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25-077 Cooperative Acceptance Agreement between City of Cupertino and Kone, Inc.IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO KONE INC. By ___________ _ By ___________ _ Title Title ---------------------- Date: ___________ Date: ___________ APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date ----------- 4 Aaron Ites Senior Vice President May 30, 2025 Director of Publicv Works Jun 2, 2025 Jun 2, 2025 ExhibitB Pricing Sheet ATTACHJ\1ENT A TO PURCHASING AGREEMENT# 2019.001564 STATEl\fENT OF WORK This Statement of\\fork,,. 1 ('"SOW") is issued pursuant to Purchasing Agreement# 2019.001564 dated October 1, 2ill.2 between UC and KONE, Inc. ("Agreement"). TERM OF SOW This SOW will begin on the day this Service Agreement is signed ("'Effective Date") and continue through August 31, 2029. The Customer may elect, by way of Change Order, to extend the SOW for an additional five (5), one (1) year terms. This SOW may not be renewed or otherwise amended except through a Change Order pursuant to the Change Management section below. CONTRACT PRICE The final net contract price will be One Thousand Three Hundred Dollars ($1,300.00) payable per month in advance. The contract price annual escalations are subject to the existing provisions noted in the purchasing agreement. Location & Address Type of Type of Service Sen,ice Call Testing Pricing Equipment Coverage City Hall Virginia Controls Complete Regular Time Not 10300 Torre Ave Passenger #1 $325/month Cupertino, CA 95014 State #074120 Maintenance Coverage included Cupertino Library Otis 211 Main Elevator Complete Regular Time Not $325/month 10800 Torre Ave Maintenance Coverage Included Cupertino, CA 95014 State ,,.135745 Cupertino Library Otis 211 Employee Complete Regular Time Not $325/month 10800 Torre Ave Elevator Maintenance Coverage Included Cupertino, CA 95014 State #135744 Cupertino Sports Complex National/MCE Complete Regular Time 21111 Stevens Creek Passenger #1 Not $325/month Blvd State #135530 Maintenance Coverage Included Cupertino, CA 95014 The price is based upon monthly in advance payment. In the event Purchaser chooses one of the following payment options by initialing the selection below, a discount will apply as outlined: 1 Insurance Requirements, KONE, Inc. Rev: February 2025 1 X Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1.Commercial General Liability (“CGL”): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, written on a comprehensive general liability form, and must include coverage for liability arising from Contractor’s or Subcontractor’s acts or omissions, including Contractor’s protected coverage, blanket contractual, products and completed operations, vehicle coverage and employer’s non-ownership liability coverage, with limits of at least $2,000,000 per occurrence. The CGL policy must protect against any and all liability for personal injury, death, property damage or destruction, and personal and advertising injury. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. a.It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b.Additional Insured coverage under Contractor's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO CG 20 10 04 13 c.The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. 2.Automobile Liability: ISO Form CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3.Workers’ Compensation: As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance of no less than $1,000,000 per accident for bodily injury or disease, or as otherwise required by statute. If Contractor is self-insured, Contractor must provide a Certificate of Permission to Self-Insure, duly authorized by the DIR. N/A if box checked (Contractor provides written verification it has no employees). 4.Professional Liability with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. N/A if box checked (Contract is not design/build). 5.Builder’s Risk. Course of Construction insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. N/A if box checked (Project does not involve construction or improvements/installations to property). INSURANCE REQUIREMENTS: EXHIBIT C X Insurance Requirements, KONE, Inc. Rev: February 2025 2 6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. N/A if box checked (Project does not involve environmental hazards). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At City’s option, either: (1) Contractor shall cause the insurer to reduce or eliminate self-insured retentions as respects City, its officers, officials, employees, and volunteers; or (2) Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Project, Contractor’s insurance coverage shall be “primary and non-contributory” and at least as broad as ISO CG 20 01 04 13 with respect to City, its officers, officials, employees and volunteers, and shall not seek contribution from City’s insurance. If the limits of insurance are satisfied in part by Umbrella/Excess Insurance, the Umbrella/Excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a “primary and non-contributory” basis for the benefit of City. Notice of Cancellation Each insurance policy required shall provide that coverage shall not be canceled, except with notice to the City. Each certificate of insurance must state that the coverage afforded by the policy is in force and will not be reduced, cancelled or allowed to expire without at least 30 days advance written notice to City, unless due to non-payment of premiums, in which case ten days advance written notice must be provided to City. Such notice must be sent to City via certified mail and addressed to the attention of the City Manager. Builder’s Risk Contractor may submit Builder’s Risk insurance in the form of Course of Construction coverage, which shall name the City as a loss payee, as its interest may appear. The Builder’s Risk policy must be issued on an occurrence basis, for all-risk coverage on a 100% completed value basis on the insurable portion of the Project, with no coinsurance penalties, and for the benefit of City. If the Project does not involve new or major reconstruction, City may elect, acting in its sole discretion, to accept an Installation Floater policy instead of Builder’s Risk. For such projects, the Property Installation Floater shall include improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment, and shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site. X Insurance Requirements, KONE, Inc. Rev: February 2025 3 Waiver of Subrogation Each required policy must include an endorsement providing that the carrier agrees to waive any right of subrogation it may have against City. Contractor agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Contractor shall not be required to provide any copies of insurance policies or any other information which Contractor in its sole discretion deems confidential or proprietary, unless any such request is required to respond to a claim, litigation or regulatory agency request applicable to or involving to the Owner under this Agreement. Upon written request by Owner, Contractor will provide redacted copies of applicable insurance coverages, declaration pages and forms index. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Surety Bonds As required by Contract and described in the Contract Documents. The Payment and Performance Bonds shall be in a sum equal to the applicable Service Order Price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the Contract is for longer than one year a Maintenance Bond equal to 10% of the Contract Price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. Special Risks or Circumstances City reserves the right to modify these requirements, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. Exhibit D CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. Master Agreement Contract #: MA Date: Maximum Compensation: MA End Date: Consultant: Firm Name: Address: Contact: Ph: Project Name: Ooescription: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: --------------- FiscaVBudget : SO Acc't#: Project#: Approvals Signatures: Consultant/ Contractor Manager/ Supervisor: Master Agreement Maximum Compensation: ----------Tot al Previously Encumbered to Date: ----------Enc umbra n c e this Service Order: ----------Master Agreement Unencumbered Balance: ---------- PO#: Date: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date: Management Analyst City of Cupertino Master Agreement Service Order Amendment to Agreement This Amendment #2 to Agreement # 2019.001564 (“Agreement”) is entered into between The Regents of the University of California (UC) and Supplier. AMENDMENT TO AGREEMENT The Agreement is hereby amended as follows: 1.Purchasing Agreement - Section 2, sub-section (a) Term of the SOW is hereby amended as follows: This renewal term of this agreement will begin on September 1, 2024 (“Effective Date”) and continue through August 31, 2029. Exhibit B – UC Pricing Schedule is hereby amended with the addition of the attached 2025-29 UC-Kone National Contract Price File (see enclosed Excel Spreadsheet). 2.Exhibit C – Scope of Services is hereby amended as follows: Scope of Services – Kone shall endeavor to work closely with University of California (UC) Systemwide Procurement Staff to strongly encourage the use of this elevator maintenance, modernization, and consulting services agreement by all UC purchasers throughout the UC campus system. Kone shall provide regular periodic reporting to UC Systemwide Procurement staff on UC campus agreement utilization (at least 2x a year) and work to ensure that this agreement is utilized to the greatest extent possible by all current and future UC purchasers. Vertical Transportation Services - The University of California (UC) is adding additional Vertical Transportation Services to the existing Kone base scope of work for all participating public agencies (via ONMIA) to utilize. These new services expand the complete line of elevator and escalator services to include new construction and modernization without scope of work limitations. All Services proposed shall include, but are not limited to, repairs, replacement (or alteration), modernization solutions, new construction, and maintenance service of elevator(s), escalator(s), or related equipment (see attached Vertical Transportation Services Descriptions). This new Vertical Transportation Services contracted spend shall be included by Kone in all subsequent spend reports to UC and OMNIA as appropriate going forward. All other terms, conditions and provisions of the Agreement shall remain in full force and effect. This Amendment is signed by the parties’ duly authorized representatives and shall be effective as of September 1, 2024. Signature Page Follows Amendment #2 Agreement No. 2019.001564 June 12, 2024 Page 1 of 33 KONE INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: Michael Lynch Michael Lynch (Jun 18, 2024 06:32 PDT) Name: Michael Lynch Adrian Ferreira Title: Date: Key Account Manager Jun 18, 2024 Director - Facilities and Capital Programs Jun 18, 2024 Amendment #2 Page 2 of 33 Agreement No. 2019.001564 June 12, 2024 Adrian Ferreira (Jun 18, 2024 09:06 PDT) Amendment #2 Page 3 of 33 Agreement No. 2019.001564 June 12, 2024 SAMPLE FOR ILLUSTRATIVE PURPOSES ONLY Proposal for Project Name ACCOUNT NAME Attention: Customer Name KONE People Flow Solution Proposal Date www.kone.us Project Name 2(11) Account Name Attention: Customer Name Address KONE People Flow Solutions Proposal Project Name Date Tender # Prepared by: Salesperson, Title Phone number first.last@kone.com 1. Proposal Pricing summary The KONE solution includes design, manufacturing, supply and installation of the following: Elevator Equipment name Solution Capacity/Speed Landings/Entrances Price Group 1 Elevator 1 1 x KONE MonoSpace 500 3500 lbs / 350 fpm Landings: 12 Entrances: $ XXX,XXX.00 DX 12 front / 0 rear Total Sales Price, net including TAX $ XXX,XXX.XX Additional options The following options may be added to our proposal if desired. Validity of proposal Our proposal is based on the architectural drawings dated XXX and specification (Division 14) dated XXX and meets the general intent of the project. Pricing is based on the contents specified in this Proposal and the appendices and Bid Attachments, which are incorporated into this Proposal (the “Proposal”). Contract terms shall be in accordance with Bid Attachment “A” / KONE Inc. General Terms and Conditions and Bid Attachment “B” / Site Safety Requirements / Work by Others, which are incorporated by reference. The pricing included in this Proposal is submitted with the understanding that all documents referenced and incorporated will be signed without modification. In the event of conflicts or inconsistencies between this Proposal and any other contract document, this Proposal shall supersede and prevail. This Proposal is valid for 30 days. www.kone.us Project Name 3(11) 2. Your Solution Elevator Technical Specification KONE Solution Machinery location Capacity (lb) Speed (fpm) Travel height (ft) Stops Front entrances Rear entrances Control system Regulations Shaft size (W x D) (ft) Pit depth (ft) Clear Height under Ceiling (ft) Power supply, machinery (V / Hz) Car size (WxDxH) (in) Door opening dimensions (WxH) (ft) Controller location Group 1 Elevator 1 www.kone.us Project Name 4(11) Design Group 1 – Elevator 1 Do you want to see the design in 3D view? Click below Rear and Side walls Front and Side walls Copy- paste the below url to the web browser if the button failed: https://cardesigner.kone.us/#/doc/3575ff8e-0fd4-4537-a193-5d8147cdf4ba Disclaimer text placeholder Materials and design Please note that all images are for illustration purposes only. Some differences to actual product delivered may exist. Elevator 1 Car walls Front wall Ceiling Flooring by others Handrail Skirting Car Fan Protection pads Door type Door material www.kone.us Project Name 5(11) Sill material Number of car operating panels (COP) COP details Jamb mounted destination indicator Signalization Series Additional Options Hall/Lobby panel included Locking of car calls switch type Hazard Avoidance Emergency battery drive Operation of car ventilation Regenerative drive Landing Floor Marking Landing Sill Material Finish Entrance Frame type Hall Lantern / Position Indicator 12 Front 11 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 11 Front 10 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 10 Front 9 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 9 Front 8 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 8 Front 7 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 7 Front 6 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 6 Front 5 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 5 Front 4 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 4 Front 3 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 3 Front 2 Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 2 Front *1 Aluminum #4 Brushed Stainless Knock-down style bolted frames Lantern / Position Indicator 1 Front B Aluminum #4 Brushed Stainless Knock-down style bolted frames Hall Lantern 3. Project-Specific Clarifications ● Project-specific clarifications www.kone.us Project Name 6(11) A flexible machine room-less traction elevator solution for low to mid-rise buildings. ●Excellent eco-efficiency – hoisting technology, lighting, and standby solutions for energy efficient operation. ●Superb ride comfort – smooth and quiet operation in compliance with our strict ride-comfort standards. ●Versatile design - a broad set of attractive materials and accessories to create the perfect interior for your elevator. 4. Why KONE? KONE in brief KONE is a global leader in the elevator and escalator industry. Our versatile product portfolio features a wide range of innovative products including elevators, escalators, and autowalks. You are supported by our broad district and branch network across North America. Product offer KONE MonoSpace DX® KONE 24/7 Connected Services – improved safety, full transparency, and peace of mind KONE elevators can be equipped with KONE 24/7 Connected Services. This solution allows our teams to predict issues and act before a shutdown occurs. For our customer and building tenants, it means improved reporting and communication on maintenance work with full transparency and ease of mind. Read more at kone.us/connected www.kone.us Project Name 7(11) 5. Ensuring Project Success Project Schedule Overview This Proposal is conditioned upon KONE's standard installation methodology and all work performed during normal business hours, excluding IUEC (International Union of Elevator Constructors) holidays. The following schedule is proposed: Preparation of Submittals X weeks From receipt of contract and first payment. Contract Review X weeks From receipt of full contract package. All referenced documents required. Approval of Submittals TBD Mutually agreeable time to incorporate changes to the layout and approve the submittals. Approval of Submittals means notification in writing, by the Customer or Customer's Agent, that all submittals are approved, and manufacturing may commence. All finishes and features are to be confirmed at the time of submittal approval. Manufacturing and Delivery XX weeks From receipt of submittal approval and an executed contract. KONE’s policy is to release equipment to Manufacturing after the contract is fully executed by both parties. Note: KONE's factory has two-week shutdown over the months of July and December. Any manufacturing duration that falls during these months shall add two weeks to the manufacturing time. Delivery times may be extended due to delays caused by measures undertaken to stop the spreading of the Coronavirus (2019-nCoV) epidemic, availability of personnel, logistics providers, and supply chains. Notice to commence on site and site check X weeks Prior to starting the installation, KONE requires a two-week notice to inspect the site to ensure it fulfils the requirements set by KONE for commencing installation. Site Check will be performed in the two weeks before installation begins. Installation XX weeks Only after the site has passed the Site Check inspection, the installation can start. Duration is per unit. If multiple units need to be installed at the same time, a Foreman will be required at additional cost - based on availability. Testing and Commissioning XX weeks Clean 3-phase power, active phone line to the controller, and all life safety provided by others is required prior to testing / commissioning. www.kone.us Project Name 8(11) Site Preparation KONE requires the following conditions fulfilled two weeks prior to commencement on site. Please see Bid Attachment “B” / Site Safety Requirements / Work by Others for more detailed site requirements. These conditions will be verified during the site readiness visit. Adequate access for delivery of elevator material + clean/dry 21’ x 56’ storage space per elevator. The hoistway, pit, and machine room must be clean, dry, and constructed per the approved KONE final layout drawings. Any required support for guide rail brackets, divider beams and divider screens from pit floor to the top of the hoistway will be provided by others. Note: bracket support points may be required between floors. The hoistway must be plumb according to tolerances listed on KONE Final approved layout drawings. Removable, OSHA approved barricades must be provided around all hoistway openings. Provide and install full entrance protection, made of nylon mesh or reinforced plastic at all hoistway openings per OSHA 1346 1926.502(j). Design and install entrance protection in such a way as to allow quick accessibility in and out of the hoistway. Permanent or temporary three-phase and single-phase power of permanent characteristics with disconnect switches. A hoist beam and safety beam (furnished by KONE) must be cut to size and installed in the elevator overhead per the approved KONE final layout drawings (hoistbeam capable of supporting the load requirement noted in our shop drawings). Applicable work areas must have adequate lighting. Finished floor marks must be visible from the hoistway openings at all landings. Warranty / maintenance Our Proposal includes 12 months of KONE standard maintenance with KONE 24/7 Connected Services, including regular time callback service. Under no circumstances shall indicators or predictions from KONE 24/7 Connected Services be cause for immediate services. They shall be addressed upon the next scheduled maintenance visit, or otherwise at the sole discretion of KONE. The remote monitoring devices are provided to the Customer as part of the Services. Customer gives KONE the right to utilize 24/7 Connected Services to collect, export and use data generated by the use and operation of the equipment. Customer has no ownership or proprietary rights to such data, nor the device or software that monitors, analyzes, translates, reports or compiles such data. KONE 24/7 Connected Services, including any data collected, the device(s) to perform the service, and any software related thereto shall be the exclusive property of KONE. KONE MAKES NO WARRANTY THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. KONE IS NOT LIABLE FOR ANY DAMAGES RELATING TO LACK OF NETWORK COVERAGE AT THE SITE OF THE EQUIPMENT, DUE TO TAMPERING WITH THE REMOTE MONITORING DEVICE, INTEROPERABILITY, SERVICE DEFECTS, SERVICE LEVELS, DELAYS, SERVICE ERRORS, INTERRUPTIONS OR ANY OTHER REASON OUTSIDE OF KONE’S REASONABLE CONTROL. KONE DISCLAIMS ANY LIABILITY FOR DAMAGES OR INJURIES (INCLUDING DEATH) ARISING FROM OR IN CONNECTION WITH THE OPERATION OR USE OF THE SERVICES SET FORTH HEREIN. The Product Warranty is specified in Bid Attachment A. Installation by KONE of any parts covered under the Product Warranty on parts will only occur while KONE maintains an active maintenance contract. The Product Warranty and Warranty Maintenance commences on the date of acceptance set forth in the Uniform Final Acceptance Form. For long-term reliability, a continuing maintenance agreement is necessary. This Proposal is conditioned upon KONE receiving a ten (10) year KONE Extended Warranty maintenance contract from ownership prior to the date of acceptance set forth in the Uniform Final Acceptance Form. www.kone.us Project Name 9(11) Price Adjustment KONE shall be entitled to an equitable adjustment in the Price, including but not limited to, any increased costs between the time the Contract is signed and the date of manufacture for materials, labor, or shipping, as well as increased costs resulting from any change in law or tariffs. Payment terms Proposal price is valid with the following payment terms (Payment due date is 30 days net, from the date of KONE's invoices): 30% Engineering & Site Management 50% Material 20% Installation KONE reserves the right to delay and/or suspend the work, including manufacturing, delivery, installation and/or final turnover of the equipment for non-payment. Prior to equipment turnover, KONE must be paid in full including all change orders, less retention. Additionally, prior to turnover KONE requires a signed Final Acceptance and receipt of a Final Punchlist from all parties. Should you have a requirement other than that shown above; we will be pleased to discuss it with you. Sourcing This Proposal is made without regard to compliance with any special purchasing and/or manufacturing requirements including, but not limited to, Buy America, Buy American, U.S. Steel, FAR clauses, minority/disadvantaged supplier requirements or similar state procurement laws. Should such requirements be applicable to this project, KONE reserves the right to modify and/or withdraw our Proposal. Confidentiality Any pictures or images included in this Proposal are for information purposes only. This proposal and all attachments are intended for the exclusive use of the addressee-recipient. This proposal and attachments are proprietary, confidential, and protected by copyright laws of the United States of America and international treaties. Reproducing, copying, disclosing, adapting, publishing, or distributing this proposal or the attachments, in whole or part, is prohibited. Copyright © 2020 KONE Inc. All rights reserved. Completion The price is based on KONE completing its work by December 31, 20**, and a material manufacturing start, no later than six months from the date of this Proposal. The standard wage rate is assumed. If KONE's on-site work is not completed in the above calendar year (due to delays by others), you will be responsible for the labor rate increase that occurs on January 1st of each following year. Storage/delivery/remobilization This Proposal is based on the site being handed over to KONE in accordance with KONE Site Safety Requirements, per Bid Attachment “B,” on the agreed dates. Any changes to such dates are considered a change to the schedule and KONE shall be entitled to an extension of time and to recover all costs related to such changes and an extension of time. If the Site Requirements are not complete, KONE will not deliver the unit equipment to the job site. If KONE is unable to unload at the jobsite on the scheduled date and commence installation immediately, additional costs for off-site storage ($X,XXX / month per unit) and labor for double handling of the materials ($X,000) shall be paid to KONE via a Change Order. Should KONE be required to demobilize, through no fault of its own, due to any suspension or work stoppage, and after material is delivered to the jobsite a charge of $X,000 per crew shall be paid to KONE via a Change Order for each remobilization. Customer shall also store and protect the materials and equipment onsite or at a storage facility reasonably acceptable to KONE at Customer’s sole risk and cost. If KONE is not able to commence installation on the agreed upon material delivery date or if KONE’s work cannot be performed in an uninterrupted manner, labor may be reallocated to other projects and may not be available to reallocate to this project for several weeks. KONE is not responsible for any delay to the project resulting from labor reallocation because of Site Requirements not being complete by the material delivery date. www.kone.us Project Name 10(11) Operator time No operator time is included in this proposal. If the General Contractor or another subcontractor requires access to the shaft or the use of the elevator platform for any reason prior to Final Acceptance, KONE will provide an operator per the standard hourly rate of $XX0/hour for straight time or $X00/hour for overtime. Availability of an operator will be determined at the time of the request. KONE’s installation schedule shall be extended by the time needed by other trades for access to the shaft. Temporary construction time use This proposal does not include provisions for temporary use of the elevator(s). Should temporary use be required, a monthly fee ($X,X00), costs of temporary inspections / re-inspections ($X,X00), and a hoistway screening cost (if applicable) will apply per elevator. Any additional cost for screening the hoistway (if applicable) and readjusting / refurbishment will be paid by customer. The General Contractor will provide: ● Protection of the elevator(s) ● Protection of hoistway openings ● Electrical service ● Temporary car enclosure ● Operator ● Two-way voice communication boxes at each landing The KONE Temporary Acceptance Form shall be executed before any elevator is placed into temporary service. Please note that KONE requires two weeks minimum to refurbish the elevator(s) to a “like new” state prior to final turnover. Hoistway cleaning KONE is unable to estimate the cleanliness of an elevator hoistway on a construction site, as the amount of debris/dust is dependent on work completed by other trades within the building. As such, KONE has not included any costs for clean down of the elevator shaft but can provide a price if conditions warrant. Other trade work No additional time or costs (outside of the equipment installation and inspection time) have been included in this proposal for coordination with the life safety system, security system, or any other trades. KONE shall be entitled to an extension of time and / or additional costs incurred by additional time expended for coordination with other trades. Phone This proposal includes one standard, hands-free ADA compliant speakerphone per cab. It will automatically dial to a determined location. A KONE Care – Emergency Phone Monitoring or Wireless Phone service agreement must be completed, (either accepting or denying KONE’s monitoring service) two weeks prior to final inspection. Inspections This Proposal includes one final inspection by the elevator code authority, per elevator, during normal working hours. Prior to scheduling the elevator final inspection with the Authority Having Jurisdiction (AHJ), building life safety including fire alarm and dedicated phone lines for each elevator must be fully operational. If the final inspection fails due to KONE’s sole responsibility, KONE shall pay for the cost of re-inspection(s). Should re-inspection be required due to deficiencies by others, you will be responsible for the cost of re-inspection(s). All other testing will be provided for additional cost at normal KONE billing rates. During the final testing, a representative of the fire-life-safety contractors will be required (at no cost to KONE) while testing the elevators. No overtime has been included in this Proposal. Changes to the work KONE shall not be required to proceed with any Customer requested change to its Work (“Extra Work”) until such Extra Work is evidenced in a mutually acceptable Change Order and signed by both parties. This includes, but is not limited to, any changes or revisions, accelerations, resequencing, suspension of KONE’s schedule of Work or other delays outside of KONE’s control. However, should KONE agree to proceed with Extra Work pursuant to a Construction Change Directive or Field Order without a fully executed Change Order, such agreement by KONE is conditioned on the Extra Work being converted promptly to a fully executed Change Order. KONE shall not be obligated to continue performance of Extra Work if the estimated value of unexecuted Change Orders exceeds 10% of the Agreement Price, or if there is a reasonable safety concern, a product www.kone.us Project Name 11(11) limitation, or it is unreasonable to proceed. No action by KONE, including but not limited to KONE performing Extra Work without an executed Change Order, shall be construed to be a waiver of Subcontractor’s right to seek payment for the Extra Work performed, or to obtain a Change Order at a later date. Customer shall remain directly liable to KONE for payment for changed or Extra Work ordered by the Customer for delays caused by Customer or others subordinated to Customer. 6. Proposal Acceptance We have read in full and accept the content of this Proposal and all attachments. Project Name: Project Name Proposal No: Tender # Site Address: Total Sales Price: $ Customer ACCOUNT NAME Date Signature Printed name Bid Attachment “A” / KONE Inc. General Terms and Conditions (New Equipment) Bid Attachment A, Version 14.2 – 05.04.2022 USK NEB p.1/2 1. APPLICATION OF THESE TERMS The parties agree to be bound by the terms and conditions contained in the Bid Letter, this Bid Attachment A and Bid Attachment B, including the documents incorporated herein by reference (collectively, the “Proposal”). 2. SPECIAL PURCHASING REQUIREMENTS This Proposal is made without regard to compliance with any special sourcing and/or manufacturing requirements including, but not limited to, Buy America, Buy American, U.S. Steel, FAR clauses, minority / disadvantaged supplier requirements or similar federal and/or state procurement laws. Should such requirements be applicable to this Project, KONE reserves the right to modify and/or withdraw its Proposal. 3. PROPOSAL CONDITIONS The Proposal shall be open for acceptance within 30 days from the date of the Bid Letter unless stated otherwise. Prior to commencing manufacturing, KONE must have (i) a fully executed contract; (ii) a schedule acceptable to KONE identifying the Equipment installation start date, or alternatively, KONE’s letter specifying the ship date (“Ship Date Letter”) signed by Customer, which, as applicable, is incorporated by reference herein; (iii) the first payment in Section 4 herein; and (iv) fully approved KONE layouts. 4. PAYMENT TERMS Payment of the total Price is due within 30 days from invoice date, as follows: • 30% of the Price for engineering, site management, and overhead, billable and due upon execution of this Proposal or receipt of the subcontract; • 50% of the Price for material and shipping, billable and due upon delivery of material to the jobsite or KONE Distribution Center; • 20% of the Price for Equipment installation, billable and due at the billing cycle following the start of installation. KONE imposes a surcharge for payments made via credit card that is not greater than our cost of acceptance. The surcharge that we impose for this type of transaction is a percentage of the amount paid via credit card, which will be notified to the Customer at the payment portal. KONE reserves the right to delay, suspend, or stop the work, including manufacturing, delivery, installation and/or Equipment turnover, for non- payment, without liability to KONE or being held in default. Simple interest at 1.5% per month shall be charged on amounts not paid when due. Payments to KONE are not contingent on any third-party payments to Customer. Customer shall reimburse KONE for all costs of collection, including courts costs and reasonable attorneys’ fees. Prior to turnover, KONE must be paid in full, less 10% maximum retention, the Price including all change orders. Retention shall be due and payable within 30 days of execution of the Uniform Final Acceptance, which is incorporated by reference herein, or Equipment turnover, whichever occurs first. If certified payroll reporting is required, KONE will submit reporting in the format of the U.S. Department of Labor form WH 347 & WH 348. The Price does not include Textura or any other special billing requirements, which can be added at a rate of 0.3% of the Price. 