Board of Commissioners of Spalding County Extraordinary Session August 16, :00 PM Room 108, Annex Building

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Board of Commissioners of Spalding County Extraordinary Session

August 16, 2021 6:00 PM

Room 108, Annex Building

I. OP ENING (CALL TO ORDER)

P LEASE SILENCE YOUR CELL P HONES AND ALL OTHER ELECTRONIC DEVICES.

II. INVOCATION

Commissioner Gwen Flowers-Taylor, District #1, will deliver the invocation.

III. P LEDG E TO F LAG

Commissioner James R. Dutton, District #2 will deliver the Pledge to the Flag.

IV. P RESENTATIONS/P ROCLAMATIONS

1. The Board of Commissioners would like introduce to the citizens of Spalding County welcome Steve Ledbetter as Spalding County's new County Manager and Kim Slaughter as the new Spalding County Elections Supervisor.

2. Consider request from David Johnson and Kirby Sisk to update the Board of Commissioners on their TSPLOST efforts.

https://www.youtube.com/watch?v=AG I9zPtDIVw

3. Consider request from Parks & Leisure Services to recognize Robbie Milner on his Completion of 25 years of Service with Spalding County.

V. P RESENTATION OF F INANCIAL STATEMENTS

1. Consider approval of financial statements for the one month ended July 31, 2021. Additional the board has asked Ms. Garrison to address the funding the CIP. Provide an External Funding Update:

ARP, State Grant, Hospital Authority submissions, etc. Overall Funding update at a high level:

Commissioners Contingency Fund Expenditures, Concerns for any levels, etc.

VI. CITIZEN COMMENT

Speakers must sign up prior to the meeting and provide their names, addresses and the topic they wish to discuss. Speakers must direct your remarks to the Board and not to individual Commissioners or to the audience. Personal disagreements with individual Commissioners or County employees are not a matter of public concern and personal attacks will not be tolerated. The Chairman has the right to limit your

comments in the interest of disposing of the County's business in an efficient and respectable manner.

Speakers will be allotted three minutes to speak on their chosen topics as they relate to matters pertinent to the jurisdiction of the Board of the Commissioners. No questions will be asked by any of the

commissioners during citizen comments. Outbursts from the audience will not be tolerated. Common courtesy and civility are expected at all times during the meeting. No speaker will be permitted to speak more than three minutes or more than once, unless the Board votes to suspend this rule.

VII. OLD B USINESS -

1. Lift from the table and consider a contract with Flo Analytics for a redistricting project for the

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County Commissioner and School Board Districts.

2. Lift from the table and consider updated quote from TK Elevators on modernizing the Spalding County Courthouse Elevators.

VIII. NEW B USINESS -

1. Consider request for review of the Work Sessions to be held on the fourth Thursday of each month prior to the Zoning Public Hearing.

2. Consider an appointment to the Land Bank Authority to replace Brett Hanes who submitted his resignation July 8, 2021.

3. Consider approval of a legal ad for Notice of a TSPLOST Election to be placed in the Griffin Daily News on September 27, October 4, 11, 18 and 25th.

4. Consider request from Paragon, for McLeRoy Construction, Change Order #1 to revise the Parking Lot and Utility Lines to accommodate the Gymnasium project.

5. The Board of Commissioners have requested an update on where we are in the process on the 2021 LMIG.

6. Consider request from the Sheriff's Office and citizens of Sun City Peachtree to install stop signs on Del Web Boulevard at Bent Grass and Crape Myrtle. Citizens of Sun City Peachtree have expressed their concern regarding traffic going through this area and ignoring the speed limit on these roads.

Based on requests from the citizens in the area Jackson Road, Jenkinsburg Road and Tomachichi, the Sheriff's Office is recommending a four-way stop sign at the intersection of Jackson Rd, Jenkinsburg and Tomachichi.

7. The Board would like an update from staff on the APP event.

8. The Board has requested a monthly update from Charles Abbott Associates on Code Enforcement new cases, closed cases and pending cases.

IX. REP ORT OF COUNTY MANAG ER

X. REP ORT OF ASSISTANT COUNTY MANAG ER XI. REP ORT OF COMMISSIONERS

XII. CLOSED SESSION

XIII. ADJOURNMENT

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SPALDING COUNTY BOARD OF COMMISSIONERS

Invocation - Commissioner Gwen Flowers-Taylor, District #1

Requesting Agency

County Clerk

Requested Action

Commissioner Gwen Flowers-Taylor, District #1, will deliver the invocation.

Requirement for Board Action

Is this Item Goal Related?

Summary and Background

Fiscal Impact / Funding Source

STAFF RECOMMENDATION

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SPALDING COUNTY BOARD OF COMMISSIONERS

Commissioner James R. Dutton, District #2

County Clerk

Commissioner James R. Dutton, District #2 will deliver the Pledge to the Flag.

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SPALDING COUNTY BOARD OF COMMISSIONERS

Introduction and Welcome

County Clerk

The Board of Commissioners would like introduce to the citizens of Spalding County welcome Steve Ledbetter as Spalding County's new County Manager and Kim Slaughter as the new Spalding County Elections

Supervisor.

Introduction and welcome

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SPALDING COUNTY BOARD OF COMMISSIONERS

TSPLOST Update

County Clerk

Consider request from David Johnson and Kirby Sisk to update the Board of Commissioners on their TSPLOST efforts.

https://www.youtube.com/watch?v=AGI9zPtDIVw

Approve update on the TSPLOST Committee

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SPALDING COUNTY BOARD OF COMMISSIONERS

Parks & Leisure Services Recognition

County Clerk

Consider request from Parks & Leisure Services to recognize Robbie Milner on his Completion of 25 years of Service with Spalding County.

Presentation by Parks & Leisure Services.

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SPALDING COUNTY BOARD OF COMMISSIONERS

July 31, 2021 Financial Statements

Finance Department

Consider approval of financial statements for the one month ended July 31, 2021. Additional the board has asked Ms. Garrison to address the funding the CIP. Provide an External Funding Update: ARP, State Grant, Hospital Authority submissions, etc. Overall Funding update at a high level: Commissioners Contingency Fund Expenditures, Concerns for any levels, etc.

The one month ended July 31, 2021 is 8.33% of the budget year. General Fund revenues are 4% of budget, or

$2,120,509. General Fund expenditures and encumbrances are 8% of budget, or $4,391,402.

Fire District revenues are 1% of budget, or $58,238. Fire District expenditures and encumbrances are 7% of budget, or $523,166.

