HomeMy WebLinkAboutC24-406 TK Elevator CorporationAGREEMENT FOR ON-CALL AND PREVENTATIVE MAINTENANCE SERVICES BETWEEN EAGLE COUNTY, COLORADO AND TK ELEVATOR CORPORATION THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between TK Elevator Corporation, a Delaware corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Eagle County desires to engage a contractor to provide preventative maintenance and on-call services to the Air Traffic Control Tower Elevator located at 215 North Airport Road, Gypsum, Co, 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 County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County 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 in accordance with a formal proposal for each on-call service to be provided by Contractor and approved by County 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 mutually agreed upon schedule established in each proposal approved by County. 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. Contractor shall automatically receive an extension of time commensurate with any delay not solely caused by Contractor. 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. Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 9/26/2024 2 Airport – On-Call General Services 06/28/2024 2. County’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 August, 2025. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. 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 County for such additional services in accordance with County’s internal policies. In the event that written authorization and acknowledgment by County 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. County 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 County with a written estimate which shall include an estimate of the labor, materials without any mark up and any additional costs necessary to perform the Services at a particular Property or Properties. Each estimate must be approved by County’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. Compensation for on-call Services under this Agreement shall not exceed $70,000.00. Preventative maintenance for the tower elevator will be performed every three months. Compensation for preventative maintenance services shall not exceed $4,200.00. Total compensation for Services under this agreement shall not exceed $74,200.00. 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 County. 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 County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County 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 County, County may only withhold monies from Contractor (and only in such amounts necessary to remedy disputed event) if any of the Contractor’s disputed work is not cured by Contractor within three (3) days’ notice after receipt of written notice from County specifying the nature of same from County, or such longer period if Contractor commences a cure within said three (3) day period from County and thereafter diligently Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 3 Airport – On-Call General Services 06/28/2024 continues attempts to cure, Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. County 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. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County 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 County’s prior written consent, which may be withheld in County’s sole discretion. County 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 County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County 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 County. County 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. 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. Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 4 Airport – On-Call General Services 06/28/2024 i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. Such additional insured coverage, as evidenced by Contractor’s manuscript additional insured endorsement, shall only apply to the extent any damages covered by the policy are determined to be caused by Contractor’s acts, actions, omissions or neglects and not to the extent caused by the additional insured’s own acts, actions, omissions, or neglects or for bare allegations. 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 County 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 County 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 County, 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 County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities to the extent resulting from Contractor’s own acts, actions, omissions or neglects related to this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder. Notwithstanding anything to the contrary, Contractor’s obligations to indemnify, defend and hold harmless shall not extend to any claim caused by indemnified hereunder and any claim involving more than one party shall be handled so each party is responsible and liable for its share of the damages (and defense costs associated therewith) in proportion to its share of acts, actions, omissions or neglects This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. In no event shall Contractor be liable under this Agreement for indirect, special, liquidated, incidental, exemplary or consequential damages, or for loss of use, loss of income, loss of opportunity, or other similar remote damages or penalties. This paragraph shall survive expiration or termination hereof. Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 5 Airport – On-Call General Services 06/28/2024 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 County and are to be delivered to County 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. COUNTY: Eagle County, Colorado 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: TK Elevator Corporation Attention: John Canty 7367 S. Revere Pkwy Unit 2A Centennial, CO 80112 Telephone: 303-790-8566 Email: john.canty@tkelevator.com 11. Termination. This Agreement may only be terminated upon thirty (30) days written notice for reasons of non-performance. ‘Non-performance’ is defined as Independent Contractor’s inability to remedy any deficiencies within thirty (30) days after receiving written notification from County If such cure does not mitigate County’s concerns, County may terminate this Agreement. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 6 Airport – On-Call General Services 06/28/2024 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County 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 County 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 County 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. Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 7 Airport – On-Call General Services 06/28/2024 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 County. 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 County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. 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 the County or the Eagle County Air Terminal Corporation (“ECAT”) for the management, operation and control of the Airport, either promulgated by the County or ECAT 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 additionally agrees to comply with the Federal Assurances attached hereto as Exhibit C and incorporated herein by this reference. i. 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. j. 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. k. 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. l. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. m. 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. Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 8 Airport – On-Call General Services 06/28/2024 n. 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. o. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. p. The signatories to this Agreement aver to their knowledge no employee of the County 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. 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, County reserves 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. Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 9 Airport – On-Call General Services 06/28/2024 c. This Agreement is subordinate to any bond ordinance, indenture or covenant made by the Eagle County Air Terminal Corporation 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. [REST OF PAGE INTENTIONALLY LEFT BLANK] Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 10 Airport – On-Call General Services 06/28/2024 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: _______________________ Jeff Shroll, County Manager CONSULTANT TK Elevator Corporation By: _____________________________ Print Name: _______________________ Title: _______________________ Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 John Canty Business Manager 11 Airport – On-Call General Services 06/28/2024 EXHIBIT A Service Agreement/Fee Schedule Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 Traiffc Control Tower       October 19, 2023     Purchaser:   Eagle County Airport     Location:   Traiffc Control Tower   Address:  PO Box 850     Address:  215 Airport Rd    Eagle, CO 81631      Gypsum, CO  81637       TK Elevator Corporation ("TK Elevator Corporation," "TK Elevator," "we," "us," and "our"), agrees with Purchaser (“Purchaser,” “you,” and “your”), to maintain the equipment described below in accordance with the terms and conditions of this agreement (“the Agreement”) with the goal of maximizing its performance, safety, and life span. TK Elevator and Purchaser may hereinafter be referred to individually as a "Party" or collectively as the "Parties."   Equipment to be Maintained This Agreement covers the units described in the table below (individually a “Unit” or collectively the “Units”).   Equipment Type   Nickname   Legal ID   OEM Serial #   Stops   Controller Manufacturer   Hydraulic    Only    CP09-001802     DC86204    8    Otis    Scope of Work Service Visits TK Elevator will visit the Units described above to examine, maintain, adjust and lubricate the equipment covered by this Agreement as necessary to promote the proper operation of those Units and will repair or replace any covered components if the repair or replacement is, in TK Elevator's sole opinion, necessitated by normal wear and tear or is not otherwise excluded by this Agreement (“Service Visits”). These Service Visits will be performed Monday to Friday, 8:00 AM to 4:30 PM except during scheduled holidays (“Regular Time”). All work performed before or after Regular Time shall be considered overtime ("Overtime").   TK Elevator will examine covered parts and components of the Unit(s) including:   •Control and landing positioning systems •Signal flxtures •Machines, Drives, Power units, pumps, valves, and above-ground jacks •Car and hoistway door operating devices and door protection equipment •Loadweighers   •Safety mechanisms    In order to ensure optimum operation, TK Elevator will also:    •Lubricate covered parts and components for smooth and eiffcient performance •Adjust covered parts and components to promote safe operation    Service Visits Include TK Elevator's Maintenance Control Program TK Elevator performs all work covered by this Agreement in accordance with the version of ASME A17.1 that is, according to the relevant authority having jurisdiction, applicable to the Unit(s) at the time the Agreement is flrst fully executed by both Parties. Section 8.6 of that code currently requires Unit owners to have a Maintenance Control Program (“MCP”). TK Elevator’s MCP meets or exceeds section 8.6 of that code. Our MCP incorporates TK Elevator’s Basic Elevator and Escalator Procedures Manual listing the processes we follow when performing those maintenance, repair, replacement and testing services that are speciflcally described as included in this Agreement. Our MCP also Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     1    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 includes TK Elevator’s Maintenance Tasks & Records documentation to record the performance of those tasks. This Agreement does not include any work mandated as a consequence of changes to that code after this Agreement is executed.   Service Requests This Agreement also includes the dispatch of our technician to address minor adjustments to, and the release of any entrapped passengers from, a Unit during Regular Time (“Service Requests”).  Service Requests may be made from one or more of the following: you or your representative, the building or building's representative, emergency personnel, and/or passengers through the Unit’s communication device and/or from any applicable remote monitoring device attached to the Unit if monitored by TK Elevator.    We will respond to Service Requests during Regular Time, as deflned above, at no additional charge.   Overtime Service Requests are those Service Requests performed in whole or in part before or after Regular Time (“Overtime Service Requests”).  On all Overtime Service Requests, you will be responsible for all labor costs including travel time, travel expenses, and time spent on the job. Such costs will be invoiced at our standard Overtime billing rates.   