5. INSTALLATION Customer shall be responsible for procurement and cost of all permits, except permits related to installation of the Equipment. This Proposal is conditioned upon KONE using its standard installation method. The installation of the Equipment shall start after Customer has completed all work set forth in Bid Attachment B and any other documents describing site requirements (“Site Requirements”), all of which are incorporated by reference herein. Within two (2) weeks prior to the scheduled delivery date for KONE’s materials, KONE shall verify that the Site Requirements are complete and notify Customer if there are outstanding deficiencies preventing KONE from beginning installation. If there are any deficiencies, KONE shall be entitled to delay the start of installation and Customer shall be responsible for all additional costs incurred by KONE, including without limitation, costs associated with: labor reallocation, re- directing materials to and storage in a KONE Distribution Center, additional labor for double handling of materials, and additional trucking, freight and insurance. Once the Site Requirements are completed, the start of installation shall be subject to the availability of labor and the delivery of material. KONE shall not participate in a composite clean-up crew or any costs thereto. KONE shall not attend jobsite meetings until mobilized onsite. KONE’s work shall be performed during regular union working hours of regular working days, Monday to Friday, statutory holidays excluded. If overtime is mutually agreed upon and performed, the additional costs for such work shall be added to the Price at KONE’s standard overtime rates. If the installation cannot be performed in an uninterrupted manner for any reason beyond KONE's control, Customer shall store the Equipment at Customer's cost and compensate KONE for any costs caused by such delay including, but not limited to, double handling of Equipment and demobilization. KONE shall not be required to perform overtime or any Customer directed change to its work (“Extra Work”) without an executed change order. No action by KONE, including but not limited to, performing Extra Work without an executed change order, shall be a waiver of KONE’s right to seek payment for Extra Work performed. KONE shall be entitled to an extension of time and an equitable adjustment in the Price, including but not limited to, any increased costs of labor, including overtime, resulting from any change of schedule, re-direction of KONE personnel to another work area, acceleration, or out of sequence work. KONE shall take reasonable methods to protect its work-in-place while KONE is actively on site and until execution of a KONE Uniform Final Acceptance. Should damage occur to KONE property, material or work-in- place by fire, water, theft or vandalism, Customer shall compensate KONE for said damages. KONE shall abide by Customer’s safety policies and procedures to the extent such policies and procedures are not in conflict with KONE’s Safety Policy. Testing and/or security features of Equipment must be completed before Equipment turnover. KONE is not responsible for damages, either to Equipment or the building, or for any personal injury or death, arising out of or resulting from any code required safety tests performed on Equipment or hoistway access granted by Customer to other trades prior to Equipment turnover. 6. TEMPORARY USE Temporary use of Equipment may be permitted, provided the use period allows adequate time for Equipment restoration for final turnover and Customer executes KONE’s Temporary Use Agreement. Temporary use shall be invoiced separately and subject to payment terms in Section 4 herein. At the end of temporary use, Customer shall return the Equipment to KONE in "like new" condition. 7. HAZARDOUS MATERIALS KONE’s work shall not include any abatement or disturbance of asbestos containing material (“ACM”), presumed asbestos containing materials (“PACM”), or other hazardous materials (i.e. lead, PCBs) (collectively “HazMat”). KONE shall have the right to discontinue its work in any location where suspected HazMat is encountered or disturbed. Any HazMat removal or abatement, or delays caused by such, required in order for KONE to perform its work shall be Customer’s sole responsibility and expense. Should any HazMat abatement occur within the shaft or machine room, Customer shall execute KONE’s Hoistway or Pit Access Request. If any HazMat is known to be present on site before the start of work, HazMat removal or abatement shall be completed prior to KONE scheduling installation and delivering material. 8. TITLE AND RISK TO EQUIPMENT Title to and ownership of all Equipment intended for incorporation in KONE’s work, whether installed or stored on or off site, shall remain with KONE until final payment is made Risk of loss in KONE’s work and Equipment passes to Customer upon delivery to the site or off-site storage. Any tools, devices, or other equipment that KONE uses to perform its work or monitor the Equipment remains the sole property of KONE. If this Proposal terminates or expires for any reason, Customer will give KONE access to the premises to remove such tools, devices or equipment at KONE’s expense. 9. TURNOVER Prior to turnover, KONE must receive a final punch list. Upon turnover, KONE requires a signed Uniform Final Acceptance. KONE shall provide its standard electronic O&M manual on a flash drive. Standard KONE samples shall be provided upon request. No mock-ups or video training are included in the Price. Bid Attachment “A” / KONE Inc. General Terms and Conditions (New Equipment) Bid Attachment A, Version 14.2 – 05.04.2022 USK NEB p.2/2 10. DELAY KONE shall not be liable for any loss, damage, claim, or delay due to any cause beyond KONE's control, including, but not limited to, acts of domestic or foreign government (including a change in law), strikes, lockouts, work interruption or other labor disturbance, delays caused by others, fire, explosion, theft, floods, inclement weather, riot, civil commotion, war, malicious mischief, infectious diseases, epidemic, pandemic, quarantine, border or port of entry and exit restrictions or acts of God. In the event of such delays, KONE shall be entitled to an extension in time equal to the length of such delay affecting KONE and an equitable adjustment in the Price. Customer shall compensate KONE for labor and material cost escalations resulting from Project delays not caused by KONE, which extend completion of KONE’s work beyond the end of the current calendar year. Customer is on notice that IUEC labor rates increase annually. 11. LIMITED WARRANTY For one (1) year after the acceptance date set forth in the signed Uniform Final Acceptance, date of Equipment turnover, or date of Customer’s use of Equipment (unless such use is pursuant to the Temporary Use Agreement), whichever occurs first, KONE warrants Equipment against defect in workmanship and material. The warranty excludes remedy for damage or defect caused by abuse, misuse, vandalism, neglect; repairs, alteration or modifications not executed by KONE; improper or insufficient maintenance, improper operation, characteristics of the building such as electrical power or security features, natural or other catastrophe such as flood, fire, or storm, or normal wear and tear and normal usage. The warranty excludes training or instruction in the proper operation or maintenance of Equipment. Specific noise ratings and energy efficiencies cannot be guaranteed due to different building characteristics and ambient noise levels. Customer’s remedy is limited to repair or replacement of a defective part, in KONE’s sole discretion, and excludes labor. KONE DISCLAIMS ANY OTHER WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. 12. INDEMNIFICATION KONE shall only indemnify and hold Customer harmless for claims, damages, losses or expenses, but excluding loss of use (“Claims”) due to bodily injury, including death, or tangible property damage (other than the Project or KONE’s work itself) to the extent caused by KONE’s negligent acts or omissions. KONE shall not indemnify Customer for any other Claims. Customer agrees to indemnify and hold KONE harmless from any Claim for bodily injury, including death, or tangible property damage in connection with the use or operation of the Equipment. Each party shall defend itself in the event of a Claim. 13. INTELLECTUAL PROPERTY KONE shall retain title and ownership of all intellectual property rights relating (directly or indirectly) to the Equipment provided by KONE, including but not limited to software or firmware (whether in the form of source code, object code or other), drawings, technical documentation, or other technical information delivered under the Proposal. KONE grants Customer a non-exclusive and non-transferable license and right to use the software and firmware in connection with the use and maintenance of the Equipment. Customer shall not use any drawings, technical documentation or other technical information supplied by or on behalf of KONE for any purposes other than those directly related to the Proposal or to the use and maintenance of the Equipment. Customer shall not in any form copy, modify or reverse engineer the software, or give access to the software for such use to any third party without KONE’s prior written consent. 14. INSURANCE In lieu of any Customer insurance requirements, KONE shall provide its standard certificate of insurance, which shall be deemed to satisfy all insurance requirements for this Project. KONE shall not provide loss runs insurance rate information, copies of its insurance policies or any other information which KONE considers confidential. KONE shall not provide coverage for professional (E&O) liability, pollution liability, data privacy/security, or no-fault medical payments. If the Project is covered by a Wrap Up Insurance Program, KONE agrees to participate provided there is no cost to KONE, no reduction in the Price, and subject to KONE’s review of the proposed program. If KONE’s primary limits are sufficient to satisfy insurance coverage requirements, excess/umbrella liability will not be required or if excess/umbrella is required, KONE’s excess coverage does not follow form although typically provides broader coverage than KONE’s primary policies. The excess coverage is not AM Best Rated nor licensed to do business within the jurisdiction although the carrier has strong Standard & Poor’s and Moody’s financial ratings that may be evidenced upon request. 15. LIMITATION OF LIABILITY In no event shall either party be liable to the other party for any consequential, special, punitive, exemplary, liquidated, incidental, or indirect damages (including, but not limited to, loss of profits or revenue, loss of goodwill, loss of use, increase in financing costs) (collectively, "Consequential Damages") that arise out of or relate to this Proposal even if such party has been advised of the possibility of such Consequential Damages. The limitation set forth in this section shall apply whether the claim is based on contract, tort or other theory. 16. CONCEALED OR UNKNOWN CONDITIONS If during the course of its work, KONE encounters conditions at the site that are subsurface, differ materially from what is represented in the contract documents, or otherwise concealed physical conditions, KONE shall be entitled to an extension of time and additional costs for the performance of its work, which shall not be subject to any payment conditions or contingencies. 17. BACKCHARGES KONE shall not be responsible for back charges unless Customer provides at least 2 business days’ written notice prior to incurring such charges, supporting documentation and such charges directly arise out of KONE’s failure to perform under the Proposal. 18. TERMINATION If a party materially breaches this Proposal, the other party shall provide written notice of the breach and a reasonable time to cure the breach, but in no event less than 30 days. If the breaching party fails to cure the breach within the specified time period, the non-breaching party may terminate the Proposal upon 15 days written notice to the other party. If KONE notifies Customer of a material breach pursuant to this paragraph, KONE may temporarily suspend its work without liability. 19. GOVERNING LAW AND DISPUTE RESOLUTION The parties agree that this Proposal shall be governed by the laws of the state where the Project is located, and venue for disputes shall be located in that state. KONE does not agree to participate in arbitration proceedings. 20. PRICE ADJUSTMENT KONE shall be entitled to an equitable adjustment in the Price, including but not limited to, any increased costs between the time the Contract is signed and the date of manufacture for materials, labor, or shipping, as well as increased costs resulting from any change in law or tariffs. 21. 24/7 EMERGENCY VIDEO COMMUNICATIONS Applicable only for projects where KONE 24/7 Emergency Video Communications is included: The KONE 24/7 Emergency Video Communications contract addendum and General Terms and Conditions for KONE Digital Services must be signed by the Building Owner. This contract addendum requires the Building Owner to pay a fee for audio, video, and data connectivity. This payment obligation, among other provisions, survives termination of any maintenance agreement. 22. MISCELLANEOUS This Proposal, including the documents incorporated herein by reference, constitutes the entire agreement of the parties and supersedes all prior negotiations, understandings, and representations whether written or oral in relation to the subject matter hereof. Where a conflict or ambiguity exists between this Proposal and any other contract document (including but not limited to, Customer’s drawings and specifications), the terms and conditions of this Proposal shall control. This Proposal may be amended only in writing by the duly authorized representative of both parties. This Proposal may be executed in one or more counterparts. Each counterpart shall be considered an original and all of the counterparts shall constitute a single agreement binding all the parties as if all had signed a single document. For purposes of executing this Proposal, a document signed by electronic means is to be treated as an original document. The failure of either party to insist upon performance or strict performance of any of the terms or conditions of this Proposal shall not be deemed a waiver of any rights or remedies that such party may have or a waiver of any subsequent breach or default under this Proposal. Neither party may assign or transfer the benefit or burden of this Proposal without prior written consent of the other party. Advanced People Flow (APF) Attachment to Bid “B” Work by Others CONSTR-07-0666 (2021-11-23) Advanced People Flow (APF) 1 Purchaser to provide the following in accordance with code requirements NOTE: All Work by Others is required to be completed two (2) weeks prior to the start of APF installation. KONE Access Control (if provided) 1. General: provide IP addresses per KONE LAN schedule. IP addresses are required for, but not limited to, KONE Group Controllers (KGC), KONE Interface Controllers (KIC), LAN Destination Operating Panels (DOP), LAN Destination Guidance Displays(DGD), and LAN InfoScreen. 2. If KONE Access 500: provide two (2) dedicated 15 amp 120 VAC fused service with ground in the control space connected to designated ACS cabinet(s) per the ACS wiring diagrams. Must include the means to disconnect this service and lock-off in the “open” position (NFPA 70 article 620.22 and 620.53 or CEC article 38.22 and 38.53). 3. If KONE Access 500: if Mobile Device feature is provided, the customer provides the site-specific configuration cards and two valid mobile credentials for testing to KONE during installation. Consult with your sales rep or bid letter. Turnstile Integration for KONE Destination (if provided) 4. Provide one (1) dedicated GFCI protected 20 amp 120 VAC (15 amp in Canada) duplex outlet for People Flow Servers per the wiring diagrams. 5. KONE recommends a minimum 100 Mbit/s Ethernet for each of the following applications: Security Integrated Touchscreen/Keypad Destination Operating Panels, Monitoring System, Multimedia Equipment, and Card Readers. 6. Provide IP addresses per KONE LAN schedule. IP addresses are required for, but not limited to, KONE Group Controllers (KGC), KONE Interface Controllers (KIC), LAN Destination Operating Panels (DOP), LAN Destination Guidance Displays(DGD), and LAN InfoScreen. 7. Provide and install the required number and size conduit runs from elevator hoistways to turnstile banks. See turnstile integration specifications for site specific requirements. 3rd Party Access Integration/Security (if provided) 8. Our proposal includes KONE logic and provisions for the specified Touchscreen(s), Keypad Destination Operating Panel(s), Monitoring System(s), and Multimedia Equipment. 9. Card Readers and/or any additional required hardware & software for proper functionality of access control/security system(s) shall be furnished and installed by others. 10. A designated 15 amp 120 VAC circuit is required at each of the remote monitoring stations. 11. Any required interface software to ensure proper communication between KONE control system(s) and building system(s) shall be the responsibility of others. 12. KONE recommends a minimum 100 Mbit/s Ethernet for each of the following applications: Security Integrated Touchscreen/Keypad Destination Operating Panels, Monitoring System, Multimedia Equipment, and Card Readers. KONE Destination Dispatching (if provided) 13. General: when KONE Destination (Destination Dispatch) is used, provide one (1) dedicated 15 amp 120 VAC fused service with ground (supplied through automatic emergency lighting supply if available inbuilding) connected to each elevator signal control cabinet for shaft power. Must include the means to disconnect this service and lock-off in the “open” position (NFPA 70 article 620.22 and 620.53 or CEC article 38.22 and 38.53). 14. Provide IP addresses per KONE LAN schedule. IP addresses are required, but not limited to, KONE Group Controllers (KCEGC), KONE Interface Controllers (KIC), LAN Destination Operating Panels (DOP), LAN Destination Guidance Displays (DGD), and LAN InfoScreen. 15. Provide a VLAN with a minimum 100 MBit/s dual ethernet connections with dual RJ45 jack in each machine room/control room/control space. Consult with your sales rep or bid letter. 16. If KONE Destination 820: provide a minimum 100 MBit/s dual ethernet connections with dual RJ45 jacks between elevator groups and across hallways where machine rooms/control rooms/control spacesform the same group (minimum CAT6 up to 100m, fiber Optics if greater than 100m). 17. If KONE Destination 1020: provide one (1) additional dedicated 15 amp 120 VAC fused service with ground (supplied through automatic emergency lighting supply if available in building) connected to each elevator signal control cabinet that has a LAN riser to power Core and Shaft LAN Switches. Must include the means to disconnect this service and lock-off in the "open" position (NFPA 70 article 620.22 and 620.53 or CEC article 38.22 and 38.53). 18. If KONE Destination 1020: provide one (1) additional dedicated 15 amp 120 VAC fused service with ground (supplied through automatic emergency lighting supply if available in building) to power the Site Advanced People Flow (APF) Attachment to Bid “B” Work by Others CONSTR-07-0666 (2021-11-23) Advanced People Flow (APF) 2 Controller and Edge Router modules. Must include the means to disconnect this service and lock-off in the "open" position (NFPA 70 article 620.22 and 620.53 or CEC article 38.22 and 38.53). 19. If KONE Destination 1020: provide a dedicated OM3 optical fiber link with SC connectors and terminated into a patch panel to integrate machine rooms. 20. If KONE Destination 1020: if Elevator Guide (EG) display is provided; provide a Full HD TV with HDMI v1.4 interface and a minimum size of 24". Provide a 120 VAC power outlet at the location of the EG display to provide power to the TV and proper HDMI cables to connect the HDMI output provided by KONE into the HDMI input of the provided TV. If the EG display is located 30 ft (10 m) or farther from the elevator shaft, proper HDMI signal extension means shall be provided. E-Link (if provided) 21. A designated 15 amp 120 VAC circuit is required at each of the remote monitoring stations. 22. KONE recommends a minimum 100 Mbit/s Ethernet for each of the following applications: Security Integrated Touchscreen/Keypad Destination Operating Panels, Monitoring System, Multimedia Equipment, and Card Readers. 23. Provide IP addresses per KONE LAN schedule. IP addresses are required, but not limited to, KONE Group Controllers (KGC), KONE Interface Controllers (KIC), LAN Destination Operating Panels (DOP), LAN Destination Guidance Displays (DGD), and LAN InfoScreen. 24. BACnet additional requirements (if provided): a. Provide all E-Link features required. b. Provide BACnet Device IDs for Devices. c. Provide BACnet Revision Level requested for the site (PR-18 supported or not). KONE Remote Call (if provided) 25. Provide one (1) dedicated CFCI protected 20 amp 120 VAC - amp duplex (15 amp in Canada) outlet per the Remote Call wiring diagrams. 26. KONE recommends a minimum 100 Mbit/s Ethernet for each of the following applications: Security Integrated Touchscreen/Keypad Destination Operating Panels, Monitoring System, Multimedia Equipment, and Card Readers. 27. Provide one (1) public IP v4 address that can be accessed via the Internet. 28. Provide IP addresses per KONE LAN schedule. IP addresses are required, but not limited to, KONE Group Controllers (KGC), KONE Interface Controllers (KIC), LAN Destination Operating Panels (DOP), LAN. InfoScreen (if provided) 29. If InfoScreen is offline, none of the below is applicable. Provide one (1) RJ45 CAT6 jack and network switch in each elevator machine room/control space that has an InfoScreen server. This jack is wired to a building LAN network with internet access. In the machine room/control space, pipe and wire CAT6 cable from the switch to the InfoScreen Server Box. 30. Provide one (1) IP address for each InfoScreen server. 31. Provide another RJ45 CAT6 jack and VLAN configuration to the next elevator machine room/control space that has elevators with InfoScreens. This is to connect two Group Connection Boxes from two elevator machine rooms/control space. 32. Provide a dedicated 15 amp 115 VAC fused disconnect with ground PE per machine room/control space piped and wired to the first InfoScreen Group Connection Box 33. If InfoScreen TV Streaming Video is to be used, the equipment and converters will be located in a building IT room as shown in the wiring diagram. Provide another RJ45 CAT6 jack and VLAN configuration in InfoScreen IP network range for Video Encoder Board in the machine room/control space that has the last Group Connection Box. Provide a Cable TV Box as needed, or other device that will stream composite video output. Elevator Variable Message Display (If provided) 34. An outlet marked as, “elevator equipment only” must be provided at each display location. The outlets may be powered by a separate breakerbut must share the same power source as the elevator. Amperage requirements for the outlets shall be calculated based on the requirements of the monitors provided by others. 1 Site Safety Requirements / Work by Others (Bid Attachment “B”) CONSTR-007-0664 (2022-06-13) KONE MonoSpace 500 Site Safety Requirements / Work by Others KONE MonoSpace 500 Bid Attachment “B” Purchaser to provide the following in accordance with code requirements. NOTE: All site preparation required to be in place prior to KONE’s start must be ready two (2) weeks prior to the start of installation. General 1. Provide sufficient on-site refuse containers for the disposal of the elevator packing material. Should sufficient containers not be provided, the removal of the elevator packing material shall become the responsibility of others. 2. Provide forklift for KONE’s exclusive use during the unloading of the elevator at time of delivery. 3. Provide any cutouts to accommodate the elevator equipment (see notes below). 4. Provide and install finished elevator cab flooring prior to balancing cabs (coordinate with KONE). Cab flooring/weight allowance shall be in accordance with KONE’s approved layouts. Owner must provide certification (to the elevator inspector at time of inspection) that flooring meets flame spread and smoke density requirements. (ASME A17.1/CSA B44 sec 2.14.2.1). 5. Provide permanent elevator lobby lighting, ceiling and flooring prior to inspection date. 6. Owner must provide certification (to the elevator inspector at time of inspection) that owner-supplied elevator interior finishes meet flame spread and smoke density requirements (ASME A17.1/CSA B44 sec. 2.14.2.1). In the case of using glass, transparent or translucent plastic panels for car interiors, they shall meet the requirements of ASME A17.1/CSA B44 sec. 2.14.1.8, ANSI Z97.1/ CGSB 12.1 in Canada. 7. Provide cutting/ coring of all openings and penetrations required to install hall push buttons, signal fixtures, wiring duct and piping, and sleeves. Sleeves will be required in the hoistway wall for EACH elevator. 8. Provide any repairs such as grouting, patching and painting made necessary by such cutting/ coring. Provide fire caulking around all fixtures and as needed to satisfy NFPA 70 article 300.21, or any applicable local code. 9. Please note that none of the elevator components are weather- proof and that the elevator entrances do not seal the hoistway from inclement weather. The entire elevator, hoistway, and controls must remain protected from inclement weather prior to and throughout the installation. 10. If KONE 24/7 Emergency Video Communications: For units with travel greater or equal to 60 ft (18 m), or if located in a seismic zone and the code year is 2016 or later (regardless the travel): Customer will provide a dedicated Windows-based PC or laptop with Chrome browser and 24-hour/day Internet access. This computer must be accessible by emergency personnel to communicate through voice and text with people in the elevator and to have a video display of the cab interior. Safety 11. Provide adequate, rollable access with a minimum opening of 8’ x 8’ (2.5 m x 2.5 m) into the building. Clean, safe, secure, dry space is required adjacent to the hoistway at grade level, minimum of 21’ x 56’ [6.4m x 17m] per elevator for storage of materials. 12. Provide free-standing, removable, OSHA-compliant barricades capable of withstanding 200lb (890N) of force in all directions around all hoistway openings per OSHA 29 CFR 1926.502, and/or any applicable local code. 13. Provide and install full-covering entry protection as per local requirements and manufacturer’s requirements. Protection to be made of nylon mesh or reinforced plastic, at all hoistway openings to prevent materials or tooling from falling into the elevator shaft during installation per Federal OSHA requirements listed in 29 CFR 1926.502(j). In Canada, where required by Provincial regulation, enclose the front of the hoistway with removable hoarding or screening to prevent material from entering the hoistway. Design and install entrance protection in such a way as to allow quick accessibility in and out of the hoistway. 14. Provide two (2) lifeline attachments at the top, front of the hoistway. Each must be capable of withstanding a 5000 lb [2250 Kg] load per OSHA 29 CFR 1926.502, or any applicable local code. For machine-room-less applications, provide attachments as described above, or install KONE- provided 5” x 5” x 3/8” (127mm x 127mm x 9.6mm) tube steel lifeline beam in the elevator hoistway overhead 10 inches (254 mm) from front of hoistway to center line, with bottom of lifeline beam at same elevation as bottom of hoisting I-beam. Lifeline tube steel supplied by KONE by request at no additional cost. Engineering details, attachment details and/or modifications, or any beam(s) alterations in the field for installation is by others. 15. Provide proper lighting in all work areas and stairways, including access to all floors and machine rooms per OSHA 29.CFR1926.1052 or any applicable local code. 16. Provide and maintain 6-foot (1800 mm) clear work area in front of all entrance openings per OSHA 29.CFR1926.502 or any applicable local code. Hoistway 17. Provide a clear and plumb hoistway of size shown on approved KONE final layout drawings. Any variations from the detailed dimensions may not exceed 2” [50 mm] greater and may not be less than the clear dimensions detailed. (Tolerance: -0” + 2” [-0 mm +50 mm]). Site Safety Requirements / Work by Others (Bid Attachment “B”) CONSTR-007-0664 (2022-06-13) KONE MonoSpace 500 18. Provide hoistway ventilation per local building code requirements as applicable. For proper equipment operation, the machine space in machine room or at the top of the hoistway must maintain a temperature between 41° F [5° C] and 104° F [40° C]. Maximum allowed humidity is 95% non-condensing. 19. Provide any partitions between common hoistways if applicable. 20. Install hoist beam(s) in overhead(s) per KONE final layout drawings. Beam supplied by KONE unless otherwise noted on layouts. Engineering and attachment details or field modifications of the beam is by others. NOTE: KONE requires a written explanation and photographic evidence of installation method for each connection point of the beam(s). 21. In cases where multiple elevators are in a common hoistway, and the counterweights are located between elevators, the entire length of counterweight runway must be guarded. The guard shall extend at least 6 inches (150mm) horizontally beyond each counterweight rail. The guard shall be made from wire-mesh material equal to or stronger than 0.048- inch diameter wire with openings not exceeding 1/2 inch (13 mm), securely fastened to keep the guard taut and plumb. (ASME A17.1 – 2019 / B44 – 19: General Requirements.) 22. On applications where working platforms are required, working platforms provided shall comply with the requirements of the current ASME A17.1 / CSA-B44 code edition in effect at the time of installation and /or any applicable local code. 23. Provide adequate support for guide rail brackets from pit floor to the top of the hoistway. Locate rail backing per KONE final approved layout drawings. When maximum bracket span is exceeded, additional support shall be provided at purchaser’s expense. Any bracket mounting surface that is not in line with the clear hoistway dimension detailed on the approved KONE final layout drawings may need to be corrected to meet the proper dimension at purchaser’s expense. 24. If guide rail brackets are to attach to steel, ensure all brackets are installed prior to applying fireproofing to the steel. Otherwise, removal and reapplication of fireproofing will be at purchaser’s expense. 25. All offsets, ledges or projections within the hoistway shall be addressed in accordance with applicable local code. All offsets, ledges or projections within the hoistway greater than 4 inches (100mm) must be tapered to not less than 75 degrees (ASME A17.1/CSA B44 sec 2.1.6.2). Maximum ledge or projection is 2 inches (50mm) in Massachusetts, California and District of Columbia. 26. If concrete block wall construction, refer to the approved KONE final approved layout drawings for proper installation of rail bracket attachments. Inserts provided by KONE unless otherwise noted on the approved KONE final approved layout drawings. Insert type must be approved by KONE. Concrete masonry units, mortar and grout, shall conform to IBC 2000 or any applicable local code. Concrete masonry units shall have a minimum compressive strength of 1500 PSI (10.5 MPa). Mortar and grout shall have a minimum compressive strength of 2000 PSI (13.8 MPa). 27. KONE entrance jambs are non-ferrous and material may not be attached to them (i.e. fire doors/curtains). 28. Arrange for entrance walls to be constructed at the time doorframes and sills are installed to facilitate timely installation of hall fixture faceplates. Entire front wall must be left open at top and bottom landings until elevator equipment is installed. Intermediate landings must have rough openings of the size and location shown on KONE final approved layout drawings to allow installation of entrances. All entrance openings must be aligned vertically. Adequate support for entrance attachment points shall be provided at all landings. Any marble, stone or similar wall material must be prepared after the entrance frames are installed. Provide corridor lines for any marble or “special finish” walls. NOTE: If concrete block wall construction- to prevent overloading entrance frames, top of entrances should not receive more than one row of block. A lintel must be installed to support additional rows of block. 