Approval

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SPALDING COUNTY BOARD OF COMMISSIONERS

Redistricting County Commission and School Board Boundaries

County Clerk

Lift from the table and consider a contract with Flo Analytics for a redistricting project for the County Commissioner and School Board Districts.

Flo Analytics is a team of demographers, spatial analysts who regularly work with both counties and school districts to provide demographic analysis and redistricting services. The utilize a non-partisan, transparent and data-driven approach to redistricting.

Cost $24,730 to be split 50/50 with Board of Education.

Approval

ATTACHMENTS:

Description Upload Date Type

FLO Analytics Contract 6/7/2021 Backup Material

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R:\F2097.01 Spalding County\Contracts\01_2021.05.17 Proposal\Spalding County and Griffin Spalding School System - Redistricting.docx 3140 NE Broadway Street | Portland, OR 97232 | 1-888-847-0299 | www.flo-analytics.com

May 17, 2021

Project No. PF2097.01.01 Jim Fortune

County Attorney Spalding County, GA 119 E. Solomon Street Griffin, Georgia 30223 Tim Shepherd

School Board Attorney

Griffin-Spalding County School Board 216 S 6th Street

Griffin, GA 30224

Re: Redistricting: County commission and school board boundaries Dear Mr. Fortune and Mr. Shepherd,

FLO Analytics (FLO) appreciates the opportunity to submit this proposal to provide Spalding County and the Griffin Spalding County School System (the County) with redistricting services. We understand that the objective of the project is to guide the County through a redistricting process to develop new, population balanced boundaries for the County’s five districts.

Our team of demographers and spatial analysts is uniquely qualified in this area. We regularly work with both counties and school districts to provide demographic analysis and redistricting services.

Our team offers:

• Highly skilled analysts who are experts at developing redistricting options that comply with the law and address community concerns.

• Custom tools and technology that are fast, flexible, and easier to use than our competitors’.

• Skilled communicators with a proven track record of presenting technical information to diverse, nontechnical audiences.

• A nonpartisan, transparent, and data-driven approach to redistricting. Unlike many other firms, FLO has never contracted with or represented any political party, and we are committed to being unbiased advisors.

About FLO

FLO is a trusted partner to local governments nationwide. We are the sole GIS and spatial analytics solutions provider for two statewide municipal GIS consortia (the Association of Washington Cities GIS Consortium and the Connecticut Conference of Municipalities GIS Consortium), hold a deep understanding of County operations, and recently helped the City of Brookhaven, GA to redistrict their

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Jim Fortune and Tim Shepherd Project No. PF2097.01.01 May 17, 2021

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R:\F2097.01 Spalding County\Contracts\01_2021.05.17 Proposal\Spalding County and Griffin Spalding School System - Redistricting.docx

city commission boundaries. In the past five years, we have conducted over 90 redistricting and demographic analysis projects for public agencies.

A successful redistricting project requires rigorous analysis, strategic public engagement, and a unique ability to earn the community’s trust. FLO’s success in this area is a testament to our technical prowess and dedication to the communities we serve. We use custom-designed tools and procedures that specifically promote transparency and help create public buy-in.

Sincerely,

Tyler Vick, Managing Director FLO Analytics

QUALIFICATIONS

FLO brings a track record of redistricting success, having assisted public agencies of all sizes with redistricting and demographic analysis projects. Every boundary analysis project we have conducted has been approved by the governing commission or board.

We have designed our own tools and procedures to create a fully transparent redistricting process that earns the trust of the community. In the past year we have dedicated countless hours to tailoring our process for success in the virtual environment. Our team has facilitated dozens of virtual public meetings ranging in size from just a handful of participants to over three hundred. This experience, in addition to the skills outlined below, makes us uniquely qualified to perform the services requested.

• Redistricting analysis—FLO’s team of 20 analysts includes demographers, data analysts, application developers, and spatial analysts. We excel at integrating data sources to perform advanced analyses.

• Modern technology and tools—As technical experts, we consider it our responsibility to stay up- to-date on the latest tools and technology. We have extensive knowledge of the data analytics and geospatial software landscape and employ only the best products to complete project work. The nature of our work makes it imperative that we provide our clients with user-friendly tools, and if the available products do not meet our expectations, we build the tools ourselves.

o The District Scenario Modeler is an interactive web-based mapping tool that we designed to provide an easy way for you to participate in the redistricting process. The tool allows users to draw their own boundaries and instantly view demographic information to see if they are population-balanced and support fair representation. It includes several features that guide users and help them to create viable district maps.

• Public engagement and meeting facilitation—FLO’s communications staff are skilled communicators of complex technical information. We have experience communicating to nontechnical audiences and non-English speakers and have developed proven workflows to make sure your community members know their voices are being heard.

Experience leading projects subject to legal and regulatory scrutiny—We have led countless projects that supported court cases or required strict adherence to complicated regulations.

Attorneys, private companies, and local, state and federal government agencies have all called on FLO to provide rigorous technical analyses that stand up in a court of law.

*Note – Tasks 1 and 2 are ongoing efforts that take place for the duration of the project.

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1 PROJECT COORDINATION AND PLANNING

We will hold an initial coordination meeting between the County Attorney’s office, County staff, and the project team to establish goals and objectives, discuss data elements and timelines, and modify the approach, as necessary. This meeting will provide the County with an opportunity to inform us about district history, neighborhoods, landmarks, or other elements we should consider. We will work to identify the locations of any communities of mutual interest, and areas within the County that may have experienced recent development. We will discuss the available data sources, identify any limitations or data gaps that could impact the analysis and develop a plan to address them. We will also work with County staff to locate additional data sources that will supplement our analysis.

Deliverable

• A summary memo of the initial coordination meeting that identifies the data elements our analysis will consider and providing a detailed project timeline.

2 PUBLIC MEETINGS AND PRESENTATIONS

We propose holding three public meetings during the redistricting project to ensure a fair and transparent process that offers sufficient opportunity for public involvement. Each meeting will be held virtually using FLO’s corporate zoom account and will be facilitated by our experienced communications staff. A summary of the topics to be covered at each meeting is provided below:

*Note – The County may choose to hold as many or as few meetings as desired. Meeting content will be adjusted to meet the County’s needs.

*Note – This scope does not include additional community engagement work beyond meeting participation and facilitation.

