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HomeMy WebLinkAboutECAT24-14 DH PaceAGREEMENT FOR PREVENTATIVE MAINTENANCE AND ON-CALL SERVICES BETWEEN EAGLE COUNTYAIR TERMINAL CORPORATION AND D.H. PACE COMPANY, INC. THIS AGREEMENT (“Agreement”) is effective as of the _________________ by and between D.H. Pace Company Inc. a Delaware 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 garage doors and sliding doors at the Eagle County Air Terminal located at 217 Eldon Wilson Road, Gypsum, Colorado (the “Airport”); 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 on-call services or work at the rates set forth in Exhibit A and preventative maintenance services as set forth in Exhibit B and in accordance with a formal proposal for each on-call service and preventative maintenance service to be provided by Contractor and approved by ECAT in writing (“Services” or “Work”). Exhibit A and Exhibit B are 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: 22FD580C-8055-4B08-A5EE-49EFB42B7894 9/10/2024 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 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 30th day of June, 2025. 4. Extension or Modification. This Agreement may be extended for up to two (2) 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 and Exhibit B. Prior to commencement of Services at the Airport, 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 Airport. 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 for sectional and rolling steel garage doors will be performed every 6 months at $1,500.00 per visit and preventative maintenance for pedestrian doors will be performed once a year at $3,600.00 per visit with a 3% increase each calendar year in accordance with the rates set forth in Exhibit B. Total compensation for all Services under this Agreement shall not exceed $90,000.00. 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. Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 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: 22FD580C-8055-4B08-A5EE-49EFB42B7894 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 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 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, defend 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 Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 5 ECAT On-Call Services Final 01/10/2023 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 Regional Airport 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 E-mail: atty@eaglecounty.us CONTRACTOR: D.H. Pace Attention: Chris Gustafson Phone: 303-783-3667 Fax: 303-783-3617 Email: Chris.Gustafson@dhpace.com Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 6 ECAT On-Call Services Final 01/10/2023 11. Termination. Either party 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 thirty (30) calendar days’ prior written notice. 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. d. To the extent possible, Contractor has given ECAT written notice of all conflicts, errors, or discrepancies. Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 7 ECAT On-Call Services Final 01/10/2023 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 hereby represents and warrants that all parts and equipment will be new and that it will perform the Services in a good and workmanlike manner. Contractor guarantees all Work against defects in materials or workmanship for a period of one (1) year from the date the Work is accepted by ECAT, or such longer period as may be provided by the law or as otherwise agreed to by the parties. All guarantees and warranties of equipment furnished to Contractor or any subcontractor by any manufacturer or supplier are for the benefit of ECAT. If any manufacturer or supplier of any equipment furnishes a guarantee or warranty for a period longer than one (1) year, then Contractor’s guarantee or warranty shall extend for a like period as to such equipment. g. 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. h. 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. i. Compliance with Law. 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, all Airport Rules and Regulations, as amended from time to time; all applicable federal, state and local laws, ordinances, resolutions and all rules and regulations adopted by ECAT or Eagle County for the management, operation and control of the Airport, either promulgated by the ECAT or the County on their own initiative or in compliance with regulations or actions of the Federal Aviation Administration or other authorized federal agency including the Transportation Security Administration. Contractor Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 8 ECAT On-Call Services Final 01/10/2023 additionally agrees to comply with the Federal Assurances attached hereto as Exhibit D and incorporated herein by this reference. j. Compliance with Environmental Requirements. Contractor in conducting any activity on Airport property shall comply with all applicable local, state or federal environmental rules, regulations, statutes, laws or orders (collectively “Environmental Regulations”), including but not limited to Environmental Regulations regarding the storage, use and disposal of Hazardous Materials or Special Wastes to the Environment. Contractor shall acquire all necessary federal, state, and local environmental permits and comply with all applicable federal and state environmental permit requirements in the performance of services under this Agreement. k. Security. Contractor shall cause its officers, contractors, agents and employees to comply with any and all existing and future security regulations or Security Plan adopted by the County or ECAT pursuant to requirements of the Transportation Security Administration or Part 107, Federal Air Regulations of the Federal Aviation Administration, as it may be amended from time to time. l. 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. m. 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. n. 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. o. 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. p. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. q. 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 Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 9 ECAT On-Call Services Final 01/10/2023 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. 15. Protection of Airport. a. Contractor shall not construct, erect or install any structure or equipment determined by the FAA pursuant to FAR Part 77 to constitute an obstruction or hazard to air navigation. Contractor acknowledges that an obstruction or hazard may be found based on the height of structures and also based on, for example and without limitation, aeronautical effects on air traffic control radar, direction finders, air traffic control line-of-sight visibility, and physical or electromagnetic effects on air navigation, communication facilities, and other surveillance systems. Contractor shall comply with any conditions, limitation, supplemental notice requirements, and marking and lighting recommendations issued by the FAA pursuant to FAR Part 77. b. Contractor by accepting this Agreement expressly agrees for itself, its successors, and assigns that its services performed under this Agreement will not in any manner interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, ECAT and the County reserve the right to cause the abatement of such interference at the expense of the Contractor. 