29. Provide elevator landings suitably prepared to accept entrance sill installation per KONE final layout drawings. Grouting to be done by purchaser after sills are installed. NOTE: Traditional angle or concrete sill support is not required. 30. Provide finished-floor height marks visible from hoistway openings at all landings minimum one week prior to beginning entrance installation. Placing floor height mark on hoistway wall is desirable. Complete “Contractor Verification Form of Sill to Sill Heights and Remote Machine Piping,” CONSTR-07-0675. 31. Provide suitable, permanent lighting for control space with light switch located within 18” [457 mm] of strike jamb side of control space door where practical. 32. Electric lighting shall have a minimum lighting intensity of 200 lx (19 fc) at the floor level. When permitted by state and local code the light switch should also control the machine space lighting if control space is adjacent to the hoistway at the top landing. 2 Site Safety Requirements / Work by Others (Bid Attachment “B”) CONSTR-007-0664 (2022-06-13) KONE MonoSpace 500 33. If the control space is located remote from the elevator hoistway top landing the following may apply: a. If applicable, provide machine space access door of the size and in the location shown on the KONE final layout drawings. The access door shall be secured against unauthorized access. It shall be self-closing, self-locking and operable from the inside without a key. b. Provide suitable lighting in or above the machine space access with light switch located within 18” [457 mm] of strike jamb side of access space door where practical. c. When permitted by state and local code the light switch should also control the machine space lighting. d. In cases where a battery lowering device is provided, control closet may not be adequate. Please consult KONE representative. 34. Provide and install GFCI-type receptacle located at machine in the top of the hoistway or in machine room as applicable (NFPA 70 article 620.85 or CEC article 38.85 whichever is applicable). 35. Provide and install light switch located at manual brake release location: may also be required in control space per local jurisdiction. 36. Where a single elevator is installed in a hoistway and a portion of the travel extends higher that 11m (36 ft.) between entrances (single blind hoistway), emergency door(s) must be provided. Emergency doors and their electrical contacts shall comply with the current ASME A17.1/CSA-B44 code edition in effect at the time of installation and/or any applicable local code. ASME A17.1-2019/B44-19 requirement Section 2.11.1.2 covers “Emergency Doors in Blind Hoistways” and Section 2.26.2 covers “Electrical Protective Devices”. Each emergency door must be provided with an electrical contact with minimum UL/CSA NEMA A300 rating suitable for use in a 3-amp 230VAC circuit. Consult KONE representative if there are any questions concerning the code requirements. 37. In jurisdictions enforcing the NBCC and in jurisdictions enforcing NFPA 72, the means for testing and maintenance of fire alarm initiating devices without having to enter the hoistway shall be permitted. When this means is provided it must comply with ASME A17.1-2019/B44 requirement 2.8.2.4 and the location of equipment inside the elevator hoistway must be coordinated with KONE sales and/or operations representative. Pit 38. Provide a legal, dry and clean pit with level pit floor, built per KONE final layout drawings. Pit shall be reinforced to sustain vertical forces detailed on KONE final layout drawings (vertical forces detailed are two times the static loads). 39. Sumps and/or sump pumps (where permitted) located within the pit may not interfere with the elevator equipment. Sumps to be covered with flush mounted, non-combustible cover capable of withstanding 150 lbs. per square foot (7 kPa). The sump pump/drain must, at minimum, remove 3,000 gal/h (11.4 m3/h): a. ASME A17.1-2016/B44-16 and earlier, per elevator. b. ASME A17.1-2019/B44-19 and later, per single hoistway or multiple car hoistway. 40. Provide a pit light fixture with switch and guards with an illumination level equal to or greater than that required by ASME A17.1/CSA B44 2000, or applicable version. Recommended to provide minimum 4-foot double tube fluorescent fixture, with suitable guard and mounted to rear wall of pit per KONE installation representative’s direction. 41. Provide a dedicated pit circuit with GFCI-protected 15 or 20-amp 120VAC duplex outlet. Location to be coordinated with the KONE project team using the KONE final approve layout drawings (NFPA 70 article 620.85; CEC article 38.85 whichever is applicable). 42. Provide non-GFCI-protected single receptacle for sump pumps (NFPA 70 article 620.85, NFPA 70 article 620.85 or CEC article 38.85 whichever is applicable). 43. Pit ladder to be constructed of non-combustible material extending from pit floor to 48” [1200 mm] above the sill of the access landing. Pit ladder is supplied by KONE; provided by purchaser on other KONE products unless otherwise noted on the layout drawing. Locate per KONE final layout drawings. Coordinate ladder sizing and location with KONE representative to assure proper fit in hoistway. 44. When a separate pit access door is provided, it must conform to ASME A17.1, requirement 2.2.4.5. When an electric contact is required, it shall comply with ASME A17.1, requirement 2.2.4.5 (b) (1). Electrical 45. US Applications - Purchaser provides in accordance with National Electrical Code, NFPA 70 (NEC) Article 620 or any applicable local code. 46. Canadian Applications - Purchaser provides in accordance with Canadian Electrical Code, C22.1 Section 38 or any applicable local code. 47. Provide dedicated GFCI-protected 20-amp 120VAC duplex (15 amp in Canada) outlet next to each control cabinet. 48. Provide for all electrical branch circuits/disconnects to be labeled (NFPA 70 article 620.54 / 620.53 / 620.51d, CEC articles 38.54/ 38.53/ 36.51d). 49. Provide 480/208VAC (USA) or 575/208VAC (Canada) three-phase permanent power, including piping, wiring and fused disconnect, to controller location to facilitate elevator installation prior to start of project. WARNING: An Open Delta transformer is not acceptable to supply the main power to elevators with regenerative drives, either for temporary or permanent power. Doing so can permanently damage the drive. 3 4 Site Safety Requirements / Work by Others (Bid Attachment “B”) CONSTR-007-0664 (2022-06-13) KONE MonoSpace 500 50.Provide 220VAC single-phase temp. power and 115VAC single-phase temp. power, of permanent characteristics at each elevator landing for lighting and installation method tools. Locate connection points at elevator hoistway. NOTE: For installation purposes related to items 49 and 50, please consult your KONE representative to confirm disconnect location(s) and type of temporary power. 51.When generator is used to provide 3-phase 480/208VAC (USA) or 575/208VAC (Canada) power for installation, purchaser to accept change notice for additional costs, estimated locally by installing office, to cover inefficiencies and any damages resulting from installing without permanent power present. NOTE: Our elevator controllers require Wye configuration transformers. It is also the responsibility of the purchaser to provide consistent three- phase voltages balanced within +/- 10% when measured phase-to-phase and +/-10% when measured phase- to- ground. 52.Provide a dedicated 20-amp 115VAC circuit in the fire command room piped and wired to the lobby panel where applicable. 53.Provide a dedicated 15-amp, 115VAC fused service with ground (supplied through automatic emergency lighting supply if available in building) connected to each elevator signal control cabinet for car lighting. Must include the means to disconnect this service and lock-off in the “open” position (NFPA 70 article 620.22 and 620.53 or CEC article 38.22 and 38.53). 54.Provide a separate 15-amp, 115 VAC fused service with ground (powered by building emergency power system, when available) for each elevator with KONE 24/7 Emergency Video Communications, when specified. Must include the means to disconnect each service and lock-off in the “open” position (NFPA 70 article 620.22 and 620.53 or CEC article 38.22 and 38.53).” Control Space/ Integrated Controls Solution (ICS) 55.Provide a legal control space/ machine room with access as indicated on the KONE final layout drawings. To include a temporary or permanent door that can be locked from outside. Permanent door must be self-closing, self- locking, and require a key to open from outside. Must have adequate temporary or permanent lighting for installation purposes. For proper equipment operation, the temperature in the control space must maintain between 41° F [5° C] and 104° F [40° C]. Maximum allowed humidity is 95% non-condensing. 56.Provide safe and convenient access to control space/machine room including provisions for necessary lighting for access path (ASME A17.1/CSA B44 sec 2.8.1, ASME A17.1 / CSA B44 sec 2.7.3). 57. Provide a clean and dry elevator control room. 58.Provide suitable lighting for control space with light switch located within 18” [457 mm] of strike jamb side of control space door where practical. When permitted by state and local code the light switch should also control the machine space lighting if control space is adjacent to the hoistway at the top landing. 59.Provide dedicated GFCI-protected 120VAC 20- amp duplex (15 amp in Canada) outlet in the shaft, located above and centered to the entrance opening at the controller landing. Consult KONE installation team for precise location. 60.Provide a single means of disconnecting all ungrounded main power conductors for each elevator by an enclosed, externally operable, fused motor circuit switch with UL/CSA Class RK1 fuses. Must be lockable in the open position. This disconnecting means shall disconnect the normal power service as well as emergency power service, when provided. NOTE 1: If a battery-powered rescue device is required, the above-mentioned disconnect must have an auxiliary contact monitored by elevator controller that is positively opened mechanically and is normally closed (NC) when the main power is in the ON position and is normally open (NO) when power is in the OFF position. NOTE 2: If a battery-powered rescue device is required and a separate shunt trip breaker which is subject to either the hoistway or control space sprinkler system is provided, the shunt trip breaker must have an auxiliary contact that is positively opened mechanically and is NC when the main power is in the ON position. NOTE 3: Shunt trip not allowed in Canada and some US jurisdictions. 61. Provide a Direct-in-dial (DID) analog phone line, activated at least one week prior to inspection, terminated at the appropriate phone jacks in the elevator control room. GC/ Owner may elect to have a separate analog line installed (one per elevator), or GC/ Owner may elect to provide DID lines from an Analog Station Card in the building’s PBX system. If GC/Owner provides a Direct-in-Dial analog phone line or lines off an existing PBX phone system, a backup power source must also be provided. All phone and associated equipment provided by GC/ Owner shall be in compliance with the requirements of ASME A17.1/ CSA B44, local codes and applicable law, as amended. 62. Provide all fire alarm initiating signals as required by all national, state and local codes for termination at the primary elevator signal control cabinet in each group. 5 Site Safety Requirements / Work by Others (Bid Attachment “B”) CONSTR-007-0664 (2022-06-13) KONE MonoSpace 500 63. With emergency power service provide emergency power transfer switch and power change pending signals as required; 2 normally open dry contacts from transfer switch to controller (2 pairs plus ground wire). One contact closes to signal emergency power is present, the other contact closes to give 30 second pre-signal prior to transfer switch change. Termination of these wires is at the primary elevator signal control cabinet in each group (2 pairs plus ground wire). 64. Furnish and install smoke detectors and fire operation per ASME A17.1/CSA B44 sec 2.27.3.2, NFPA 72; one for lobby detector, machine room detector, hoistway detector (hoistway detector requirement determined by local code), and one for all grouped non-lobby detectors are required. Provide normally- closed dry contacts, with wiring, to controller for each group listed above. 65. Provide and install smoke detector in hoistway as required per local codes, and in all elevator lobbies, machine room and controller space. 66.Provide heat detectors and "shunt-trip operation ( US Only)" when sprinklers are required in machine room, machinery space, control room, control space or hoistway, (ASME A17.1 sec 2.8.3.3.2, NFPA 13 & NFPA 72). 67.If Fire Status Panel or Security panels are required, all remote conduit runs from elevator equipment room/machine space to these panels shall be by others. 68.Non-elevator related piping and equipment is prohibited in machine room or hoistway (ASME A17.1/CSA B44 sec 2.8.1, ASME A17.1/CSA B44 sec 2.8.2). 69.Provide and mount at minimum a 10-pound, ABC-type fire extinguisher in control space (ASME A17.1 sec 8.6.1.6.5). (Not required in Canada). Applicable for Integrated Control Solution (ICS) 70.Provide a completely open front wall at top landing with access as indicated on the KONE Final Approved Layout Drawings. Must have adequate temporary or permanent lighting for installation purposes. NOTE: The lobby side of the ICS control cabinet must be faced with 2 layers of dry wall to comply with UL certification, regardless of front type. See KONE Final Approved Layout Drawings for details and wall type and minimum dimensions. 71.Provide environment for proper equipment operation during installation and after acceptance, the temperature at the top floor elevator lobby must maintain between 41° F [5° C] and 104° F [40° C]. Maximum allowed humidity is 95% non-condensing. 72.Provide safe and convenient roll-able access to top floor elevator lobby area. (ASME A17.1/CSA B44 sec 2.8.1, ASME A17.1/CSA B44 sec 2.7.3). 73. Provide 480/208VAC (USA) or 575/208VAC (Canada), three-phase permanent power, including piping, and wiring from fused disconnect, to junction box located in hoistway at top landing to facilitate elevator installation. WARNING: A Wye configuration transformer is required. An Open Delta transformer is not acceptable to supply the main power to elevators with regenerative drives, either for temporary or permanent power. Doing so can permanently damage the drive. 74. FIRE ALARM INITIATING DEVICE (FAID). FAID is a requirement of ASME A17.1/B44, rules 2.27.3.2.1 (b) and 2.27.3.2.2 (b). USA CANADA COMMENT W 30" 1m NEC2014, CEC2020 D 36" 1m NEC2014, CEC2020 C Min 36" Min 914mm Minimum recommended. Consult ADA requirements for exact building clearance 1.Since ICS control enclosure is vented into the hoistway, a fire alarm initiating device (FAID) is required in this portion of the control space. 2.A fire alarm initiation device (FAID) is required in the lobby area to protect the control space when ICS is open. 6 Site Safety Requirements / Work by Others (Bid Attachment “B”) CONSTR-007-0664 (2022-06-13) KONE MonoSpace 500 Fire Service Access and Occupant evacuation Operation IBC 2018 or Designated Fire Fighter’s Elevator per the NBCC 75.Fire service access elevators per code requirements (IBC 403.6) shall be provided with hoistway lighting per code requirements (IBC 3007). The hoistway lighting shall illuminate the entire height of the hoistway and shall be located such that it does not interfere with the operation of the elevator or reduce any clearances below applicable code requirements. Additionally, provide an enclosed 24 vdc relay (Omron G2R-1-S- DC24, or equivalent) local to the controller for interfacing hoistway lighting with elevator system (applicable only in jurisdictions enforcing the IBC, International Building Code). Consult KONE representative to assure required clearances are provided. 76.Conductors and cables located outside of the elevator hoistway, machine space and control space, that provide normal or standby power, car lighting power, car ventilation power, car heating power, car air conditioning power, control signals, communication with the car and fire/heat-detecting systems control signals to Fire Service Access Elevators or designated Firefighter’s Elevator, shall be protected by construction having a fire-resistance rating of not less than 2 hours. (APPLICABLE ONLY IN JURISDICTIONS ENFORCING THE IBC BUILDING CODE OR THE NBCC OR ANY APPLICABLE LOCAL CODES. 77.Fire Service Access elevators shall be provided with hoistway lighting. 78.Prevent water from the operation of an automatic sprinkler system outside the enclosed lobby from infiltrating the hoistway enclosure in accordance with an approved method per rule 3008. 79.Means for elevator shutdown in accordance with Section 3005 shall not be installed on elevator systems used for Fire Service Access and/or Occupant Evacuation Elevators per rule 3008. 80.Occupant Evacuation elevators shall be continuously monitored at the fire command center or a central control point approved by the fire department and arranged to display all of the following information per rule 3008. a.Floor location of each elevator car. b.Direction of travel of each elevator car. c.Status of each elevator car with respect to whether it is Occupied. d.Status of normal power to the elevator equipment, elevator machinery and electrical apparatus cooling equipment where provided, elevator machine room, control room and control space ventilation and cooling equipment. e.Status of standby or emergency power system that provides backup power to the elevator equipment, elevator machinery and electrical cooling equipment where provided, elevator machine room, control room and control space ventilation and cooling equipment. f.Activation of any fire alarm initiating device in any elevator lobby, elevator machine room, machine space containing a motor controller or electric driving machine, control space, control room or elevator hoistway. g.Provide a minimum of one Elevator Guide monitor per landing for each OEO elevator group. 81. Each Fire Service and /or Occupant Evacuation elevator shall be supplied by both normal power and Type 60/Class 2/Level 1 standby power per rule 3008. a.Elevator equipment. b.Ventilation and cooling equipment for elevator machine rooms, control rooms, machinery spaces and control spaces. c.Elevator car lighting. 82.Standby power loads shall be based on the determination of the number of occupant evacuation elevators in Sections 3008.1.1 and 3008.8.1. 83.Wires or cables that are located outside of the elevator hoistway, machine room, control room and control space and that provide normal or standby power, control signals, communication with the car, lighting, heating, air conditioning, ventilation and fire- detecting systems to occupant evacuation elevators shall be protected using one of the following methods 3008. a.Cables used for survivability of required critical circuits shall be listed in accordance with UL 2196 and shall have a fire-resistance rating of not less than 2 hours. b.2. Electrical circuit protective systems shall have a fire-resistance rating of not less than 2 hours. Electrical circuit protective systems shall be installed in accordance with their listing requirements. c.Construction having a fire-resistance rating of not less than 2 hours. Exception: Wiring and cables to control signals are not required to be protected provided that wiring and cables do not serve Phase II emergency in-car operation. Purchasing Agreement # 2019.001564 Page 1 of 4 The Agreement to furnish certain goods and services described herein and in the documents referenced herein (“Goods and/or Services”) is made by and between The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California, and the supplier named below (“Supplier”). This Master Service Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority. 1. Statement of Work Supplier agrees to perform the Services listed in the statement of work attached as Attachment A (“Statement of Work”) and any other documents referenced in the Incorporated Documents section herein, at the prices set forth in the Statement of Work and any other documents referenced in the Incorporated Documents section herein . Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount of Goods and/or Services from Supplier. 2. Term of Agreement/Termination a) The initial term of the Agreement will be from October 1, 2019 and through September 30, 2024 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for Five (5) successive One (1) -year periods (each, a Renewal Term), by providing Supplier with at least Thirty (30) calendar days’ written notice before the end of the Initial Term or any Renewal Term. b) UC may terminate the Agreement for convenience by giving Supplier at least 30 calendar days' written notice. c) UC or Supplier may terminate the Agreement for cause by giving the other party at least 30 days' notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement. 3. Purchase Order; Advance Payments Unless otherwise provided in the Agreement, Supplier may not begin providing Goods and/or Services until UC approves a Purchase Order for the Goods and/or Services. 4. Pricing, Invoicing Method, and Settlement Method and Terms Refer to Attachment B – Pricing Schedule for Pricing. For systemwide agreements, each UC Location will specify the Invoicing Method and Payment Options that will apply, taking into account the operational capabilities of Supplier and the UC Location. See UC’s Procure to Pay Standards http://www.ucop.edu/procurement-services/_files/Matrix%20for%20website.pdf for the options that will be considered. In the case of systemwide agreements, each UC Location will specify these terms in a Statement of Work or Purchase Order, as the case may be. Invoicing Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, UC will pay freight and shipping/handlin g as follows: FOB Destination. All invoices must clearly indicate the following information: California sales tax as a separate line item; Shipping costs as a separate line item; UC Purchase Order or Release Number; Description, quantity, catalog number and manufacturer number of the item ordered; Net cost of each item; Any pay/earned/dynamic discount; Reference to original order number for all credit memos issued; DocuSign Envelope ID: C3C88BE5-EF4D-41D1-8C3A-BCAA4449B2CA Purchasing Agreement # 2019.001564 Page 2 of 4 Supplier will submit invoices following the designated invoice method directly to UC Accounts Payable Depa rtments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement. Settlement Method and Terms Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, the Settlement Method and Terms will be as follows: Net 30 5. Notices As provided in the UC Terms and Conditions of Purchase, notices may be given by email, which will be considered legal notice only if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE – [insert, as the case may be, Supplier name or University of California]. If a physical format notice is required, it must be sent by overnight delivery or by certified mail with return receipt requested, at the addresses specified below. To UC, regarding contract issues not addressed above: Name Reynaldo Cano-Boza Title Sr. Commodity Manager Phone (510) 987-9893 Email Reynaldo.Cano-Boza@ucop.edu Address 7835 Trade Street, Suite 100 San Diego, CA 92121 To Supplier: Name Brad Fleming Title Director, Institutional Vertical Phone 309-314-0880 (Cell) Email Brad.Fleming@kone.com Address 4225 Naperville Road, Suite 400 Lisle, IL. 60532 6. Intellectual Property, Copyright and Patents /___/ The Goods and/or Services involve Work Made for Hire /_X_/ The Goods and/or Services do not involve Work Made for Hire 7. Patient Protection and Affordable Care Act (PPACA) /___/ Because the Services involve temporary or supplementary staffing, they are subject to the PPACA warranties in the T&Cs. /_X_/ The Services do not involve temporary or supplementary staffing, and they are not subject to the PPACA warranties in the T&Cs. DocuSign Envelope ID: C3C88BE5-EF4D-41D1-8C3A-BCAA4449B2CA Purchasing Agreement # 2019.001564 Page 3 of 4 8. Prevailing Wages /___/ Supplier is not required to pay prevailing wages when providing the Services. 9. Fair Wage/Fair Work /_X_/ Supplier is not required to pay the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) when providing the Services. 10. Restriction Relating to Consulting Services or Similar Contracts – Follow-on Contracts Please note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for any work “required, suggested, or otherwise deemed appropriate” as the end product of the Services (see Public Contract Code Section 10515). 11. Insurance Deliver the PDF version of the Certificate of Insurance to UC’s Buyer, by email with the following text in the Subject field: CERTIFICATE OF INSURANCE – KONE Inc. 14. Records about Individuals Records created pursuant to the Agreement that contain personal information about individuals (including statements made by or about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of access by the subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement between UC and Supplier, records will normally become UC’s property, and subject to state law and UC policies governing privacy and access to files. When collecting the information, Supplier must inform the individual that the record is being made, and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work. 15. Amendments to UC Terms and Conditions of Purchase The UC Terms and Conditions of Purchase, dated 08/06/2019 are hereby amended as follows: Please refer to Attachment C – University of California Rider. 16. Cooperative Purchasing Supplier agrees to extend pricing and Goods and/or Services to the California State University institutions (CSU) and the California Community Colleges (CCC) and agencies nationwide registered with OMNIA Partners under the terms of the Agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility. Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and dispute s involving individual CSU or CCC campuses will be addressed, administered, and resolved by each CSU or CCC campus. DocuSign Envelope ID: C3C88BE5-EF4D-41D1-8C3A-BCAA4449B2CA Purchasing Agreement # 2019.001564 Page 4 of 4 17. Incorporated Documents This Agreement and its Incorporated Documents contain the entire agreement between the Parties, in order of the below precedent, concerning its subject matter and shall supersede all prior or other agreements, oral and written declarations of intent and other legal arrangements (whether binding or non-binding) made by the Parties in respect thereof. a) Master Service Agreement # 2019.0001564 b) UC Terms and Conditions of Purchase c) Attachment A - Statement of Work d) UC Request for Proposal# (000289-APR2018) RFP-ElevatorMaintenance-UCSystemWide- April2019 (“RFP”) and e) Supplier’s responses thereto submitted on or about June 17, 2019 (“RFP Response”) f) Attachment B – Pricing Schedule g) Attachment C – University of California Rider h) Omnia Exhibits F i) Omnia Exhibit G 18. Entire Agreement The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein. This Agreement can only be signed by an authorized representativ e with the proper delegation of authority. THE REGENTS OF THE KONE INC. UNIVERSITY OF CALIFORNIA ________________________________ ___________________________________ (Signature) (Signature) Dylan Paul Jeffrey S. Blum Associate Director, Strategic Sourcing Senior Vice President Facilities and Maintenance/Construction ____________________________________ (Printed Name, Title) (Printed Name, Title) ________________________________ ____________________________________ (Date) (Date) Opportunity #0009121443 11/01/2019 DocuSign Envelope ID: C3C88BE5-EF4D-41D1-8C3A-BCAA4449B2CA 11/1/2019 6.Notwithstanding any provisions contained in the Terms and Conditions of Purchase to the contrary, Contractor shall retain ownership of all intellectual property rights involving the goods and/or services provided by Contractor. KONE Inc. BY:_________________________ TITLE:Jeffrey S. Blum Senior Vice President___________ ACCEPTED: Regents of the University of California BY: ____________________________ TITLE: Dylan Paul Associate Director, Strategic Sourcing Facilities and Maintenance/Construction_____ DATE: ____________________________ DATE:___________________________ Opportunity #0009121443 11/01/2019 DocuSign Envelope ID: C3C88BE5-EF4D-41D1-8C3A-BCAA4449B2CA 11/1/2019 Page 1 of 15 Revised 8/6/2019 Terms and Conditions of Purchase ARTICLE 1 – GENERAL The equipment, materials, or supplies (“Goods”) and/or services (“Services”) furnished by Supplier (together, the “Goods and Services”) and covered by the UC Purchase Order (“PO”) and/or other agreement (which, when combined with these Terms and Conditions and any other documents incorporated by reference, will constitute the “Agreement”) are governed by the terms and conditions set forth herein. As used herein, the term "Supplier" includes Supplier and its sub-suppliers at any tier. As used herein, “UC” refers to The Regents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Location s identified in the Agreement and/or the PO. UC and Supplier individually will be referred to as “Party” and collectively as “Parties.” Any defined terms not defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term in any of the other documents i ncorporated in and constituting the Agreement. No other terms or conditions will be binding upon the Parties unless accepted by them in writing. Written acceptance or shipment of all or any portion of the Goods, or the performance of all or any portion of the Services, covered by the Agreement, will constitute Supplier’s unqualified acceptance of all of the Agreement’s terms and conditions. The terms of any proposa l referred to in the Agreement are included and made a part of the Agreement only to the extent the proposal specifies the Goods and/or Services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent wi th the terms and conditions of the Agreement. ARTICLE 2 – TERM AND TERMINATION A. As applicable, the term of the Agreement (“Initial Term”) will be stated in the Agreement. Following the Initial Term, the A greement may be extended by written mutual agreement. B. UC’s obligation to proceed is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC ("Funding"). UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the eve nt that through no action or inaction on the part of UC, the Funding is withdrawn. C. UC may, by written notice stating the extent and effective date thereof, terminate the Agreement for convenience in whole or in part, at any time. The effective date of such termination shall be consistent with any requirements for providing notice specified in the Agreement, or immediate if no such terms are set forth in the Agreement. As specified in the termination notice, UC will pay Supplier as full compensation the pro rata Agreement price for performance through the later of the date that (i) UC provided Supplier with notice of termination or (ii) Supplier’s provision of Goods and/or Services will terminate. D. UC may by written notice terminate the Agreement for Supplier’s breach of the Agreement, in whole or in part, at any time, if Supplier refuses or fails to comply with the provisions of the Agreement, or so fails to make progress as to endanger performance and d oes not cure such failure within five (5) business days, or fails to supply the Goods and/or Services within the time specified or any written extension thereof. In such event, UC may purchase or otherwise secure Goods and/or Services and, except as otherwise provided herein, Supplier will be liable to UC for any excess costs UC incurs thereby. E. UC’s Appendix – Data Security, Appendix – BAA, and/or Appendix – GDPR will control in the event that one or more appendices are incorporated into the Agreement and conflicts with the provisions of this Article. ARTICLE 3 – PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS. Pricing is set forth in the Agreement or Purchase Order , and the amount UC is charged and responsible for shall not exceed the amount specified in the Agreement unless UC has given prior written approval. Unless otherwise agreed in writing by UC, Supplier will use the invoicing method and payment settlement method (and will extend the terms applicable to such settlement method) set forth in UC’s Supplier Invoicing, Terms & Settlement Matrix. UC will pay Supplier, upon submission of acceptable invoices, for Goods and/or Services provided and accepted. Invoices must be itemized and reference the Agreement or Purchase Order number. UC will not pay shippi ng, packaging or handling expenses, unless specified in the Agreement or Purchase Order. Unless otherwise pro vided, freight is to be FOB destination. Any of Supplier’s expenses that UC agrees to reimburse will be reimbursed under UC’s Travel Policy, which may be found at http://www.ucop.edu/central-travel-management/resources/index.html. Where applicable, Supplier will pay all taxes imposed on Supplier in connection with its performance under the Agreement, including any federal, state and local income, sales, use, excise and other taxes or assessments. Notwithstanding any other provision to the contrary, UC will not be responsible for any fees, interest or surcharges Supplier wishes to impose. Page 2 of 15 Revised 8/6/2019 Terms and Conditions of Purchase ARTICLE 4 – INSPECTION. The Goods and/or Services furnished will be exactly as specified in the Agreement, free from all defects in Supplier's performance, design, skill and materials, and, except as otherwise provided in the Agreement, will be subject to inspection and test by UC at all times and places. If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may reject them, require Supplier to correct them at the sole cost of Supplier, or require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as t o rejected Goods and/or Services and, in addition to any costs for which Supplier may become liable to UC under other provisions of the Agreement, will reimburse UC for all transport ation costs, other related costs incurred, or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for lat ent defects, fraud or such gross mistakes as amount to fraud. ARTICLE 5 – ASSIGNED PERSONNEL; CHARACTER OF SERVICES Supplier will provide the Services as an independent contractor and furnish all equipment, personnel and materiel sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may so require. Supplier will devote only its best-qualified personnel to work under the Agreement. Should UC inform Supplier that anyone providing the Services is not working to this standard, Supplier will immediately remove such personnel from providing Services and he or she will not 0again, without UC’s written permission, be assigned to provide Services. At no time will Supplier or Supplier’s employees, s ub-suppliers, agents, or assigns be considered employees of UC for any purpose, including but not limited to workers’ compensation provisions. Supplier shall not have the power nor right to bind or obligate UC, and Supplier shall not hold itself out as having such authority. Supplier shall be responsible to UC for all Services performed by Supplier’s employees, agents and subcontractors, including being responsible for ensuring payment of all unemployment, social security, payroll, contributions and other taxes with respect to such employees, agents and subcontractors. ARTICLE 6 – WARRANTIES In addition to the warranties set forth in Articles 11, 12, 17, 23, 24, 25 and 26 herein, Supplier makes the following warranties. Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agre ement and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation. A. General Warranties. Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier f rom performing the Services or providing the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules and regulations in performing Supplier’s obligations hereunder; (iii) the Goods and/or Services shall be rendered with promptness and diligence and shall be executed in a skilled manner by competent personnel, in accordance with the prevailing industry standards; and if UC Appendix Data Security is NOT included:(iv) Supplier has developed a business interruption and disaster recovery program and is executing such program to assess and reduce the extent to which Supplier’s hardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force majeure) situations; (v) if Supplier uses electronic systems fo r creating, modifying, maintaining, archiving, retrieving or transmitting any records, including test results that are required by, or su bject to inspection by an applicable regulatory authority, then Supplier represents and warrants that Supplier’s systems for ele ctronic records are in compliance; and (vi) Supplier agrees that the Goods and/or Services furnished under the Agreement will be covered by the most favorable warranties Supplier gives to any customer for the same or substantially similar goods or services, or such other more favorable warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any other article of the Agreement. B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and of the state, territory and political subdivision or any other country in which the Goods and/or Services are provided. C. Federal and State Water and Air Pollution Laws. Where applicable, Supplier warrants that it complies with the requirements in UC Business and Finance Bulletin BUS-56 (Materiel Management; Purchases from Entities Violating State or Federal Water or Air Pollution Laws). Consistent with California Government Code 4477, these requirements do not permit UC to contract with entities in violati on of Federal or State water or air pollution laws. D. Web Accessibility Requirements. As applicable to the Supplies and/or Services being provided under the Agreement, Supplier warrants that: Page 3 of 15 Revised 8/6/2019 Terms and Conditions of Purchase 1. It complies with California and federal disability laws and regulations; and 2. The Goods and/or Services will conform to the accessibility requirements of WCAG 2.0AA. 3. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services; E. General Accessibility Requirements. Supplier warrants that: 1. It will comply with California and federal disability laws and regulations; 2. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to W CAG 2.0 AA; and 3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibility of its Goods and/or Services. F. Warranty of Quiet Enjoyment. Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Quiet Enjoyment to UC for UC’s use of, any and all intellectual property that will be needed for Supplier’s provision, and UC’s use of, the Goods and/or Services provided by Supplier under the Agreement. G. California Child Abuse and Neglect Reporting Act ("CANRA"). Where applicable, Supplier warrants that it complies with CANRA. H. Debarment and Suspension. Supplier warrants that it is not presently debarred, suspended, proposed for debarment, or declared ineligible for award of federal contracts or participation in federal assistance programs or activities. I. UC Trademark Licensing Code of Conduct. If the Goods will bear UC’s name (including UC campus names, abbreviations of these names, UC logos, UC mascots, or UC seals) or other trademarks owned by UC, Supplier warrants that it holds a valid license from UC a nd complies with the Trademark Licensing Code of Conduct policy, available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing. J. Outsourcing (Public Contract Code section 12147) Compliance. Supplier warrants that if the Agreement will displace UC employees, no funds paid under the Agreement will be used to train workers who are located outside of the United States, or plan to relocate outside the United States as part of the Agreement. Additionally, Supplier warrants that no work will be performed under the Agreement with workers outside the United States, except as described in Supplier’s bid. If Supplier or its sub -supplier performs the Agreement with workers outside the United States during the life of the Agreement and Supplier did not describe such work in its bid, Supplier acknowledges and agrees that (i) UC may terminate the Agreement without further obligation for noncompliance, and (ii) Supplier will forfeit to UC the amount UC paid for the percentage of work that was performed with workers outside the United States and not described in Supplier’s bid. ARTICLE 7 – INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS A. Goods and/or Services Involving Work Made for Hire. 1. Unless UC indicates that the Goods and/or Services do not involve work made for hire, Supplier acknowledges and agrees that any deliverables provided to UC by Supplier in the performance of the Agreement, and any intellectual property rights therein , (hereinafter the "Deliverables") will be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right, title, and interest to and in such Deliverables including, but not limited to, any and all copyr ights or trademarks, will be owned by UC. In the event that it is determined that UC is not the owner of such Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier hereby irrevocably assigns to UC all right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto. 2. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other proprietary materials (hereinafter "Pre-Existing Materials") in the Deliverables without UC’s prior written permission. In the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables. 3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC with complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result. 4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in an y such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions wh ether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or fo rms that UC may require in order to effectuate such assignment. B. Goods and/or Services Not Involving Work Made for Hire. Page 4 of 15 Revised 8/6/2019 Terms and Conditions of Purchase 1. If the Goods and/or Services do not involve work made for hire, and in the event that Supplier uses any Pre -Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non -exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre -Existing Materials in connection with the Deliverables. 2. The Deliverables must be new and original. Supplier must not use any Pre-Existing Materials in the Deliverables without UC’s prior written permission. 3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC complete information with respect thereto and UC will have the s ole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result. 4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions wh ether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment. C. General. Should the Goods and/or Services become, or in Supplier’s opinion be likely to become, the subject of a claim of infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives n otice of a claim of infringement or is made a party to or is threatened with being made a party to any claim of infringement related to the Goods and/or Services, UC will provide Supplier with notice of such claim or threat. Following receipt of such notice, Su pplier will either (at Supplier’s sole election) (i) procure for UC the right to continue to use the affected portion of the Goods and/or Services, or (ii) replace or otherwise modify the affected portion of the Goods and/or Services to make them non -infringing, or obtain a reasonable substitute product for the affected portion of the Goods and/or Services, provided that any replacement, modification or substitution un der this paragraph does not effect a material change in the Goods and/or Services’ functionality. If none of the foregoing options is reasonably acceptable to UC, UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation. D. UC Rights to Institutional Information. Institutional Information shall belong exclusively to UC and unless expressly provided, this Agreement shall not be construed as conferring on Supplier any patent, copyright, trademark, license right or trade secret ow ned or obtained by UC. Any right for Supplier to use Institutional Information is solely provided on a non-exclusive basis, and only to the extent required for Supplier to provide the Goods or Services under the Agreement. As used herein, “Institutional Information” means any information or data created, received, and/or collected by UC or on its behalf, including but not limited to application logs, metadata and data derived from such data. ARTICLE 8 – INDEMNITY AND LIABILITY To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub -suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier 's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld. In the event Appendix DS applies to this Agreement, Supplier shall reimburse or otherwise be responsible for any costs, fin es or penalties imposed against UC as a result of Supplier’s Breach of Institutional Information and/or failure to cooperate with UC’s respon se to such Breach. As used herein, “Breach” means: (1) any disclosure of Institutional Information to an unauthorized party or in an unlawful manner; (2) unauthorized or unlawful acquisition of information that compromises the security, confidentiality or integrity of Instit utional Information and/or IT Resources; and (3) the acquisition, access, use, or disclosure of Protected Health Information or medical information in a manner not permitted under the Health Insurance Portability and Accountability Act (HIPAA) or California law. “IT Resources” means IT infrastructure, cloud services, software, and/or hardware with co mputing and/or networking capability that is Supplier owned/managed, or UC-owned, or a personally owned device that stores Institutional Information, is connected to UC systems, is connected to UC networks, or is used for UC business. Page 5 of 15 Revised 8/6/2019 Terms and Conditions of Purchase ARTICLE 9 – INSURANCE Supplier, at its sole cost and expense, will insure its activities in connection with providing the Goods and/or Services and obtain, keep in force, and maintain the following insurance with the minimum limits set forth below, unless UC specifies otherwise: A. Commercial Form General Liability Insurance (contractual liability included) with limits as follows: 1. Each Occurrence $ 1,000,000 2. Products/Completed Operations Aggregate $ 2,000,000 3. Personal and Advertising Injury $ 1,000,000 4. General Aggregate $ 2,000,000 B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less than one million dollars ($1,000,000) per occurrence. (Required only if Supplier drives on UC premises or transports UC employees, officers, invitees, or agents in the course of supplying the Goods and/or Services to UC.) C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000,000) per occurr ence or claim with an aggregate of not less than two million dollars ($2,000,000). If this insurance is written on a claims -made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. D. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,000 ,000) per occurrence. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,000,000) per occurrence. E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one mi llion dollars ($1,000,000). Supplier will endorse such policy to include a “Regents of the University of California Coverage” or “J oint Payee Coverage” endorsement. UC and, if so requested, UC’s officers, employees, agents and sub-suppliers will be named as "Loss Payee, as Their Interest May Appear” in such Fidelity Bond. F. In the event Appendix DS applies to this Agreement, Supplier, at its sole cost and expense, will obtain, keep in force, and maintain one or more insurance policies that provide coverage for technology, professional liability, data protection, and/or cyber liabil ity. Typically referred to as Privacy, Technology and Data Security Liability, Cyber Liability, or Technology Professional Liability insurance, it will cover liabilities for financial loss due to the acts, omissions, or intentional misconduct of Supplier, its officers, employe es, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier’s direction and control, in connection with the performance of this Agreement, as well as all Supplier costs, including damages it is obligated to pay UC or any third party, that are associated with any confirmed or suspected Breach or compromise of Institutional Information. In some cases, Professional Liability policies may include some coverage for data breaches or loss of Institutional Information. Regardless of the type of policy(ies) in place, such coverage will include without limitation: (i) costs to notify parties whose data were lost or compromised; (ii) costs to provide credit monitoring and credit restoration se rvices to parties whose data were lost or compromised; (iii) costs associated with third party claims arising from the confirmed or suspected Breach or loss of Institutional Information, inclu ding litigation costs and settlement costs; (iv) any investigation, enforcement, fines and penalties, or similar miscellaneous costs; and (v) any payment made to a third party as a result of extortion related to a confirmed or suspected Breach. The following insuran ce coverage is based on the highest Protection Level Classification of Institutional Information identified in Exhibit 1 to Appendix DS: 1. P1 - This insurance policy must have minimum limits of $500,000 each occurrence and $500,000 in the aggregate. 2. P2 - This insurance policy must have minimum limits of $1,000,000 each occurrence and $1,000,000 in the aggregate. 3. P3 and P4, less than 70,000 records - this insurance policy must have minimum limits of $5,000,000 each occurrence and $5,000,000 in the aggregate. 4. P3 and P4, 70,000 or more records - this insurance policy must have minimum limits of $10,000,000 each occurrence and $10,000,000 in the aggregate. Protection Level Classifications are defined in the UC Systemwide Information Security Classification of Information and IT R esources: https://security.ucop.edu/policies/institutional-information-and-it-resource-classification.html G. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to perf ormance. If the above insurance is written on a claims-made form, it will continue for three years following termination of the Agr eement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the a bove insurance coverage is modified, changed or cancelled, Supplier will provide UC with not less than fifteen (15) day s’ advance written notice of such modification, change, or cancellation, and will promptly obtain replacement coverage that complies with this A rticle. I. The coverages referred to under A and B of this Article must include UC as an additional insured. I t is understood that the coverage and limits referred to under A, B and C of this Article will not in any way limit Supplier’s liability. Supplier will furnish UC with certificates Page 6 of 15 Revised 8/6/2019 Terms and Conditions of Purchase of insurance (and the relevant endorsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will: 1. Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to under A and B of this Article. T his provision will only apply in proportion to and to the extent of the negligent acts or omissions of Supplier, its officers, agents, or employees. 2. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible insurance or program of self-insurance carried or maintained by UC. ARTICLE 10 – USE OF UC NAME AND TRADEMARKS Supplier will not use the UC name, abbreviation of the UC name, trade names and/or trademarks (i.e., logos and seals) or any derivation thereof, in any form or manner in advertisements, reports, or other information released to the public, or place the UC name, abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public, without UC’s prior written approval. Supplier agrees to comply at all times with California Education Code Section 92000. ARTICLE 11 – FEDERAL FUNDS Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses, as applicable. Supplier shall promptly notify UC of any change of status with regard to these certifications and representations. These certifications and representations are material statements upon which UC will rely. A. For commercial transactions involving funds on a federal contract (federal awards governed by the FAR), the following provisions apply, as applicable: 1. FAR 52.203-13, Contractor Code of Business Ethics and Conduct; 2. FAR 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights; 3. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements; 4. FAR 52.219-8, Utilization of Small Business Concerns; 5. FAR 52.222-17, Non-displacement of Qualified Workers; 6. FAR 52.222-21, Prohibition of Segregated Facilities; 7. FAR 52.222-26, Equal Opportunity; 8. FAR 52.222-35, Equal Opportunity for Veterans; 9. FAR 52.222-36, Equal Opportunity for Workers with Disabilities; 10. FAR 52.222-37, Employment Reports on Veterans; 11. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act; 12. FAR 52.222-41, Service Contract Labor Standards; 13. FAR 52.222-50, Combating Trafficking in Persons; 14. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements; 15. FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services - Requirements; 16. FAR 52.222-54, Employment Eligibility Verification; 17. FAR 52.222-55, Minimum Wages Under Executive Order 13658; 18. FAR 52.222-62, Paid Sick Leave under Executive Order 13706; 19. FAR 52.224-3, Privacy Training; 20. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations; 21. FAR 52.233-1, Disputes; and 22. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels. B. For non-commercial transactions involving funds on a federal contract, the UC Appendix titled ‘Federal Government Contracts Special terms and Conditions (Non-Commercial Items or Services)’ and located at www.ucop.edu/procurement-services/policies- forms/index.html is hereby incorporated herein by this reference. C. For transactions involving funds on a federal grant or cooperative agreement (federal awards governed by eCFR Title 2, Subtitle A, Chapter II, Part 200) the following provisions apply, as applicable: Page 7 of 15 Revised 8/6/2019 Terms and Conditions of Purchase 1. Rights to Inventions. If Supplier is a small business firm or nonprofit organization, and is providing experimental, devel opment, or research work under this transaction, Supplier must comply with the requirements of 3 CFR Part 401, “Rights to Inventions Made by nonprofit Organizations and Small Business Firms Under Government Grants, Contrac ts, and Cooperative Agreements”. 2. Clean Air Act. Supplier agrees 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). 3. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not 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. 4. Procurement of Recovered Materials. If Supplier is a state agency or agency of a political subdivision of a state, then Supplier must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. D. In these provisions, the term "contractor" as used therein will refer to Supplier, and the terms “Government” or “Contracting Officer” as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or sub contract, additional information and/or terms and conditions may be included in an attached supplement. By submitting an invoice to UC, Supplier is representing to UC that, at the time of submission: 1. Neither Supplier nor its principals are presently debarred, suspended, or proposed for debarment by the U.S. government (see FAR 52.209-6); 2. Supplier has filed all compliance reports required by the Equal Opportunity clause (see FAR 52.222-22); and 3. Any Supplier representations to UC about U.S. Small Business Administration or state and local classifications, including but not limited to size standards, ownership, and control, are accurate and complete. 4. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropr iated 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 o r employee of Congress, or an employee of a member of Congress in connection with obtaining any Fe deral contract, grant or any other award covered by 31 U.S.C. 1352. ARTICLE 12 – EQUAL OPPORTUNITY AFFIRMATIVE ACTION Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable, Supplier will comply with 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin . Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national orig in, protected veteran status or disability.” With respect to activities occurring in the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate or single-user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy. ARTICLE 13 – LIENS Supplier agrees that upon UC’s request, Supplier will submit a sworn statement setting forth the work performed or material furnished by sub-suppliers and material men, and the amount due and to become due to each, and that before the final payment called for under the Agreement, will upon UC’s request submit to UC a complete set of vouchers showing what payments have been made for such work performed or material furnished. Supplier will promptly notify UC in writing, of any claims, demands, causes of action, lien s or suits brought to its attention that arise out of the Agreement. UC will not make final payment until Supplier, if required, delivers to UC a complete release of all liens arising out of the Agreement, or receipts in full in lieu thereof, as UC may require, and if required in either case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien could be filed; but Supplier may, if any sub-supplier refuses to furnish a release or receipt in full, furnish a bond satisfactory to UC to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Supplier will refund to UC all monies that UC may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees. Page 8 of 15 Revised 8/6/2019 Terms and Conditions of Purchase ARTICLE 14 – PREMISES WHERE SERVICES ARE PROVIDED A. Cleaning Up. Supplier will at all times keep UC premises where the Services are performed and adjoining premises free from accumulations of waste material or rubbish caused by its employees or work of any of its sub -suppliers, and, at the completion of the Services; will remove all rubbish from and about the premises and all its tools, scaffolding, and surplus materials, and will leave the premises "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Supplier and its sub -suppliers as to responsibility for the removal of the rubbish, or if it is n ot promptly removed, UC may remove the rubbish and charge the cost to Supplier. B. Environmental, Safety, Health and Fire Protection. Supplier will take all reasonable precautions in providing the Goods and Services to protect the health and safety of UC employees and members of the public and to minimize danger from all hazards to life and property, and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements (including reporting requirements). In the event that Supplier fails to comply with such regulations and requirements, UC may, without prejudice to any other legal or contractual rights of UC, issue an order stopping all or any part of the provision of the Goods and/or Services; thereafter a start order for resumption of providing the Goods and/or Services may be issued at UC’s discretion. Supplier will not be entitled to make a claim for extension of time or for compensation or damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier and its sub -suppliers on UC premises, or any other person who enters upon UC premises for reasons relating to the Agreement. Supplier will at all times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request and will not engage any unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all other persons who come onto UC's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's pre mises where the Services are to be provided or to roads leading to and from such work sites, and to any other area which UC may per mit Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon UC premises at Supplier’s request. Such measures and precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on the pre mises that could be dangerous and to prevent accidents of any kind whenever the Goods and/or Services are being provided in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or facilities are the property of or are being operated by, Supplier, its sub-suppliers, UC or other persons. To the extent compliance is required, Supplier will comply with all relevant UC safety rules and regulations when on UC premises. C. Tobacco-free Campus. UC is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other tobacco products is prohibited on all UC owned or leased sites. ARTICLE 15 – LIABILITY FOR UC - FURNISHED PROPERTY Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction. UC furnishing to Supplie r any materials in connection with the Agreement will not, unless otherwise expressly provided in writing by UC, be construed to vest title thereto in Supplier. ARTICLE 16 – COOPERATION Supplier and its sub-suppliers, if any, will cooperate with UC and other suppliers and will so provide the Services that other cooperating suppliers will not be hindered, delayed or interfered with in the progress of their work, and so that all of such work will b e a finished and complete job of its kind. ARTICLE 17 – ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS The terms in this Article have special application to the furnishing of Goods: A. Price Decreases. Supplier agrees immediately to notify UC of any price decreases from its suppliers, and to pass through to UC any price decreases. B. Declared Valuation of Shipments. Except as otherwise provided in the Agreement, all shipments by Supplier under the Agreement for UC's account will be made at the maximum declared value applicable to the lowest transportation rate or classification and th e bill of lading will so note. C. Title. Title to the Goods purchased under the Agreement will pass directly from Supplier to UC at the f.o.b. point shown, or as otherwise specified in the Agreement, subject to UC’s right to reject upon inspection. Page 9 of 15 Revised 8/6/2019 Terms and Conditions of Purchase D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make changes within the general scope of the Agreement in drawings and specifications for specially manufactured Goods, place of delivery, method of shipment or packing of the Agreeme nt by giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms. Supplier may not make changes without UC’s written approval. Any claim of Supplier for an adjustment under the Agreement must be made in writing within thirty (30) days from the date Supplier receives notice of such change unless UC waives this condit ion in writing. Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement as changed hereunder. Supplier may not alter or misbrand, within the meaning of the applicable Federal and State laws, the Goods furnished. E. Forced, Convict and Indentured Labor. Supplier warrants that no foreign-made Goods furnished to UC pursuant to the Agreement will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. If UC determines t hat Supplier knew or should have known that it was breaching this warranty, UC may, in addition to terminating the Agreement, remove Supplier from consideration for UC contracts for a period not to exceed one year. This warranty is in addition to any applicable warranties in Articles 6 and 11. F. Export Control. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written notification that identifies the export-controlled Goods and such Goods’ export classification if any of the Goods is export -controlled under the International Traffic in Arms Regulations (ITAR) (22 CFR §§ 120-130), the Export Administration Regulations (15 CFR §§ 730-774) 500 or 600 series, or controlled on a military strategic goods list. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written notification if Supplier will be providing information necessary for the operation, installation (including on -site installation), maintenance (checking), repair, overhaul, and refurbishing of the Goods that is beyond a standard user manual (i.e. ”Use” technology as defined under the EAR 15 CFR § 772.1), or “Technical Data” (as defined under the ITAR 22 CFR § 120.10). ARTICLE 18 – CONFLICT OF INTEREST Supplier affirms that, to the best of Supplier’s knowledge, no UC employee who has pa rticipated in UC’s decision-making concerning the Agreement has an “economic interest” in the Agreement or Supplier. A UC employee’s “economic interest” means: A. An investment worth $2,000 or more in Supplier or its affiliate; B. A position as director, officer, partner, trustee, employee or manager of Supplier or its affiliate; C. Receipt during the past 12 months of $500 in income or $440 in gifts from Supplier or its affiliate; or D. A personal financial benefit from the Agreement in the amount of $250 or more. In the event of a change in these economic interests, Supplier will provide written notice to UC within thirty (30) days afte r such change, noting such changes. Supplier will not be in a reporting relationship to a UC employee who is a near relativ e, nor will a near relative be in a decision making position with respect to Supplier. ARTICLE 19 – AUDIT REQUIREMENTS The Agreement, and any pertinent records involving transactions relating to this Agreement, is subject to the examination and audit of the Auditor General of the State of California or Comptroller General of the United States or designated Federal authority for a period of up to five (5) years after final payment under the Agreement. UC, and if the underlying grant , cooperative agreement or federal contract so provides, the other contracting Party or grantor (and if that be the United States or an instrumentality thereof, then the Comptroller General of the United States) will have access to and the right to examine Supplier’s pertinent books, documents, papers, and records involving transactions and work related to the Agreement until the expiration of five (5) years after final payment under the Agreement. The examination and audit will be confined to those matters connected with the per formance of the Agreement, including the costs of administering the Agreement. ARTICLE 20 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION A. Prohibition on Access, Use and Disclosure of Institutional Information. Supplier will not access, use or disclose Institutional Information, other than to carry out the purposes for which UC disclosed the Institutional Information to Supplier, except as required by applicable law, or as otherwise authorized in writing by UC prior to Supplier’s disclosure. Supplier shall have the limited right to disclose Institutional Information to Supplier’s employees provided that: (i) Supplier shall disclose only such Institutional Informat ion as is necessary for the Supplier to perform its obligations under this Agreement, and (ii) Supplier informs such employees of the obligations governing the access, use and disclosure of Institutional Information prior to Supplier’s disclosure. Supplier shall be liable Page 10 of 15 Revised 8/6/2019 Terms and Conditions of Purchase for any breach of this Agreement by its employees. For avoidance of doubt, this provision prohibits Supplier from using for its own benefit Institutional Information and any information derived therefrom. For the avoidance of doubt, the sale of Institutional Information is expressly prohibited. B. Compliance with Applicable Laws and Industry Best Practices. Supplier agrees to comply with all applicable state, federal, and foreign laws, as well as industry best practices, governing the collection, access, use, disclosure, safeguarding and destruction of Institutional Information. Supplier agrees to protect the privacy and security of Institutional Information according to all applicable laws and industry best practices, and no less rigorously than it protects its own information, but in no case less than reasonable care. C. Confidential Institutional Information. Supplier agrees to hold UC’s Confidential Institutional Information, and any information derived therefrom, in strict confidence. Confidential Institutional Information shall be defined as any Institutional Information which is (i) marked as “Confidential” at the time of disclosure; (ii) if disclosed orally, identified at the time of such oral disclosure as confidential, and reduced to writing as “Confidential” within thirty (30) days of such oral disclosure; and (iii) if not marked as “Confidentia l,” information that would be considered by a reasonable person in the relevant field to be confidential given its content and the circumstan ces of its disclosure. Confidential Information will not be considered confidential to the extent that: (i) Supplier can demonstrate by written records was known to Supplier prior to the effective date of the Agreement; (ii) is currently in, or in the future enters, th e public domain other than through a breach of the Agreement or through other acts or omissions of Supplier; (iii) is obtained lawfully from a third party; or (iv) is disclosed under the California Public Records Act or legal process. For the avoidance of doubt, as applicable to Supplier’s Services, Confidential Institutional Information may include any information that identifies or is capable of identifying a specific individual, including but not limited to: 1. Personally identifiable information, 2. Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations (including, but not limited to 45 C.F.R. § 160.103), 3. Medical information as defined by California Civil Code § 56.05, 4. Cardholder data, 5. Student records, or 6. Individual financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to: a. Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); b. The federal Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); c. The federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); d. The federal Fair and Accurate Credit Transactions Act (15 U.S.C. § 1601 et seq.); e. The Fair Credit Reporting Act (15 U.S.C. § 1681 et seq), and f. Applicable international privacy laws, including, but not limited to the General Data Protection Regulation. D. Required Disclosures of Institutional Information. If Supplier is required by a court of competent jurisdiction or an administrative body to disclose Institutional Information, Supplier will notify UC in writing immediately upon receiving notice of such requirement and prior to any such disclosure (unless Supplier is prohibited by law from doing so), to give UC an opportunity to oppose or other wise respond to such disclosure. To the extent Supplier still required to disclose Institutional Information, Supplier will furnish only that portion that is legally required and will exercise all reasonable efforts to obtain reliable assurance that confid ential treatment will be afforded to any Confidential Institutional Information. E. No Offshoring. Supplier’s transmission, transportation or storage of Institutional Information outside the United States, or access of Institutional Information from outside the United States, is prohibited except with prior written authorization by UC. F. Conflict in Terms. UC’s Appendix – Data Security, Appendix – BAA, and/or Appendix GDPR will control in the event that one or more appendices is incorporated into the Agreement and conflicts with the provisions of this Article. G. Acknowledgement. Supplier acknowledges that remedies at law would be inadequate to protect UC against any actual or threatened breach of this Section by Supplier, and, without prejudice to any other rights and remedies otherwise available to UC, Supplier agrees to the granting of injunctive relief in UC’s favor without proof of actual damages. ARTICLE 21 – UC WHISTLEBLOWER POLICY UC is committed to conducting its affairs in compliance with the law, and has established a process for reporting and investigating suspected improper governmental activities. Please visit http://www.ucop.edu/uc-whistleblower/ for more information. Page 11 of 15 Revised 8/6/2019 Terms and Conditions of Purchase ARTICLE 22 – SUSTAINABLE PROCUREMENT GUIDELINES Supplier will conduct business using environmentally, socially, and economically sustainable products and services (defined as products and services with a lesser or reduced effect on human health and the environment, and which generate benefits to the Universi ty as well as to society and the economy, while remaining within the carrying capacity of the environment), to the maximum possible exte nt consistent with the Agreement, and with the University of California Sustainable Practices Policy (https://policy.ucop.edu/doc/3100155) and the University of California Sustainable Procurement Guidelines: (https://www.ucop.edu/procurement-services/_files/sustainableprocurementguidelines.pdf). In accordance with the University of California Sustainable Practices Policy, Supplier will adhere to the following requireme nts and standards, as applicable. Supplier acknowledges that failure to comply with any of the sustainability standards and requirements in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without da mage, penalty, cost or further obligation. A. Sustainability Marketing Standards. Supplier sustainability related claims, where applicable, must meet UC recognized certifications and standards set forth in the UC Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission’s (FTC) Green Guides. B. Electronic Transfer of Supplier Information. Suppliers, when interacting with the UC, shall be prohibited from providing hard copies of presentations, marketing material, or other informational materials. Suppliers will be required to present all information in electronic format that is easily transferable to UC staff. Materials may be provided in hard copy or physical format if specifically required or requested by a UC representative. C. Packaging Requirements. All packaging must be compliant with the Toxics in Packaging Prevention Act (AB 455) and must meet all additional standards and requirements set forth in the UC Sustainable Practices Policy. In addition, UC requires that all packaging meet at least one of the criteria listed below: 1. Uses bulk packaging; 2. Uses reusable packaging (e.g. totes reused by delivery service for next delivery); 3. Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packag ing that is a component of the product; 4. Maximizes recycled content and/or meets or exceeds the minimum post-consumer content level for packaging in the U.S. Environmental Protection Agency Comprehensive Procurement Guidelines; 5. Uses locally recyclable or certified compostable material. D. Foodservice Foam Ban. As of 2018, the University no longer allows packaging foam or expanded polystyrene (EPS) for takeaway containers or other food service items, in any University-owned or -operated food service facility. E. Product Packaging Foam Ban. Beginning January 1st, 2020, the University will prohibit all contracted and non-contracted suppliers from selling or distributing packaging foam (other than that utilized for laboratory supply or medical packaging) to UC campu ses. Packaging foam is defined as any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including but not limited to: low-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. expanded polystyrene (EPS)), poly urethane foam, polyethylene foam, polyvinyl chloride (PVC) foam, and microcellular foam. Not included in this ban are easily biodegrad able, plant-based foams such as those derived from corn or mushrooms. F. E-Waste Recycling Requirements. All recyclers of UC electronic equipment must be e-Steward certified by the Basel Action Network (BAN). G. Hosted and Punch-out Catalog Requirements. Suppliers enabled with eProcurement hosted catalog functionality must clearly identify products with UC-recognized certifications, as defined by the UC Sustainable Procurement Guidelines, in both hosted and punch -out catalog e-procurement environments. ARTICLE 23 – PATIENT PROTECTION AND AFFORDABLE CARE ACT (PPACA) EMPLOYER SHARED RESPONSIBILITY If the Services involve Supplier furnishing UC with temporary or supplementary staffing, Supplier warrants that: A. If Supplier is an Applicable Large Employer (as defined under Treasury Regulation Section 54.4980H-1(a)(4)): 1. Supplier offers health coverage to its full-time employees who are performing Services for UC; 2. Supplier’s cost of enrolling such employees in Supplier’s health plan is factored into the fees for the Services; and 3. The fees for the Services are higher than what the Services would cost if Supplier did not o ffer health coverage to such full-time employees. Page 12 of 15 Revised 8/6/2019 Terms and Conditions of Purchase B. If Supplier is not an Applicable Large Employer (as defined above): 1. Supplier offers group health coverage to its full-time employees who are performing Services for UC and such coverage is considered Minimum Essential Coverage (as defined under Treasury Regulation Section 1-5000A-2) and is Affordable (as defined under Treasury Regulation Section 54.4980H-5(e)); or 2. Supplier’s full-time employees who are performing services for UC have individual coverage an d such coverage satisfies the PPACA requirements for mandated individual coverage. Supplier acknowledges that UC is relying on these warranties to ensure UC’s compliance with the PPACA Employer Shared Respons ibility provision. ARTICLE 24 - PREVAILING WAGES Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier will comply, and will ensure that all sub-suppliers comply, with California prevailing wage provisions, including but not limited to those set forth in Labor Code sections 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5, and 1777.6. For purposes of the Agreement, the term “sub -supplier” means a person or firm, of all tiers, that has a contract with Supplier or with a sub -supplier to provide a portion of the Services. The term sub- supplier will not include suppliers, manufacturer s, or distributors. Specifically, and not by way of limitation, if apprenticable occupations are involved in providing the Services, Supplier will be responsible for ensuring that Supplier and any sub-suppliers comply with Labor Code Section 1777.5. Supplier and sub-supplier may not provide the Services unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5 and 1771.1. Notwithstanding the foregoing provisions, Supplier will be solely responsible for tracking and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage req uirements. In every instance, Supplier will pay not less than the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) for Services being performed at a UC Location (defined as any location owned or leased by UC). The California Department of Industrial Relations (DIR) has ascertained the general prevailing per diem wage rates in the locality in which the Services are to be provided for each craft, classification, or type of worker required to provide the Services. A copy o f the general prevailing per diem wage rates will be on file at each UC Location’s procurement office, and will be made available to any in terested party upon request. Supplier will post at any job site: A. Notice of the general prevailing per diem wage rates, and B. Any other notices required by DIR rule or regulation. By this reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Supplier in providing the Services. Supplier will cause all subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such sub - suppliers in providing the Services. The Services are subject to compliance monitoring and enforcement by the DIR. Supplier will forfeit, as a penalty, not more than $200 for each calendar day or portion thereof for each worker that is paid less than the prevaili ng rates as determined by the DIR for the work or craft in which the worker is employed for any portion of the Services provided by Supplier or any sub-supplier. The amount of this penalty will be determined pursuant to applicable law. Such forfeiture amounts may be deducted from the amounts due under the Agreement. If there are insufficient funds remaining in the amounts due under the Agreement, Supplier will be liable for any outstanding amount remaining due. Supplier will also pay to any worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Services, for each day, or portion thereof, for which the worker was paid less than the specified prevailing per diem wage rate, an amount equal to the difference between the specified prevailing per diem wage rate and the amount which was paid to the worker. Review of any civil wage and penalty assessment will be made pursuant to California Labor Code section 1742. ARTICLE 25 – FAIR WAGE/FAIR WORK If the Agreement is for Services that will be performed at one or more UC Locations, does not solely involve furnishing Goods , and are not subject to extramural awards containing sponsor-mandated terms and conditions, Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in Articles 11, 12 and 14 herein, and that Supplier pays its employees performing the Services no less than the UC Fair Wage. Supplier agrees UC may conduct such UC Fair Wage/Fair Work interim compliance audits as UC reasonably requests, as determined in UC’s sole discretion. Supplier agrees to post UC Page 13 of 15 Revised 8/6/2019 Terms and Conditions of Purchase Fair Wage/Fair Work notices, in the form supplied by UC, in public areas (such as break rooms and lunch rooms) frequented by Supplier employees who perform Services. For Services rendered (actual spend) not subject to prevailing wage requirements in excess of $100,000 in a year (under the Agreement or any combination of agreements for the same service), Supplier will (i) at Supplier’s expense, provide an annual independent verification (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html) performed by a licensed public accounting firm (independent accountant) or the Supplier’s independent internal audit department (http://na.theiia.org/standards- guidance/topics/Pages/Independence-and-Objectivity.aspx) in compliance with UC’s required verification standards and procedures (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html), concerning Supplier’s compliance with this provision, and (ii) ensure that in the case of a UC interim audit, its independent accountant/independent internal auditor makes available to UC its UC Fair Wage/Fair Work work papers for the most recent verification period. Supplier agrees to provide UC with a UC Fair Wage/Fair Work verification annually, in a form acceptable to UC, no later than ninety days after the end of the 12-month period in which $100,000 in spend is reached. The Fair Wage Fair Work annual independent verification requirement does not extend to contracts for professional services or consulting for which pre-certification has been provided to UC (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources- suppliers.html). Please see the UC Procurement/Supply Chain Management Policy BUS-43 (https://www.ucop.edu/procurement- services/policies-forms/business-and-finance/index.html) for the definition of professional services and consulting. ARTICLE 26 – MEDICAL DEVICES This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplie r, or when Supplier uses one or more medical devices in providing Goods and/or Services to UC. Medical Device as used herein will have the meaning provided by the U.S. Food and Drug Administration (“FDA”) and means an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a component part, or accessory which is: (i) recognized in the official National Formulary, or the United States Pharmacopoeia, or any supplement to them; (ii) intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in humans or other animals, or (iii) intended to affect the structure or any function of the body of humans or other animals, and which does not achieve any of its primary intended purposes through chemical action within or on the body of humans or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes. Supplier warrants that prior to UC’s purchase or lease of any Medical Device or Supplier’s use of any Medical Device in providing Goods and/or Services hereunder, Supplier will: (i) perform security testing and validation for each such Goods and/or Services or Medical Device, as applicable; (ii) perform security scans to detect malware on any software embedded within any Goods and/or Services or Medical Device, as applicable, in order to verify that the software does not contain any known malware; (iii) conduct a vulnerability scan encompassing all ports and fuzz testing; and (iv) provide UC with reports for (i) – (iii). Supplier warrants that any Good or Medical Device is compliant with FDA’s most current guidance or regulation for the quality system related to the cybersecurity and the Manageme nt of Cybersecurity in Medical Devices, and that Supplier will maintain compliance with any updates to such guidance or regulations. Throughout Supplier’s performance of this Agreement, Supplier will provide UC with reasonably up -to-date patches, firmware and security updates for any Medical Device provided to UC, and any other Medical Device used in the course of providing Services, as appl icable. All such patches and other security updates will be made available to UC within thirty (30) days of i ts commercial release or as otherwise recommended by Supplier or Supplier’s sub-supplier, whichever is earlier. Supplier warrants that all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or Services delivered to UC under this Agreement as well as files, scripts, messaging services and data will be removed from all s uch Goods and/or Services or Medical Device following installation, and that all hardware ports and drive rs not required for use or operation of such Goods and/or Services or Medical Device will be disabled at time of installation. In addition, Medical Devices must be config ured so that only Supplier-approved applications will run on such Medical Devices. Page 14 of 15 Revised 8/6/2019 Terms and Conditions of Purchase Supplier agrees that UC may take any and all actions that it, in its sole discretion, deems necessary to address, mitigate and/or rectify any real or potential security threat, and that no such action, to the extent such action does not compromise device certificatio n, will impact, limit, reduce or negate Supplier’s warranties or any of Supplier’s other obligations hereunder. Supplier warrants that any Medical Device provided to UC, and any other Medical Device used in the course of providing such G oods and/or Services, meet and comply with all cyber-security guidance and similar standards promulgated by the FDA and any other applicable regulatory body. If the Goods and/or Services entail provision or use of a Medical Device, Supplier will provide UC with a completed Manufactu rer Disclosure Statement for Medical Device Security (MDS2) form for each such Medical Device before UC is obligated to purchase or lease su ch Medical Device or prior to Supplier’s use of such device in its performance of Services. If Supplier provides an MDS2 form to UC concurrently with its provision of Goods and/or Services, UC will have a reasonable period of time to review such MDS2 form, and if the MDS2 fo rm is unacceptable to UC, then UC in its sole discretion may return the Goods or terminate the Agreeme nt with no further obligation to Supplier. ARTICLE 27 – FORCE MAJEURE Neither Party will be liable for delays due to causes beyond the Party’s control (including, but not restricted to, war, civil disturbances, earthquakes, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather). ARTICLE 28 – ASSIGNMENT AND SUBCONTRACTING Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC’s written consent. In case such consent is given, the assignee or subcontractor will be subject to all of the terms of the Agreement. ARTICLE 29 – NO THIRD-PARTY RIGHTS Nothing in the Agreement, express or implied, is intended to make any person or entity that is not a signer to the Agreement a third -party beneficiary of any right created by this Agreement or by operation of law. ARTICLE 30 – OTHER APPLICABLE LAWS Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ord inance, rule or regulations will be deemed to be incorporated herein. ARTICLE 31 – NOTICES A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return receipt requested, to the other Party’s representative at the address specified by such Party. ARTICLE 32 – SEVERABILITY If a provision of the Agreement becomes, or is determined to be, illegal, invalid, or unenforceable, that will not affect the legality, validity or enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, valid, or enforceable. ARTICLE 33 – WAIVER Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non -enforcement of any other provision or of any subsequent breach of the same or similar provision. ARTICLE 34 – AMENDMENTS The Parties may make changes in the Goods and/or Services or otherwise amend the Agreement, but only by a writing signed by both Parties’ authorized representatives. In the event there is a Material Change to the Agreement, the parties agree to meet and confer in good faith in order to modify the terms of the Agreement. A Material Change as used herein refers to: Page 15 of 15 Revised 8/6/2019 Terms and Conditions of Purchase A. A change to the scope of Goods and/or Services to be provided by Supplier, as agreed to by UC; B. A change in the Institutional Information Supplier is required to create, receive, maintain or transmit in performance of the Agreement, such that the Protection Level Classification of such Institutional Information changes; C. Changes in the status of the parties; D. Changes in flow down terms from external parties; and E. Changes in law or regulation applicable to this Agreement. Each party shall notify the other party upon the occurrence of a Material Change. ARTICLE 35 – GOVERNING LAW AND VENUE California law will control the Agreement and any document to which it is appended. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Agreement is in a state court of competent jurisdiction, situated in the county i n the State of California in which the UC Location is located or, where the procurement covers more than one UC Location, the exclusive venue is Alameda County, California. ARTICLE 36 – ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Supplier will make itself and its employees, subcontractors, or agents assisting Supplier in the performance of its obligatio ns reasonably available to UC at no cost to UC to testify as witnesses, or otherwise, in the event of investigations, or proceedings against UC, its directors, officers, agents, or employees relating to the Goods or Services. ARTICLE 37 – SUPPLIER TERMS Any additional terms that Supplier includes in an order form or similar document will be of no force and effect, unless UC expressly agrees in writing to such terms. ARTICLE 38 – SURVIVAL CLAUSE Upon expiration or termination of the Agreement, the following p rovisions will survive: WARRANTIES; INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS; INDEMNITY AND LIABILITY; USE OF UC NAMES AND TRADEMARKS; LIABILITY FOR UC-FURNISHED PROPERTY; COOPERATION; TERMS APPLICABLE TO THE FURNISHING OF GOODS; AUDIT RE QUIREMENTS; PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION; GOVERNING LAW AND VENUE, and, to the extent incorporated into the Agreement, the terms of the APPENDIX–DATA SECURITY, APPENDIX–BAA, and/or APPENDIX-GDPR. Revised 7/12/2017 Page 1 of 7 ATTACHMENT A TO PURCHASING AGREEMENT # 2019.001563 STATEMENT OF WORK This Statement of Work # 1 (“SOW”) is issued pursuant to Purchasing Agreement # 2019.001563 dated October 1, 2019 between UC and Supplier (“Agreement”). 1. Title and Description of the Scope of Goods and/or Services Kone is to provide Maintenance Services to the University of California dependent on University of California’s service preferences, as well as any additional repair work, Modernization and/or New Equipment materials and/or installation. 2. Term of SOW This SOW will begin on _______, 20__ (“Effective Date”) and continue through September 30, 2024. This SOW may not be renewed or otherwise amended except through a Change Order pursuant to the Change Management section below. 3. Key Tasks and Activities, Deliverables and Completion Timeframe Supplier Obligations Task Activities Deliverables Completion Date or Timeframe 1 [General description] [Specific details using action verbs like “create”, “develop”, “test”, “analyze”, “evaluate”, etc.] [List each discrete tangible work product that is considered a critical end result from the Supplier; deliverables are nouns, not verbs] [Specific dates are best; can be stated as “Week 1”, “Week 2”, etc.] 2 3 4 5 Revised 7/12/17 Page 2 of 7 4. UC Obligations UC will provide access to buildings and allow services to be rendered under the outlined details in the Statement of Work. 5.Key Personnel Supplier’s Account Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship: Name Phone Email Address Subcontractors authorized to provide Goods and/or Services under this SOW [Buyer: Names should be listed only if Agreement permits use of subcontractors]: Name of Subcontractor Goods and/or Services the Subcontractor will provide Supplier’s Account Management Team is: Name Phone Email Address Name Phone Email Address Name Phone Email Address Name Phone Email Address Revised 7/12/17 Page 3 of 7 6. Reporting Requirements The Supplier shall maintain a complete electronic record (by elevator, escalator, chairlift and platform lift) of all emergency callback, replacement, and repair work performed. This information shall be consolidated by the Supplier into an electronic monthly report to the UC. This monthly report shall indicate the elevator, escalator, chairlift and platform lift number, date work was performed, type of work (callback, replacement or repair), brief description of the work performed. Supplier agrees to provide other reports as reasonably requested by UC during the Term of the Agreement and any extension(s) to the Term at no additional cost to UC. 7. Service Level Agreement During the Term of the Agreement, and any extension(s) of the Term, Supplier will provide the following minimum service standards: a) Services Response Time - 1 hour Request for reports -within 5 business days Invoice/billing accuracy -98% Customer service satisfaction -98% b) Performance Gurantee – If a unit is down more than fifteen (15) consecutive work days due to an unscheduled repair and it is down due to equipment related, non-misuse or controllable reason within Supplier control, Supplier will credit service maintenance billing for the period that the unit is down except for cases where the cause was a obsolete component. If a shutdown exceeds 3 days and Supplier cannot source a solution, UC may request to source a supplier or contractor that is approved to conduct the repair by UC. Supplier reserves the right to continue the repair using Supplier personnel and suppliers. If Supplier has a solution but the time to repair is longer and the repair leadtime is normal and customary for the work involved, Supplier will continue to proceed in a timely manner and complete the repair. The Owner may have the elevators' performance checked periodically to ensure the Supplier is performing in accordance with the terms and conditions of this Contract. If University determines that Supplier is not performing its obligations hereunder, then, in addition to all other rights and remedies reserved to Owner herein or at law or equity, including the right of cancellation. If services under contract are not rendered as required, a reasonable credit will be issued commensurate with that service. c) Performance Levels – a. Penalty for Up-Time and Entrapments The University intends to provide Supplier with Penalties in accordance with the schedule as shown below. b. Guaranteed Up-Time: Should the Average Availability of all inventory conveyances in operation fall more than 3% below the Guaranteed Up-Time of 98% during any Contract Year, Supplier shall pay UC a penalty subject to a 3% per annual contract value. If supplier maintains an uptime of 98% or greater, a bonus of 3% would be granted based on annual contract value. Penalty or Bonus is to be paid within 60 days following anniversary date. Penalty amounts for each full incremental percent will be calculated as follows (Note that amounts are not cumulative): Revised 7/12/17 Page 4 of 7 GURANTEED UP-TIME ANNUAL PENALTY ANNUAL BONUS < 95% Up-Time 3% < 96% Up-Time 2% < 97% Up-Time 1% >= 98% Up-Time 0% 3% All conveyance units are expected to be available 24 hours per day. • 28 days = 672 available hours • 29 days = 696 available hours • 30 days = 720 available hours • 31 days = 744 available hours • Operational hours /Available hours = Up-Time • 720 operational hours/720 available hours = 100% Up-Time 720 hours-12 hours of scheduled repair or scheduled down-time = 708 hours available with no Unscheduled Downtime. 