• First public meeting: Before drafting district boundary maps, we will conduct a public presentation to describe the procedural, legal, and analytical aspects of the redistricting process. The presentation will include: (1) an overview of redistricting legal requirements; (2) a demographic summary of the existing commission districts, as they were originally drawn in 2012; (3) our assessment of how each district’s population has changed since they were originally drawn; (4) a description of the analyses and process we will use to draw the new district lines.

• Second public meeting: During the second public hearing we will present a minimum of four district boundary options that satisfy the County’s requirements including all local, state, and federal redistricting regulations and guidelines. For each scenario, we will provide a map, demographic summary of the districts, estimated population balance, and written description of the scenario, including how it compares to the original the County’s original commission district lines. We will also solicit and document public feedback on each of the scenarios.

• Third public meeting: At the third public hearing we will present the final district boundary scenario for public comment and adoption by the County commission.

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3 ASSESS THE CURRENT POPULATION BALANCE

Drawing upon the US Census P.L. 94-171 Redistricting Data Summary files, our team will calculate the total population for each of the County’s five existing commission districts. We will then identify the County’s ideal district population and calculate the overall population balance. This estimate will be contrasted with the County’s population balance according to the 2010 US census data. Results will be compiled into maps, tables, and other visual aids.

Deliverable

• A summary memo describing our findings.

• A map and accompanying demographic table showing population change for each County commission district.

4 DEVELOP DRAFT DISTRICT BOUNDARY OPTIONS

We will develop a no more than four County commission district boundary options for review by County staff and the County attorney’s office. For each option we will document the demographic and analytical information of every district and draft a written description of the benefits and limitations.

Demographic and analytical information may include the following: total population, voting aged population, population by race/ethnicity, voting aged population by race/ethnicity, population by language spoken at home, and a measurement of district compactness (e.g. convex hull, polsby- popper).

The draft boundary options will be presented to members of Spalding County community during the second public meeting. All draft boundary options will be provided to County staff prior to presentation at the public meetings.

Deliverable

• A maximum of four County Commission district boundary maps, each with an accompanying demographic data table and written description.

5 DEVELOP FINAL DISTRICT BOUNDARY PROPOSAL

Drawing on feedback from County staff, commissioners, and the public, we will revise the draft option maps and develop a final proposal for the new County commission district boundaries. After voting and adoption of the new district boundaries, we will deliver the final maps to the County in all requested formats, provide a legal written description of the boundaries, and work with County staff to ensure that all required maps and documentation are provided to the necessary parties.

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6 OPTIONAL COMPONENTS

• District Scenario Modeler: Our custom mapping interface that allows designated users to participate in the redistricting process by easily creating their own district boundary maps. Built on Tableau software, the district scenario modeler is a flexible tool that can be tailored to the unique requirements of each redistricting project.

• Redistricting Engagement Portal: At the request of the County, FLO will develop and deploy a web portal to host all materials related to the redistricting project, including but not limited to the following: summary data files, draft district boundary maps, the public hearing schedule, and public comments.

BUDGET

The cost and scope of work are based on information available to FLO at this time. If conditions change, unforeseen circumstances are encountered, or work efforts are redirected, the cost may require modification.

SCHEDULE

FLO will begin work within 30 days of receiving the 2020 P.L. 94-171 Redistrict Data Summary Files.

After you have reviewed this submittal, please indicate your approval of the proposal by signing below and returning the document to us as electronic or hard copy. Please retain a copy for your records.

Sincerely,

Tyler Vick

Managing Director

Attachments: General Terms and Conditions Schedule of Charges

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R:\F2097.01 Spalding County\Contracts\01_2021.05.17 Proposal\Spalding County and Griffin Spalding School System - Redistricting.docx The above proposal, including all attachments, has been read and understood and is hereby agreed to and accepted. It is agreed that the attached “Schedule of Charges,” “General Terms and Conditions” (which contains a limitation of liability provision), and Addendum(s), if any, form an express part of the Contract, as evidenced by my signature below:

Spalding County, Georgia

By Date

Name Title

(please print)

Griffin Spalding County School System

By Date

Name Title

(please print)

Clay W. Davis Chairman, Board of Commissioners

June 21, 2021

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MFA\L:\MFA Policies & Procedures Manual\08 Project Management\Contract Forms\FLO - Specific Contract Forms\Original\FLO T&C.docx

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ARTICLE 1—PROFESSIONAL RESPONSIBILITY

Maul Foster and Alongi, Inc., a Washington corporation, doing business as FLO Analytics (hereinafter called “FLO”), shall perform the Services specified in this Agreement consistent with the level of care and skill ordinarily exercised by other professional consultants under similar circumstances at the same time the Services are performed; subject, however, to any express limitations established by the CLIENT as to the degree of care and amount of time and expense to be incurred and any other limitations contained in this Agreement. No other representation, warranty or guaranty, express or implied, is included in or intended by this Agreement or any other of FLO’s services, proposals, agreements or reports contemplated by this Agreement.

ARTICLE 2—INDEPENDENT CONTRACTOR STATUS; LEGAL RELATIONSHIP

The parties intend that FLO, in performing Services specified in this Agreement, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. FLO shall be free to contract for similar services to be performed for other individuals or entities while it is under contract with CLIENT.

ARTICLE 3—BILLING AND PAYMENT

Invoices will be submitted monthly and shall be due and payable upon receipt. Payment shall be made to FLO Analytics and delivered to:

FLO Analytics 109 East 13^th Street Vancouver, WA 98660

Interest at the rate of one and one-half percent (1.5%) per month, but not exceeding the maximum rate allowable by law, shall be payable on any amounts that are due but unpaid within thirty (30) days from receipt of invoice, payment to be applied first to accrued late payment charges and then to the principal unpaid amount. FLO may, at its option, withhold delivery of reports and any other data pending receipt of payment for services rendered. Remittance will be mailed to FLO at the address noted on such invoices or as FLO may otherwise advise.

ARTICLE 4—LIMITATION OF LIABILITY

CLIENT agrees to limit the liability of FLO, its officers, directors, shareholders, employees, agents and representatives (the

“FLO Parties”) to CLIENT for all claims and legal proceedings of any type arising out of or relating to the performance of Services under this Agreement (including, but not limited to, FLO’s breach of the Agreement, its professional negligence, errors and omissions and other acts) to the greater of $100,000 or the amount of FLO’s Fee. Failure of CLIENT to give written notice to FLO of any claim of negligent act, error or omission within one (1) year of performance shall constitute a waiver of such claim by CLIENT. In no event shall FLO be liable for any direct, special or consequential loss or damages. FLO is solely responsible for performance of this contract, and no affiliated company, director, officer, employee, or agent shall have any legal responsibility hereunder, whether in contract or tort, including negligence.