Testing Equipment Testing This agreement includes only the following tests:   - those annual and flve (5) year safety tests for your hydraulic Units covered by this Agreement    Should your Unit(s) require any additional type of equipment testing as required by any applicable law and/or code, we will provide you with a separate written estimate that includes the cost of any associated labor and/or material(s).   Should your Unit(s) require any safety tests as mandated by any applicable law and/or code on the commencement date of this Agreement, TK Elevator assumes no responsibility for the day-to-day operation of the governor or safeties on applicable traction elevators, or the hydraulic system on applicable hydraulic elevators under the terms of this Agreement until the test has been completed and the Unit has passed. Should the respective Unit fail any of those tests, it shall be solely your responsibility to make necessary repairs and place the Units in a condition that we deem acceptable for further coverage under the terms of this Agreement. Because the performance of any safety test places the Unit under extreme conditions that are outside of the Unit’s normal operating parameters, you agree that TK Elevator shall not be liable for any damage to the building structure or the Unit(s) resulting from the performance of any safety tests we perform at any time under this Agreement.   Should your jurisdiction require the presence of either the applicable authority having jurisdiction or a third party witness at the time of testing, you agree to pay for any costs of that individual along with any inspection/coordination fees.   Fireflghters' Service Testing Should your Unit(s) be equipped with a phase I and phase II flreflghters' service feature, all testing, record-keeping and record storage obligations associated with that feature that are required by any applicable law or code are expressly excluded from this Agreement and shall remain solely your responsibility to satisfy.  The flrst time that your testing of that feature following the full execution of this Agreement reveals that it is not operating properly, you shall immediately remove the Unit from operation, immediately notify TK Elevator of the condition, and agree to remain responsible for all costs associated with any repairs necessary to return that feature to full and proper operation in accordance with any applicable law or code.   Exclusions Service Visits, Service Requests, and Overtime Service Requests do not include: the removal or retrieval of items unrelated to the operation of the Unit(s) from the pit, machine room, or hoistway; the dispatching of any technician that results in the discovery by that technician that the Unit is either functioning on independent service or Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     2    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 flreflghters’ service or that the Unit is operating properly but the stop button or stop function has been engaged by others; any request or obligation to address any condition associated with a part or component speciflcally excluded or not covered elsewhere in this Agreement; and/or any request or obligation to service, repair, replace any components or address any condition caused in whole or in part by any one or more of the following:  anyone's abuse, misuse and/or vandalism of the equipment; anyone's negligence in connection with the use or operation of the equipment; dust or debris; any loss of power, power fiuctuations, power failure, or power surges that in any way affect the operation of the equipment; oxidization, rust, or other conditions caused in whole or in part by the environment in which the affected component is located; flre, smoke, explosions, water, storms, wind, and/or lightning; any acts of God; acts of civil or military authorities, strikes, lockouts, other labor disputes, riot, civil commotion, war, malicious mischief, or theft; or any other reason or cause beyond our control that affects the use or operation of the Unit (“Billable Work”).  On all Billable Work you will be solely responsible for the cost of all parts or materials along with all labor invoiced at TK Elevator’s standard billing rates (whether Regular Time or Overtime depending on when the Billable Work is performed) including travel time (calculated roundtrip from the dispatching location to the Unit location and return), travel expenses, and time spent on the job.   In addition to the Billable Work described above, we also do not cover (A) the examination, maintenance, adjustment, reflnishing, repair or replacement of the following components and/or systems: any cosmetic, construction, or ancillary components of the elevator or escalator system, including the cab enclosure, ceiling frames, panels, and/or flxtures, hoistway door panels, door frames, swing door hinges and closing devices, sills, car fiooring, fioor covering, lighting flxtures, ceiling light bulbs and tubes, balustrades, and wellway enclosures; any electrical components including main line power switches, breaker(s) or feeders to controller; sealed machine bearings; any below-ground or partially unexposed components of any hydraulic elevator system including, but not limited to, jack/cylinder, piston, PVC and/or other protective material of any type or kind; any below-ground or partially unexposed piping of any type or kind; any signage of any type or kind including but not limited to, signs, placards, and/or braille; any flre- suppression or flre-detection equipment of any type or kind including, but not limited to, smoke detectors, flre sensors, and/or sprinklers and associated piping; any communication, security, entertainment, and/or advertising devices including, but not limited to, kiosks or touchscreen displays and/or card readers; any batteries for emergency lighting and emergency lowering; or any environmental control devices including, but not limited to, air conditioners, heaters, ventilation fans, humidiflers, de-humidiflers, and/or pit or sump pumps; or (B) the repair, refurbishing, rebuilding, and/or replacement of any motor generators; or (C) the replacement or alignment of elevator guide rails; or (D) any other items or tasks speciflcally excluded elsewhere in this Agreement.     With the passage of time, equipment technology and designs will change.  If (1) any part or component of your equipment covered under this Agreement cannot, in TK Elevator's sole opinion, be safely repaired and (2) a brand new direct replacement is no longer in stock and readily available from the Original Equipment Manufacturer (“OEM”), that part or component shall be considered obsolete, regardless of whether it can be custom-made, fabricated or acquired at any price or whether or not a refurbished or reconditioned version is available from anyone.  