACIA-1A2VA4G Product Information You agree to provide ThyssenKrupp Elevator with current wiring diagrams that reflect all changes, parts catalogs, and maintenance instructions for the equipment covered by this agreement (exception: we will supply all of the above for new ThyssenKrupp elevators at no additional cost). You agree to authorize us to produce single copies of any programmable device(s) used in the equipment for the purpose of archival back-up of the software embodied therein. These items will remain your property. Safety You agree to instruct or warn passengers in the proper use of the equipment and to keep the equipment under continued surveillance by competent personnel to detect irregularities between elevator examinations. You agree to immediately report any condition that may indicate the need for correction before the next regular examination. You agree to immediately shut down the equipment upon manifestation of any irregularities in either the operation or the appearance of the equipment, to immediately notify us, and to keep the equipment shut down until the completion of any repairs. You agree to give us immediate verbal notice and written notice within ten (10) days after any occurrence or accident in or about the elevator. You agree to provide our personnel with a safe place to work. You agree to provide a suitable machine room, including secured doors, waterproofing, lighting, ventilation, and appropriate air temperature control to maintain that room at a temperature between 50°F and 90°F. You also agree to maintain the elevator pit in a dry condition at all times. Should water or other liquids become present, you will contract with others for removal and the proper handling of such liquids. We reserve the right to discontinue work in the building whenever, in our sole opinion, our personnel do not have a safe place to work. You also agree that if ThyssenKrupp Elevator's inspection of a piece of equipment serviced under this agreement reveals an operational problem which, in ThyssenKrupp Elevator's sole, judgment, jeopardizes the safety of the riding public, ThyssenKrupp Elevator may shut down the equipment until such time as the operational problem is resolved. In that event, ThyssenKrupp Elevator will immediately advise you in writing of such action, the reason for such action, and whether any proposed solution is covered by the terms of this agreement. Other You agree not to permit others to make alterations, additions, adjustments, or repairs or replace any component or part of the equipment during the term of this agreement. You agree to accept our judgment as to the means and methods employed by us for any corrective work under this agreement. Since ThyssenKrupp Elevator's top priority is the satisfaction of its customers, if you should have any concern(s) with the means and methods used to maintain or repair the equipment covered under this agreement, you agree to provide us with written notice of that concern and give us thirty (30) days to respond either in writing or commence action to appropriately resolve it. In the event of the sale, lease or other transfer of the ownership or management of the premises in which the elevator(s) or equipment described herein are located, you agree to see that such transferee is made aware of this agreement and agrees to assume and/or be bound by the conditions hereof for the balance of the unexpired term of this agreement. Should the transferee fail to assume this agreement, you shall remain liable for all unpaid amounts, including those owed for the balance of the current unexpired term of this agreement. In consideration of ThyssenKrupp Elevator performing the services herein specified, you expressly agree, to the fullest extent permitted by law, to indemnify, defend, save harmless, discharge, release and forever acquit ThyssenKrupp Elevator Corporation, our employees, officers, agents, affiliates, and subsidiaries from and against any and all claims, demands, suits, and proceedings brought against ThyssenKrupp Elevator, our employees, officers, agents, affiliates and subsidiaries for loss, property damage (including damage to the equipment which is the subject matter of this agreement), personal injury or death that are alleged to have been caused by the Purchaser or any others in connection with the presence, use, misuse, maintenance, installation, removal, manufacture, design, operation or condition of the equipment covered by this agreement, or the associated areas surrounding such equipment. Your duty to indemnify does not apply to the extent that the loss, property damage (including damage to the equipment which is the subject matter of this agreement), personal injury or death is determined to be caused by or resulting from the negligence of ThyssenKrupp Elevator and/or our employees. You recognize that your obligation to ThyssenKrupp Elevator under this clause includes Elevator Maintenance Agreement California License #651371 TK 11/11 Page 7 of 11 2017-298674 - ACA- 1A2VA4G payment of all attorney's fees, court costs, judgments, settlements, interest and any other expenses of litigation arising out of such claims or lawsuits. Insurance You expressly agree to name ThyssenKrupp Elevator Corporation along with its officers, agents, affiliates and subsidiaries as additional insureds in your liability and any excess (umbrella) liability insurance policy(ies). Such insurance must insure ThyssenKrupp. Elevator Corporation, along with its officers, agents, affiliates and subsidiaries for those claims and/or losses referenced in the above paragraph, and for claims and/or or losses arising from the sole negligence or responsibility of ThyssenKrupp