ARTICLE 5—INDEMNIFICATION

Subject to the limitation of liability above, FLO shall indemnify, defend and hold CLIENT harmless from the proportionate share of any claim, suit, liability, damage, injury, cost or expense, including attorneys fees, or other loss (hereafter collectively called “Loss”) arising out of (a) FLO Parties’ breach of this Agreement or (b) FLO Parties’ willful misconduct or negligence in connection with the performance of the Services under this Agreement.

CLIENT agrees to indemnify, defend and hold harmless FLO Parties from any Loss arising out of (a) CLIENT’s breach of the Agreement, or (b) CLIENT’s willful misconduct or negligence in connection with performance of the Agreement. To the extent such Loss is caused by FLO’s negligence, CLIENT shall indemnify, defend, and hold FLO harmless from the proportional share of the Loss resulting from the acts or negligence of others.

GENERAL TERMS AND CONDITIONS

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ARTICLE 6—TERM OF AGREEMENT; TERMINATION

The obligations of the parties to indemnify and the limitations on liability set forth in this Agreement shall survive the expiration or termination of this Agreement.

ARTICLE 7—TIME OF PERFORMANCE/FORCE MAJEURE

FLO makes no warranties regarding the time of completion of Services, and shall not be in default of performance under this Agreement where such performance is prevented, suspended or delayed by any cause beyond FLO’s control.

Neither party will hold the other responsible for damages for delays in performance caused by acts of God or other events beyond the control of the other party and which could not have been reasonably foreseen or prevented. If such events occur, it is agreed that both parties will use their best efforts to overcome all difficulties arising and to resume as soon as reasonably possible performance of Services under this Agreement. Delays within the scope of this provision will extend the contract completion date for specified services commensurately or will, at the option of either party, make this Agreement subject to termination or to renegotiation.

ARTICLE 8—SUSPENSION OF SERVICES

CLIENT may suspend further performances of Services by FLO by ten (10) days prior written notice. If payment of invoices by CLIENT is not maintained on a thirty (30) day current basis, FLO may suspend further performance until such payment is restored to a current basis. Suspensions for any reason exceeding thirty (30) days will, at the option of FLO, make this Agreement subject to termination or renegotiation.

All suspensions will extend the contract completion date for specified services commensurately, and FLO will be paid for services performed to the suspension date plus suspension charges. Suspension charges are defined as those charges relating to costs incurred which are directly attributable to suspension of services, including, but not limited to, personnel rescheduling, equipment rescheduling, and/or reassignment adjustments.

ARTICLE 9—CHANGED CONDITIONS

If, during the course of the performance of the Services under this Agreement, conditions or circumstances develop or are discovered which were not contemplated by FLO at the commencement of this Agreement, and which materially affect FLO’s ability to perform the Services or which would materially increase the costs to FLO of performing the Services, then FLO shall notify the CLIENT in writing of the newly discovered conditions or circumstances, and CLIENT and FLO shall renegotiate in good faith the terms and conditions of this Agreement. If amended terms and conditions cannot be agreed upon within thirty (30) days after the mailing of such notice, FLO may terminate the Agreement and be compensated as set forth in the section of this Agreement entitled TERM OF AGREEMENT; TERMINATION.

ARTICLE 10—INSURANCE

FLO agrees to use its best efforts to maintain Professional Liability, Commercial General Liability, Automobile Liability, statutory Worker’s Compensation and Employers’ Liability insurance coverage during the period of performance of services hereunder in the following minimum amounts:

LIMITS OF LIABILITY A. Worker’s Compensation

Employer’s Liability Statutory

$1,000,000

B. Commercial General Liability (including Contractual Liability) Bodily Injury

Property Damage $1,000,000 combined single limits for each occurrence or aggregate

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LIMITS OF LIABILITY C. Comprehensive Automobile Liability

(Owned, Hired, and Non-owned Vehicles) Bodily Injury

Property Damage $1,000,000 combined single limits for each occurrence or aggregate

D. Professional Liability: $1,000,000 combined single limits for each occurrence or aggregate

At CLIENT’s request, insurance certificates will be provided by FLO to evidence such coverages.

ARTICLE 11—RIGHT OF ENTRY AND UNAVOIDABLE DAMAGES

Client agrees to grant or arrange for right of entry when deemed necessary by FLO to perform the Services at the Project Site, whether or not the Project Site is owned by CLIENT.

ARTICLE 12—SUBCONTRACTORS

FLO may, in its sole discretion, subcontract for the services of others without obtaining CLIENT’s consent where FLO deems it necessary or desirable to have others perform certain services. If FLO, in its sole discretion, deems it necessary or desirable to obtain Client’s advance concurrence as to any proposed subcontract, FLO may make a written request to CLIENT to review the qualifications and suggested scope of work to be performed by such proposed subcontractor and CLIENT shall either grant or deny such concurrence within a reasonable time after receipt of such request.

ARTICLE 13—OWNERSHIP AND REUSE OF DOCUMENTS

All documents furnished by FLO pursuant to this Agreement are instruments of FLO’s services. FLO may retain an ownership and property interest therein, and FLO shall, in its sole discretion, have the right to dispose of or retain all such documents. Such documents are not intended or represented to be suitable for reuse by CLIENT or others, unless specifically agreed to in writing by both parties. Any such reuse without specific written verification and adaptation by FLO for the specific purpose intended will be at the reuser’s sole risk and without liability or legal exposure to FLO. Any transfer of electronic data hereunder is solely for Client’s convenience “as is” without warranty as to contents, and is not the project deliverable unless specifically agreed to the contrary. FLO disclaims all warranties express or implied with regard to any electronic data provided hereunder, including any warranties of mechantability or fitness for a particular purpose.

ARTICLE 14—NO THIRD PARTY BENEFICIARIES

There are no third party beneficiaries of this Agreement, and no third party shall be entitled to rely upon any work performed or reports prepared by FLO hereunder for any purpose whatsoever. CLIENT shall indemnify and hold FLO harmless against any liability to any third party for any Loss arising out of or relating to the reliance by any such third party on any work performed or reports issued by FLO hereunder.

ARTICLE 15—DESIGNS AND DISCOVERIES

In the course of providing Services to CLIENT, FLO may utilize or develop designs, ideas, discoveries, inventions, or improvements of these (collectively “Ideas”), made by the FLO Parties. CLIENT agrees that FLO’s utilization or development of such Ideas does not grant CLIENT any right in the form or ownership or license to such Ideas. All Ideas utilized or developed while providing CLIENT Services shall be deemed to be property of FLO.

