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HomeMy WebLinkAboutECAT22-003 Skyline MechanicalAGREEMENT FOR ON-CALL SERVICES BETWEEN EAGLE COUNTYAIR TERMINAL CORPORATION AND SKYLINE MECHANICAL INC. THIS AGREEMENT (“Agreement”) is effective as of ___________________ by and between Skyline Mechanical Inc. a Colorado Corporation (hereinafter “Contractor”) and Eagle County Air Terminal Corporation, a Colorado non-profit corporation (hereinafter “ECAT”). RECITALS WHEREAS, ECAT desires to utilize the Contractor for on-call mechanical and HVAC services and preventative maintenance services at the Eagle County Air Terminal located at 217 Eldon Wilson Road, Gypsum, Colorado (the “Property” or “Properties”); 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 Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and ECAT in connection with the 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 diligently provide all services, labor, personnel and materials necessary to perform and complete preventative maintenance and on-call services or work at the rates set forth in Exhibit A and in accordance with a formal proposal for each on-call service to be provided by Contractor and approved by ECAT in writing (“Services” or “Work”). Exhibit A 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 in accordance with the schedule established in each proposal approved by ECAT in writing. If no completion date is specified, 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. 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 31st day of March, 2023. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 3/29/2022 2 ECAT On-Call Services Final 5/14 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 performance of the Services in accordance with the fee schedule set forth in Exhibit A. Prior to commencement of Services at any Property or Properties, Contractor shall first provide ECAT with a written estimate which shall include an estimate of the labor, materials without any markup and any additional costs necessary to perform the Services at a particular Property or Properties. Each estimate must be approved by ECAT’s Representative prior to commencement of the Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Preventative maintenance on terminal HVAC/mechanical equipment will be provided quarterly for a total annual amount of $24,885.00. Total compensation for all Services under this Agreement shall not exceed $75,000.00. 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 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 Services for which payment was made were not 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 perform the Services 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 cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 3 ECAT On-Call Services Final 5/14 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 the 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 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. DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 4 ECAT On-Call Services Final 5/14 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 the ECAT and are to be delivered to ECAT before final payment is made to Contractor or upon earlier termination of this Agreement. 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. ECAT : Attention: Koltin Howard-Talbott 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3573 E-mail: koltin.howardtalbott@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: Justin Nielsen Skyline Mechanical INC Telephone: 970-524-6809 E-mail: justin@skylinemechanical.com 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 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 DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 5 ECAT On-Call Services Final 5/14 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 nature and extent of the Services to be provided hereunder and the Property or Properties, 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 the 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 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 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. g. 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. h. 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. i. 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. j. 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. DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 6 ECAT On-Call Services Final 5/14 k. 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. l. 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. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the 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. o. 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. DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 7 ECAT On-Call Services Final 5/14 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 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 County as required by law. g. ECAT will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. 