Elevator Corporation and/or its officers, agents, affiliates and subsidiaries. Such insurance must specify that its coverage is primary and non-contributory. You hereby waive the right of subrogation. Items Not Covered We do not cover cosmetic, construction, or ancillary components of the elevator system, including the finishing, repairing, or replacement of the cab enclosure, ceiling frames, panels, and/or fixtures, hoistway door panels, door frames, swing door hinges and closing devices, sills, car flooring, floor covering, lighting fixtures, ceiling light bulbs and tubes, main line power switches, breaker(s), feeders to controller, below ground or unexposed hydraulic elevator system, including but not limited to, jack cylinder, piston, PVC or other protective material; below ground or unexposed piping, alignment of elevator guide rails, smoke and fire sensors, fire service reports, all communication and entertainment devices, security systems not installed by us, batteries for emergency lighting and emergency lowering, air conditioners, heaters, ventilation fans, pit pumps and all other items as set forth and excluded in this agreement. Other Conditions With the passage of time, equipment technology and designs will change. If any part or component of your equipment covered under this agreement cannot, in our sole opinion, be safely repaired and is no longer stocked and readily available from either the original equipment manufacturer or an aftermarket source, that part or component shall be considered obsolete. You will be responsible for all charges associated with replacing that obsolete part or component as well as all charges required to ensure that the remainder of the equipment is functionally compatible with that replacement part or component. In addition, we will not be required to make any changes or recommendations in the existing design or function of the unit(s) nor will we be obligated to install new attachments or parts upon the equipment as recommended or directed by insurance companies, governmental agencies or authorities, or any other third party. Moreover, we shall not be obligated to service, renew, replace and/or repair the equipment due to any one or more of the following: anyone's abuse, misuse and/or vandalism of the equipment; anyone's negligence in connection with the use or operation of the equipment; any loss of power, power fluctuations, power failure, or power surges that in any way affect the operation of the equipment; fire, smoke, explosions, water, storms, wind, lightening, acts of civil or military authorities, strikes, lockouts, other labor disputes, theft, riot, civil commotion, war, malicious mischief, acts of God, or any other reason or cause beyond our control that affects the use or operation of the equipment. You expressly agree to release and discharge us and our employees for any and all claims and/or losses (including personal injury, death and property damage, specifically including damage to the property which is the subject matter of this agreement) associated therewith or caused thereby. ThyssenKrupp Elevator shall also automatically receive an extension of time commensurate with any delay in performance caused by or related to the aforementioned and you expressly agree to release and discharge ThyssenKrupp Elevator from any and all claims for consequential, special or indirect damages arising out of the performance of this agreement. In no event shall ThyssenKrupp Elevator's liability for damages arising out of this agreement exceed the remaining unpaid installments of the current, unexpired term of this agreement Should your system require any of the safety tests on the commencement date of this agreement, ThyssenKrupp Elevator assumes no responsibility for the day-to-day operation of the governor or safeties on traction elevators, or the hydraulic system on hydraulic elevators under the terms of this agreement until the test has been completed and the equipment passed. Should the respective system fail any of those tests, it shall be your sole responsibility to make necessary repairs and place the equipment in a condition that we deem acceptable for further coverage under the terms Elevator Maintenance Agreement California License #651371 TK 11/11 Page 8 of 11 2017-298674 - ACIA-1A2VA4G of this agreement. We shall not be liable for any damage to the building structure or the elevator resulting from the performance of any safety tests we perform at any time under this agreement. If during the initial firefighter's service test, that feature is found to be inoperable, you shall be responsible for all costs associated with necessary repair(s) to bring the elevator(s) into compliance with the applicable elevator codes in your local jurisdiction. In the event an Attorney is retained to enforce, construe or defend any of the terms and conditions of this agreement or to collect any monies due hereunder, either with or without litigation, the prevailing party shall be entitled to recover all costs and reasonable attorney's fees. You hereby waive trial by jury. You agree that this agreement shall be construed and enforced in accordance with the laws of the state where the equipment is located. You consent to jurisdiction of the courts, both state and Federal, of the state in which the equipment is located as to all matters and disputes arising out of this agreement. In the event any portion of this agreement is deemed invalid or unenforceable by a court of law, public policy or statute, such finding shall not affect the validity or enforceability of any other portion of this agreement. Our rights under this agreement shall be cumulative and our failure to