You will be responsible for all charges associated with replacing that obsolete part or component as well as all charges required to ensure that the remainder of the equipment associated with that Unit is functionally compatible with that replacement part or component   In addition, we will not be required to make any changes or recommendations in the existing design or function of the Unit(s) nor will we be obligated to install new attachments or parts upon the equipment as recommended or directed by insurance companies, governmental agencies or authorities, or any other third party.   Should Purchaser elect to modernize any Unit described in this Agreement during the original or any renewal term of this Agreement, Purchaser agrees to provide TK Elevator with the modernization proposals prepared by any other vendor and at least fourteen (14) calendars days thereafter to both evaluate such proposals and, at TK Elevator’s sole option, make its own proposal to Purchaser.  Should Purchaser thereafter elect to accept the proposal of another vendor, the Parties agree that the current term of this Agreement applicable to the Units that are the subject of such modernization shall be frozen until the modernization work is complete and TK Elevator has inspected such work and deemed the modernized Unit acceptable for service under the terms of this Agreement.  In the event such Unit is not, in TK Elevator’s sole opinion, acceptable for service under the terms of this Agreement, TKE will submit a written proposal to Purchaser to address the items in question at an additional cost.  Should Purchaser decline that proposal, Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     3    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 TKE retains the right to remove the Unit from the Agreement and adjust the price accordingly or cancel the Agreement if the proposal affects all Units that are the subject of the Agreement. Digital Customer Experience MAX - Digital Maintenance MAX is a cloud-based Internet of Things (“IOT”) platform that we, at our election, may connect to your Unit(s) by installing a remote-monitoring device (a “Device”).  Purchaser consents and authorizes TK Elevator to (1) access Purchaser’s premises to install a Device to the Unit(s) and thereafter maintain and/or repair the Device(s) and (2) to collect, store, maintain, own, use, delete, and/or destroy any or all of the data generated by the Device(s).  Any Device, once installed, is not intended, nor should it be considered, as a flxture.  Instead, TK Elevator shall retain the right to remove the Device from any Unit(s) and/or cease any data collection and/or analysis at any time at its sole discretion.  Moreover, TK Elevator shall retain the exclusive right and ability to, at its sole discretion, remove, delete and/or destroy all associated data generated from the Device(s).  Because the Device contains trade secrets belonging to TK Elevator and is being installed for the sole use and beneflt of our personnel, Purchaser agrees not to permit Purchaser’s own personnel or any third parties to use, access, tamper with, relocate, copy, alter, destroy, disassemble or reverse engineer the Device or its data.  The installation of any Device on a Unit shall not confer any rights or operate as an assignment or license to you of any patents, copyrights or trade secrets with respect to the Device and/or any software contained or embedded therein or that it utilizes/utilized in connection with the collection, monitoring and/or analysis of data.   With a MAX device connected to your equipment, at no additional charge, information obtained via machine learning may be sent to our technicians to promote early diagnosis, faster flxes and reduced downtime.   Customer Web Portal and Mobile App TK Elevator provides a web-based customer portal (the “CP”) and mobile application (the “App”) which, following the effective date of this Agreement, may contain certain maintenance and service call data associated with the Unit(s).  To the extent applicable, TK Elevator will provide Purchaser with a user name and password to access the CP and App platforms.  Purchaser shall, at its sole cost, provide and ensure the functioning integrity of its own hardware, software and internet connection necessary to access the CP and App.  To the extent applicable, TK Elevator reserves the right to restrict Purchaser’s access to the CP and App if any of Purchaser's accounts with TK Elevator has an outstanding unpaid balance greater than 30 days or in the event of anticipated or pending litigation of any kind.  TK Elevator reserves the right to discontinue the CP and App altogether at its sole discretion and without notice to Purchaser and Purchaser expressly agrees to release TK Elevator from any and all claims of any type or kind arising out of or related to that discontinuation.   TK Elevator Communications You may supplement this Agreement with an additional suite of services through our TK Elevator Communications call center at an additional fee contingent upon your agreement to all of the terms and conditions as set forth in the attached exhibit entitled "TK Elevator Communications Services.”  These additional available services involve the provision of 24/7/365 monitoring of your Units’ code-compliant and compatible emergency telephone and in-cab video and text communication equipment (the “Communication Equipment”), the dispatch of a TK Elevator technician or emergency personnel under certain circumstances, the provision of a cellular connection for that Communication Equipment, and limited repair/replacement coverage for that Communication Equipment which is otherwise excluded from this Agreement.    Contract Term, Price, Available Discounts & Payment Term This Agreement is effective for 60 months starting on the date it is fully executed by both Parties including an authorized manager of TK Elevator and is non-cancellable. To ensure continuous service, this Agreement will be automatically renewed for successive 60-month periods unless either Party timely serves written notice on the other Party of its intention to cancel at least 90-Days but not more than 120 days before the end of the initial 60-month period or at least 90-Days before the end of any subsequent 60-month renewal period. Notice shall be sent by Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     4    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 certifled mail, return receipt requested to the TK Elevator oiffce address found in this Agreement. Time is of the essence. Price The price for the Gold Services provided pursuant to this Agreement shall be $364.58 per month, inclusive of all applicable sales and use taxes, before the application of any discounts as described below and any adjustments as described elsewhere in this Agreement. Once accepted, those applicable discounts will be applied throughout the life of this agreement.   