ARTICLE 16—LAWS AND REGULATIONS

Both parties will be entitled to regard all applicable laws, rules, regulations and orders issued by any federal, state, regional or local regulatory body as valid and may act in accordance therewith until such time as the same may be modified or superseded by such regulatory body or invalidated by final judgment in a court of competent jurisdiction, unless prior to such final judicial determination, the effectiveness of such law, rule or regulation has been stayed by an appropriate judicial or administrative body having jurisdiction.

In the event there are changes in existing laws, codes, regulations, orders or ordinances, or the interpretation thereof, following the performance of professional services, CLIENT agrees to defend, indemnify and hold FLO harmless from any and all claims, including claims for fines or penalties imposed, resulting from or alleged to have resulted from noncompliance with or nonincorporation of such changes in professional services prior to the effectiveness of such changes.

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ARTICLE 17—ASSIGNMENT

Neither party to this Agreement may delegate, assign, or otherwise transfer its rights and interests or duties and obligations under this Agreement without prior written consent of the other party.

ARTICLE 18—ATTORNEYS’ FEES AND COSTS

If any action or proceeding is commenced to enforce or interpret any of the terms or conditions of this Agreement or the performance thereof, including the collection of any payments due hereunder, the prevailing party will be entitled to recover all reasonable attorneys’ fees, costs and expenses, including staff time at current billing rates, court costs, and other claim-related expenses.

If FLO is requested to respond to any mandatory orders for the production of documents or witnesses on CLIENT’s behalf regarding work performed by FLO, CLIENT agrees to pay all costs and expenses incurred by FLO not reimbursed by others in responding to such order, including attorney’s fees, staff time at current billing rates and reproduction expenses.

ARTICLE 19—GOVERNING LAW

This Agreement shall be subject to, interpreted and enforced according to the laws of the State from which FLO’s services are procured.

ARTICLE 20—SEVERABILITY

Any provision of this Agreement held in violation of any law will be deemed stricken and all remaining provisions shall continue valid and binding upon the parties. The parties will attempt in good faith to replace any invalid or unenforceable provision(s) of this Agreement with provisions which are valid and enforceable and which come as close as possible to expressing the intention of the original provisions.

ARTICLE 21—ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between CLIENT and FLO. It supersedes any and all prior written or oral agreements, negotiations, or proposals, or contemporaneous communications with respect to the subject matter hereof, and has not been induced by any representations, statements, or agreements other than those herein expressed. No amendment to this Agreement hereafter made between the parties will be binding on either party unless reduced to writing and signed by authorized representatives of both parties.

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L:\MFA Policies & Procedures Manual\08 Project Management\Contract Forms\FLO - Specific Contract Forms\Original\FLO Schedule of Charges 2021.docx 1

SCHEDULE OF CHARGES

PERSONNEL CHARGES

Principal ... $200–250/hour Facilitation... $195/hour Project Manager ... $175/hour Senior ... $150–210/hour Senior Developer ... $185/hour Developer ... $155/hour Project ... $140–155/hour Staff... $120–135/hour Analyst ... $135–145/hour Technician/Designer ... $100–125/hour Administrative Support ... $95–105/hour

Depositions and expert witness testimony, including preparation time, will be charged at 150 percent of the above rates.

Travel time will be charged in accordance with the above rates.

SUBCONTRACTORS

Charges for subcontractors will be billed at cost plus 15 percent.

EXPENSES

Charges for outside services, equipment, and facilities not furnished directly by FLO Analytics will be billed at cost plus 10 percent. Such charges may include, but shall not be limited to the following:

Printing and photographic reproduction Rented equipment

Rented vehicles Shipping charges

Transportation on public carriers Meals and lodging Special fees, permits, insurance, etc. Consumable materials DIRECT CHARGES

Vehicle per mile will be billed at $0.75.

Charges for specialized software modeling and equipment are as specified in the scope of work.

Field equipment rates are set forth in the Field Equipment Rate Schedule.

The rates for document production are set forth in the Document Production Rate Schedule.

RATE CHANGES

Schedule of Charges are subject to change without notice.

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SPALDING COUNTY BOARD OF COMMISSIONERS

Spalding County Courthouse Elevator Modernization

County Clerk

Lift from the table and consider updated quote from TK Elevators on modernizing the Spalding County Courthouse Elevators.

Staff requests approval of the increase in the budgeted amount of $371,000 in general fund for the Spalding County Courthouse Elevator Modernization. The Asset Management Report from TK Elevator

Corporation was significantly higher than originally anticipated the new estimate is attached and the cost has increased to $471,301.19.

100-1590-522246

Approval

ATTACHMENTS:

Description Upload Date Type

TKE Elevator Corporation Asset Management

Report 7/28/2021 Backup Material

TKE Revised Contract 8/13/2021 Backup Material

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Modernization Proposal

2021-2-1123949 | ACIA-1UFF240 | August 10, 2021 ¹

Spalding County Courthouse

August 10, 2021 Purchaser: Spalding County Courthouse Location: Spalding County Courthouse

Address: 132 E Solomon St Address: 132 E Solomon St Griffin, GA 30223-3312 Griffin, GA 30223-3312

TK Elevator Corporation (hereinafter "TK Elevator") is dedicated to delivering Spalding County Courthouse (hereinafter “Purchaser”) the safest, highest quality vertical transportation solutions. I am pleased to present this customized Proposal (the “Proposal”) in the amount of $467,866.44 inclusive of all applicable sales and use taxes to modernize the elevator equipment described in the pages that follow at the above-referenced location.

Our modernization package is engineered specifically for your elevator system and will include the elevator mechanical and electrical components being replaced, refurbished or retained.

Benefits of Modernization include:

• Increased durability and reliability

• Improved fire and life safety features

• Decreased waiting times

• Reduced energy consumption

• Reduced operational cost

• Reduced troubleshooting time

This Proposal shall remain in effect for the next forty-five (45) days unless it is revoked earlier by TK Elevator in writing. The price above is subject to escalation - even after Purchaser’s acceptance of this Proposal – under certain circumstances including the possibility that TK Elevator may be subjected to increased charges by its suppliers for any of the applicable materials and/or components due to the imposition of new or increased taxes, tariffs, or other charges imposed by applicable governmental authorities or the possibility that the work described in this Proposal is not completed by December 31, 2022.