exercise any rights given hereunder shall not operate to forfeit or waive any of said rights and any extension, indulgence or change by us in the method, mode or manner of payment or any of its other rights shall not be construed as a waiver of any of its rights under this agreement. Price. The price for the services as stated in this agreement shall be Eight Hundred Dollars ($800.00) per month, excluding taxes, payable Quarterly in advance. Term This agreement is effective for Thirty Six (36) month(s) starting 07/01/2017 and may be renewed on an annual basis, not to exceed two (2) additional years subject to the written consent of both parties. Annual Price Adjustments Since our costs to provide you with the service set forth in this agreement may increase, we reserve the right to adjust the price of our service under this agreement accordingly. In the event this occurs, we will adjust your monthly price based on the percentage change in the average rate paid to elevator examiners. This rate paid to elevator examiners consists of the hourly rate paid to examiners plus fringe benefits and union welfare granted in place of or in addition to the hourly rate. Fringe benefits include pensions, vacations, paid holidays, group insurance, sickness and accident insurance, and hospital insurance. We also reserve the right to make additional adjustment to the price of our service under this agreement and/or enact surcharges as needed to account for increased fuel prices when such increases exceed the Consumer Price Index (CPI) current rate. We also reserve the exclusive right to make additional adjustment to the price of our service under this agreement in the event that the equipment covered by this agreement is modified from its present state. Early Payment Discount You may elect to pay in advance for twelve (12) months of service described in this agreement. Such a pre -payment entitles you to a 3% discount from the annual price in effect at the time of payment. Elevator Maintenance Agreement TK 11/11 2017-298674 - ACIA-1A2VA4G California License #651371 Page 9 of 11 Overdue Invoices A service charge of 1'/Z% per month, or the highest legal rate, whichever is more, shall apply to all overdue accounts you have with ThyssenKrupp Elevator that are in any way related to your equipment described in this agreement. If you do not pay any sum due to ThyssenKrupp Elevator related to your equipment described in this agreement, regardless of whether it is billed pursuant to this agreement or any other with us, within sixty (60) days from the billing date, we may also choose to do one or more of the following: 1) suspend all service until all amounts due have been paid in full, and/or 2) declare all sums for the unexpired term of this agreement due immediately as liquidated damages and terminate our obligations under this agreement. If ThyssenKrupp Elevator elects to suspend service, we shall not be responsible for personal injury, death, damage to property (including damage to the equipment that is the subject matter of this agreement) or losses of any other type or kind that is in any way related the ThyssenKrupp Elevator's suspension of service. Upon resumption of service, you will be responsible for payment to ThyssenKrupp Elevator for all costs we incur that result from our suspension of service and to remedy any damage caused to your equipment during that time. Time is of the essence. Special Considerations Special Billing Rates See attached Special Billing Rate Sheet for the City of Chino Hills. Elevator Maintenance Agreement TK 11/11 2017-298674 - ACIA-1A2VA4G California License #651371 Page 10 of 11 Acceptance Your acceptance of this agreement and its approval by an authorized manager of ThyssenKrupp Elevator will constitute exclusively and entirely the agreement for the services herein described. All other prior representations or agreements, whether written or verbal, will be deemed to be merged herein and no other changes in or additions to this agreement will be recognized unless made in writing and properly executed by both parties. Should your acceptance be in the form of a purchase order or other similar document, the provisions of this agreement will govern, even in the event of a conflict. This proposal is hereby accepted in its entirety and shall constitute the entire agreement as contemplated by you and us. This proposal is submitted for acceptance within one -hundred twenty (120) days from the Date Submitted by the ThyssenKrupp Elevator representative indicated below. No agent or employee shall have the authority to waive or modify any of the terms of this agreement without the prior written approval of an authorized ThyssenKrupp Elevator manager. ThyssenKrupp Elevator City of Chino Hills: ThyssenKrupp Elevator Corporation Corporation: Approval: By: By: By: (Signature of ThyssenKrupp (Signature of (Signature of Elevator Representative) Authorized Individual) Authorized Individual) Jeff Sprosty (Print or Type Name) Katelyn Shepherd Branch Manager Account Manager katelyn.shepherd@thyssenkrupp.com (Print or Type Title) (Date Submitted) (Date of Approval) (Date of Approval) l Elevator Maintenance Agreement TK 11/11 2017-298674 - ACIA-1A2VA4G California License #651371 Page 11 of 11 ThyssenKrupp Elevator — Southern California (` Effective July 1, 2017 Based on Local 18 Billing Rates Special Billing Rates for City of Chino Hills Mechanic Straight Time Mechanic Overtime Mechanic Double Time Troubleshooter Straight Time Troubleshooter Overtime Crew Straight Time Crew Double Time CONFIDENTIAL INFORMATION Not for Public Disclosure Subject to annual escalation 2017-18 $292.00 $496.00 $584.00 $329.00 $560.00 $526.00 $1,052.00