Available Discounts Payment Plan    Contract Term   Billing Frequency   Discount %   Monthly Discount $   Initial to Select    Extended Term (Years)   Discount %   Monthly Discount $   Initial to Select   Annual   4%   $14   Current Selection    Seven (7)   2%   $7     Semi Annual   2%   $7     Ten (10)   4%   $14     Quarterly   No Change   $0     Fifteen (15)   8%   $28       Based on the applicability of any discount(s) selected by Purchaser above, the monthly price for the Gold Services provided under this agreement will be $350.00 which is calculated as follows:  •Total Contract Price: $364.58  •Total Discounts & adjustments: 4.17 % •Net adjustment value: $14.58 •Final monthly price based on applicable discounts, adjustments and payment plan: $350.00       We reserve the right to annually increase all charges under this Agreement flve percent plus an additional amount resulting from any increase of any of TK Elevator’s expenses relating to one or more of the following categories during the preceding calendar year:  labor, employment beneflts, materials, tools, vehicles, fuel, rent, internet and/or communication access, data storage, utilities, logistics/shipping, waste disposal, taxes, tariffs, and any governmentally-imposed charges.   Payment Payments are due upon receipt of each of your TK Elevator invoices. If you do not timely pay any sum due to TK Elevator related to your Units described in this Agreement, regardless of whether it is billed pursuant to this Agreement or any other agreement with us, within the stipulated payment term calculated from the billing date, we may also choose to do one or more of the following:  •deem that you have permanently forfeited any discounts you may be entitled to associated with your payment plan/billing frequency for this Agreement, and/or •suspend all services until all amounts due have been paid in full, and/or •declare all sums for the unexpired term of this Agreement due immediately as liquidated damages and terminate our obligations under this Agreement   A service charge of the highest rate allowed by law shall apply to all overdue accounts you have with TK Elevator that are in any way related to any of the Unit(s) described in this Agreement. If TK Elevator elects to suspend service, we shall not be responsible for personal injury, death, damage to property (including damage to the Units) or losses of any other type or kind that is in any way related to TK Elevator's suspension of service. Upon resumption of service, you will be responsible for payment to TK Elevator for all costs we incur that result from our suspension of service and to remedy any damage caused to your equipment during that time. Time is of the essence.   TK Elevator reserves the right to assign payments owed to TK Elevator under this Agreement. If for any reason this Agreement is terminated prior to the end of the current term, a condition of such termination shall be that you Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     5    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 agree to pay us the full amount of the any discount you received during the initial and any subsequent term.  This is in addition to and not in lieu of any other rights or remedies we may have under this Agreement and the law. Purchaser's Responsibilities You agree to instruct or warn passengers in the proper use of the Unit(s) and to keep them under continued surveillance by competent personnel to detect irregularities between our examinations. You agree to immediately report any condition that may indicate the need for correction before the next regular examination. You agree to immediately shut down the Unit(s) upon manifestation of any irregularities in either the operation or the appearance of the Unit(s), to immediately notify us, and to keep the Unit(s) shut down until the completion of any repairs. Under those circumstances you agree not to re-set the mainline disconnect. In the event of a Service Request where our technician flnds that the mainline disconnect has been reset, you agree that you will be responsible for all labor costs associated with that Service Request invoiced at TK Elevator’s standard billing rates (whether Regular Time or Overtime depending on when we respond to that Service Request) including travel time (calculated roundtrip from the dispatching location to the Unit location and return), travel expenses, and time spent on the job. You agree to give us immediate verbal notice and written notice within ten (10) days after any occurrence or accident in or about the Unit(s). You agree to provide our personnel with a safe place to work. You agree to provide a suitable machine room, including secured doors, waterprooflng, lighting, ventilation, and appropriate air temperature control to maintain that room at a temperature between 50°F and 90°F, with relative humidity less than 95% non-condensing at all times.  You agree to provide properly maintained and functioning mainline disconnect(s). You agree to maintain the elevator pit in a dry condition at all times. Should water or other liquids become present, you are responsible for the cost associated with the removal and the proper handling of such liquids. You agree that if  TK Elevator's inspection of a Unit serviced under this Agreement reveals an operational problem which, in TK Elevator's sole judgment, jeopardizes the safety of the riding public, TK Elevator may shut down the Unit until such time as the operational problem is resolved. In that event, TK Elevator will immediately advise you in writing of such action, the reason for such action, and whether any proposed solution is covered by the terms of this Agreement.   TK Elevator assumes no responsibility for any part of the Unit(s) except that upon which work has been performed under this Agreement.  No work, service, examination or liability on the part of TK Elevator other than that speciflcally mentioned herein is included or intended.  It is agreed that TK Elevator does not assume possession or control of any part of the Unit(s) and that such remains Purchaser’s exclusively as owner, lessor, lessee, possessor, or manager thereof.   