In the event you have any questions regarding the content of this Proposal, please do not hesitate to contact me. We appreciate your consideration.

Sincerely,

Craig Harrison Account Manager

craig.harrison@tkelevator.com +1 478 3657336

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SCOPE OF WORK

Grouping Name: LOBBY LEFT,LOBBY RIGHT Equipment Type: Geared(Traction) Speed: 200 fpm 5 Stops (5 Front /0 Rear) Capacity: 2500 lbs.

Units Included

Building Nickname OEM Serial # TKE Serial # Legal ID

Spalding County

Courthouse 34-196-21406 US163157 E-4254

Spalding County

Courthouse 34-196-21407 US163158 E-4253

Description of Work Controller

- TAC 32T Controller (Includes options listed below)

• 24 VDC Signal Voltage

• Auto Light and Fan Feature

• Car Independent Service

• Car Traveling Lantern Circuitry

• Door Bypass Operation

• Electronic Door Detector Interface

• Hoistway Access and Enable

• THY Board

- tkE Green Drive 400C (2109CD004) VVVF AC Drive / Regenerative 30R - Emergency Power (10-D-4A)

- Encoder Board for Motors by Others (part no. 546AV11) - Machine Room Wiring Package

- eMax Monitoring Device Provisions Machine

- Car/Cwt shackles w/springs (pairs per 1/2" or 5/8" rope) - Hoist Cables, traction steel, preformed

- Hang Car

- Deflector/Secondary Sheave - New Machine

- Rope Gripper Governor

Car

- Toe Guard for 2000 code (48") - Car Top Railing

- tkE Cable Strain Loadweigher (for 6 ropes)

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- Car Top Exit Switch

- 2019 Two-way Communication Camera (dome), Ethernet Extender (kit), & Battery Backup Hoistway

- TAC 32T Field Friendly Wiring Package:

• Includes single flat traveling cable with coax

• hoistway wiring

• interlock wiring

• interlock connectors

• serial wiring

• FIBER OPTIC CABLE, HOISTWAY PIPING & DUCT ARE NOT INCLUDED.

- Base Wiring Package for 2019 Code - Hoistway Duct Kit (per run)

- APS (Absolute Positioning System) for TAC32T with Final Limit Switches Pit

- Pit Stop Switch - Pit Ladder 12'' Wide Door Equipment

- Micro Light 3D 2019 (Front) - Door Operator

- Door Detector - Car Rollers - Clutch - Gate Switch - Closer (Reel type) - Gibs

Car Fixtures

- Main Car Station Includes Options Below - • Applied Panel

- Debranded Car Station (No Logo) - Vandal Resistant Floor Buttons - Cast Braille Plates for Car Features - Standard Key Switch Package

• Fan

• Light

• Independent

• Stop

• Inspection/Hoistway Enable) - Emergency Light mounted in COP

- 2004 and later Fire Service Phase II Features (includes instructions signage) - Handicap Signal (Passing signal)

- Two-way Communication Position Indicator - ADA Phone System integral with COP (Rath) - Speaker Pattern for Intercom System/ADA Phone - Default Engravings

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- #4 Stainless Steel Finish (441) - Card Reader Provisions (Space only) - Smart Rescue Phone 5 Standalone

- Two-way Communication Machine Room Equipment (Primary Box) - BCC Panel for Two-way Communication

Hall Fixtures

- Hall Lantern and Chime (#4 S/S (441))

- Hoistway Jamb Braille (Pair of Standard) (# of Floors) - Standalone Hoistway Access Station #4 S/S (441)

- Horizontal Combination Hall Lantern and 2" Digital Hall Position Indicator (#4 S/S (441)) - Intermediate Hall Stations (Surface Mounted) with

• Appendix O (Polycarbonate insert flame with engraved verbiage)

• Fusion (#4 S/S (304))

- 2009 & 2010 Elevator Communications Failure add

In addition to the Description of Work to modernize your elevator(s) as described above, TK Elevator will coordinate or perform the following activities at no additional cost:

Electrical - Machine Room and Pit

1. Key Tasks and Approximate Lead Times

Key Tasks to be performed to be performed by Purchaser prior to equipment fabrication:

a. Execution of this Proposal

b. Payment for pre-production and engineering c. Approval of layout (if applicable)

d. Execution of TK Elevator's Material Release Form

Approximate Durations/Lead Times Contract execution

(can run concurrently with layout drawing package preparation and approval) Varies

Survey and Order of Materials (additional time required for cab, signal, entrance preparation and approval, if applicable) 4 - 6 Weeks Fabrication time

(from receipt of all approvals, fully executed contract, Material Release Form and initial progress payment) 9 Weeks Modernization of elevator system (Per Unit):

(Upon completion of all required preparatory work by others) 10 - 12 Weeks

The durations or lead times listed above are strictly approximations that can vary due to factors both within and outside of TK Elevator's control, are subject to change without notice to Purchaser and shall not be binding on TK Elevator.

2. Payment Terms

50% of the price set forth in this Proposal as modified by options selected from the section entitled “Value Engineering Opportunities & Alternates” (if applicable) will be due and payable as an initial progress payment within 30 days from

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TK Elevator's receipt of a fully executed copy of this Proposal. This initial progress payment will be applied to project management, permits, engineering and shop drawings, submittals, drilling mobilization (if required) and raw material procurement. Material will be ordered once this payment is received and the parties have both executed this Proposal and the Material Release Form.

25% of the price set forth in this Proposal as modified by options selected from the section entitled “Value Engineering

Opportunities & Alternates” (if applicable) shall be due and payable when the material described above has been furnished. Material is considered furnished when it has been received at the jobsite or TK Elevator staging facility. Supporting documentation of

materials stored shall be limited to stored materials certificates of insurance and bills of lading. Receipt of this payment is required prior to mobilization of labor.

25% of the price set forth in this Proposal shall be made as progress payments throughout the life of the project. In the event TK Elevator fails to receive payment within thirty (30) days of the date of a corresponding invoice, TK Elevator reserves the right to demobilize until such a time that the payments have been brought up to date, and TK Elevator has the available manpower.

It is agreed that there will be no withholding of retainage from any billing and by the customer from any payment.

The payment terms breakdown above shall be considered the Schedule of Values for the project as written. Billing shall be submitted on or before the 25th day of the month according to the payment schedule above and accompanied by a form of G702- 703 pay application/schedule of values and a conditional waiver, the format of which is hereby acknowledged and accepted.