708 operational hours/708 available hours = 100% Up-Time d) Guaranteed Up-Time: a. Example of Up-Time Minus Unscheduled Down-Time Using the same hours above, if there were 24 hours of unscheduled down-time to a conveyance unit due to unscheduled repair/maintenance, the operational hours would be reduced to 684 hours. Therefore, the operational hours divided by the available hours would be used to obtain the revised Up-Time. 708 hours - 24 hours (unscheduled maintenance/repair) = 684 (Operational Hours)/708 (Available Hours) = 97% 8. Pricing, Invoicing Method, and Settlement Method and Terms [Buyer: Pricing includes the contract amount (for instance, time and materials using an hourly rate; whether there is a not to exceed cap; and flat fee); and the payment schedule (what percentage must be paid at what times, including milestones)] Pricing is addressed below. The Invoicing Method, and Settlement Method and Terms are addressed in the applicable Agreement. As regards Invoicing Method, and Settlement Method and Terms, the terms of the applicable Agreement will take precedence over any conflicting terms in this Statement of Work. a) “Fixed Price Services” to be rendered under this SOW, including deliverables to be provided as part of Fixed Price Services, are described in this section as: b) “Time and Materials Services” to be rendered under this SOW, including deliverables to be provided as part of Time and Materials Services: c) The rates applicable to each person who will render Time and Materials Services are as follows: Revised 7/12/17 Page 5 of 7 Name and Title of Person Rendering Services Rate per Hour/Day Estimated No. of Days Extended Cost of Fees UC MRC Estimated Maximum Expenses (if any): n/a Estimated Maximum Cost: 9. Program Requirements Hours and Manner of Work. The maintenance work to be performed under these specifications shall be performed during the normal working hours of 8:00am to 4:30pm, Monday through Friday, UC or participant holidays excepted. The University shall be notified prior to the removal of elevators from normal service that requires the elevator to be out of service for more than 30 minutes. Elevator mechanics shall remain in contact with the respective Campus unit dispatcher while on campus. Should the elevator mechanic be required to leave the campus for any reason, the mechanic is to notify the appropriate University campus unit dispatcher at the time of his departure and return. Should a callback occur during other than normal working hours necessitating the payment by this Contractor of premium or overtime wages, this Contractor shall be responsible for the basic hourly rate paid, but the agency will, upon receipt of properly documented bills, pay the actual amount of the premium portion of the wage. Entrapment. Anytime an elevator is shut down with trapped passengers, Supplier shall guarantee 2 hours response time from the time the trouble call is received. In the event an elevator is shut down without trapped passengers, Supplier shall guarantee 4 hour response time from the time the trouble call is received between 8:00 a.m. and 4:30 p.m. Monday through Friday, and 6 hour response time at all other times. Removal of Vendor/Subcontractor Employees. In the event that University determines that an employee of vendor or a subcontractor hired by vendor is unqualified, unruly, or in any way endangering the project, vendor shall remove employee/subcontractor at the request of the University. This provision shall apply to all vendor personnel. Overtime. During the term of the Contract the Agency Representative may authorize the Supplier to use overtime in order to expedite major repairs. This authorization will be granted in those instances where the agency has made a determination that such action is in the overall best interest of the UC. When this authority is granted, the Supplier shall pay employees their usual overtime-hour rate, and UC will issue payment based on the difference between the normal work hours hourly rate and the overtime-hourly rate. Maintenance Service Records. The Supplier shall provide and keep current suitable electronic check charts for each elevator, escalator, chairlift and platform lift. Upon completion of maintenance, the Supplier is to furnish an electronic report including check charts and log of arrival and departure times of the Supplier’s Revised 7/12/17 Page 6 of 7 employees according the standard as set forth. The electronic log shall contain column lines for date entry and column lines for description/extent of work performed. The Supplier shall maintain an electronic log of all call back records. On a semi-annual basis, the Supplier shall submit an electronic copy to the user agency in the form of a line graph that show the trend in callbacks. Check-in Procedure. Supplier mechanic must check in prior to starting work, by phone or in person to primary contact whom requested services or those disgnated by the UC. UC will provide proper access to mechanic upon Check-in. Travel Charges. No travel charges are to be billed for scheduled maintenance. Fees will only apply to emergency or non scheduled services. Obsolescence. The Supplier is not financially obligated to make any changes or recommendations in the existing design, function or equipment in place at the time this Agreement is first effective. Furthermore, University acknowledges with the passage of time, equipment technology and designs may change and/or become obsolete or inefficient. Other than to provide a reasonable amount of preventive maintenance, Supplier shall not be financially obligated to service, upgrade, renovate, enhance or make repairs or replacements to equipment that is obsolete. Delivery Delays. Supplier will report any delivery delay whatsoever to the ordering Location, as well as its cause, within two (2) hours after Supplier is able to reasonably determine there will be a delay; the report will be provided to UC by telephone, e-mail, or facsimile. Supplier will keep UC fully informed and will take all reasonable action in eliminating the cause of delay. Credit. Requests for credit can be transmitted by the ordering UC personnel via the established order management system (telephone, fax, paper return form, and web-based). Chargebacks and credit memos will be issued to UC ordering departments in the current month’s billing period. Return items will be credited at cost. If Goods were purchased via UC purchasing card, credit must be issued to the same purchasing card. Parking. Supplier shall obtin all parking permits and/or decals that may be required while performing statement of work duties on University presmises or Participating Entity location(s). Surveys. Supplier will, at UC’s request, conduct customer surveys of UC orders through questionnaires. The content of these surveys will be approved by UC. UC will be responsible for the tabulation of these surveys. 10. Changes to the Services UC may desire to change the Goods and/or Services following execution of an SOW. If so, UC will submit a written Amendment to Supplier describing the changes in appropriate detail. If an Amendment does not require Supplier to incur any additional material costs or expenses, then Supplier will make the modification within ten (10) business days of Supplier’s receipt of UC’s Amendment. If an Amendment does require that Supplier incur additional material costs or expenses, then Supplier in good faith will provide UC with a written, high level, non-binding assessment of the costs and expenses and the time required to perform the modifications required by the Amendment, within ten (10) business days of Supplier’s receipt of UC’s Amendment. UC will notify Supplier in writing within ten (10) business days after receipt of Supplier’s response to the Amendment as to whether UC wishes Supplier to implement the Amendment based on the response. UC will compensate Supplier for implementation of an Amendment in accordance with the terms and conditions of the relevant Amendment and Supplier’s response to the Amendment, if any. Supplier’s implementation of an Amendment will not delay the performance of Services and/or the delivery of deliverables not reasonably affected by an Amendment. 11. No Mandatory Use Revised 7/12/17 Page 7 of 7 Because there is no mandatory use policy at UC, nothing in this Statement of Work will be construed to prevent UC from entering into similar agreements with any third parties including, without limitation, suppliers that may be in competition with Supplier. 12. Additional Terms [Buyer: If recording devices will be allowed, add the following: Supplier will use recording devices in discussions with UC employees only when UC and the employees so authorize; this authorization must be in writing. If applicable, Supplier's use of recording devices in such discussion is proposed as follows: (Insert terms)] Insurance Requirements [Buyer: insert terms, if needed or different from basic levels in T&Cs] This Statement of Work is signed below by the parties’ duly authorized representatives. THE REGENTS OF THE [SUPPLIER NAME] UNIVERSITY OF CALIFORNIA ________________________________ ____________________________________ (Signature) (Signature) ________________________________ ____________________________________ (Printed Name, Title) (Printed Name, Title) ________________________________ ____________________________________ (Date) (Date) University of California (UC) REQUEST FOR PROPOSAL# (000289-APR2018) RFP-ElevatorMaintenance- UCSystemWide-April2019 FOR Elevator, Escalator, Chairlift and Platform Lift Maintenance & Repair and related services. On behalf of the University of California and OMNIA Partners and other government agencies and non-profits Date Issued: 04/24/19 Responses Due: 06/03/19@ 3pm PST It is the Contractor’s responsibility to read the entire document, any addenda, and to comply with all requirements listed herein. Any addenda to this Request for Proposal will be directed to all participating Contractors. It is the Contractor’s responsibility to watch their e-mail for any addenda, notices, or changes to the RFP or process. Issued by: The Regents of the University of California Adrian Ferreira, Interim Associate Director Strategic Sourcing - Facilities & Maintenance University of California Office of the President 7835 Trade Street, San Diego, CA, 92121 \ 2 Proposal RFP-ElevatorMaintenance-UCSystemWide-April2019 ELEVATOR MAINTENANCE & REPAIR AND RELATED SERVICES RFP Number (000289-APR2018) RFP-ElevatorMaintenance-UCSystemWide- April2019 RFP Title ELEVATOR MAINTENANCE & REPAIR AND RELATED SERVICES RFP Start Date April 24, 2019 3:00 PM PST RFP End Date June 03, 2019 3:00 PM PST Question & Answer End Date May 27, 2019 3:00 PM PST RFP Contact Adrian Ferreira Interim Associate Director – Facilities & Maintenance University of California Office of the President Adrian.Ferreira@ucop.edu Vendor Web Conference May 03, 2019 2:00:00 PM PST Attendance is non-mandatory Location: NON-MANDATORY VENDOR WEB CONFERENCE VIA WEB CONFERECE USING ZOOM APPLICATION. Web Conference Meeting Link: https://UCOP.zoom.us/j/887466257 Dial In option US: +1 669 900 6833 Meeting ID: 887 466 257 Link and number are available during time of Vendor Conference. If an Offeror is unable to attend the pre-proposal conference, recording of presentation will be attached to CalUsource system upon completion. Campus Walkthrough Attendance is non-mandatory Starting week of April 29, 2019 (Northern California) Week of May 6, 2019 (Southern California) Refer to ATTACHMENT C – Campus Walkthrough Schedule 3 Table of Contents A. Purpose ........................................................................................................................ 4 B. Objective ...................................................................................................................... 4 C. Intent ............................................................................................................................ 5 D. National Contract for UC Contracts ........................................................................... 5 E. General ......................................................................................................................... 6 F. Equipment, Wiring and Circuit Changes ................................................................. 12 G. Maintenance Service ................................................................................................. 13 H. Maintenance Service Records .................................................................................. 14 I. Maintenance Responsibility ...................................................................................... 14 J. Work Hours ................................................................................................................ 15 K. Reporting Requirements ........................................................................................... 15 L. Spare Parts ................................................................................................................ 15 M. Overtime ..................................................................................................................... 16 N. Safety and Inspection ................................................................................................ 16 O. Firemen’s Recall Service .......................................................................................... 18 P. Drawing and Wiring Diagrams .................................................................................. 18 Q. Items of Preventative Maintenance Work ................................................................ 18 R. Scope of Services ...................................................................................................... 22 S. Background ................................................................................................................ 23 T. Inquiries ..................................................................................................................... 23 U. Contractor Web Conference (NON-MANDATORY) .................................................. 23 V. Campus Walkthrough Schedule (NON-MANDATORY) ............................................ 23 W. Minimum (general) criteria to be determined “Responsive” .................................. 24 X. Minimum (general) criteria to be determined “Responsible” ................................. 24 Y. Projected Timetable ................................................................................................... 24 Z. Employee Background Check ............................................................................................ 25 AA. Functional Requirements ................................................................................................... 25 BB. Elevator List of Equipment ................................................................................................. 25 CC. GENERAL REQUIREMENTS ............................................................................................... 26 DD. Contractor Personnel Requirements ................................................................................. 28 EE. Contractor Personnel Requirements ................................................................................. 29 Attachments  Attachment A – Elevator Equipment List  Attachment B – Campus Matrix  Attachment C – Campus Walkthrough Schedule  Attachment D – Elevator Component Evaluation  Attachment E – Maintenance vs. Construction Exhibits  Omnia Partners - Exhibit A – Response to National Cooperative Contract  Omnia Partners - Exhibit B – Administration Agreement  Omnia Partners - Exhibit C– Master Intergovernmental Cooperative Purchasing Agreement  Omnia Partners - Exhibit D – Principal Procurement Agency Certificate  Omnia Partners - Exhibit E – Contract Sales Reporting Template  Omnia Partners - Exhibit F – Federal Funds Certification Form  Omnia Partners - Exhibit G – New Jersey Compliance Form Omnia Partners - Exhibit H – OMNIA Partners Advertising Compliance Requirement List 4 Request for Proposals RFP Title: Elevator Maintenance and Repair and Related Services Introduction/Overview A. Purpose The University of California (“UC”) is requesting proposals from qualified firms for the purchase of the following products and services in the 3 modules below: 1. MODULE 1: Elevator Maintenance & Related Services i. Capability to provide service to the following conveyances, but not limited to, elevator, escalator, chairlift and platform lift. ii. Capability to provide as needed to full service based on varied needs by each UC Campus location. iii. Ensures consistent performance standards are applied throughout UC. iv. Reduces elevator, escalator, chairlift and platform lift response time and repair turn-over. v. Standardizes elevator, escalator, chairlift and platform lift maintenance procedures, processes and reporting. vi. Assists UC in establishing prioritization schedules for repair and maintenance. vii. Maintenance, service, repair and replacement of materials and equipment in elevator, escalator, chairlift and platform lifts of a similar manufacturer and control system as those covered by this contract. viii. Capability to modernize existing elevator conveyances. 2. MODULE 2: Non-Proprietary Controls Manufacture i. Elevator control system shall be non-proprietary ii. Elevator control system shall not require any external Proprietary service tool iii. Elevator control system shall be serviceable and maintainable by any qualified elevator maintenance provider capable of maintaining apparatus of similar design and complexity 3. MODULE 3: Conveyance Audit Services i. Capability to evaluate, elevator maintenance audit to a maintenance condition assessment, a performance and equipment evaluation, survey, or even a preventative service audit, elevator state, or asset management review. B. Objective 1. Provide a comprehensive competitively solicited Master Agreement offering products and services to UC and Participating Public Agencies 2. Establish a Master Agreement with a Five (5) year contract(s) with options for Five (5) one-year extensions for the selected Contractor(s). 3. Achieve cost savings for Contractors and Participating Public Agencies through a competitive solicitation process that eliminates the need for multiple proposals. 5 4. Provide Participating Public Agencies with environmentally responsible products and services. 5. The goal of the RFP is to establish a national contract(s). If Contractors are unable to propose a national program due to conflicts with legal obligations or coverage area, Contractor may indicate so and propose a regional or direct solution. UC will evaluate responses in their entirety and determine award based on the most advantageous. C. Intent 1. Respondent(s) shall have a strong national presence for Conveyance maintenance/repair goods and services, or non-proprietary controls manufacture, or conveyance audit services for use by UC and various public entities nationwide. 2. Respondent(s) are required to answer general question and also ONLY respond to one (1) module. Intent is to have at minimum 3 awards (1 per module). i. The following categories are required to be completed by all and considered general questions: 1. Company Profile 2. National Program 3. Sustainability 4. Value Add 3. UC is seeking qualified candidates with the capability to provide services to all 10 UC campus locations at minimum, with potential capability to have national representation. 4. UC reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves UC best interest. D. National Contract for UC Contracts The University of California, as the Principal Procurement Agency, defined in Exhibit A, has partnered with OMNIA Partners to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The UC is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”). Exhibits A through H contain additional information about OMNIA Partners and the cooperative purchasing agreement. OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded 6 cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. As a channel partner with Vizient (formally, Novation), OMNIA Partners leverages over $100 billion in annual supply spend to command the best prices for products and services. With corporate, pricing and sales commitments from the Contractor, OMNIA Partners provides marketing and administrative support for the Contractor that directly promotes the Contractor’s products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Contractor benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Contractor’s need to respond to additional competitive solicitations. As such, the Contractor must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Contractor and respond to the OMNIA Partners documents Exhibit A, B, F, and G. The UC, as the Principal Procurement Agency, has partnered with the OMNIA Partners (herein OMNIA) to make the resultant contract from this solicitation available to qualified Participating Public Agencies nationwide. OMNIA provides marketing and administrative support for the Supplier (herein also referred to as Contractor or Consultant) that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to public agencies on a national basis. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier as stated in Exhibit A. Estimated Volume The UC anticipates spending approximately $8 million annually on as needed and full-service elevator, escalator, chairlift and platform lift, maintenance program. The overall dollar volume of supplies purchased under the contract is estimated to be $80 million annually. While no minimum volume is guaranteed, the estimated annual volume is projected based on the current annual volumes among the UC, other government agencies that intend to utilize the resulting contract to be made available to them through OMNIA Partners, and volume growth into other agencies through a coordinated marketing approach between the Contractor and OMNIA Partners. As outlined in Exhibit A, the awarded supplier(s) are required to pay an administrative fee. E. General All Suppliers are required to complete the following four (4) Questionnaire sections in the CalUsource solicitation tool in the RFP event. All Offeror(s) are required to complete the Questionnaire section outlined below and ONLY one (1) module. 7 1. Questionnaire: a. Company Profile b. Sustainability c. National Program d. Value Add MODULE 1: Elevator Maintenance & Related Services - The evaluation of an elevator, escalator, chairlift and platform lift maintenance program shall be evaluated in terms of a Full-Service Maintenance to include a Preventative Maintenance Program. Offerors will be required to propose on a Full-Service Maintenance Program to encompass Preventative Maintenance. The Offeror(s) responding to MODULE 1 must complete the three (3) Price Sheets in solicitation named: Hourly Rates by Campus Location, Monthly/Annual Rates, and Material Discount/Rate. • Elevator Modernization: o Scope is defined as “Partial In-Kind Replacement” as outlined in Attachment D – Elevator Component Evaluation. o Modernization Restrictions:  No new construction  Components <50% of the replacement cost of the system  Purchase within the minor cap limit of $750K.  UC Construction or Maintenance is defined in Attachment E – Maintenance or Construction. MODULE 2: Non-Proprietary Controls Manufacture – Objective is to find qualified manufactures with the capability to supply non-proprietary controls to UC and also have capability to delivery products and provide support nationally. The Offeror(s) responding to MODULE 2 must complete all questions in Module 2 Questionnaire. MODULE 3: Conveyance Audit Services – Seeking a qualified firm to conduct varied types of Audits associated to conveyances. The Offeror(s) responding to MODULE 3 must complete all questions in Module 3 Questionnaire. Upon award each UC campus location will provide awardee(s) with detailed scope and services needed. Please note each UC campus location manages services differently. In some of the locations Elevator Maintenance Services is managed by in- house staff, while others contract all services out. The information below will be used for evaluation purposes: Full Service and Preventative Maintenance for Attachment A – Elevator Equipment List. 8 FULL SERVICE ELEVATOR, ESCALATOR, CHAIRLIFT AND PLATFORM LIFT MAINTENANCE AND REPAIR PROGRAM REQUIREMENTS The intent of the Full Service Elevator, escalator, chairlift and platform lift, maintenance program is for the Contractor to assume all responsibility associated with the elevator, escalator, chairlift and platform lift, equipment and associated parts as specified herein, with the exception of those stated items that have been excluded as referenced in this RFP. The work to be performed by the elevator, escalator, chairlift and platform lift Contractor under the specifications shall consist of furnishing all material, labor, supervision, tools, supplies, and other expenses necessary to provide full service maintenance, and repairs of every description, including inspections, adjustments, test and replacement of parts as herein specified for all equipment covered under this RFP. The work to be performed by the elevator, escalator, chairlift and platform lift Contractor under the specifications shall consist of furnishing all material, labor, supervision, tools, supplies, and other expenses necessary to provide full service and preventative maintenance services, and repairs of every description, including inspections, adjustments, test and replacement of parts as herein specified for all equipment covered under this RFP, as listed. The Contractor shall systematically examine, adjust, lubricate, clean and when conditions warrant, repair or replace the following items and components thereof and all other mechanical or electrical equipment, including, but not necessarily limited to the following: ELEVATORS: • Entire machine, include housing, drive sheave, drive sheave shaft bearings, brake and assembly and component parts. • Hoist motor and motor generator including auxiliary rotating systems, motor windings, rotating elements, commentators and bearings, field windings. • All sheaves. • Controller: All components including all relays, contracts, solid state component resistors, condensers, transformers, contacts, leads, mechanical or electrical timing devices, computer devices. • Selector: All components including selector drive tape, wire or cable, hoist way vanes, magnets, inductors and all other mechanical and electrical drive components. • Motor, and motor generators brush and brush holders. • Hoistway door interlocks or locks and contacts: hoistway door hangers and tracks, bottom door jibs, cams, rollers, and auxiliary door closing devices for power-operated doors. Chains, tracks, cams, interlocks, sheaves for vertical bi- parting doors. All thrust rollers, (Eccentrics) broken arm closer assembly, retiring arm assemblies complete. 9 • Hoistway limit switches, slowdown switches, leveling switches and associated cams and vanes. • Guide shoes including rollers or jib type assemblies complete. • Automatic power operated door operators, door protective devices, car hangers, tracks and car door contacts for both side slide and vertical bi-parting doors, photo eyes. • Traveling cables. • Elevator control wiring in hoist way and machine room. • Governor including governor sheave and shaft assembly bearings, contact jaw and governor tension assemblies. • Car and counterweight safety mechanism and load weighting equipment. • Hoist cables, governor cables, compensating cables and compensating chains, including the adjustment and shorting of same as required by Code. • Buffers, oil or spring type. • Fixture contacts, push buttons, key switches and locks and lamps and sockets of button stations (car and hall), hall lanterns, position indicators (car and hall), direction indicators. • The Contractor shall keep the guide rails free of rust where roller guides are used and properly lubricated when sliding guides are used. Renew guide shoe rollers and jibs as required to insure smooth and satisfactory operation. • The Contractor shall also examine and make necessary adjustment or repair to the following accessory equipment including revamping of signal equipment: hall lanterns car and corridor position indicators, car stations, traffic direction station, electric door operators, intercom system, interlocks, door hangers, safety edges, LED. • All replacement parts shall be new and specifically designed for the elevator on which they are to be used. • The Contractor shall furnish and use lubricants as recommended by the manufacturer of the equipment or approved equal. • The Contractor shall be responsible for keeping the exterior of the elevator, machinery and other parts of the equipment subject to rust, painted with heat resistant enamel and presentable at all times. The motor windings shall be treated as needed with proper insulating compound as recommended by the motor manufacturer. Cleaning and re-finishing of the interior of the cars and exterior of hoist way door frames are excluded from this contract. • The Contractor shall maintain all elevator equipment in hoistways, pits, machine rooms, and assigned elevator. Contractor work space in a clean, orderly 10 condition, free of dirt, dust and debris; pits and machine spaces shall be kept dry and clean. ESCALATORS: • The Contractor shall regularly and systematically examine, adjust, lubricate, clean internal truss structures (as required), maintain all accessory equipment, and if conditions warrant, repair or repelace the following escalator components: escalator power unit, controller parts, electrical switches, wiring, bearing, governors and brakes, step and chain wheels, chains and sprockets, steps and step treads, comb plates, safety device handrails. CHAIRLIFTS AND PLATFORM LIFTS: • The Contractor shall peform regular inspections to address the following: ride access by passengers, maintenance and operational staff; safety during the ride; fundamental mechanical and electrical safety; fire safety; noise. • The Contractor shall perform the following inspection activities: commissioning inspection including load test runs; formal pre-season inspection; daily and periodic maintenance inpsections; annual inspection; periodic major inspection of critical components; designer and manufacturer stipulated inspections; ancillary equipment inspections. • The Contractor shall inspect the platform and control panel, lock bolts for tightness, the foot switch for proper operation, switches which should be in neutral, signs and labels and instructions for legibibility, safety latches, toe boards, railings and guards to ensure they are in good condition and working properly. • The Contractor shall inspect, and when conditions warrant, replace the following for the boom or lift: a. the jib and main boom assembly or scissors lift to ensure pins and pivot points are in good condition, properly attached and locked, and show no signs of bending, pinching or wearing b. lubrication points for signs of lubrication; dry or dirty lube fittings might mean the lube points have not been used c. the control valves for leaks, loose hoses, frayed wires or damaged insulation, making sure support brackets are in place and tight. • The Contractor shall inspect, and when conditions warrant, replace the following for the frame: a. the four-wheel assemblies for tire condition and proper inflation b. the drive hub and brakes for signs of brake fluid leakage, caked dirt, lack of lubrication and missing or loose lug nuts, and any fluids used or removed by Contractor will be disposed or removed properly by Contractor. 11 c. the steering cylinders, tie rods and steering linkage for wear and proper fluid levels and lubrication. • The Contractor shall inspect, and when conditions warrant, replace the following for the turntable: a. drive-train components — pump, drive motor, brake and control valve, connecting hydraulic hose, and fittings — for signs of hydraulic-fluid leaks visible at connections b. pumps or control valves for low pressure under loads caused by wear c. pressure plates for cracks due to overloading; signs of cracks should trigger a more detailed inspection of all lift components for signs of strain, such as leaks, bent or scored mechanical linkages or cable fatigue. d. turntable drive and support bolts e. turntable bearing and gear mechanism for proper lubrication and smooth rotation; hesitation might indicate bearing wear or damage. • The Contractor shall inspect, and when conditions warrant, replace the following electrical components: a. engine filter b. battery-fluid level c. oil level d. muffler and exhaust system for leaks or loose brackets e. hydraulic pump, medium-pressure filter housing and swivel for leakage or damage f. horizontal cutoff limit switch to make sure it is free of dirt and the arm is straight, clean, and free to move, if applicable g. hoses and wires to look for leaks, wear or damage h. doors and latches for lubrication and proper operation. • The Contractor shall inspect, and when conditions warrant, replace the following accessories: a. manual descent for wear or damage indicated by leakage, dents or scoring of the cylinder b. return filters for obstructions or leaks c. LP gas tank, if appropriate, to ensure it is well anchored and all clamps and bolts are tight 12 d. hydraulic fluid level in the reservoir by removing the cap, checking the oil level and replacing the cap e. magnetic plug, if appropriate, to check for iron filings indicating metal scoring is occurring in the system; checks should be done when the system is shut down, lowered for storage, and the oil is cold. f. ground-control switches to ensure all operational labels and warning signs are legible. GENERAL • The Contractor shall not be responsible (unless directed by UC in which costs shall be incurred by the User Agency) for upgrading the equipment to meet changes in code requirements as may be recommended and/or directed by insurance companies, Federal, State, Municipal or other Governmental authorities. Should a full replacement of an elevator, escalator, chair lift and/or platform lift be required, Purchasing may facilitate a RFP process. The successful Proposer may be responsible for the maintenace of the elevator, esclator, chair lift and/or platform list and its associated equipment and parts in accordance with the manufacturer’s warranty (typically one (1) year). At the conclusion of the warranty period, in accordance to the contents of this RFP, the full service maintenance contractor shall resume all maintenance activities associated with the maintaining the replaced elevator, escalator, chair lift and/or platform lift. • The Contractor shall be responsible for giving immediate notice to the designated Agency Representative of any condition, which he discovers, that may present a hazard to either the equipment or passengers. • The Contractor shall not be required by this agreement, except as herein noted, to make renewals or repairs necessitated by proven negligence or misuse of the equipment by persons other than the Contractor, his representatives and employees, or by reason of any other proven cause except for normal wear and tear, beyond the control of the Contractor. Examples of these are the following: Refinishing, repairing or replacing car enclosures, hoistway, enclosure, hoistway door panels, frames, and sills, and all power supply panels and feeders. Cost of repairs, replacements or removal necessitated by any cause, other than ordinary wear, which is occasioned by negligence shall be determined by General Services and the Agency Representative. Any repairs that are not the Contractor’s responsibility will be paid at the labor rates on the Proposal Form. All material required for the above mentioned repairs will be paid on either a time and material or not-to exceed basis as defined in the Offeror’s proposal. The Contractor will be paid only for repairs actually required. F. Equipment, Wiring and Circuit Changes 13 The Contractor shall not make any changes or alterations to the existing mechanical equipment, circuit wiring or sequencing, nor alter the original circuit or wiring design of the elevator, escalator, chairlift and platform lifts unless changes are authorized, in writing, by the agency designated representative for approval. This submission shall include neatly prepared drawings and wiring diagrams as well as a complete description of the proposed change. Prior to submitting the proposed change to the agency, the Contractor shall, at its own cost and expense, have obtained comments from the original equipment manufacturer concerning the overall effect of such changes on the system. If changes are made, Contractor shall provide as-built drawings of modifications. G. Maintenance Service Maintenance under this contract shall provide a constant, high quality service to properly protect all elevator, escalator, chairlift and platform lift, escalator, chairlift and platform lift equipment from deterioration and to provide constant peak performance of all elevator, escalator, chairlift and platform lifts, escalators, chairlifts and platform lifts, resulting in a minimum of down time for any portion of the system. Not more than one elevator, escalator, chairlift and platform lift per facility shall be out of service at one time for regular maintenance lubrication and servicing. The time of day that each elevator, escalator, chairlift and platform lift can be shut down for routine maintenance shall be scheduled with the designated Agency Representative to minimize the disruption caused by the elevator, escalator, chairlift and platform lifts being out of service. If for any reason an elevator, escalator, chairlift and platform lift should be out of service for more than two (2) hours, the Contractor shall notify the Agency Representative when the elevator, escalator, chairlift and platform lift was taken out of service, the reason why and what time the elevator, escalator, chairlift and platform lift is expected to be put back in service for proper and safe operation. The following schedule will be considered maximum shut down times allowed (times below can be modified by individual UC or Participating Entity): 1. Major Repairs (include but not necessarily limited to the following); • Cable-hoist, governor, compensating and tail ropes. Completion of the work should be within four (4) working days after replacement cables are received. • Brake Coils and motor field coils – five (5) working days. • Rewind motor or MG ser armature – eight (8) working days. • Turn down and undercut machine commutator – three (3) working days. • Governor repair – two (2) working days. • Replace motor bearings- four (4) working days. 2. Minor Repairs (include but not necessarily limited to the following): Completion within twenty-four (24) hours • Replace relay coils. • Replace relays. • Replays door interlocks. 