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: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 Justin Nielson President 8 ECAT On-Call Services Final 5/14 EXHIBIT A Fee Schedule DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 Maintenance Agreement P.O. Box 1258 16 Alpine Ranch Road Gypsum, Co. 81637 970-524-6809 Fax 970-524-6810 www.skylinemechanical.com Eagle County Airport Terminal 217 Eldon Wilson Rd. Contact Person – Wally Oliveria wallace.oliveira@eaglecounty.us 970-471-6279 Skyline Mechanical Inc. agrees to provide the services described in the attached schedules in accordance with the following terms and conditions: Services Provided: T&I Test and Inspect QPM Quality Preventive Maintenance Terms and Payment This Service Agreement shall begin on the 1st day of October 2021, (the month following the month signed by The Customer below) and shall continue for a period of 2 years and from year to year thereafter until terminated. Either party may terminate this agreement upon thirty days prior written notice. If customer terminates this agreement prior to full term, customer will pay for all services rendered to date at SMI standard pricing structures or full-term agreement price, whichever is less. (Monies paid to that date would be credited against the final bill). The agreement price shall be reviewed after the second year to determine if changes in site conditions, materials provided, equipment serviced, cost of living, etc. would require an adjustment to the agreement price. Skyline Mechanical Inc. agrees to furnish the services as described in this agreement for the Annual sum of: Twenty-Four Thousand Eight Hundred Eighty-Five Dollars & 00/100s ($24,885.00) or paid quarterly for the sum of Six Thousand Two Hundred Twenty-One Dollars & 25/100s ($6,221.25). In addition to the annual agreement amount, the customer shall pay any present taxes or governmental charges with regard to the transfer, use, or ownership or possession of the equipment covered by this agreement. Payment will be made within 30 days of invoice date. This proposal, including the attached pages, general conditions, and attachments constitutes the entire agreement and shall become a valid agreement after customer acceptance and credit approval by Skyline Mechanical Inc. This agreement supersedes all prior presentations and agreements not incorporated herein. This Proposal is valid through October 29th, 2021. Signatures: Submitted for This agreement is accepted Skyline Mechanical Inc. By: Jesse Meryhew By: ____________________________ Title: Service Manager Title:___________________________ Signature: Signature: Date: Date: Services to be provided at the following location(s): 217 Eldon Wilson Road Gypsum, CO 81632 Date Submitted: 2/1/2021 OFFICE USE Skyline Mechanical Inc. Proposal Number: JM - 0221 P.O. Box 1258, Gypsum, Co. 81637 Agreement Version 1/01/2020 Phone: (970) 524-6809 FAX: (970) 524-6810 DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 SERVICES AGREEMENT I. SCHEDULED MAINTENANCE – (4) PLANNED VISITS – see equipment list for coverage specifications 1. Trained technicians are available to conduct the necessary tasks to ensure that your equipment is properly maintained. 2. Each scheduled call has a specific set of tasks detailing exactly what needs to be performed and what special skills, tools or instruments are required (specific samples of which are included in this proposal) 3. Maintenance intervals will be determined by our experience, manufacturers’ recommendations, usage, location, customer specifications / requests, and run-time intervals unless otherwise noted. 4. A service report will be completed after each call and provided to the customer. II. REPAIR SERVICES PREFERRED CUSTOMER RATE If in the course of a service call and or inspection, it is determined that a preventive maintenance item(s), a repair(s) to the covered system or a replacement of a component(s) within the system would be beneficial, the following Preferred Customer Rate has been elected. The Customer will be advised of the needed preventive maintenance item(s), repair(s) to the covered system or a replacement of a component(s) within the system. Subject to approval by an authorized agent of the customer, work will be performed at a discounted labor rate. The Customer will also have priority over non-agreement customers when service calls are placed. Preferred Customer Rate is 10% off all service repairs. III. PROGRAM SPECIFICATIONS: T&I Test and Inspect: (Reactive) Identifies needed preventive maintenance items to the customer for approval to be billed at an additional fee. Best suited for customers with a higher tolerance for un-budgeted repairs, un-scheduled down time and higher energy costs. QPM Quality Preventive Maintenance: (Preventive) Preventing or slowing the course of excessive wear by using the maintenance plan©. Best suited for customers with a need for increased up time, reduced un-budgeted repairs, reduced un-scheduled down time and reduced energy costs. DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 GENERAL CONDITIONS IV. 1.This agreement applies only to equipment installed prior to effective date of this agreement and as described in this agreement. Normal working hours (8 a.m. to 4 p.m.; Monday through Friday, excluding holidays) will apply to all services, unless otherwise stated, including major repairs performed under this agreement. 