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HomeMy WebLinkAboutECAT19-003 Five Star Airport AllianceAGREEMENT FOR PROCUREMENT OF EQUIPMENT AND INSTALLATION SERVICES BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND FIVE STAR AIRPORT ALLIANCE, INC. THIS AGREEMENT (“Agreement”) is effective as of __________________ by and between FIVE STAR AIRPORT ALLIANCE, INC. a Florida Corporation (hereinafter “Contractor”) and Eagle County Air Terminal Corporation, a Colorado non-profit corporation (hereinafter “ECAT”). RECITALS WHEREAS, Contractor will engineer, manufacture, provide mechanical, electrical, and controls to install baggage system components for the outbound conveyor system (the “Project”) at the Eagle County Regional Airport Terminal (the “Property”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and installation services as set forth below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and ECAT in connection with the procurement of equipment, materials and services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and ECAT agree as follows: 1. Services or Work. Contractor agrees to procure the materials, equipment and/or products (“Equipment”) necessary for the Project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the procurement and installation services described in Exhibit A (“Services” or “Work”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than December 1, 2019 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. ECAT shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event ECAT does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon ECAT’s request and at no charge to ECAT: i. take the Equipment back; ii. exchange the Equipment; or DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 4/23/2019 2 ECAT Procurement and Installation Final 5/14 iii. repair the Equipment. 2. ECAT ’s Representative. The Airport department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 1st day of December, 2019. 4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by ECAT for such additional services in accordance with ECAT’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that ECAT has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by ECAT for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. ECAT shall compensate Contractor for the Equipment and performance of the Services in a sum computed and payable as set forth in Exhibit A. The Equipment and performance of the Services under this Agreement shall not exceed $273,845.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by ECAT. a. Payment will be made for Equipment and Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as ECAT may request. b. If, at any time during the term or after termination or expiration of this Agreement, ECAT reasonably determines that any payment made by ECAT to Contractor was improper because the Equipment or Services for which payment was made were not provided or performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from ECAT, Contractor shall forthwith return such payment(s) to ECAT. Upon termination or expiration of this Agreement, unexpended funds advanced by ECAT, if any, shall forthwith be returned to ECAT. c. ECAT will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6. Subcontractors. Contractor acknowledges that ECAT has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without ECAT’s prior written consent, which may be withheld in ECAT ’s sole discretion. ECAT shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom ECAT has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by ECAT and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward ECAT. ECAT shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 3 ECAT Procurement and Installation Final 5/14 cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include ECAT, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to ECAT separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that ECAT is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to ECAT, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless ECAT, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECAT may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse ECAT for reasonable attorney fees and costs, legal and other expenses incurred by ECAT in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 4 ECAT Procurement and Installation Final 5/14 apply to claims by third parties against the ECAT to the extent that ECAT is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of ECAT and are to be delivered to ECAT before final payment is made to Contractor or upon earlier termination of this Agreement. Further, Contractor shall execute any bill of sale or other documents required by ECAT to transfer title of the Equipment to ECAT . Contractor shall provide copies of any instruction or operations or care manuals and shall further provide copies of any manufacturers warranties associated with the Equipment. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. EAGLE COUNTY AIR TERMINAL CORPORATION: Attention: Airport Director 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-2680 E-mail: ecair@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-mail: atty@eaglecounty.us CONTRACTOR: Five Star Airport Alliance Dan Bell 1630 S. 4800 W. Suite D Salt Lake City, Utah 84104 Dan.bell@fivestaraa.com Phone: 801-401-5434 Fax: 801-401-5501 11. Termination. ECAT may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide ECAT with all documents DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 5 ECAT Procurement and Installation Final 5/14 as defined in paragraph 9 hereof, in such format as ECAT shall direct and shall return all ECAT owned materials and documents. ECAT shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the intended purpose and use of the Equipment, nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given ECAT written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the ECAT has accepted or approved the Equipment and/or Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor hereby represents and warrants that the Equipment will be new and will perform the Services in a good and workmanlike manner and guarantees all Work against defects in materials or workmanship for a period of one (1) year from the date the Work is accepted by ECAT, or such longer period as may be provided by the law or as otherwise agreed to by the parties. g. All guarantees and warranties of Equipment furnished to Contractor or any subcontractor by any manufacturer or supplier are for the benefit of ECAT. If any manufacturer or supplier of any Equipment furnishes a guarantee or warrantee for a period longer than one (1) year, then Contractor’s guarantee or warrantee shall extend DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 6 ECAT Procurement and Installation Final 5/14 for a like period as to such Equipment. h. Contractor warrants that title to all Work and Equipment shall pass to ECAT either by incorporation into the Property or upon receipt by Contractor of payment from ECAT (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Contractor further warrants that Contractor (or any other person performing Work) purchased all Equipment free and clear of all liens, claims, security interests or encumbrances. Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment until the Equipment is installed and ECAT has inspected and approved the same. i. Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to ECAT, and without interruption to ECAT: i. Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and ii. Any damage to any other Work or property caused by such defects or the repairing of such defects. j. Guarantees and warranties shall not be construed to modify or limit any rights or actions ECAT may otherwise have against Contractor in law or in equity. k. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. l. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of ECAT. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between ECAT and Contractor except that of independent contractor. Contractor shall have no authority to bind ECAT. m. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. n. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. o. Contractor shall not assign any portion of this Agreement without the prior written consent of the ECAT. Any attempt to assign this Agreement without such consent shall be void. p. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. q. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. r. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 7 ECAT Procurement and Installation Final 5/14 s. The signatories to this Agreement aver to their knowledge, no employee of ECAT has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. t. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and ECAT within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 8 ECAT Procurement and Installation Final 5/14 subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, ECAT may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to ECAT as required by law. g. ECAT will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and ECAT terminates the Agreement for such breach. [Rest of page intentionally left blank] DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 9 ECAT Procurement and Installation Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY AIR TERMINAL CORPORATION By: ______________________________ Jeanne McQueeney, President Attest: By: _________________________________ Jeff Shroll, Secretary CONTRACTOR: By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 Dan Bell Executive Vice President 10 ECAT Procurement and Installation Final 5/14 EXHIBIT A SCOPE OF SERVICES, EQUIPMENT, SCHEDULE, FEES DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 EGE – Eagle County Regional Airport Modifications to Outbound Conveyor System March 22, 2019 Submitted by: DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 1 BAGGAGE HANDLING SYSTEMS ENGINEERING | MANUFACTURING | INSTALLATION Five Star Airport Alliance (FSAA) provides