We reserve the right to discontinue work in the building whenever, in our sole opinion, our personnel do not have a safe place to work. For safety reasons, you agree not to permit others to make alterations, additions, adjustments, or repairs or replace any component or part of the Unit(s) during the term of this Agreement. You agree to accept our judgment as to the means and methods employed by us for any corrective work under this Agreement.   Upon the commencement of this Agreement and as a condition of TK Elevator’s performance of its obligations, Purchaser shall provide any wiring diagrams, manuals, special tools, monitoring devices, software, hardware or any other items designed to work with, diagnose, service, or repair the Unit(s) (1) as originally supplied by the OEM with the installation or (2) solely available to Purchaser from the OEM.   Some equipment covered by this Agreement may be encoded with serialized onboard diagnostics or other closely held diagnostic intelligence.  In the event that the cause of a shutdown or other equipment issue cannot be diagnosed and/or resolved without enlisting the OEM's assistance, Purchaser agrees to obtain the assistance of the OEM and TK Elevator agrees to reimburse you for that expense, provided that it does not exceed the total monthly service fee divided by the number of Units covered under this Agreement.  Any fees in excess of that flgure shall be exclusively the Purchaser's responsibility.    Since TK Elevator's top priority is the satisfaction of its customers, if you should have any concern(s) with our performance or the means and methods used to meet our obligations under this Agreement, you agree to provide us with written notice of that concern and give us thirty (30) days to respond either in writing or commence action to appropriately resolve it.   Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     6    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 In the event of the sale, lease or other transfer of the ownership of the premises in which the Unit(s) described herein are located, you agree to see that such transferee is made aware of this Agreement and agrees to assume and/or be bound by the conditions hereof for the balance of the unexpired term of this Agreement.  Should the transferee fail to assume this Agreement, you shall remain liable for all unpaid amounts, including those owed for the balance of the current unexpired term of this Agreement.   Unless this Agreement expressly includes, or is later amended to include, TK Elevator Communications Phone Monitoring Service or Multimedia Monitoring Service as described in the exhibit hereto, this Agreement expressly excludes any materials, labor and/or services involving or related to either the monitoring of or provision of a response to any communications initiated from any Communication Equipment installed within the Unit(s) and Purchaser remains solely responsible for contracting with a separate vendor to monitor and respond to such communications in accordance with all applicable codes, statutes and/or laws.   You expressly agree to release and discharge us and our employees for any and all claims and/or losses of any type or kind (including but not limited to personal injury, death and property damage, speciflcally including damage to the property which is the subject matter of this Agreement) (1) associated with any components excluded in this Agreement or (2) associated with any Billable Work or (3) caused in whole or in part by reason(s) outside of our control.  TK Elevator shall also automatically receive an extension of time commensurate with any delay in performance caused by or related to the aforementioned.   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TK ELEVATOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY OR ALL OF THE PARTS, PLATFORMS (INCLUDING BUT NOT LIMITED TO CP, APP AND MAX) AND/OR SERVICES CONTEMPLATED BY THIS AGREEMENT INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.  WITHOUT LIMITATION TO THE FOREGOING, TK ELEVATOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PARTS, PLATFORMS AND/OR SERVICES CONTEMPLATED BY THIS AGREEMENT WILL BE ACCESSIBLE TO CUSTOMER, ACHIEVES ANY INTENDED RESULTS, MEETS CUSTOMER’S REQUIREMENTS, OPERATES WITHOUT INTERRUPTION, MEETS ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TK ELEVATOR OR ITS AFFILIATES, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE UNIT(S), PARTS, PLATFORMS AND/OR SERVICES OR FOR THE ACT OF ANY THIRD PARTY RELATED THERETO, INCLUDING BUT NOT LIMITED TO THE INCORPORTATION OF A VIRUS, SPYWARE OR ANY OTHER MALICIOUS PROGRAM INTO THE PURCHASER’S SOFTWARE OR HARDWARE OR PLATFORM.     In consideration of TK Elevator performing the services herein specifled, you expressly agree, to the fullest extent permitted by law, to indemnify, defend, save harmless, discharge, release and forever acquit TK Elevator Corporation, our employees, oiffcers, agents, aiffliates, and subsidiaries from and against any and all claims, demands, suits, and proceedings brought against TK Elevator, our employees, oiffcers, agents, aiffliates and subsidiaries for loss, property damage (including damage to the Unit(s) which are the subject matter of this Agreement), personal injury or death that are alleged to have been caused by the Purchaser or any others in connection with the presence, use, misuse, maintenance, installation, removal, manufacture, design, operation or condition of the Unit(s) covered by this Agreement, or the associated areas surrounding such equipment. Your duty to indemnify does not apply to the extent that the loss, property damage (including damage to the equipment which is the subject matter of this Agreement), personal injury or death is determined to be caused by or resulting from the negligence of TK Elevator and/or our employees. You recognize that your duty to defend TK Elevator under this clause is broader than your duty to indemnify and includes payment of all attorney's fees, court costs, judgments, settlements, interest and any other expenses of litigation arising out of such claims or lawsuits. You expressly agree to name TK Elevator Corporation along with its oiffcers, agents, aiffliates and subsidiaries as additional insureds in your liability and any excess (umbrella) liability insurance policy(ies). Such insurance must insure TK Elevator Corporation, along with its oiffcers, agents, aiffliates and subsidiaries for those claims and/or losses Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     7    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 referenced in the above paragraph, and for claims and/or or losses arising from the sole negligence or responsibility of TK Elevator Corporation and/or its oiffcers, agents, aiffliates and subsidiaries. Such insurance must specify that its coverage is primary and non-contributory. You hereby waive the right of subrogation.   