2.It is agreed that the customer shall provide reasonable means of access to all devices which are to be maintained. Normal operation such as starting, stopping and resetting of the listed equipment is not included in this program. However, Skyline Mechanical Inc. shall be permitted to start and stop all primary equipment incidental to the operation of the mechanical system. 3.If the system is modified, changed or altered, or if any equipment is added, or if the system is removed within the premises or to other premises, Skyline Mechanical Inc., at its sole option, reserves the right to terminate or re-negotiate this agreement based on the condition of the system after the changes have been made. 4.It is agreed that the agreement price shall be adjusted yearly; such adjustments shall be consistent with current labor and material costs. This agreement may be terminated after its initial term on the anniversary of its effective date by either party by giving written notice a minimum of 30 days prior to the that anniversary date. 5.Skyline Mechanical Inc. shall not, under any circumstances, be liable for injury to persons or damage to property unless such injury or damage is caused by a negligent act of omission or commission by Skyline Mechanical Inc’s agents, employees or subcontractors. 6.Skyline Mechanical Inc. and Customer assume the non-occurrence of the following contingencies which, without limitation, might render performance by SMI impractical: strikes, fires, war, late or non-delivery by suppliers of SMI, and all other contingencies beyond the reasonable control of SMI. Under no circumstances shall SMI be liable for any special or consequential damages whether based upon lost goodwill, lost resale profits, work stoppage, impairment of other goods or otherwise and whether arising out of breach of warranty, breach of agreement, negligence or otherwise, (unless such negligence is directly caused by SMI) except only in the case of personal injury where applicable law requires such liability. 7.The Customer shall pay Skyline Mechanical Inc., in addition to the agreement price, the amount of all present and future taxes or any other government charge now or hereafter imposed by existent or future laws with respect to the transfer, use, ownership or possession of equipment to which this agreement relates, exclusive of ordinary personal property taxes assessed against SMI. 8.It is agreed that the customer shall assume responsibility and pay extra for all service and material required due to electrical power failure, low voltage, burned out main or branch fuses, low water pressure, corrosion or lightning strikes. 9.The customer is responsible for the addition of any items of equipment or performance of any safety test or corrections in design as recommended or required by insurance companies, government, state, municipalities or other authorities. 10.The customer is responsible for the indoor air quality of their facility. This includes all humidity controls, set points, and indoor humidity levels. 11.In the event Skyline Mechanical Inc. is required to make any repairs and/or replacement and/or emergency calls occasioned by improper operation or misuse of equipment covered by this agreement or any cause beyond SMI’s control, the customer shall reimburse SMI for expenses incurred in making repairs and/or replacements and/or emergency calls in accordance with the established rate for performing such service such as calls for thermostat setting, air balancing or equipment resetting. 12.If equipment becomes non-repairable due to unavailability of replacement parts, Skyline Mechanical Inc., at its option, may remove the equipment from the agreement and will not be required to maintain or service such equipment as a part of this agreement. However, SMI will assist the owner in replacing the equipment at prevailing service rates. 13.Skyline Mechanical Inc. reserves the right to discontinue this maintenance service agreement at any time, without notice, unless all payments under this agreement shall have been made as agreed. DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 Maintenance Schedule Equipment Equipment Location Fall Tasks Winter Tasks Spring Tasks Summer Tasks FCU - 1-11 Terminal Change Filters Test Blower Motors Inspect Coils Clean Heating Coil Inspect and Test Controls Test and Inspect Safeties Change Filters Change Filters Test Blower Motors Inspect Coils Clean Evap Coils Inspect and Test Controls Test and Inspect Safeties Change Filter Condenser - 1-2 Terminal Bag Land (outdoor)NA NA Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Clean Coils Hydronic Unit/Floor Heaters Terminal Addition Test Condenser Fan Motor Clean Heat Exchanger Test and Inspect Controls Check Temperatures Test and Inspect Safeties NA NA NA CO/NOx Detectors 1 -6 Bag Land NA NA NA Test and Inspect Emissions Controls Calibrate Controls VAV - 1-20 Terminal Addition Test VAV Operation Clean VAV Inspect & Clean Reheat NA Test VAV Operation Clean VAV NA RTU - 1-6 Terminal Addition Roof Change Filters Test Blower Motors Inspect Coils Clean Evap Coil Test Combustion Test Gas Pressure Inspect Flue Piping Inspect and Test Controls Test and Inspect Safeties Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Change Filters Change Filters Test Blower Motors Inspect Coils Clean Evap Coil Test Combustion Test Gas Pressure Inspect Flue Piping Inspect and Test Controls Test and Inspect Safeties Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Change