HomeMy WebLinkAboutECAT24-04 Wagner EquipmentAGREEMENT FOR ON-CALL SERVICES AND PREVENTATIVE MAINTENANCE SERVICES BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND WAGNER EQUIPMENT CO THIS AGREEMENT (“Agreement”) is effective as of the _________________ by and between Wagner Equipment Co, a Colorado 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 emergency generators at Eagle County Regional Airport located at 217 Eldon Wilson Road, Gypsum, Colorado (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 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 the 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 (“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. DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 3/12/2024 2 ECAT On-Call Services Final 01/10/2023 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 31 day of December, 2026. 4. Extension or Modification. This Agreement may be extended for up to two additional one year terms upon written agreement of the parties. 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. 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 the Property. 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. On-call services shall not exceed $40,000.00. Preventative maintenance on generators will be performed at the fee schedule set forth in Exhibit A and shall not exceed $45,220.00. Total compensation for all Services under this Agreement shall not exceed $85,220.00. 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. DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 3 ECAT On-Call Services Final 01/10/2023 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. 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. DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 4 ECAT On-Call Services Final 01/10/2023 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 DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 5 ECAT On-Call Services Final 01/10/2023 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: Eagle County, Colorado 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 Telephone: 970-328-8685 E-mail: atty@eaglecounty.us CONTRACTOR: Wagner Equipment Co. Attention: MaSharon Greer 18000 Smith Rd Aurora, Colorado, 81505 Telephone: 303-739-3286 DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 6 ECAT On-Call Services Final 01/10/2023 Email: mgreer@wagnerequipment.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. 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. DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 7 ECAT On-Call Services Final 01/10/2023 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 C 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. 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 DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 8 ECAT On-Call Services Final 01/10/2023 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. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 9 ECAT On-Call Services Final 01/10/2023 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:______________________________ Name:____________________________ Title: _____________________________ DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 Risk Manager MaSharon Greer 10 ECAT On-Call Services Final 01/10/2023 EXHIBIT A Fee Schedule DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 Quote Issued Date:12/18/23 STANDBY PREVENTIVE MAINTENANCE Customer Value Agreement (CVA) Quote #79146.1 Wagner Power Systems,Customer Value Agreement (CVA),herein referred to as "Agreement"for new and used equipment is an important part of Caterpillar's continuing effort to provide OEM equipment owners with superior value and product support.This Agreement provides the owner reasonable assurance that the reliability and productivity of your equipment is maintained and unexpected repair cost is minimized.This Agreement allows you to do what you do best and focus on your core business while Wagner provides expert product support services on your equipment. Additional customer benefits: *FACTORY-TRAINED TECHNICIANS ..................Experienced technicians keep pace with advances in equipment technology. *MAINTENANCE HISTORY &SCHEDULING ........Maintenance support staff utilize computerized scheduling &monitoring system. *GUARANTEED QUALITY ...................................Cat diagnostic tools,fluids &filters assure consistent product quality and results. *EPA COMPLIANCE ............................................Properly dispose of used fluids and filters in compliance with local &federal laws. *SAVINGS .........................................................Avoid overhead on maintenance vehicles,insurance or unemployment compensation;minimize costly downtime; repair before