The use of online Portals for the submission of billing shall follow the terms of the Proposal and Customer agrees to permit billing in accordance with the executed contract terms. Portal access and usage is to be provided free of additional charge to TK Elevator and any additional cost for such use is to be reimbursed to TK Elevator via a reimbursable change order immediately upon acceptance.

Purchaser agrees that TK Elevator shall have no obligation to complete any steps necessary to provide Purchaser with full use and operation of the installed equipment until such time as TK Elevator has been paid 100% both of the price reflected in this Proposal and for any other work performed by TK Elevator or its subcontractors in furtherance of this Proposal. Purchaser agrees to waive any and all claims to the turnover and/or use of that equipment until such time as those amounts are paid in full.

Proposal price: $467,866.44

Initial progress payment: (50%) $233,933.22

Material furnished: (25%) $116,966.61

Total of remaining progress

payments: (25%) $116,966.61

3. Warranty

TK Elevator warrants any equipment it installs as described in this Proposal against defects in material and workmanship for a period of one (1) year from the date of Purchaser’s execution of TK Elevator's “Final Acceptance Form” on the express conditions that all payments made under this Proposal and any mutually agreed-to change orders have been made in full and that such equipment is currently being serviced by TK Elevator. In the event that TK Elevator's work is delayed for a period greater than six (6) months, the warranty shall be reduced by the amount of the delay. This warranty is in lieu of any other warranty or liability for defects.

TK Elevator makes no warranty of merchantability and no warranties which extend beyond the description in this Proposal, nor are there any other warranties, expressed or implied, by operation of law or otherwise. Like any piece of fine machinery, the equipment described in this Proposal should be periodically inspected, lubricated, and adjusted by competent personnel. This warranty is not intended to supplant normal maintenance service and shall not be construed to mean that TK Elevator will provide free service for periodic examination, lubrication, or adjustment, nor will TK Elevator correct, without a charge, breakage, maladjustments, or other trouble arising from normal wear and tear or abuse, misuse, improper or inadequate maintenance, or any other causes other than defective material or workmanship. In order to make a warranty claim, Purchaser must give TK Elevator prompt written notice at the

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address listed on the cover page of this Proposal and provided all payments due under the terms of this Proposal and any mutually agreed to written change orders have been made in full, TK Elevator shall, at its own expense, correct any proven defect by repair or replacement. TK Elevator will not, under any circumstances, reimburse Purchaser for cost of work done by others, nor shall

TK Elevator be responsible for the performance of any equipment that has been the subject of service, repair, replacement, revisions or alterations by others. If there is more than one (1) unit which is the subject of work described in this Proposal, this section shall apply separately to each unit as accepted.

4. Preventative Maintenance Program

This Proposal does not include any maintenance, service, repair or replacement of the equipment or any other work not expressly described herein. TK Elevator will submit a separate proposal to Purchaser covering the maintenance and repair of this equipment to be supplied to Purchaser at an additional cost.

5. Work Not Included

There are certain items that are not included in this Proposal, many of which must be completed by Purchaser prior to and as a condition precedent to TK Elevator's performance of its work as described in this Proposal. In order to ensure a successful completion of this project, it shall be solely Purchaser’s responsibility to coordinate its own completion of those items with TK Elevator. The following is a list of those items that are not included in this Proposal:

1.

Fire/Smoke alarm upgrades

A. Hoistways and Equipment Rooms 1. Hoistways are included in turnkey work

2.

Build-out of new Equipment Room and HVAC installation are not included in this proposal.

B. Electrical and Life Safety:

1. Purchaser shall provide a dedicated, analog telephone or data line to the elevator telephone or communication device; one additional data line per group of elevators for diagnostic capability wired to designated controller;

This Proposal includes the installation of an in-car emergency elevator communication system for the benefit of the deaf, hard of hearing and speech impaired (the “Multimedia Equipment”) in accordance with the current applicable requirements of both the International Building Code and ASME A17.1. TKE shall provide one permanent 110V 20 amp circuit with all piping and wiring to controller for the emergency elevator communication system. This Proposal does not, however, include the monitoring of any communications to and from that Multimedia Equipment and Purchaser (and any end user of the units) expressly acknowledge that it is solely their responsibility to ensure that any and all such communications are appropriately monitored in accordance with all applicable rules, codes, statutes and/or laws as a condition precedent to turnover of the units including but not limited to a modem and internet connection and a minimum of four (4) hours of battery backup for all communications.

C. Miscellaneous:

1. Purchaser shall provide all work relating to the finished cab flooring including, but not limited to, the provision of materials and its installation to comply with all applicable codes;

6. Working Hours, Logistics and Mobilization

a. All work described in this Proposal shall be performed during TK Elevator's regular working days – defined as Monday thru Friday and excluding IUEC recognized holidays – and regular working hours – defined as those hours regularly worked by TK Elevator modernization mechanics at the TK Elevator branch office that will provide labor associated with the performance of the work described in this Proposal - unless otherwise specified and agreed to in writing by both TK Elevator and Purchaser (hereinafter TK Elevator's regular working days and regular working hours shall be collectively defined as “normal working

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hours”). TK Elevator shall be provided with uninterrupted access to the elevator hoistway and machine room areas to perform work during normal working hours.

b. Purchaser shall provide on-site parking to all TK Elevator personnel at no additional cost to TK Elevator.

c. Purchaser shall provide traffic control, lane closures, permits and flagmen to allow suitable access/unload of tractor trailer(s).

d. Purchaser agrees to provide unobstructed tractor-trailer access and roll-able access from the unloading area to the elevator or escalator hoistways or wellways (as applicable).

e. Purchaser will be required to sign off on the Material Release Form, which will indicate the requested delivery date of equipment to the site. If Purchaser is not ready to accept delivery of the equipment within ten (10) business days of the agreed upon date, Purchaser will immediately make payments due for equipment and designate an area adjacent to the elevator shaft where Purchaser will accept delivery. If Purchaser fails to provide this location or a mutually agreeable alternative, TK

Elevator is authorized to warehouse the equipment at the TK Elevator warehouse or designated distribution facility at Purchaser's risk and expense. Purchaser shall reimburse TK Elevator for all costs due to extra handling and warehousing.