16. Subordination. a. This Agreement is subject and subordinate to the provisions of any agreements heretofore or hereafter made between the County and the United States, relative to the operation or maintenance of the Airport, or to the expenditure of federal funds for the improvement or development of the Airport, including the expenditure of federal funds for the development of the Airport in accordance with the provisions of the Federal Aviation Act of 1958, the Federal Aid to Airport Act, the Airport and Airway Development Act of 1970 and the Airport and Airway Improvement Act of 1982, as such acts have been amended or replaced from time-to- time. b. This Agreement and all the provisions hereof shall be subject to whatever right the United States Government now has or in the future may have or require affecting the control, operation, regulation, and taking over of the Airport. c. This Agreement is subordinate to any bond ordinance, indenture or covenant made by ECAT with respect to the Airport prior to or during the term hereof and, in the event of a conflict, the requirements of the ordinance, indenture or covenant shall control. Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 10 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:______________________ Print Name:_______________ Title: ____________________ Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 Sr Vice President Chris Gustafson _____________ Jeanne McQueeney, Vice Chair ________ 11 ECAT On-Call Services Final 01/10/2023 EXHIBIT A FEE SCHEDULE Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 4200 Monaco St. Denver, CO 80216 24 Hour Service: 888-643-3667 SOLD TO: Eagle County Air Terminal Corp Project: MSA Standard Rates for Service and Labor ATTN: Wallace Oliveira Date: 03/15/2024 Commercial Service Rates: Regular rates: 7AM to 5PM Monday - Friday Pre-scheduled service calls continuing after 5pm weekdays and on Saturday available at negotiated rates. See Service Manager Commercial Overhead Door and Gate Services: Fuel Surcharge: $8.50 1 Man Truck 2 Man Truck 2 Truck Service Charge (Truck/Equipment Charge) $59.00 $59.00 $59.00 1st Hour labor charge minimum $170.00 $270.00 $340.00 Each additional ¼ hour $42.50 $67.50 $85.00 1st hour minimum charge $237.50 Commercial Entry Door Service: Fuel Surcharge: $8.50 1 Man Truck 2 Man Truck 2 Truck Service Charge (Truck/Equipment Charge) $59.00 $59.00 $59.00 1st Hour labor charge minimum $150.00 $250.00 $300.00 Each additional ¼ hour $37.50 $32.50 $75.00 1st hour minimum charge $217.50 ALL STANDARD COMMERCIAL RATES ARE BILLED PORTAL TO JOB COMPLETION Emergency Rates: Minimum 2 hours – Portal to Portal $260.00 Per hour Additional Charges Welding $45.00 Torch $30.00 Clamping $25.00 Lube $12.00 Tax Rates: city/state tax of location serviced Website: www.dhpacecolorado.com By: ________________________________________________ __________________________ Signature Date The proposal described herein, including all price(s) quoted, is made conditionally upon Buyer’s continued credit status and must be accepted by Buyer as made by Seller. To accept this Proposal, Buyer must date, sign and return the original copy here of to Seller within 30 days after the date hereof. Unless expressly disclosed and stated, the amount of any sales and use tax is not included in this proposal. Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 12 ECAT On-Call Services Final 01/10/2023 EXHIBIT B PREVENTATIVE MAINTENANCE FEE SCHEDULE Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 13 ECAT On-Call Services Final 01/10/2023 EXHIBIT C INSURANCE CERTIFICATES Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 14 ECAT On-Call Services Final 01/10/2023 EXHIBIT D CIVIL RIGHTS AND NON-DISCRIMINATION 1. In all its activities within the scope of its airport program, Consultant agrees to comply with pertinent statutes, Executive Orders and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If Consultant transfers its obligation to another, the transferee is obligated in the same manner as Consultant. This provision obligates Consultant for the period during which the property is used or possessed by Consultant and Eagle County (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, Consultant 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 U.S.C. § 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 U.S.C. § 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 U.S.C. § 794 et seq.) as amended (prohibiting discrimination on the basis of disability), and 49 CFR Part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance); e. The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 et seq.) (prohibits discrimination on the basis of age); f. Airport and Airway Improvement Act of 1982 (49 U.S.C. § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); g. The Civil Rights Restoration Act of 1987 (PL 100-259) (broadening 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 terms “programs or activities” to include all of the 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 (42 USC § 12101, et seq) (prohibits discrimination on the basis of disability in the operation of public entities, public Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 15 ECAT On-Call Services Final 01/10/2023 and private transportation systems, places of public accommodation, and certain testing entities) as implementing 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 non-discrimination 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 proficient (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 (2005)]; and 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. During the performance of this Agreement, Consultant, for itself, its assignees, and successors in interest, agrees as follows: a. Compliance with Regulations: Consultant 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 Agreement. b. Nondiscrimination: Consultant, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant 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 Consultant 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 Consultant of contractor’s obligations under this Agreement and the Nondiscrimination Acts and Authorities. d. Information and Reports: Consultant will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894 16 ECAT On-Call Services Final 01/10/2023 to its books, records, accounts, other sources of information, and its facilities as may be determined by the 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, Consultant will so certify to the County or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance: In the event of Consultant’s noncompliance with the non- discrimination provisions of this Agreement, the 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: Consultant will include the provisions of this subsection in every contract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant hereto. Consultant will take action with respect to any subcontract or procurement as the County or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Consultant may request the County to enter into any litigation to protect the interests of the County. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. Docusign Envelope ID: 22FD580C-8055-4B08-A5EE-49EFB42B7894