engineering, manufacturing and installation of baggage handling systems; from a single drive, to the complex integration of the latest TSA/EDS systems at airports of any size. We are the exclusive manufacturer of Horsley, G&T & BAE products with over 100 years of combined experience working for you. Horsley, G&T and BAE products are known for their robustness and their contribution to low life-cycle costing. We are proudly 100% owned and operated in the United States. Our Mission Five Star Airport Alliance is committed to working together to provide the highest quality systems, products and services to the aviation industry through our experience, innovation and integrity. Confidential Disclaimer: Information disclosed herein is the property of Five Star Airport Alliance (FSAA). Said information is furnished for evaluation purposes only and shall not be used or disclosed for any other purpose except as specified by contract between the recipient and FSAA. Duplication of any portion of this proposal shall include this legend. DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 2 BAGGAGE HANDLING SYSTEMS ENGINEERING | MANUFACTURING | INSTALLATION Base Price •$ 273,845 •(not including tax or bond) Proposal Basis FSAA’s proposal is based on the following information and documented correspondence: The project is located at the Eagle County Regional Airport Correspondence and Site Visit Scope of Work This proposal covers the Engineering, Manufacturing, Mechanical, Electrical and Controls installation of the modifications to the Conveyor Equipment for the Outbound Conveyor System at Eagle County Regional Airport. All new Equipment shall be manufactured and/or procured by Five Star Airport Alliance (FSAA). Payment Schedule All Invoices are Net 30; FSAA has the right to stop work if not paid in 60 days. FSAA does not accept a “paid if paid” clause as a corporate policy. Manifest  2 new queue conveyor frames/sub-assemblies  Relocation of 2 existing queue conveyors for proper interface height and length for new CT-80 tunnels (tunnels provided and installed by others)  Modification of merge conveyor sideguards to allow long bags to transition more easily  Relocation (as necessary) of electrical connections for BRP and queue conveyors at exit of new CT-80 tunnels  Programming of new conveyors to allow for long bags to be screened on CT3 and CT6 lines instead of diverting to CT1 and CT4. CT1 and CT4 will be used as overflow from CT3 and CT6 or used when dieback is not likely.  Mechanical, Electrical and Controls Installation  Painted Steel Side Shrouding for 2 new queues DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 3 BAGGAGE HANDLING SYSTEMS ENGINEERING | MANUFACTURING | INSTALLATION General Clarifications: 1. Pricing is good for 60 days 2. FSAA assumes “Open Flame Permits” can be obtained at no cost. 3. Unless we are on-site performing work, our Supervisor will attend progress meetings in person or via teleconference and when reasonably required. 4. Equipment deliveries shall be critical to the success of the project and therefore adequate/protected lay down space is required to be provided by the customer. 5. We shall accept liquidated damages to the extent of our direct cause of such impacts related to the imposition of Liquidated Damages with a cap of 10% of our contract value. 6. We request that indemnifications are mutual and governed by applicable laws of the state where work is performed. 7. BHS MCP's shall contain dry contacts for the termination of Fire and Security building systems. All conduit/wire associated with the fire and security building systems shall be provided & installed by others. 8. FSAA has assumed an adequate "area" will be provided by Contractor for FSAA personnel as a temporary laydown area for conveyor equipment staging and office/break room to be located within close proximity (±300 feet) of the conveyor work area. All portable office/break room (modular offices) and rest room facilities have been excluded from this proposal and if required, are to be provided by the Contractor 9. All work to be in accordance with FSAA's Safety Policies and Procedures and OSHA requirements. This proposal excludes any costs associated with a full-time dedicated site safety officer. 10. FSAA takes exception to the providing, movement, maneuvering, covering or protecting of any EDS equipment including ETD’s. We have also excluded any scheduling of our crews "around the installation" of any EDS equipment. 11. This work is being done based on a request from the airport in an attempt to resolve current throughput issues. There has not been an analysis or simulation performed to verify this work will remedy the current issues. FSAA cannot guarantee the effectiveness of this solution. General Inclusions: 1. Items included in the Manifest on page 2 of this proposal. 