14 • Replace door jibs. • Door operator repairs. • Repair selector drive tape. 3. Minor Repairs (include but not necessarily limited to the following): Completion within two (2) working days • Replace door operator motor. • Replace selector drives motor. • Replace brake linings. • When an elevator, escalator, chairlift and platform lift is shut down, a laminated sign shall be placed at each opening (where applicable) stating: “This elevator, escalator, chairlift and platform lift is being serviced. Please use Elevator, escalator, chairlift and platform lift No.___”. A record shall be maintained by the Contractor of non-emergency maintenance items in need of correction which come to his attention, and he shall provide this list to the designated Agency Representative for necessary corrective action during the Contractor’s routine visits. H. Maintenance Service Records The Contractor shall provide and keep current suitable electronic check charts for each elevator, escalator, chairlift and platform lift. Upon completion of maintenance, the Contractor is to furnish an electronic report including check charts and log of arrival and departure times of the Contractor’s employees according the standard as set forth. The electronic log shall contain column lines for date entry and column lines for description/extent of work performed. The Contractor shall maintain an electronic log of all call back records. On a semi- annual basis, the Contractor shall submit an electronic copy to the user agency in the form of a line graph that show the trend in callbacks. I. Maintenance Responsibility The Contractor shall keep the elevator, escalator, chairlift and platform lift maintained to operate at the original contract speed, keeping the original performance time, including acceleration and retardation as designed and installed by the manufacturer. The door operation shall be adjusted as required to maintain optimum door opening and door closing times, within legal limits. General Services and the User Agency Representative reserves the right to make inspections and tests when deemed advisable. If it is found that the elevator, escalator, chairlift and platform lifts and associated equipment are deficient either electrically or mechanically, the Contractor will be notified of these deficiencies in writing, and, if no life threatening situation exists, it shall be his responsibility to make the necessary corrections within thirty (30) days after his receipt of such notice. In the event of a life- threatening situation, the Contractor must make the necessary repairs immediately. In the event that the deficiencies have not been corrected within thirty (30) days, or immediately as the case may be, the user Agency may terminate and employ a contractor to make the corrections at the original Offeror’s expense. 15 During any contract year a company designated by the User Agency or his representative will perform maintenance and safety inspections. The maintenance contractor shall accompany this inspector for both inspections of all elevator, escalator, chairlift and platform lifts covered under this contract. At the conclusion of this inspection, the user Agency Representative shall give the contractor written notice via an electronic document of any deficiencies found. The Contractor shall be responsible for the correction of these deficiencies in accordance with the above paragraph. J. Work Hours The maintenance work to be performed under these specifications shall be performed during the normal working hours of 6:00am to 6:00pm, Monday through Friday, UC or participant holidays excepted. Offeror shall submit with its response, and update annually, together with supporting documentation, a statement of the hourly rates paid to its technicians/mechanics for “normal hours” work, which term shall mean the hours stated. The Contractor shall also state what constitutes “time and one-half” as opposed to double time. The Contractor shall provide emergency call back service for all elevator, escalator, chairlift and platform lifts under which the Contractor agrees to have an electronic workman report to the site of the emergency within time proposed in Price Sheet – Hourly Rates by Campus Location for such service by telephone or otherwise from the Agency Representative. This emergency callback service shall be limited to minor adjustments or repairs to provide uninterrupted elevator, escalator, chairlift and platform lift services. Emergency callback service shall be performed as part of this Contract without additional charge, during normal hours. The Contractor shall provide names and telephone numbers of the persons to be contacted. Should a callback occur during other than normal working hours necessitating the payment by this Contractor of premium or overtime wages, this Contractor shall be responsible for the basic hourly rate paid, but the agency will, upon receipt of properly documented bills, pay the actual amount of the premium portion of the wage. K. Reporting Requirements The Contractor shall maintain a complete electronic record (by elevator, escalator, chairlift and platform lift) of all emergency callback, replacement, and repair work performed. This information shall be consolidated by the Contractor into an electronic monthly report to the Agency Representative. This monthly report shall indicate the elevator, escalator, chairlift and platform lift number, date work was performed, type of work (callback, replacement or repair), brief description of the work performed, man- hours expended and materials used. L. Spare Parts In addition to the minor spare parts specified, the Contractor shall have available at all times, for immediate delivery and installation, sufficient supply of the following emergency spare parts for the repair of each elevator, escalator, chairlift and platform lift system concerned. The inventory shall include, but not necessarily be limited to the following: • Lamps, minimum two each type. 16 • Door operator motors and gear reduction units, for both sides slide and vertical bi-parting doors. • Transformers and rectifiers for each type and size used. • Relays and switches, minimum one of each type. • Controller and selector motor (when used), leveling switches, magnets and inductors. • Selector tapes and selector motor (when used), leveling switches, magnets and inductors. • Door interlocks. • Car door safety edges complete each type. • Car door photoelectric safety device. • Car door electric door detectors complete to include preamplifiers and power pack. • Hang rollers for both car and hall doors. • Limit switches and terminal stopping switches. • Roller guides for car. • Electronic tubes for each type and size used. • Flexible guide shoe jibs. • Torque wrenches and other small tools. The Contractor shall provide at the building a spare parts metal storage cabinet and metal containers for storage of waste and other flammable materials. M. Overtime During the term of the Contract the Agency Representative may authorize the Contractor to use overtime in order to expedite major repairs. This authorization will be granted in those instances where the agency has made a determination that such action is in the overall best interest of the UC. When this authority is granted, the Contractor shall pay employees their usual overtime-hour rate, and UC will issue payment based on the difference between the normal work hours hourly rate and the overtime-hourly rate. N. Safety and Inspection All service and repair work shall be performed in compliance with the American Society of Mechanical Engineers Code ASME A17.1-1193, or most current version, and shall be subject to safety inspection by the Agency Representative. Periodic inspection of the elevator, escalator, chairlift and platform lifts as required by the ASME A17.1 Code should provide personnel who are familiar with the equipment to perform the test. The Contractor shall periodically examine and test all safety devices. He shall make formal safety tests and inspections as required and outlined in the ASME A17.1 Code. The tests shall be conducted in the presence of the elevator, escalator, chairlift and platform lift inspector designated by the State of California. Tests shall be performed at intervals specified in the ASME Code. It will be the responsibility of the Contractor to 17 determine when these tests are due. After completion of the required safety tests, the Contractor must submit electronically a document to the Agency Representative indicating at least the following information. The document may be the Contractor’s standard form or the ASME Standard Form: • Type of test. • Name of organization performing the test. • Address of the facility being tested. • Elevator, escalator, chairlift and platform lift identification number. • Capacity. • Speed. • Type of Elevator, escalator, chairlift and platform lift. • Type of Machine. • Indication that governor has been checked for proper tripping speed and that the over speed switch is functional. • Type, size and condition of governor type before and after test. • Load at which safety was tested. • Speed at which governor tripped. • Length of marks on each guide rail made by safety laws. • Number of turns remaining on drum. • Did car or counterweight set level? • Did governor set satisfactorily? • Was governor calibrated? At what speed? • Was safety test satisfactory? • At what speed and load were buffers tested? • Was oil level satisfactory after test? • Indicate plunger compression return time. • Indicate date test was made. • Signature of individual performing tests. • Any additional remarks that are applicable. • Name of the State of California and/or UC representative witnessing the test. After tests have been performed, all safety devices shall be checked and adjusted as required to meet manufacturer’s recommendations. Elevators, escalators, chairlifts and platform lifts shall not be placed in service until all tests, checks and adjustments are complete and elevator, escalator, chairlift and platform lifts are in proper working condition. The Contractor shall not be held responsible for any damage to the building and equipment caused by the test, unless such damage is a result of negligience. Failure to follow correct procedures to prevent damage and 18 failure to perform pretest examinations shall be considered negligence by the Contractor. O. Firemen’s Recall Service The following ASME Code A17.2-93 Rule 1260.7 tests must be made monthly: Phase 1 – EMERGENCY RECALL OPERATION: Initiated by inserting key in key switch lobby or designated level. Turn key to “ON” position. Wait for all elevators to return to that floor and their doors to full open. If test is for Phase I only, turn key to “OFF” position and remove. Phase 2 – EMERGENCY IN CAR OPERATION: Remove key from designated level key switch while still in the “ON” position. Insert key into key switch of the first elevator. Turn to “ON” position. Push next floors car button. Push “Door Open” button and hold until doors are fully opened. To return to designated level, push corresponding button number. Push “Door Close” button and hold until doors are fully closed. Return key to the “OFF” postion, remove key, and repeat for next elevator. CLEAR: to clear firemans’ recall test, insert key into designated level key switch. Turn to “OFF” position and remove key. P. Drawing and Wiring Diagrams The Contractor shall be solely responsible to determine which technical materials are required and to inform the agency thereof. The agency shall make available to the Contractor any and all such technical materials already at its disposal and all Offerors may examine it an any reasonable time before RFP opening upon making arrangements with the agency. Such examination by Offerors shall take place at the job site only. It is the Offeror’s sole responsibility to determine the accuracy and completeness of any and all such technical materials made available for such examination by the agency since the agency does not warrant and accepts no responsibility for the accuracy and completeness of any and all such technical materials or their lack thereof. The Contractor shall be required to advise the agency of the need for any such materials and the Contractor shall be required to procure any such needed materials which are not otherwise available at its sole cost and expense. At the expiration of the contract, covering each and all related equipment covered by such contract, all such technical materials shall faithfully represent the then current “as modified” condition of all UC’s equipment which is covered by such contractor. Any and all drawings and wiring diagrams furnished to the Contractor by UC or a non- UC agency or drawings and wiring diagrams prepared by the Contractor for work under the Contract shall be considered the property of UC and shall be accessible to the Agency Representative at all times, and be turned over to them when requested. The user agency reserves the right to withhold payment if these drawings and wiring diagrams are not released to them upon demand. Q. Items of Preventative Maintenance Work The preventative maintenance specified herein is considered the minimum, but can be modified in writing by each UC Campus Location or Participating Entity, for all equipment. If specific equipment covered by this Contract requires additional 19 preventative maintenance for safe, reliable operation, as specified by the manufacturer, the Contractor shall perform the required additional preventative maintenance without added cost to UC or participating agency. Weekly • Perform general inspection of machinery, sheaves, worm an gear motor, brake, selector of floor controllers (when used). Lubricate as required. • Empty drip pans, discard oil in an approved manner and check reservoir oil level. • Observe brake operation and adjust or repair if required. • Inspect and lubricate machinery, contacts, linkage and gearing. • Clean and inspect brushes and commutator, perform needed repairs. • Clean and inspect controllers, selectors, relays, connectors, contacts, etc. • Ride car and observe operation of doors, leveling, re-opening devices, push buttons, lights, etc. • If rails are lubricated, check conditions and lubrication Service lubricators. • Replace all burned out lamps in elevator, escalator, chairlift and platform lift cars, machine room, pit, hall lanterns, etc. • Remove litter, dust, oil, etc. from all machine room equipment. • Clean trash from pit and empty drip pans. • Check condition of car switchhandle, replace emergency release glass if required. • Check governor and tape tension sheave lubrication. Replacements for burned out lamps in all lanterns, push buttons, car and corridor position indicators, director stations, “this car up” signs and other signal fixtures shall be supplied and installed by the Contractor. Replacement for burned out lamps in elevator cars, machine rooms and pits shall be supplied by the facility and installed by the Contractor. Monthly • Observe operation of elevator, escalator, chairlift and platform lift throughout its full range of all floors it serves to test controls, safety devices, leveling, relieving and other devices. • Check door operation, clean, lubricate and adjust brakes, checks linkages, gears, wiring motors, check keys, set screw, contacts, chains, cams and door closer. • Check selector. Clean, adjust and lubricate brushes, dashpots, traveling cables, chain, pawl magnets, wiring, contracts, relays, tape drive and broken tape switch. • Check car. Clean, adjust and lubricate car door and gate tracks, pivots, hangers, car grill, side and top exits. 20 • Inspect interior of cab. Test telephone or intercommunication system, normal and emergency lights, fan, emergency call system or alarm, car station. Make needed repairs. • Visually inspect controller, contacts and relays. Check adjustment and replace contacts as required. • Observe operation of signal dispatching system. Inspect compensating hitches, buffers, rope clamps, slack cable switch, couplings, keyways and pulleys. Check load weighting device and dispatching time settings. Clean, adjust and lubricate as necessary. • Check oil level in car and counterweight oil buffers and add oil as required. • Check brushes and commentators. Inspect commentators for finish, grooving, eccentricity and mica level. If required, clean, turn or refinish commutator to provide proper commutation. Inspect brushes for tension seating and wear, replace or adjust as required. • Check and adjust: 1. Car ventilation system. 2. Car position indicators. 3. Direction stations. 4. Hall and car buttons. 5. Hall lanterns. 6. This car up signs. • For escalators, regularly and systematically examine, adjust, lubricate, clean internal truss structures (as required), maintain all accessory equipment, and if conditions warrant, repair or repelace the following escalator components: escalator power unit, controller parts, electrical switches, wiring, bearing, governors and brakes, step and chain wheels, chains and sprockets, steps and step treads, comb plates, safety device handrails. • For chairlifts and platform lifts, peform regular inspections to address the following: ride access by passengers, maintenance and operational staff, safety during the ride, fundamental mechanical and electrical safety, fire safety and noise. • For chairlifts and platform lifts, perform the following inspection activities: commissioning inspection including load test runs, formal pre-season inspection, daily and perioding maintenance inpsections, annual inspection, periodic major inspection of critical components, designer and manufacturer stipulated inspections, and ancillary equipment inspections. For chairlifts and platform lifts, inspect the platform and control panel, lock bolts for tightness, the foot switch for proper operation, switches which should be in neutral, signs and labels and instructions for legibibility, safety latches, toe boards, railings and guards to ensure they are in good condition and working properly. 21 Quarterly • Check leveling operation. Clean and adjust leveling switches, hoist way vanes, magnets, and inductors. Repair and/or adjust for proper leveling. • Check hoistway doors. Clean, lubricate car door or gate tracks, hangers and up thrust eccentrics, linkages jibs and interlocks. • Clean, adjust and lubricate car door or gate tracks, pivots, hangers. • On hoistway doors, clean, lubricate and adjust tracks, hangers and eccentrics, linkages jibs and interlocks. • Inspect all fastening and ropes for wear and lubrication. Clean both governors and hoist ropes and lubricate hoist ropes and lubricate hoist ropes if needed. Inspect all rope hitches and shackles and equalize rope tension. • Inspect hoist reduction gear brake and brake drum, drive sheave and motor, and any bearing wear. • In the car, test alarm bell system. Clean light fixtures, inspect, clean and adjust retiring cam devices, chain, dashpots, commentators, brushes, cam pivots, fastenings. Test emergency switch (ground case, if necessary). Inspect safety parts, pivots, setscrew, switches, etc. Check adjustments of car and counterweight jibs, shoe or roller guides, lubricate and adjust if necessary. • In the pit, lubricate compensating sheave and inspect hitches. Inspect governor and tape tension sheave fastenings. Empty clean oil drip pans. • Clean all parts of safeties and lubricate moving parts to assure their proper operation. Check and adjust clearance between safety jaws and guide rails. Visually inspect all safety parts. • Clean and examine governor rope, replacing, if needed. (Do not lubricate governor rope). Semi-Annually • Check controller. Clean with blower, check alignment of switches, relays, timers, contracts, hinge pins, etc. adjust and lubricate. Check all resistance tubes and grids. Check oil in overload relays, settings and operation of overloads. Clean and inspect fuses and holders and all controller connections. • In hoist way examine guide rails, cams, sheaves, sills, bottom of platform, car tops, counterweights and hoistway walls. • Inspect sheaves to ensure they are tight on shafts. Sound spokes and rim with hammer for cracks. • Examine all hoist ropes for wear, lubrication, length and tension. Replace, lubricate and adjust as required to meet code requirements. • On tape drives, check hitches and broken tape switch. • Check car stile channels for bends or cracks; also car frame, cams, supports and car steadying plates. • Lubricate moving parts or vertical rising or collapsible car gates. Check pivot points, sheaves, guides and track wear. • Lubricate guide shoe stems. 22 • Check governor and tape tension sheave fastenings. • For bi-parting doors, clean chains, tracks and sheaves, lubricate as required. Check door contacts. • Check fastening and operation of door checks, interlocks clean and lubricate pivot points as required. Annually • Thoroughly clean car and counterweight guide rails using nonflammable or high flash point solvent to remove lint dust and excess lubricant. Vacuum down elevator shaft way. • Remove, clean lubricate brake cores on brakes, clean linings, if necessary and inspect for wear. Correct excess wear and adjust. • Drain, flush and refill reservoirs or each hoisting motor and motor generator. • Check and reset, if necessary, all brushes for neutral settings, proper quartering and spacing on commentators. • Group supervisors controls systems installed shall be checked out. The systems, dispatching scheduling and emergency servicing shall be tested and adjusted in accordance with manufacturer’s literature. The Contractor shall provide to the satisfaction of the Agency Representative that the system functions properly. All work shall be performed during other than normal working hours with no inconvenience to building occupants. A full report covering adjustment time intervals, dispatch times on various programs, door standing time and door opening and closing speeds shall be furnished to the agency. R. Scope of Services To obtain qualified contractor(s) to perform elevator, escalator, chairlift and platform lift maintenance for UC facilities and participating agencies. The services will be primarily for, but not necessarily limited to, UC campus locations and any participating entities. Upon approval of the awarded elevator, escalator, chairlift and platform lift maintenance contract(s); other additional UC agencies may utilize services. References to University of California “UC” and its participating agencies as users under this proposal and specification and ensuing contract(s) encompasses and includes other users such as these entities. The intent of this solicitation is to request proposals from contractors, qualify them and select those firm(s) with which to contract based on the evaluation criteria listed in this RFP. A maximum hourly rate and per unit rate(s) for each type of vertical transportation equipment will be established for the performance of the elevator, escalator, chairlift and platform lift in various facilities within UC. A list of all elevator equipment is attached on Attachment A – Elevator Equipment List. The scope of this solicitation and resulting contract is to assist UC in establishing the maintenance needs of the equipment specified and assist in planning and scheduling maintenance work necessary to maintain fully operational systems. Also included is the corrective maintenance work of clean up and adjustments that are required on the equipment. Emergency repair rates must be included in this proposal. Additionally, material and equipment must be identified with the percent markup on materials to be charged to 23 UC for such repairs. If emergency repairs or significant repairs are needed, UC alone has the option to accomplish such repairs under this contract. This work will either be performed on a time and materials or not-to-exceed bases at the proposal rates indicated herein. S. Background In the UC system we over 2100+ conveyances, increasing annually, with over 20 elevator service contracts. Each UC Campus has been responsible for its own elevator, escalator, chairlift and platform lift maintenance. Many UC locations either perform the day-to-day maintenance of their elevator, escalator, chairlift and platform lift systems or are utilizing local contracts for this often-complex maintenance process (along with repairs, if necessary). This contract shall serve the purpose of pre- qualifying contractors and also providing a preferred UC system-wide and national solution. T. Inquiries All inquiries concerning information herein shall be addressed in the CalUsource system. All inquiries will be posted and answered within the system for viewing purposes. • CalUsource Public RFP Site: https://smart.gep.com/publicRFx/ucal?oloc=215#/ • CalUsource Online Supplier Resources: http://calusource.net/for-suppliers/ Proposals shall be approved by an owner, partner or corporate official who has been authorized to make such commitments. All prices shall be held firm for a period of one hundred fifty (150) days after the RFP closing date. U. Contractor Web Conference (NON-MANDATORY) Contractor Web Conference will be held to provide an opportunity for an overview of UC solicitation and requirements. In addition, we will be discussing the CalUsource platform being used for solicitation and functionality. Participation is NON-MANDATORY via Zoom WEB Conference Call Date: May 03, 2019 Time: 2:00PM PST Web Conference Meeting Link: https://UCOP.zoom.us/j/887466257 Dial In option US: +1 669 900 6833 Meeting ID: 887 466 257 Link and number are available during time of Contractor Conference. If an Offeror is unable to attend the pre-proposal conference, recording of presentation will be attached to CalUsource system upon completion. Using link provided above allows the ability to listen and view presentation document. Dial In option is only audio. V. Campus Walkthrough Schedule (NON-MANDATORY) Selected locations of the University of California have provided an opportunity for Vendors to conduct a walkthrough of conveyances on site. All details can be found on Attachment C – Campus Walkthrough Schedule. • Contractor Representatives: 24 o At Maximum two (2) representatives per company to participate in walkthrough. • Travel: o Contractor will be responsible for any travel charges to attend UC campus walkthrough. • Parking Pass: o Sole responsibility of Contractor to obtain a parking pass at campus participating in the walkthrough. o Please make sure to arrive early to purchase parking pass and also find parking. • Conveyance Selection: o A pre-selection of conveyances for walkthrough will be selected by each UC location. o Depending on time available, interest of group, and proximity, other conveyances may be requested to view as referenced in Attachment A – Elevator Equipment List. • Recommendations: o Wear comfortable walking shoes. o Contractors shall not reach out to locations in which are not listed on Attachment C – Campus Walkthrough Schedule. W. Minimum (general) criteria to be determined “Responsive” • Does the proposal submitted conform in all material respects to the solicitation? • Specific examples include but not limited to: Was sufficient documentation provided with the proposal to demonstrate that Good Faith Efforts were made? Where questioned answered thorough? X. Minimum (general) criteria to be determined “Responsible” • Does the Offeror demonstrate an understanding of UC’s needs and proposed approach to the project? • Does the Offeror possess the ability, capacity, skill, and financial resources to provide the service? • Can the respondent take upon itself the responsibilities set forth in the RFP (and resultant contract) and produce the required outcomes timely? • Does the Offeror have the character, integrity, reputation, judgment, experience, and efficiency required by the contract? • Has the Offeror performed satisfactorily in previous contracts of similar size and scope; or, if the prime contractor has not performed a contract of similar size and scope, has it (and/or its team members) otherwise demonstrated its capability to perform the contract UC seeks to establish through this RFP? • Does the Offeror propose to perform the work at a fair and reasonable cost? Y. Projected Timetable The following projected timetable should be used as a working guide for planning purposes. UC reserves the right to adjust this timetable as required during the course of the RFP process. Event Date 25 RFP Issued 04/24/2019 Vendor Campus Walkthrough Week 1 (Northern California) 04/29/2019 Vendor Campus Walkthrough Week 2 (Southern California) 05/06/2019 Deadline for submittal of questions 05/27/2019 Contractor Web Conference 05/03/2019 Proposals Due 06/03/2019 Evaluation of Criteria Begins ASAP Complete Evaluation of Proposals (Short List) ASAP Complete Contract Negotiations/Execute Contract ASAP Z. Employee Background Check A background check is required for all employees providing any services to University of California. Any occurrence found during background check is to be provided to UC or participating agency for review prior to work commencement. AA. Functional Requirements Examination Of Existing Building And Contract Documents 1. Each Contractor is under an affirmative duty to inform itself by personal examination of the specifications and location of the proposed work (at the time of the project definition) and by such other means as it may select, of the character, quality, and extent of the work to be performed and the conditions under which the contract is to be executed. 2. Each Contractor shall examine specifications and all other data or instruction pertaining to the work. No plea of ignorance or conditions that may be encountered or of any other matter concerning the work to be performed in the execution of the work will be accepted by UC as an excuse for any failure or omission on the part of the Contactor to fulfill every detail of all requirements of the documents governing the work. Contractor, if awarded the contract, will not be allowed any extra compensation by reason of any matter or thing concerning which such the Contractor having fully informed itself prior to responding to the RFP. 3. Any amendment issued during the time of the RFP shall be included in respomse and in closing a contract, will become a part thereof. 