failure;increase your productivity;extend your equipment life and get maximum performance and resale benefits. COMPANY NAME:EAGLE COUNTY REGIONAL AIRPOR -29415 ACCOUNT NO:29415 COMPANY ADDRESS:PO BOX 0850 SITE:Eagle County Airport -ECAT CITY:EAGLE SITE ADDRESS:217 Eldon Wilson Rd STATE:CO ZIP:81631 0850 CITY:Gypsum CONTACT NAME:Walley Oliveira STATE:CO ZIP:81637 CONTACT E-MAIL:wallace.oliveira@eaglecounty.us PSSR NAME:Patrick J.Smith CONTACT PHONE:970-471-6279 PSSR PHONE:970-270-0583 MAKE /MODEL ENGINE SERIAL NO.START HOURS START DATE TERM Type Caterpillar /C13 0LGK03694 1438 1/1/2024 36 Month Renewal Unit $Qty Total $Frequency Planned Dates of Maintenance PM 1 $1,840.00 3 $5,520.00 Yearly March 2024,2025,2026 PM 2 $3,210.00 2 $6,420.00 Yearly September 2024,2026 PM 3 $4,538.00 1 $4,538.00 Every 3 Years September 2025 Load Bank Test $2,400.00 3 $7,200.00 Yearly September 2024,2025,2026 Grand Total:$23,678.00 Volts Kilowatts Cable Length (ft) 480 600 SPECIAL INSTRUCTIONS: 2 Hour load bank test quoted.(4 hours travel,2 hours set up /take down,2 hour run) Standard Labor Rate (Non-PM Agreement)2024 Reg Time (Mon-Fri 7:00 am to 5:00PM)$238.00 Hr OT (Other Hours and Sat)$278.00 Hr Premium Time (Sunday and Holiday's)$318.00 Hr Any non Customer Value Agreement maintenance repairs will be billed at Time &Material at the current Wagner Power Systems rate,and are subject to customer approval. Pricing is subject to change based on manufacturer changes to cost and availability. Tax and/or environmental charges should they apply are not included in above rate.Price Is Per Unit,Per Visit Including Parts,Labor and Travel SERVICE PROVIDED: 1.Perform the indicated maintenance per the scope of work for that maintenance. 2.Provide written Preventive Maintenance and fluids analysis reports and estimate(s)for any corrective action. 3.Provide computerized maintenance scheduling system and a contact person to coordinate the efficient scheduling of work. 4.Maintain service records of all Preventive Maintenance including fluid analysis. Customer Signature:Date: PSSR Signature:Date: Service Manager Signature:Date: DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 Quote Issued Date:12/18/23 STANDBY PREVENTIVE MAINTENANCE Customer Value Agreement (CVA) Quote #84645.1 Wagner Power Systems,Customer Value Agreement (CVA),herein referred to as "Agreement"for new and used equipment is an important part of Caterpillar's continuing effort to provide OEM equipment owners with superior value and product support.This Agreement provides the owner reasonable assurance that the reliability and productivity of your equipment is maintained and unexpected repair cost is minimized.This Agreement allows you to do what you do best and focus on your core business while Wagner provides expert product support services on your equipment. Additional customer benefits: *FACTORY-TRAINED TECHNICIANS ..................Experienced technicians keep pace with advances in equipment technology. *MAINTENANCE HISTORY &SCHEDULING ........Maintenance support staff utilize computerized scheduling &monitoring system. *GUARANTEED QUALITY ...................................Cat diagnostic tools,fluids &filters assure consistent product quality and results. *EPA COMPLIANCE ............................................Properly dispose of used fluids and filters in compliance with local &federal laws. *SAVINGS .........................................................Avoid overhead on maintenance vehicles,insurance or unemployment compensation;minimize costly downtime; repair before failure;increase your productivity;extend your equipment life and get maximum performance and resale benefits. COMPANY NAME:EAGLE COUNTY REGIONAL AIRPOR -29415 ACCOUNT NO:29415 COMPANY ADDRESS:PO BOX 0850 SITE:Eagle County Airport -ECAT CITY:EAGLE SITE ADDRESS:217 Eldon Wilson Rd STATE:CO ZIP:81631 0850 CITY:Gypsum CONTACT NAME:Walley Oliveira STATE:CO ZIP:81637 CONTACT E-MAIL:wallace.oliveira@eaglecounty.us PSSR NAME:Patrick J.Smith CONTACT PHONE:970-471-6279 PSSR PHONE:970-270-0583 MAKE /MODEL ENGINE SERIAL NO.START HOURS START DATE TERM Type Cummins /DFEJ-761029 G090017992 401 1/1/2024 36 Month Renewal Unit $Qty Total $Frequency Planned Dates of Maintenance PM 1 $1,750.00 3 $5,250.00 Yearly March 2024,2025,2026 PM 2 $2,222.00 2 $4,444.00 Yearly September 2024,2026 PM 3 $4,648.00 1 $4,648.00 Every 3 Years September 2025 Load Bank Test $2,400.00 3 $7,200.00 Yearly September 2024,2025,2026 Grand Total:$21,542.00 Volts Kilowatts Cable Length (ft) 480 600 SPECIAL INSTRUCTIONS: 2 Hour load bank test quoted.