Filters DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 Maintenance Schedule Equipment Equipment Location Fall Tasks Winter Tasks Spring Tasks Summer Tasks RTU - 1 Terminal Roof (UA Office) Change Filters Test Blower Motors Inspect Coils Clean Evap Coil Test Combustion Test Gas Pressure Inspect Flue Piping Inspect and Test Controls Test and Inspect Safeties Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Change Filters Change Filters Test Blower Motors Inspect Coils Clean Evap Coil Test Combustion Test Gas Pressure Inspect Flue Piping Inspect and Test Controls Test and Inspect Safeties Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Change Filters Make Up Air Units 1-4 Bag Land Roof Change Filters Test Blower Motors Inspect Coils Inspect Heat Exchanger Test Combustion Test Gas Pressure Inspect Flue Piping Inspect and Test Controls Test and Inspect Safeties Change Filters Change Filters Test Blower Motors Inspect Coils Inspect Heat Exchanger Test Combustion Test Gas Pressure Inspect Flue Piping Inspect and Test Controls Test and Inspect Safeties Change Filter Mini Split AC Systems 1-9 Terminal AV Rooms TSA Office INDOOR UNIT Clean Filters Test Blower Motors Clean Evap Coil Test Controls AT OUTDOOR UNIT Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Clean Filters INDOOR UNIT Clean Filters Test Blower Motors Clean Evap Coil Test Controls AT OUTDOOR UNIT Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Clean Filters DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 Maintenance Schedule Equipment Equipment Location Fall Tasks Winter Tasks Spring Tasks Summer Tasks Boiler 1-2 Terminal Addition Boiler Room Clean Heat Exchanger Test Glycol Percentage Test System Fluid TDS Test and Inspect Pumps Test and Inspect Combust Fan Test Combustion Inspect Condensate Neutralizer Media Test and Inspect Controls Test and Inspect Safeties Inspect Flue Piping NA NA NA Boiler 1-4 Terminal Boiler Room Clean Heat Exchanger Test Glycol Percentage Test System Fluid TDS Test and Inspect Pumps Test and Inspect Combust Fan Test Combustion Inspect Condensate Neutralizer Media Test and Inspect Controls Test and Inspect Safeties Inspect Flue Piping NA NA NA Air Handler Airport Tower 6th Floor Change Filters Test Blower Motors Inspect Coils Inspect and Test Controls Test and Inspect Safeties Change Filter Change Filters Test Blower Motors Inspect Coils Inspect and Test Controls Test and Inspect Safeties Change filter Liebert Package Unit Security Cooling Change Filters Test Blower Motors Inspect Coils Inspect and Test Controls Test and Inspect Safeties Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Change Filters Change Filters Test Blower Motors Inspect Coils Inspect and Test Controls Test and Inspect Safeties Test and Inspect Condenser Compressor Test Compressor Amps Inspect Condenser Fan Test Condenser Fan Motor Clean Condenser Coil Test and Inspect Condenser Controls Check Condenser Temperatures Test and Inspect Safeties Change Filters Tube Heaters Sky Cap Maintenance Shop Test Exhaust Blower Motors Inspect Ignition System Inspect Heat Exchanger Test Combustion Test Gas Pressure Inspect Flue Piping Inspect and Test Controls Test and Inspect Safeties NA NA NA DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 Maintenance Schedule Equipment Equipment Location Fall Tasks Winter Tasks Spring Tasks Summer Tasks Water Heater Boiler Mech Room Maintenance Shop NA Test Combustion Test and Inspect Controls Test and Inspect Safeties Verify Water Temp Inspect Flue Piping NA NA Unit Heater Sky Cap Test Blower Motors Inspect Coils Inspect & Clean Heat Exchanger Test Combustion Test Gas Pressure Inspect Flue Piping Inspect and Test Controls Test and Inspect Safeties NA NA NA Pumps Boiler Mech Room Test Amperage Test Pump Controls Verify Pump Flow (Snowmelt Pumps)NA Test Amperage Test Pump Controls Verify Pump Flow (Chiller Pumps)NA DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 9 ECAT On-Call Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATES DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD 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) 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 EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (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 LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/10/2022 (970) 945-9111 (970) 945-2350 10677 Skyline Mechanical, Inc Justin & Shelli Nielsen PO Box 1258 Gypsum, CO 81637 41190 10172 A 1,000,000 X EPP0154141 7/1/2021 7/1/2022 500,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A X EPP0154141 7/1/2021 7/1/2022 2,000,000A EPP0154141 7/1/2021 7/1/2022 0 2,000,000 B 4012909 8/1/2021 8/1/2022 1,000,000 1,000,000 1,000,000 A Professional Liabili EPP0154141 7/1/2021 C Pollution G7115824A004 7/1/2021 7/1/2022 Certificate holder is included as Additional Insured with regard to General Liability & Business Auto and ongoing operations of the insured as required by contract. Eagle County Air Terminal Corporation PO Box 850 Eagle, CO 81631 SKYLMEC-01 MELISSAA Mountain West Insurance - Glenwood 201 Centennial St 4th Floor Glenwood Springs, CO 81601 Cincinnati Insurance Company Pinnacol Assurance Westchester Surplus Lines Insurance Company 1 Aggregate 7/1/2022 X X X X X X X DocuSign Envelope ID: A471E0B8-75C3-4DCD-8AA3-7533E0309E27