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HomeMy WebLinkAboutECAT24-03 Skycon Inc.AGREEMENT FOR ON-CALL SERVICES, PREVENTATIVE MAINTENANCE, AND PROCUREMENT AND INSTALLATION BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND SKYCON, INC. THIS AGREEMENT (“Agreement”) is effective as of the ____________ by and between Skycon, Inc., a Utah Corporation (hereinafter “Contractor”), and Eagle County Air Terminal Corporation, a Colorado non-profit corporation (hereinafter “ECAT”). RECITALS WHEREAS, ECAT desires to engage a contractor to provide preventative maintenance and on- call services to passenger boarding bridges and for the procurement and installation of trunnion pins for passenger boarding bridges at the Eagle County Air Terminal located at 217 Eldon Wilson Road, Gypsum, Colorado 81637 (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 preventative maintenance as set forth in Exhibit A, 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. Contractor further agrees to diligently provide all services, labor, personnel, and materials necessary to perform procurement and installation of trunnion pins as set forth in Exhibit B (collectively, the services identified in Exhibit A and Exhibit B are defined as “Services” or “Work”). Exhibit A and Exhibit B are both attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 2/27/2024 2 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 or Exhibit B 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 December, 2027. 4. Extension or Modification. This Agreement may be extended for up to two additional one-year terms upon written agreement of the parties. The preventative maintenance fee schedule identified in Exhibit A is subject to a 3% increase at time of extension. 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 performance of the Services in accordance with the fee schedule set forth in Exhibit A and Exhibit B. 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 DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 3 in Exhibit A and Exhibit B. On-call services identified in Exhibit A shall not exceed $180,000.00. Preventative maintenance on passenger boarding bridges will be performed every 3 months at $10,000 per trip. Trunnion Pin Procurement services identified in Exhibit B shall not exceed $21,200.00. Total compensation for all Services under this Agreement shall not exceed $ 321,200.00. 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: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 4 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, and 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 C. 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 DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 5 provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. Contractor is obligated to pay all federal and state income tax on any monies paid pursuant to this Agreement. 8. Indemnification. 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. 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 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: 970-471-2583 E-mail: koltin.howardtalbott@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 6 Telephone: 970-328-8685 E-mail: atty@eaglecounty.us CONTRACTOR: Skycon, Inc. Attention: Ashley Woolstenhulme 30992 Old Lincoln Hwy Coalville, UT 84017 Telephone: 801-319-2005 Email: ashley@skyconpbb.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 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. DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 7 b. Contractor will make, or cause to be made, examinations, investigations, and tests as it 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, including, but not limited to, the contract provisions required by the Federal Aviation Administration attached hereto as Exhibit D and incorporated herein by reference. 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. DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 8 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. 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. [Remainder of Page Intentionally Left Blank] DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 9 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY AIR TERMINAL CORPORATION By: _____________________________ Matt Scherr, President Attest: By: __________________ Jeff Shroll, Secretary CONTRACTOR: By: ______________________________ Print Name: ________________________ Title: ______________________________ DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 Ashley Woolstenhulme President 10 EXHIBIT A ON-CALL SERVICES FEE SCHEDULE DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 Project Title:Mailing Address: Eagle County Regional Airport Project/Company Leader:Phone No.: 970.471.6279 Project Contract:Email: wallace.oliveira@eaglecounty.us QUOTE #QUOTE DATE PAYMENT TERMS PM-EGE-2024 REV 1 1/3/2024 Net 30 PROJECT SUMMARY RESOURCES NEEDED BY OTHERS Signature: Printed Name: Position:Date: Annual Maintenance iAnnual Preventative Maintenance and Call out Service provided for 4 PBB's. nspection for PBB 1 Wallace Oliveira - 2 Quarterly Services per year/ PBB - 1 Bi Annual Service per year / PBB - 1 Annual Serice per year/PBB Cost per PBB/Year: $ 10,000.00 Emergency Call outs and all Onsite work will be billed @ $107.50/HR for daytime Hrs, OT will be billed at $128.00/HR Emergency Mobilizations and all Parts will be billed cost plus 15% SKYCON will provide all equipment and supplies needed to perform the PM's with documentaion, SKYCON will need to be badged and have access to the PBB's on the ramp. SKYCON will not be washing or painting PBB's. SKYCON will respond in 24Hrs to all emergency call outs. SKYCON will provide 24Hr Phone support at no additional