(4 hours travel,2 hours set up /take down,2 hour run) Standard Labor Rate (Non-PM Agreement)2024 Reg Time (Mon-Fri 7:00 am to 5:00PM)$238.00 Hr OT (Other Hours and Sat)$278.00 Hr Premium Time (Sunday and Holiday's)$318.00 Hr Any non Customer Value Agreement maintenance repairs will be billed at Time &Material at the current Wagner Power Systems rate,and are subject to customer approval. Pricing is subject to change based on manufacturer changes to cost and availability. Tax and/or environmental charges should they apply are not included in above rate.Price Is Per Unit,Per Visit Including Parts,Labor and Travel SERVICE PROVIDED: 1.Perform the indicated maintenance per the scope of work for that maintenance. 2.Provide written Preventive Maintenance and fluids analysis reports and estimate(s)for any corrective action. 3.Provide computerized maintenance scheduling system and a contact person to coordinate the efficient scheduling of work. 4.Maintain service records of all Preventive Maintenance including fluid analysis. Customer Signature:Date: PSSR Signature:Date: Service Manager Signature:Date: DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 11 ECAT On-Call Services Final 01/10/2023 EXHIBIT B INSURANCE CERTIFICATES DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 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 OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $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 LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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 any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Zurich American Insurance Company Travelers Property Cas. Co. of America Great American Insurance Company 12/21/2023 USI Insurance Services, LLC P.O. Box 7050 Englewood, CO 80155 800 873-8500 Sheila Bartlett 800 873-8500 den.contractors@usi.com Wagner Equipment Co. Wagner Rents, Inc. PO Box 17620 Denver, CO 80217 16535 25674 16691 A X X X X X GLO819637216 03/01/2023 03/01/2024 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A X X Drive Oth Car X X X X BAP819637116 03/01/2023 03/01/2024 5,000,000 B X X X 10,000 X X CUP2W63393923NF 03/01/2023 03/01/2024 10,000,000 10,000,000 A N X WC819637317 03/01/2023 03/01/2024 X 1,000,000 1,000,000 1,000,000 C Excess Liability X X TUE405729016 03/01/2023 03/01/2024 $25,000,000 Ea Occur $25,000,000 Aggregate RE: ECAT AGREEMENT Eagle County Air Terminal Corp 217 Eldon Wilson Road Gypsum, CO 81637 1 of 1 #S43009771/M40035134 WAGNEEQU1Client#: 1082534 NIKZP 1 of 1 #S43009771/M40035134 DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 12 ECAT On-Call Services Final 01/10/2023 EXHIBIT C CIVIL RIGHTS NON-DISCRIMINATION 1. CONTRACTOR 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 CONTRACTOR transfers its obligation to another, the transferee is obligated in the same manner as CONTRACTOR. This provision obligates CONTRACTOR for the period during which the property is used or possessed by CONTRACTOR 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, CONTRACTOR 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: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 13 ECAT On-Call Services Final 01/10/2023 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. CONTRACTOR, 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 CONTRACTOR 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 DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 14 ECAT On-Call Services Final 01/10/2023 nondiscrimination covenants, ECAT 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, CONTRACTOR, for itself, its assignees, and successors in interest, agrees as follows: A. Compliance with Regulations: CONTRACTOR (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: CONTRACTOR, 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR of contractor’s obligations under this Agreement and the Nondiscrimination Acts and Authorities. D. Information and Reports: CONTRACTOR 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 ECAT 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, CONTRACTOR will so certify to ECAT or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0 15 ECAT On-Call Services Final 01/10/2023 E. Sanctions for Noncompliance: In the event of CONTRACTOR’S noncompliance with the non-discrimination provisions of this Agreement, ECAT 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: CONTRACTOR 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. CONTRACTOR will take action with respect to any subcontract or procurement as ECAT or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if CONTRACTOR becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, CONTRACTOR may request ECAT to enter into any litigation to protect the interests of ECAT. In addition, CONTRACTOR may request the United States to enter into the litigation to protect the interests of the United States. DocuSign Envelope ID: 8AD822D9-49CE-4FDB-8AB7-B9D358C6C1B0