2. Based on discussions with TSA Representatives, only spot functional testing will occur for verification of modified sub-systems. DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 4 BAGGAGE HANDLING SYSTEMS ENGINEERING | MANUFACTURING | INSTALLATION General Exclusions: 1. It is understood that all concrete work shall be supplied by others. All core drilling for concrete and masonry penetrations, including analysis of structural impact, shall be performed by others. Concrete housekeeping pads for Motor Control Panels shall be provided by others. 2. Framing and/or Finishing of walls, wall openings or enclosures. 3. Temporary barricades & demising walls, if required, are by others. 4. If required, any outside or third party x-raying of floors, partitions, or ceilings are to be excluded. 5. Protection of finished flooring, if required, is not included. 6. Dumpsters shall be provided by others. 7. We offer this proposal on the basis of a mutual waiver of consequential damages. 8. Power feeds to BHS MCP Panels as indicated on bid drawings including PDP’s, emergency power and automatic transfer switches, if needed, is excluded from this proposal and is expected to be supplied by others. 9. Taxes are not included in this proposal. If a valid tax exemption certificate is not provided; taxes will be billed in addition on every invoice. 10. Bonding has not been included. If necessary please add 1.5%. DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 5 BAGGAGE HANDLING SYSTEMS ENGINEERING | MANUFACTURING | INSTALLATION DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 6 BAGGAGE HANDLING SYSTEMS ENGINEERING | MANUFACTURING | INSTALLATION Safety: Since 2009, FSAA is proudly one of only 13 companies in the State of Utah that holds the OSHA SHARP certification for our manufacturing facility. This designation must be reviewed and renewed every three years. It involves a detailed shop safety inspection by OSHA and shows a proactive approach to continued safety for the organization. For on-site activities, each FSAA Site Superintendent is OSHA 30 certified. They conduct weekly safety topic meetings for all subcontractors and employees on site. All of our employees and subcontractors are required to go through initial and on-going safety training. FSAA – has a complete Safety program, Zero OSHA Citations, employs a full time Safety Director and conducts regular safety trainings. Five Star Airport Alliance has also been designated and certified as a Qualified Anti-Terrorism Technology (QATT) under the SAFETY Act by the U.S. Department of Homeland Security since 2008. The QATT is technology designed, developed, modified, procured or sold for the purpose of preventing, detecting, identifying or deterring acts of terrorism. DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 7 BAGGAGE HANDLING SYSTEMS ENGINEERING | MANUFACTURING | INSTALLATION FSAA TEAM: Project Management FSAA will assign a project manager to this project. This project manager will be responsible for updates of FSAA reports, schedules, change requests and documentation. In general, the project manager’s responsibility is to manage and coordinate the entire scope of work performed under this proposal. We have not accounted for an on-site full-time, dedicated Project Manager for the overall duration of this project as this would be an unnecessary expense. Site Supervisor FSAA will have a Site Supervisor on staff to supervise all Mechanical and Electrical Installation. This proposal does not include a dedicated safety or quality manager on site; however, FSAA Superintendents receive OSHA 30 training. Our Supervisor will attend progress meetings via teleconference or in person when reasonably required. DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 11 ECAT Procurement and Installation Final 5/14 EXHIBIT B INSURANCE CERTIFICATES DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $AUTOS (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2014/01) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Cincinnati Insurance Company Travelers Property Casualty Co. of Am WCF Mutual Insurance Company Advantage Workers Compensation Ins Co. Lloyds of London 3/11/2019 Moreton & Company - Utah P.O. Box 58139 Salt Lake City, UT 84158-0139 801 531-1234 Lisa Sorensen 801 531-1234 801-531-6117 lsorensen@moreton.com Five Star Airport Alliance 1630 South 4800 West, Ste. D Salt Lake City, UT 84104 10677 25674 10033 40517 A X X ENP0506997 10/01/2018 10/01/2019 1,000,000 500,000 10,000 1,000,000 2,000,000 2,000,000 A X X X ENP0506997 10/01/2018 10/01/2019 1,000,000 B X X ZUP41N0178118NF 10/01/2018 10/01/2019 15,000,000 15,000,000 C N 4002556 10/01/2018 10/01/2019 X 1,000,000 1,000,000 1,000,000 E Professional E&O B0621PFIVE000218 10/01/2018 10/01/2019 $2,000,000 Ea. Claim $2,000,000 Aggregate $50,000 Ded Eagle County Air Terminal (ECAT) Corporation, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are Additional Insureds under the commercial general liability and automobile liability policies of insurance. Eagle County Air Terminal (ECAT) Corporation PO Box 850 Eagle, CO 81631 1 of 1 #S1137102/M1091453 FIVESTA3Client#: 13489 LAUDO 1 of 1 #S1137102/M1091453 DocuSign Envelope ID: 4E73DE39-0B97-4630-B0FA-B08F117621E9