costs. DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 11 EXHIBIT B TRUNNION PIN PROCUREMENT & INSTALLATION FEE SCHEDULE DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 Ei.KVCON� TO: EAGLE COUNTY AIRPORT Attention: Wally Oliveira 217 Eldon Wilson Rd Gypsum, CO 81637 Phone (970) 328-3573 QUOTE NO.: 23-010 DATE: 3/14/2023 QUANTITY DESCRIPTION EAGLE COUNTY AIRPORT Deficiency Pricing 1.00 MOBILIZATION: Gate 1 1.00 Optional• Upgrade Trunnion Pins Gate 2 1.00 Optional• Upgrade Trunnion Pins Gate 3 1.00 Optional• Upgrade Trunnion Pins 1.00 Touch-up Paint Vertical Drive Motors & Horizontal Motors Gate 4 1.00 Optional· Upgrade Trunnion Pins 1.00 Replace outer CAB Ribbed Rubber 1.00 Rotunda Weathering Kit 1.00 PCA Repair • Oil and Recharge for Compressor, Troubleshoot and diagnose PCA THANKS QUOTE PO Number UNIT PRICE s 2,500.00 s 5,300.00 s 5,300.00 s 5,300.00 s 470.00 s 5,300.00 s 4,300.00 s 3,420.00 s 3,200.00 SUBTOTAL PAYMENTS/ CREDITS SALES TAX TOTAL Terms Net 30 LINE TOTAL s 2,500.00 s 5,300.00 s 5,300.00 s 5,300.00 s 470.00 s 5,300.00 s 4,300.00 s 3,420.00 s 3,200.00 s 21,200.00 s s s 21,200.00 DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 12 EXHIBIT C INSURANCE CERTIFICATE DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 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 9/21/2023 (801) 451-8300 (801) 451-8318 15377 Skycon, Inc. P.O. Box 157 Coalville, UT 84017 10033 40517 13037 A 1,000,000 CPP 1062961 12 9/27/2023 9/27/2024 100,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A CPP 1062171 11 9/27/2023 9/27/2024 5,000,000A UMB 1010278 11 9/27/2023 9/27/2024 5,000,000 10,000 B 2943525 9/27/2023 9/27/2024 1,000,000 1,000,000 1,000,000 C Work Comp - NV 3030958 9/27/2023 1,000,000 D Excess Liability CSU0217486 9/27/2023 9/27/2024 4,000,000 Overview of Insurance Coverages. Eagle County Air Terminal Corp. PO Box 850 Eagle CO 81631 SKYCINC-01 JTHAYNE Insur-West, Inc PO BOX 977 Farmington, UT 84025 Western National Mutual Insurance Company WCF Mutual Insurance Company WCF National Insurance Company Cincinnati Specialty Underwriters Insurance Company X 9/27/2024 X X X X X X X X X DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 13 EXHIBIT D CIVIL RIGHTS NON-DISCRIMINATION 1. COMPANY agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If COMPANY transfers its obligation to another, the transferee is obligated in the same manner as COMPANY. This provision obligates COMPANY for the period during which the property is used or possessed by COMPANY and the Airport remains obligated to the FAA. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. 2. During the performance of this Agreement, COMPANY for itself, its assignees, and successors in interest, agrees to comply with the following non-discrimination statutes and authorities: A. Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); B. 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); C. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); D. Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; E. The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); F. Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); G. The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 14 programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); H. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; I. The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); L. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). 3. COMPANY, including personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that COMPANY will use the premises in compliance with all other requirements imposed by or pursuant to the list of non-discrimination acts and authorities, as enumerated in the preceding subsection. In the event of breach of any of the above nondiscrimination covenants, COUNTY DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 15 will have the right to terminate this Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if the Agreement had never been made or issued. 4. During the performance of this Agreement, COMPANY, for itself, its assignees, and successors in interest, agrees as follows: A. Compliance with Regulations: COMPANY (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Nondiscrimination: COMPANY, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. COMPANY will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. C. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by COMPANY for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by COMPANY of contractor’s obligations under this Agreement and the Nondiscrimination Acts and Authorities. D. Information and Reports: COMPANY will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by COUNTY or the FAA to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, COMPANY will so certify to COUNTY or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104 16 E. Sanctions for Noncompliance: In the event of COMPANY’S noncompliance with the non-discrimination provisions of this Agreement, COUNTY will impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to, cancelling, terminating, or suspending this Agreement, in whole or in part. F. Incorporation of Provisions: COMPANY will include the provisions of this subsection in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. COMPANY will take action with respect to any subcontract or procurement as COUNTY or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if COMPANY becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, COMPANY may request COUNTY to enter into any litigation to protect the interests of COUNTY. In addition, COMPANY may request the United States to enter into the litigation to protect the interests of the United States. DocuSign Envelope ID: 7E5B83D5-BB42-4F2A-AD43-441FBBBF1104