Storage beyond ten (10) business days will be assessed at a rate of $100.00 per calendar day for each unit listed in this Proposal, which covers storage and insurance of the elevator equipment and is payable prior to delivery.

f. Purchaser agrees to provide a dry and secure area adjacent to the hoistway(s) at the ground level for storage of the elevator equipment and tools within ten (10) business days from receipt at the local TK Elevator warehouse. Any warranties provided by TK Elevator for vertical transportation equipment will become null and void if equipment is stored in any manner other than a dry, enclosed building structure. Any relocation of the equipment as directed by Purchaser after initial delivery will be at Purchaser's expense.

g. TK Elevator includes one mobilization to the jobsite. A mobilization fee of $2,500.00 per crew per occurrence will be charged for pulling off the job or for any delays caused by others once material has been delivered and TK Elevator's work has

commenced.

h. Access for this project shall be free and clear of any obstructions. A forklift for unloading and staging material shall also be provided by Purchaser at no additional cost.

i. Purchaser shall provide an on-site dumpster. TK Elevator will be responsible for cleanup of elevator/ escalator packaging material; however, composite cleanup participation is not included in this Proposal.

j. The hiring of a disposal company which MUST be discussed prior to any material being ordered or work being scheduled. TK Elevator will provide environmental services ONLY if this is specifically included under the "Scope of Work" section above. TK Elevator assumes no responsibility and/or liability in any way whatsoever for spoils or other contamination that may be present as a result of the cylinder breach and/or other conditions present on the work site.

k. One or more of the units described in this Proposal will be out of service and unavailable to move passengers and/or property during entire duration of the performance of the work described in this Proposal until re-certified by the applicable authority(ies) having jurisdiction and in good standing with payment schedules.

7. Temporary Use, Inspection and Turnover

a. Unless required by specification, TK Elevator will not provide for “temporary use” of the elevator(s) described in this

Proposal prior to completion and acceptance of the complete installation. Temporary use shall be agreed to via a change order to this Proposal which shall require Purchaser’s execution of TK Elevator's standard Temporary Use Agreement. Cost for temporary use of an elevator shall be $200.00 per calendar day per hydraulic elevator and $250.00 per calendar day for each traction elevator for rental use only, excluding personnel to operate. All labor and parts, including callbacks required during the temporary use period will be billed at TK Elevator's standard local billing rates. In the event that an elevator must be provided for temporary use, TK Elevator will require 30 days to perform final adjustments and re-inspection after the elevator has been returned to TK Elevator with all protection, intercoms and temporary signage removed. This duration does not include any provisions for finish work or for repairs of same, which shall be addressed on a project-by-project basis. Cost for preparation of controls for temporary use, refurbishment due to normal wear and tear, readjustment and re-inspection is $3,500.00 per elevator up to 10 floors. For projects above 10 stops, an additional cost of $1,500.00 / 10 floors shall apply. These costs are based on work performed during normal working hours. Temporary use excludes vandalism or misuse. Any required signage, communication devices, elevator operators, and protection are not included while temporary use is being provided. All overtime premiums for repairs during the temporary use period will be billed at TK Elevator's local service billing rates.

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b. The Proposal price set forth above includes one (1) inspection per unit by the applicable authority having jurisdiction if required by the government of the locality where the equipment is located. In the event the equipment fails that inspection due to no fault of TK Elevator, TK Elevator will charge Purchaser for both the cost of each re-inspection which shall be

$1,500.00 and a remobilization fee which shall be $2,500.00 via change order prior to scheduling a re-inspection.

c. Upon notice from TK Elevator that the installation and/or modernization of the equipment is complete, Purchaser will arrange to have present at the jobsite a person authorized to make the final inspection and to execute TK Elevator's “Final Acceptance Form.“ The date and time that such person will be present at the site shall be mutually agreed upon but shall not be more than ten (10) business days after the date of TK Elevator's notice of completion to Purchaser unless both TK

Elevator and Purchaser agree to an extension of that ten (10) day period in writing. Such final inspection and execution of TK Elevator's “Final Acceptance Form” shall not be unreasonably delayed or withheld.

d. Should the Purchaser or the local authority having jurisdiction require TK Elevator's presence at the inspection of equipment installed by others in conjunction with the work described in this Proposal, Purchaser agrees to compensate TK Elevator for its time at TK Elevator's current billing rate as posted at its local office.

e. At the conclusion of its work, TK Elevator will remove all equipment and unused or removed materials from the project site and leave its work area in a condition that, in TK Elevator's sole opinion, is neat and clean.

f. Purchaser agrees to accept a live demonstration of equipment’s owner-controlled features in lieu of any maintenance training required in the bid specifications.

g. Purchaser agrees to accept TK Elevator's standard owner’s manual in lieu of any maintenance, or any other, manual(s) required in the bid specifications.

8. MAX

MAX is a cloud based Internet of Things (IoT) platform that we, at our election, may connect to your elevators and escalators by means of installation of a remote-monitoring device or modem (each a “device”). MAX will analyze the unique signal output of your equipment 24/7 and when existing or potential outages are identified, MAX will automatically communicate with our dispatch centers. When appropriate, the dispatch center will alert our technicians during normal working hours. These MAX alerts provide the technician with precise diagnostics detail, which greatly enhances our ability to fix your equipment right the first time, MAXimizing the equipment uptime.

a. Purchaser authorizes TK Elevator and its employees to access purchaser’s premises to install, maintain and/or repair the devices and, upon termination of the service agreement, to remove the same from the premises if we elect to remove.

b. TK Elevator is and shall remain the sole owner of the devices and the data communicated to us by the devices. The devices shall not become fixtures and are intended to reside where they are installed. TK Elevator may remove the devices and cease all data collection and analysis at any time.

c. If the service agreement between TK Elevator and Purchaser is terminated for any reason, TK Elevator will automatically deactivate the data collection, terminate the device software and all raw data previously received from the device will be removed and/or expunged or destroyed.

d. Purchaser consents to the installation of the devices in your elevators and to the collection, maintenance, use, expungement and destruction of the daily elevator data as set forth in this agreement.

e. The devices installed by TK Elevator contain trade secrets belonging to us and are installed for the use and benefit of our personnel only.

f. Purchaser agrees not to permit purchaser personnel or any third parties to use, access, tamper with, relocate, copy, disclose, alter, destroy, disassemble or reverse engineer the device while it is located on purchaser’s premises.

g. The installation of this equipment shall not confer any rights or operate as an assignment or license to you of any patents, copyrights or trade secrets with respect to the equipment and/or any software contained or imbedded therein or utilized in connection with the collection, monitoring and/or analysis of data.

9. Additional Terms and Conditions

a. In no event shall TK Elevator be responsible for liquidated, consequential, indirect, incidental, exemplary, and special damages associated with the work described in this Proposal.