In no event shall TK Elevator's liability for damages arising out of this Agreement exceed the remaining unpaid installments of the current, unexpired term of this Agreement.   You expressly agree to release and discharge TK Elevator from any and all claims for consequential, special or indirect damages arising out of the performance of this Agreement.   In the event an attorney is retained to enforce, construe or defend any of the terms and conditions of this Agreement or to collect any monies due hereunder the prevailing Party shall be entitled to recover all costs and reasonable attorney's fees.   You hereby waive trial by jury. You agree that this Agreement shall be construed and enforced in accordance with the laws of the state where the Unit(s) is/are located. You consent to jurisdiction of the courts, both state and Federal, of the state in which the Unit(s) is/are located as to all matters and disputes arising out of this Agreement.   In the event any portion of this Agreement is deemed invalid or unenforceable by a court of law, public policy or statute, such flnding shall not affect the validity or enforceability of any other portion of this Agreement.   Our rights under this Agreement shall be cumulative and our failure to exercise any rights given hereunder shall not operate to forfeit or waive any of said rights and any extension, indulgence or change by us in the method, mode or manner of payment or any of its other rights shall not be construed as a waiver of any of its rights under this Agreement. Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     8    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 Acceptance Until executed by both Parties this Agreement is a proposal that shall only remain available for acceptance for a period of sixty (60) calendar days from the date appearing on the flrst page of this document unless revoked by TK Elevator earlier in writing to Purchaser. Your acceptance of this Agreement and its approval by an authorized manager of TK Elevator will constitute exclusively and entirely the agreement for the services herein described. All other prior representations or agreements, whether written or verbal, will be deemed to be merged herein and no other changes in or additions to this Agreement will be recognized unless made in writing and properly executed by both Parties. Should your acceptance be in the form of a purchase order or other similar document, the provisions of this Agreement will exclusively govern the Parties’ responsibilities. No agent or employee of TK Elevator shall have the authority to waive or modify any of the terms of this Agreement without the express prior written approval of an authorized TK Elevator manager.   Eagle County Airport   (Purchaser):   TK Elevator Corporation Management Approval   By: \s1   By: \s2   (Signature of Authorized Individual) Kolton Howard   (Print or Type Name)   (Print or Type Title)    (Signature of Branch Representative) Greg Nygren  Branch Manager    \d1\   \d2\   (Date of Acceptance)    (Date of Execution)           For inquiries regarding your contract or services provided by TK Elevator, please contact your local branch oiffce:   695 Lindbergh Dr  Eagle, CO  81631  970-328-5955    Thank you for choosing TK Elevator. We appreciate your business.   Chris Oetting    Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO | SCV3230710 | October 19, 2023     9    Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 Exhibit A TK Elevator Communications   TK Elevator offers an additional suite of services through our TK Elevator Communications call center separate and apart from those services included with your Agreement.  We have notated below each additional TK Elevator Communications Service that you have selected for each of the Units covered under your Agreement and the corresponding total price per month of those services per Unit.   Building Name   Equipment Type   Nickname   Phone Monitoring   Elevator Telephone #  Traiffc Control Tower    Hydraulic    Only    CurrentSelection        Elevator telephone # is not required on units with MAX Link selected.     A description of each available TK Elevator Communications service and the additional applicable terms and conditions follow.   Phone Monitoring Service “Phone Monitoring” is selected for speciflc Units in the chart above and we will provide 7 days per week, 24 hours per day, 365 days per year dispatching service, through its centralized TK Elevator Communications call center, for those specifled units.  The dispatching service will be provided for calls placed by Purchaser outside of Regular Time to the local TK Elevator branch oiffce.  We will also include telephone monitoring on all Units maintained under this Agreement that have operational telephone equipment capable of placing a call to that call center. Depending on the nature of the call and circumstances, TK Elevator's operators can call one or more of the following: Purchaser's Designated Contacts set forth below; Local Emergency Services at phone numbers provided by Purchaser below; and/or a local TK Elevator service technician to be dispatched to the location of the equipment. Calls cannot be placed to “9-1-1” as the centralized TK Elevator Communications call center does not have dialing access to local “9-1-1” numbers.   This Phone Monitoring Service speciflcally excludes any maintenance, repair or replacement of any type or kind of the Purchaser's telephone or other communication equipment. The Purchaser retains exclusive possession and control of its telephone and other communication equipment and is solely responsible for ensuring uninterrupted operation of that equipment so that it is continuously capable of placing a call to TK Elevator Communication's call center. Terms and Conditions Any of the services mentioned in this Exhibit shall be governed by both the terms and conditions of the Agreement covering the Unit(s) described in that Agreement and the terms and conditions of this Exhibit and in the event that those terms confiict, the terms and conditions of this Exhibit will exclusively govern the subject matter of those terms and conditions.  Should the Agreement covering the Unit(s) be terminated for any reason by either Party then this Exhibit shall also be automatically terminated.  In the event that this Exhibit is terminated for whatever reason, Purchaser agrees to immediately both transfer the connection of the communication equipment to an appropriate telephone service provider and also make arrangements with its replacement elevator service vendor to reprogram the communication equipment to initiate contact with a replacement call center.   