4. Any verbal information obtained from or statements made by a UC representive at the time of the site visit(s) or transmission of un-official documents shall not be construed as in any way amending Contract Documents. Only such corrections or addenda as are issued electronically to all contractors shall become part of the contract. UC will not be responsible for verbal instructions. BB. Elevator List of Equipment The equipment will be listed which will consist of the major components and parts of equipment to be serviced at the facility. The Contractor shall be responsible for any other components not specifically listed that are supplemental to and a part of the operation of the overall system for the facility. Prospective Contractors must personally verify all quantities of equipment listed at the time of RFP. Please refer to Attachment A – Elevator Equipment List for full details of conveyences in the UC system. 26 Specific UC Campus locations have provided dates and times for a campus walkthrough. CC. GENERAL REQUIREMENTS a. The intent of these specifications, unless otherwise noted is to cover elevator, escalator, chairlift and platform lift maintenance service complete in every respect. Details of service not explicitly stated in these specifications but necessarily attendant thereto, is deemed understood by the Offeror and included herein. The Contractor shall furnish all material and equipment usually furnished with such services, in accordance with the industry standard. b. It is mutually agreed and acknowledged that the Contractor has included costs to remedy all deficient items in his proposal and he will be responsible for the satisfactory functioning of the equipment without extra compensation. The Contractor may include in their reponse a detailed explanation of work intended to be performed under this clause. c. UC or Participating entity will have the ability to conduct an audit, at maximum, once (1) per year. 1. If any occurances found, Contractor is solely responsible to make UC or Participating Entity whole and also pay for Audit fees, and any other fees associated to final check for corrections made. 2. If no occurances found, the UC or Participating entity will be responsible for Audit fees. d. All material and equipment furnished shall be new and in excellent working condition. e. Hard copy field, service or monthly reports will not be accepted by UC. The term “electronic” stated herein shall be defined as a USB, web-based program or hosting or e-mail. It is strongly advised that the Contractor establish an electronic/web-based maintenance record file and reporting system for all contracted facilities. An example of a viable electronic report system is the following: In lieu of “hard copy” field/service tickets, establish local monitoring units installed near the equipment to be maintained. Each local unit includes identification credential verification of the technician responsible for maintaining the associated equipment; time stamping of the start and end of each operation performed by the technician; data input of the description of the work performed during the technician’s operation, and storage. In lieu of “hard copy” monthly reports, establish an electronic maintenance report file, which allows data input of the description of each operation performed on the associated equipment in relation with the identification information of the technician that performed the operation and the time stamp information of the start and end of the operation. The data should be accessible by UC via the Contractor’s designated host website. 27 An electronic notification of reports being available to the user agency, should be furnished within ten (10) working days after each month’s service. In addition to the data state above, the electronic reports will include a precise description of services provided, number of staff involved and number of contract hours spent. This report must be furnished or posted on the Contractor’s host webpage on or before the invoice for payment is submitted to the User Agency. Payment will not be approved without the reports. f. Electronic field/service tickets must include the following: time/date stamp; identification of technician providing service; equipment/unit receiving service; description of service performed; repair, resolve or recommendation. This electronic field/service ticket must be made available to the User Agency within twenty-four (24) hours of the service being performed. Failure to provide this electronic field/service ticket, whether intentional or not, shall be understood to mean that service was not performed. g. Monthly service tickets are to be included in the electronic report h. The Contractor shall be completely responsible for their work, including any damages or breakdowns caused by their failure to take appropriate action. i. The Contractor agrees that the resulting contract may not be assigned, transferred, conveyed, or the work subcontracted. j. No drug use of any type, or alcoholic beverages by the Contractor or its personnel shall be permitted on the premises. k. Food, beverages and snacks will not be permitted on the premises. All field personnel will be expected to maintain equipment rooms, machine rooms and elevator shafts and hoistways free of trash and debris. l. Contractor’s technicians/mechanics must undergo a background check. Contractor is to provide details of the background check conducted. m. INSPECTION – The quality of service shall be subject to inspection by UC at any time. Should it be found that the quality of services being performed is not satisfactory, and the requirements of the specifications are not being met, General Services acting on behalf of the user agency or on its own behalf, may terminate the contract, and employ another Contractor to fulfill the requirements of the contract. The existing Contractor shall be liable to UC for costs incurred on account thereof. n. STOP WORK ORDER – General Services reserves the right to stop the work covered by this proposal and the contract at any time, if it is deemed the successful Contractor is unable or incapable of performing the work to the satisfaction of General Services or the user agency. In the event of such cease to work, General Services shall have the right to arrange for the completion of the work in such manner as it may deem advisable and if the cost thereof exceeds the amount of the proposal, the successful Contractor shall be liable to UC for any such cost on account thereof. 28 o. The user Agency Representative reserves the right to reject and bar from the facility any employee hired by the Contractor. LABOR AND MATERIAL – Hourly rates should be considered from the time the mechanic/technician leaves his place of business until the time he returns. DD. Contractor Personnel Requirements 1. Experience Requirements i. Each Offeror shall have been actively and normally engaged, for at least the past ten (10) years in the maintenance, service, repair and replacement of materials and equipment in elevator, escalator, chairlift and platform lifts of a similar manufacturer and control system as those covered by this contract. ii. The following experience is required for group supervisory control systems as included in this RFP. 1. The Offeror shall have at least ten (10) years’ experience with group supervisory control systems noted under each category; and must provide with its proposal a detailed statement of such experience. This should include the company of building(s) serviced, representative responsible for supervising the contract for such company or building. 2. The Offeror shall have total responsibility for not less than ten (10) elevator, escalator, chairlift and platform lifts of the type proposed on, and has been maintaining them for a period of not less than five (5) years. Each Offeror shall list specific reference contract, showing company or agency, company representative in which such elevator, escalator, chairlift and platform lifts are being maintained. 3. The Offeror shall show that he has available, under his direct employment and supervision, the necessary organization to properly fulfill all the services and conditions required under this RFP. Subcontractors and/or vendors of the awarded will not be permitted. iii. Demonstrate that company personnel have maintained an organization, in continuous operation for at least the past ten (10) years that is capable of performing the work hereinafter described. This should include the following: 1. That the Offeror shall use only skilled, competent, trained elevator, escalator, chairlift and platform lift personnel having a minimum experience of five (5) years in maintaining elevator, escalator, chairlift and platform lift systems similar to those in this RFP. 29 2. Each Offeror shall list the names of the employees that, if awarded, will be responsible for this contract, their function in the company, their title and number of years of service with the Offeror’s firm. Offeror must also assign the following dedicated staff: Project Manager, Field Supervisor, Account Representative, Office Administrator. 2. Contractor Responsibilities - Service Facility Requirements i. The present address of the main operating facilities of the organization, location of the engineering department, and, if any, the location of the research development department. ii. Location of the facility and/or facilities that will serve this contract. iii. Each Offeror shall have a local facility to service UC. Include a listing of offices with address that will service each UC campus. Also, location of main offices nationally. iv. The Offerors’ service facility shall be equipped with spare parts as herein after specified under “Spare Parts”. All service vehicles/trucks must be equipped with an inventory of commonly used spare parts. v. List sources of major replacement parts such as worms and gears, commutator bars, field coils and gearless machines. Indicate which of the above listed parts are readily available at your own facilities. Prospective Contractors are advised that UC’s intent in having these requirements is to ensure that only qualified and reliable Contractors perform the work for the contract. UC recognizes that there may be equally qualified and reliable Contractors who do not meet all of the above requirements specifically as stated, above but may in fact meet the objectives and criteria intended in some other manner. However, the Contractor shall have the burden of demonstrating to UC’s satisfaction that it can in fact perform the work. This shall be in the form of written statements as to the Contractor’s experience, references, listing of contracts performed, financial statements, manpower and ability to respond to UC to evaluate the Contractor’s ability. All statements made must be able to be independently verifiable by UC. Purchasing reserves the right to request any additional information pertaining to the Prospective Offeror’s ability, qualifications and procedures used to accomplish all work under this contract as it deems necessary to ensure safe and satisfactory work. Note: Any Prospective Offeror failing to submit in whole or in part the above statement attesting to its qualifications, may result in a rejection of the proposal of that Prospective Offeror. EE. Contractor Personnel Requirements 1. UC Departmental Responsibilities i. The agency shall assign a qualified professional to permit access to mechanical rooms, elevator, escalator, chairlift and platform lift equipment rooms (where applicable) and elevator shafts. This qualified professional shall also serve as the direct contact for those items as specified herein. 2. UC’s Right to Inspect i. UC shall have the right to inspect any facility or project site where the services performed under the resultant contract are performed. 3. Terms and Conditions of Contract 30 i. A contract resulting from this RFP shall be subject to the terms and conditions set forth in the attached Contract. 4. Instructions for Proposal i. Compliance with the RFP 1. Proposals must be in strict compliance with this Request for Proposals. Failure to comply with all provisions of the RFP may result in disqualification. ii. Acknowledgment of Insurance Requirements 1. By signing its proposal, Offeror acknowledges that it has read and understands the insurance requirements for the proposal. Offeror also understands that the evidence of required insurance must be submitted within fifteen (15) working days following notification of its offer being accepted; otherwise, UC may rescind its acceptance of the Offeror’s proposal. The insurance requirements are attached. iii. Delivery of Proposals 1. All proposals and documents are to be submitted using the CalUsource sourcing tool. iv. Ambiguity, Conflict, or Other Errors in the RFP 1. If a Proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the Request for Proposal, it shall immediately notify the UC Procurement Services such error in writing and request modification or clarification of the document. The Department of Purchasing will make modifications by issuing a written revision (addendum) and will give written notice to all parties who have received this RFP from the UC Procurement Services. 2. The Proposer is responsible for clarifying any ambiguity, conflict, discrepancy, omission, or other error in the Request for Proposals prior to submitting the proposal or it shall be waived. v. Proposals and Presentation Costs 1. UC will not be liable in any way for any costs incurred by any Offeror in the preparation of its proposal in response to this RFP, nor for the presentation of its proposal and/or participation in any discussions or negotiations. vi. Rejection of Proposals 1. The Purchasing Agent reserves the right to accept or reject in whole or in part, any or all proposals submitted. The Purchasing Agent shall reject the proposal of any Offeror that is determined to be non-responsive. The unreasonable failure of an Offeror to promptly supply information in connection with respect to responsibility may be grounds for a determination of non- responsibility. vii. Acceptance of Proposals 1. The Purchasing Agent shall accept all proposals that are submitted properly. However, the Purchasing Agent, or designee, reserves the right to request clarifications or corrections to proposals. viii. Requests for Clarification of Proposals 31 1.Requests by the Evaluation Committee for clarification of proposals shall be distributed by the Procurement Staff in writing (or email). ix.Validity of Proposals 1.All proposals shall be valid for a period of ninety (90) days from the opening date of the Request for Proposal. x.Evaluation of Proposal 1.An Evaluation Committee shall be appointed, chaired by UC to evaluate each Proposal. At UC option, Supplier may be invited to make presentations to the Evaluation Committee. Best and Final Offers and/or Negotiations may be conducted, as needed, with the highest rated Respondent(s). UC reserves the right to make additional investigations as it deems necessary to establish the competence and financial stability of any offeror submitting a proposal. Proposals will be evaluated on the following criteria which are listed below: Evaluation Category (Points Available / Percentage Weight) Total points available is 20,000. a.Company Profile (2909 / 15%) b.Module 1/2/3 (5818 / 29%) c.National Program (1000 / 5%) d.Sustainability (2818 / 14%) e.Value Add (2455 / 12%) f.Cost (5000 / 25%) 2.Supplier can achieve more points than the minimum criteria by proposing additional services and/or differentiating themselves from other submittals. The Team will determine the Total Score for each category in a Bidder’s Final Bid by aggregating categories in the table above, Scores will be rounded to the two (2) decimal place. NOTE : SUPPLIERS ARE REQUIRED TO USE ATTACHED DOCUMENTS IN CALUSOURCE TO SUBMIT THEIR PRICING/DISCOUNT PROPOSAL. Incorporated Document - Supplier's Response The Supplier's responses thereto submitted on or about June 17, 2019 ("RFP response") is available upon request Attachment B - Pricing Schedule Available upon request RIDER University of California The parties hereby agree to be bound to the University of California Terms and Conditions of Purchase (“Terms and Conditions of Purchase”) between KONE Inc. ("Contractor") and the Regents of the University of California ("Owner") together with the terms contained in this Rider. However, in the event of conflict between terms contained in the Terms and Condition of Purchase and this Rider, the terms in this Rider shall supersede and prevail. 1.In no event shall either party be liable to the other party for any consequential, special, punitive, exemplary, incidental, or indirect damages (including, but not limited to, loss of profits or revenue, loss of goodwill, loss of use, increase in financing costs) (collectively, "Consequential Damages") that arise out of or relate to the goods and/or Services provided by Contractor. 2.Notwithstanding any provisions contained in the Terms and Conditions of Purchase to the contrary, Contractor's indemnification and defense obligations shall apply only to the extent caused by the negligence of Contractor (or its subordinates) and not to the extent caused by others. 3.In lieu of additional insured. Contractor will provide an Owner's and Contractor's Protective Liability (OCPL) policy, which lists Owner as a named Insured. This policy will remain in effect for the duration of the Agreement and the limit will be $2,000,000. 4.Contractor's work shall not include any abatement or disturbance of asbestos containing material (ACM), presumed asbestos containing materials (PACM) or other hazardous materials (i.e. lead, PCBs) (collectively "HazMat"). Contractor shall have the tight to discontinue its work in any location where suspected HazMat is encountered or disturbed. Any HazMat removal or abatement, or delays caused by such, required in order for Contractor to perform its work shall be the Owner's sole responsibility and expense. 5.Owner will provide a safe workplace for Contractor personnel and safe access to the equipment, property and machine room areas and keep all machine rooms and pit areas free from water, stored materials and debris; remove and dispose of any hazardous materials, water or waste according to applicable laws and regulations; post any and all instructions and warnings related to the use of the equipment. Owner will be responsible for proper use, for supervising the use of the equipment, and for taking such steps including but not limited to providing attendant personnel, warning signs and other controls necessary to ensure the safety of the user or safe operation of the equipment. DocuSign Envelope ID: C3C88BE5-EF4D-41D1-8C3A-BCAA4449B2CA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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 rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 4/18/2025 Aon Risk Services Central, Inc. Chicago IL Office 200 East Randolph Chicago, IL 60601 866-283-7122 800-363-0105 Old Republic Insurance Company 24147 Pohjola Insurance Ltd.N/A AXIS Surplus Insurance Company 26620 A 10,000,000MWZY 57732 1/1/2025 1/1/2026 10,000,000 3 3 10,000,000 10,000,000 10,000,0003 A MWTB 20018 1/1/2025 1/1/2026 5,000,000 3 B 16-683-331-6 1/1/2025 1/1/2026 5,000,0003 5,000,0003 A MWC 115397-17 (AOS)1/1/2025 1/1/2026 3 A MWXS 822-17 (OH)1/1/2025 1/1/2026 5,000,000N 5,000,000 5,000,000 C Excess Auto & Employer's Liability P-001-001065181-03 1/1/2025 1/1/2026 $5M Ea. Occurrence / $5M Aggregate Aon Risk Services Central, Inc. Aon Client Services Acs.chicago@aon.com KONE Inc. Attn: insurancerequests@kone.com One KONE Court Moline IL 61265 84892190 3 3 33 3 3 3 As respects Excess Liability, if evidenced above, Aon Risk Solutions U.S. is generating & distributing this COI in an administrative capacity. Coverage is Primary and Non-Contributory to any other insurance held by Additional Insureds. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Contract No. ECMS# 1244797 - Project/Location: Various locations within the City of Cupertino 30-day Notice of Cancellation provided according to contract terms. A Waiver of Subrogation is granted to the extent required by contract. 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 1 of 14 This certificate cancels and supersedes ALL previously issued certificates. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: The City of Cupertino, its City Council, Officers, Officials, employees' agents, servants, volunteers, and other parties as required by contract are listed as Additional Insured to the extent of the terms of the contract. Excess policy provides coverage over the GL, Auto and Employers' Liability policies. 000-U.S. Aon Risk Services Central, Inc.KONE Inc. Attn: insurancerequests@kone.com One KONE Court Moline IL 61265 25 Certificate of Liability Insurance (03/16) ADDENDUM HOLDER: ADDRESS: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 2 of 14 This certificate cancels and supersedes ALL previously issued certificates. Page 1 of 1 MSC# 17510, Aon PO Box 1447 Lincolnshire, IL 60069 January 1, 2025 Re: KONE Inc. – Financial Ratings & NAIC Numbers To Whom It May Concern: FINANCIAL STRENGTH (AM Best, S&P, Moody’s): Pohjola Insurance Ltd & IF are domiciled in Finland and AIG Europe Ltd. is domiciled in Europe. These three carries do not have an A.M. Best Ratings. These companies do have ratings from S&P and Moody’s. More information about the credit ratings can be found using the following links: -Pohjola Insurance Ltd - Credit ratings | OP. -Financial information | If (if-insurance.com) . -AIG EU | Financial Ratings . Please accept this documentation as sufficient support to evaluate Pohjola’s, IF’s, & AIG Europe’s financial solvency. The final excess carrier on KONE's excess casualty program is Allianz Global Corporate & Specialty SE which is rated by AM Best. Details on this rating can be found here: -https://ratings.ambest.com/CompanyProfile.aspx?AltSrc=108&Bl=0&GSA=1&AMBNum =87997 NAIC Numbers (National Association of Insurance Commissioners): All of the carriers on KONE’s excess casualty program & also included below do not have NAIC Numbers as these companies are not domiciled in the United States, and therefore not regulated by the US government. o Pohjola Insurance Ltd. o IF Insurance o AIG Europe o Allianz Global Corporate & Specialty SE Regards, Libby Gaydos Account Executive 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 3 of 14 This certificate cancels and supersedes ALL previously issued certificates. PCA 001 10 13 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Name of Person(s) or Organization(s): With respect to COVERED AUTOS LIABILITY COVERAGE,Who Is An Insured is changed with the addition of the following: Each person or organization shown in the Schedule for whom you are doing work is an “insured". But only for "bodily injury" or "property damage" that results from the ownership, maintenance or use of a covered "auto" by: 1.You; 2.an "employee" of yours; or 3.anyone who drives a covered "auto" with your permission or with the permission of one of your "employees". However, the insurance afforded to the person or organization shown in the Schedule shall not exceed the scope of coverage and/or limits of this policy. Not withstanding the foregoing sentence, in no event shall the insurance provided by this policy exceed the scope of coverage and/or limits required by the contract or agreement. KONE Holdings, Inc. __ MWTB 20018 01/01/2025 01/01/2026 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 4 of 14 This certificate cancels and supersedes ALL previously issued certificates. PCA 048 09 19 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AND PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Designated Person(s) or Organization(s): A. SECTION II – COVERED AUTOS LIABILITY COVERAGE, paragraph 1. Who Is An Insured is amended to include the person(s) or organization(s) shown in the above Schedule as an additional “insured”, but only with respect to "accidents" arising out of your work while being performed for such person(s) or organization(s). B.The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance – Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This policy's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to the “insured” person(s) or organization(s) shown in the above Schedule provided that: 1.Such “insured” is a Named Insured under such other insurance; and 2.You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". All Persons or Organizations where Required by Written Contract. KONE Holdings, Inc. __ MWTB 20018 01/01/2025 01/01/2026 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 5 of 14 This certificate cancels and supersedes ALL previously issued certificates. COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 04 44 10 13 -RWYVERGI7IVZMGIW3JJMGI-RG Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK %983()%0)67'3:)6%+)*361 &97-2)77%983'3:)6%+)*361 13836'%66-)6'3:)6%+)*361 ;MXL VIWTIGX XS GSZIVEKI TVSZMHIH F] XLMW IRHSVWIQIRX XLI TVSZMWMSRW SJ XLI 'SZIVEKI *SVQ ETTP] YRPIWW QSHMJMIHF]XLIIRHSVWIQIRX 8LMWIRHSVWIQIRXGLERKIWXLITSPMG]IJJIGXMZISRXLIMRGITXMSRHEXISJXLITSPMG]YRPIWWERSXLIVHEXIMWMRHMGEXIH FIPS[ Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): -RJSVQEXMSRVIUYMVIHXSGSQTPIXIXLMW7GLIHYPIMJRSXWLS[REFSZI[MPPFIWLS[RMRXLI(IGPEVEXMSRW 8LI Transfer Of Rights Of Recovery Against Others To Us GSRHMXMSR HSIW RSX ETTP] XS XLI TIVWSRW SVSVKERM^EXMSRW WLS[RMRXLI7GLIHYPI FYXSRP]XSXLII\XIRXXLEXWYFVSKEXMSRMW[EMZIHTVMSV XSXLIEGGMHIRXSVXLIPSWWYRHIVEGSRXVEGX[MXL XLEXTIVWSRSVSVKERM^EXMSR All Persons or Organizations as Required by Contract or Agreement. KONE Holdings, Inc. __ KONE Holdings, Inc. MWTB 20018 01/01/2025 01/01/2025 01/01/2026 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 6 of 14 This certificate cancels and supersedes ALL previously issued certificates. COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 04 13 -RWYVERGI7IVZMGIW3JJMGI-RG Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK '311)6'-%0+)2)6%00-%&-0-8='3:)6%+)4%68 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations -RJSVQEXMSRVIUYMVIHXSGSQTPIXIXLMW7GLIHYPIMJRSXWLS[REFSZI[MPPFIWLS[RMRXLI(IGPEVEXMSRW 8LI PSGEXMSRW EW WTIGMJMIH MR XLI [VMXXIR GSRXVEGXW SV EKVIIQIRX%W 6IUYMVIH F] ;VMXXIR 'SRXVEGX YRPIWW WTIGMJMGEPP] IRHSVWIH SR ERSXLIV IRHSVWIQIRX EXXEGLIH XS XLMW 4SPMG] KONE Holdings, Inc. __ MWZY 57732 01/01/2025 01/01/2026 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 7 of 14 This certificate cancels and supersedes ALL previously issued certificates. Page 2 of 2 -RWYVERGI7IVZMGIW3JJMGI-RG CG 20 10 04 13 A. Section II – Who Is An Insured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ection III – Limits Of Insurance: -J GSZIVEKI TVSZMHIH XS XLI EHHMXMSREP MRWYVIH MW VIUYMVIHF]EGSRXVEGXSVEKVIIQIRXXLIQSWX[I [MPPTE]SRFILEPJSJXLIEHHMXMSREPMRWYVIHMWXLI EQSYRXSJMRWYVERGI 1.6IUYMVIHF]XLIGSRXVEGXSVEKVIIQIRXSV 2.%ZEMPEFPI YRHIV XLI ETTPMGEFPI 0MQMXW SJ -RWYVERGIWLS[RMRXLI(IGPEVEXMSRW [LMGLIZIVMWPIWW 8LMW IRHSVWIQIRX WLEPP RSX MRGVIEWI XLI ETTPMGEFPI 0MQMXW SJ -RWYVERGI WLS[R MR XLI (IGPEVEXMSRW MWZY 57732 01/01/2025 01/01/2026 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 8 of 14 This certificate cancels and supersedes ALL previously issued certificates. COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 24 04 12 19 -RWYVERGI7IVZMGIW3JJMGI-RG Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK '311)6'-%0+)2)6%00-%&-0-8='3:)6%+)4%68 )0)'8632-'(%8%0-%&-0-8='3:)6%+)4%68 0-59360-%&-0-8='3:)6%+)4%68 430098-320-%&-0-8='3:)6%+)4%68()7-+2%8)(7-8)7 430098-320-%&-0-8=0-1-8)('3:)6%+)4%68()7-+2%8)(7-8)7 463(9'87'3140)8)(34)6%8-3270-%&-0-8='3:)6%+)4%68 6%-063%(4638)'8-:)0-%&-0-8='3:)6%+)4%68 92()6+6392(7836%+)8%2/430-'= ()7-+2%8)(8%2/7 SCHEDULE Name Of Person(s) Or Organization(s): -RJSVQEXMSRVIUYMVIHXSGSQTPIXIXLMW7GLIHYPIMJRSXWLS[REFSZI[MPPFIWLS[RMRXLI(IGPEVEXMSRW 8LIJSPPS[MRKMWEHHIHXS4EVEKVETL8. Transfer Of Rights Of Recovery Against Others To Us SJ Section IV – Conditions: ;I[EMZIER]VMKLXSJVIGSZIV]EKEMRWXXLITIVWSRW SV SVKERM^EXMSRW WLS[R MR XLI 7GLIHYPI EFSZI FIGEYWISJTE]QIRXW[IQEOIYRHIVXLMW'SZIVEKI 4EVX7YGL[EMZIVF]YWETTPMIWSRP]XSXLII\XIRXXLEX XLI MRWYVIHLEW [EMZIHMXWVMKLXSJVIGSZIV]EKEMRWX WYGL TIVWSRW SV SVKERM^EXMSRW TVMSV XS PSWW 8LMW IRHSVWIQIRX ETTPMIW SRP] XS XLI TIVWSRW SV SVKERM^EXMSRW WLS[RMRXLI7GLIHYPIEFSZI All Persons or Organizations as required by Written Contract or Agreement. KONE Holdings, Inc. __ MWZY 57732 01/01/2025 01/01/2026 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 9 of 14 This certificate cancels and supersedes ALL previously issued certificates. COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 12 19 -RWYVERGI7IVZMGIW3JJMGI-RG Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK '311)6'-%0+)2)6%00-%&-0-8= '3:)6%+)4%68 0-59360-%&-0-8='3:)6%+)4%68 463(9'87'3140)8)(34)6%8-3270-%&-0-8='3:)6%+)4%68 8LI JSPPS[MRK MW EHHIH XS XLI Other Insurance 'SRHMXMSR ERH WYTIVWIHIW ER] TVSZMWMSR XS XLI GSRXVEV] Primary And Noncontributory Insurance 8LMW MRWYVERGI MW TVMQEV] XS ERH [MPP RSX WIIO GSRXVMFYXMSRJVSQER]SXLIVMRWYVERGIEZEMPEFPIXS ER EHHMXMSREP MRWYVIH YRHIV ]SYV TSPMG] TVSZMHIH XLEX (1)8LIEHHMXMSREPMRWYVIHMWE2EQIH-RWYVIH YRHIVWYGLSXLIVMRWYVERGIERH (2)=SYLEZIEKVIIHMR[VMXMRKMREGSRXVEGXSV EKVIIQIRX XLEX XLMW MRWYVERGI [SYPH FI TVMQEV] ERH [SYPH RSX WIIO GSRXVMFYXMSR JVSQ ER] SXLIV MRWYVERGI EZEMPEFPI XS XLI EHHMXMSREPMRWYVIH KONE Holdings, Inc. __ MWZY 57732 01/01/2025 01/01/2026 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 10 of 14 This certificate cancels and supersedes ALL previously issued certificates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| 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 11 of 14 This certificate cancels and supersedes ALL previously issued certificates. Extensions to KONE OYJ’S Global Liability Insurance conditions EXTENSION 1: ADDITIONAL INSUREDS Worldwide general third-party liability and products liability insurance conditions for KONE OYJ are amended by the following: Principals/Buyers/(Sub)contractors/Landlords/Lessors/Third Parties are covered as Additional Insureds as required by law or written contract. Additional Insureds are covered under this policy but only with respect to liabilities arising out of their operations performed by or for the named insured, but excluding any negligent acts committed by such Additional Insured. The inclusion of any Additional Insured(s) shall not entitle them to any rights or benefits under the Policy except as otherwise described above. All other terms and conditions of this policy shall remain unchanged. However, cover described above shall not apply to Pure Financial Loss, Professional Indemnity, Property in Care, Custody and Control, Excess Auto Liability, and excess Employer’s Liability. KON( ,1&. __ 01/01/2025 01/01/2026 16-683-331-6 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 12 of 14 This certificate cancels and supersedes ALL previously issued certificates. 2) The insured have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. In all other cases the decision to use this Policy as primary shall be reserved to the Policyholder. If the Policyholder shall decide to use this policy as a secondary cover, DIC/DIL coverage shall still apply. KON( ,1&. __ 01/01/2025 01/01/2026 16-683-331-6 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 13 of 14 This certificate cancels and supersedes ALL previously issued certificates. 14 Right of recourse The insurer will agree to waive their rights of subrogation provided that the insured has waived or is required to waive such rights under a contractual agreement. KON( ,1&. __ 01/01/2025 01/01/2026 16-683-331-6 84892190 | 000-U.S. | 25/26 GL AU XS WC (OT Policy Schedule) | Gabriel Gonzalez | 4/18/2025 2:51:49 PM (CDT) | Page 14 of 14 This certificate cancels and supersedes ALL previously issued certificates. Cooperative Acceptance Agreement between City of Cupertino and Kone, Inc. Final Audit Report 2025-06-02 Created:2025-05-29 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAZE7mgNYWyJwauucwTDMw7Bs-RZDDNlPz "Cooperative Acceptance Agreement between City of Cupertino and Kone, Inc." History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-05-29 - 6:07:59 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-05-29 - 7:03:45 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-05-29 - 7:04:03 PM GMT- IP address: 52.1.140.55 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-05-29 - 7:29:01 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to cindy.cullen@kone.com for signature 2025-05-29 - 7:29:07 PM GMT Email viewed by cindy.cullen@kone.com 2025-05-30 - 1:04:21 PM GMT- IP address: 104.47.11.126 Signer cindy.cullen@kone.com entered name at signing as Aaron Ites 2025-05-30 - 1:10:56 PM GMT- IP address: 137.83.205.19 Document e-signed by Aaron Ites (cindy.cullen@kone.com) Signature Date: 2025-05-30 - 1:10:58 PM GMT - Time Source: server- IP address: 137.83.205.19 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-05-30 - 1:11:04 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-05-30 - 1:11:13 PM GMT- IP address: 52.1.140.55 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-05-30 - 3:02:59 PM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2025-05-30 - 3:03:05 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2025-05-30 - 3:03:14 PM GMT- IP address: 52.1.140.55 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2025-06-02 - 4:31:56 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-06-02 - 4:32:01 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-06-02 - 4:32:11 PM GMT- IP address: 54.146.162.113 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-06-02 - 4:40:45 PM GMT - Time Source: server- IP address: 176.108.138.169 Agreement completed. 2025-06-02 - 4:40:45 PM GMT