Price In light of the modiflcations to Agreement set forth above, you agree to an additional price of $0.00 per month which will be billed to you separately from the price of the Agreement (the “TK Elevator Communications Services Charge”). The cost of your selected TK Elevator Communications Services is not subject to any discounts.   Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO    10   Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970   TK Elevator Communications Contact Information - To Be Completed by Purchaser   Purchaser hereby acknowledges that as a condition precedent to TK Elevator's placement of calls to Purchaser's Designated Contacts and any Local Emergency Services under this Agreement, Purchaser must flrst complete all sections of the TK Elevator communications Contact Information section below. Purchaser further acknowledges that it is Purchaser's sole responsibility to advise TK Elevator immediately in writing of any changes to the information contained in this exhibit during the term of this Agreement. Purchaser acknowledges that no revision to that information will be made without TK Elevator flrst receiving such request in writing from Purchaser's authorized representative.   Under those circumstances where TK Elevator is unable to reach Purchaser's Designated Contacts, Purchaser hereby gives TK Elevator express permission to dispatch a TK Elevator service technician to the location of the equipment at Purchaser's expense in accordance with TK Elevator's applicable billing rates. Purchaser further agrees that TK Elevator does not assume any duty or responsibility to advise any caller, regardless of his or her location within or outside the elevator, to take or not take any speciflc action resulting from a medical or other emergency or any other situation including, but not limited to, entrapment of persons, evacuation, repair or return to service of any equipment.   In the event of an emergency, or perceived emergency, one or more of the following are to be Purchaser's Designated Contacts:   Contact Name   Title   Primary Telephone #   Secondary Telephone #                         In the event of an Emergency or perceived emergency, TK Elevator has the express permission to contact one or more of the following (911 is not sufficient, local phone numbers are required):   Police Department:                              (___________) __________-__________   Fire Department:                                  (___________) __________-__________    Special instructions/remarks:                                  ____________________________________________________________________________________   In the event that a TK Elevator call center operator perceives that a call from within the elevator constitutes a medical or other emergency, Purchaser hereby gives TK Elevator the express permission to call Local Emergency Services at the telephone numbers provided above at TK Elevator's sole discretion. Under those circumstances, Purchaser agrees to pay all related charges for services provided by any Local Emergency Services in response to that call. Purchaser agrees that TK Elevator shall not be responsible for ensuring an appropriate (or any) response by Local Emergency Services to that call. Gold Service Agreement      2023-2-1596055 | ACIA-25B33LO    11   Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 Customer Portal & Mobile App setup form Name:   Kolton Howard       Address: (if different from contract)       City:       State:       Zip Code:       Phone:          Email:   koltin.howardtalbott@eaglec ounty.us       Subscribe to email notiflcations:            2023-2-1596055 | ACIA-25B33LO | October 19, 2023       Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 12 Airport – On-Call General Services 06/28/2024 EXHIBIT B INSURANCE CERTIFICATES Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 CERTIFICATE OF LIABILITY INSURANCE Page 1 of 8 DATE (MM/DD/YYYY) 04/25/2024 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). PRODUCER Aon Risk Services Central,Inc. 200 East Randolph CHICAGO,IL 60601 INSURED TK Elevator Corporation f/k/a ThyssenKrupp Elevator Corporation CONTACT NAME:Aon Risk Services Central,Inc. PHONE (A/C No.Ext):(866)283-7122 FAX (A/C No.Ext):(800)363-0105 E-MAIL ADDRESS:acs.chicago@aon.com INSURER(S)AFFORDING COVERAGE NAIC # INSURER A:HDI Global Insurance Company 41343 INSURER B:ACE American Insurance Company 22667 INSURER C:Indemnity Insurance Company of NA 43575 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 2199149 REVISION NUMBER: 3 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PROJECT LOC OTHER: GLD5668803 /GLD5668903 10/01/2023 10/01/2024 EACH OCCURRENCE $5,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence)$100,000 MED EXP (Any one person)$5,000 PERSONAL &ADV INJURY $5,000,000 GENERAL AGGREGATE $10,000,000 PRODUCTS -COMP/OP AGG $10,000,000 B AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY ISAH10815940 10/01/2023 10/01/2024 COMBINED SINGLE LIMIT (Ea accident)$4,000,000 BODILY INJURY(Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) A X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $ CUD5669103 10/01/2023 10/01/2024 EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 C B C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N If yes,describe under DESCRIPTION OF OPERATIONS below N/A WLRC5574063A WLRC55740720 SCFC55740811 10/01/2023 10/01/2023 10/01/2023 10/01/2024 10/01/2024 10/01/2024 X PER STATUTE OTHER E.L.EACH ACCIDENT $1,000,000 E.L.DISEASE -EA EMPLOYEE $1,000,000 E.L.DISEASE -POLICY LIMIT $1,000,000 Limits shown as requested: DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Division Number:106400 -Named Insured Includes:TK Elevator Corporation -Address:7367 S Revere Pkwy Unit 2A Centennial,CO 80112 Project Number:-Project Name:EAGLE COUNTY REGIONAL AIRPORT EXP -Project Type (s):Elevator Maintenance CERTIFICATE HOLDER CANCELLATION Eagle County 219 ELDON WILSON RD GYPSUM,CO 81637 United States SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION.All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 13 Airport – On-Call General Services 06/28/2024 EXHIBIT C 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: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 14 Airport – On-Call General Services 06/28/2024 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: ADA04C51-34CD-4B5E-8DCD-B87A3F971970 15 Airport – On-Call General Services 06/28/2024 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: ADA04C51-34CD-4B5E-8DCD-B87A3F971970