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HomeMy WebLinkAboutC25-279 ADB Safegate Americas, LLC P&IAGREEMENT FOR PROCUREMENT AND INSTALLATION SERVICES BETWEEN EAGLE COUNTY, COLORADO AND ADB SAFEGATE AMERICAS, LLC THIS AGREEMENT (“Agreement”) is effective as of _____________by and between ADB Safegate Americas, LLC, a Foreign Limited Liability Company (hereinafter “Contractor”), and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County desires to hire Contractor to procure and install new hardware to refresh the airfield lighting control and monitoring system (the “Project”) at the Eagle County Regional Airport located at 219 Eldon Wilson Road, Gypsum, Colorado 81637 (the “Property”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and installation services as set forth below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the procurement of equipment, materials and 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 procure the materials, equipment, and/or products (“Equipment”) necessary for the Project and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the procurement and installation services described in Exhibit A (“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 no later than December 1, 2025 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 6/25/2025 2 c. County shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon County’s request and at no charge to County: i. take the Equipment back; ii. exchange the Equipment; or iii. repair the Equipment. 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 subj ect to the provisions of paragraph 11 hereof, shall continue in full force and effect through December 1, 2025. 4. Extension or Modification. 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. 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 County 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 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 Equipment and performance of the Services in a sum computed and payable as set forth in Exhibit A. The Equipment and performance of the Services under this Agreement shall not exceed $ 188,843.60. 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 Equipment and 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 Equipment or Services for which payment was made were not provided or performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 3 Contractor shall forthwith return such payment(s) to County. 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 the subject Project 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: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 4 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. 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 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 County for reasonable attorney fees and costs, legal fees, and other expenses incurred by County 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 County to the extent that County 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 County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. Further, Contractor shall execute any bill of sale or other documents required by County to transfer title of the Equipment to County. Contractor shall provide copies of any instruction or operations or care manuals and shall further provide copies of any manufacturers’ warranties associated with the Equipment. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 5 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: Wallace Oliveira 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-471-6279 E-Mail: Wallace.Oliveira@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: ADB Safegate Attention: Tim Winkleman 700 Science Blvd Columbus, OH 43230 Telephone: 614-783-3734 Email: Tim.Winkelman@adbsafegate.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 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. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 6 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 intended purpose and use of the Equipment, nature and extent of the Services to be provided hereunder and the Property, 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 it deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for 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 Equipment and/or 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 the Equipment will be new and will perform the Services in a good and workmanlike manner and guarantees all Work against defects in materials or workmanship for a period of one (1) year from the date the Work is accepted by County, or such longer period as may be provided by the law or as otherwise agreed to by the parties. g. All guarantees and warranties of Equipment furnished to Contractor or any subcontractor by any manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any Equipment furnishes a guarantee or warranty for a period longer than one (1) year, then Contractor’s Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 7 guarantee or warrantee shall extend for a like period as to such Equipment. h. Contractor warrants that title to all Work and Equipment shall pass to County either by incorporation into the Property or upon receipt by Contractor of payment from County (whichever occurs first) free and clear of all liens, claims, security interests, or encumbrances. Contractor further warrants that Contractor (or any other person performing Work) purchased all Equipment free and clear of all liens, claims, security interests, or encumbrances. Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment until the Equipment is installed and County has inspected and approved the same. i. Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to County, and without interruption to County: i. Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and ii. Any damage to any other Work or property caused by such defects or the repairing of such defects. j. Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Contractor in law or in equity. k. 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. l. 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. m. 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. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 8 n. 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. o. 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. p. 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. q. 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. r. 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. s. 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. t. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. u. 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, Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 9 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. 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: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 10 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 CONTRACTOR ADB SAFEGATE AMERICAS, LLC By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A Lauren Hough Regional Sales Director 11 EXHIBIT A SCOPE OF SERVICES AND EQUIPMENT, SCHEDULE, FEES Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE- New ALCMS PROVIDED TO:AM004 Central US PROPOSAL #: Q15119 TOTAL PRICE: $ 188,843.60 DATE: 03/25/25 Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A ADB Safegate Americas LLC | 700 Science Blvd. | 43230 - Gahanna | United States Phone: +1 (614) 861 1304 | Fax: | www.adbsafegate.com Proposal # 15119 Provided to: AM004 Central US | Proposal # 15119 2 BID ITEM LINE #QTY UNIT P/N DESCRIPTION UNIT PRICE EXT PRICE IT # 1 1 1.00 EA Commissioning And Submittals $ 76,938.86 $ 76,938.86 NOTES:EGE-2401 1.1 1.00 EA PROJECT SUBMITTALS PROJECT SUBMITTALS 1.2 1.00 EA PROJECT DEMO CD PROJECT DEMO CD 1.3 1.00 EA PROJECT FACTORY AC PROJECT FACTORY AC 1.4 1.00 EA PROJECT COMMISSION PROJECT COMMISSION IT # 2 2 1.00 EA Maintenance Center $ 14,806.64 $ 14,806.64 NOTES:EGE-2401 2.1 1.00 EA MAINTENANCE CENTER ALC-EGE-2401-MNT01 IT # 3 3 1.00 EA Vault and Tower Equipment $ 97,098.10 $ 97,098.10 NOTES:EGE-2401 3.1 1.00 EA TOWER EQUIPMENT ALC-EGE-2401-TWR01 3.2 1.00 EA VAULT EQUIPMENT ALC-EGE-2401-VLT01 3.3 1.00 EA ACE EQUIPMENT ALC-EGE-2401-ACE01 QUOTE DATE:03/25/25 AIRPORT NAME:Eagle County Regional Airport CUSTOMER:AM004 Central US EXPIRATION DATE:05/09/25 PROPOSAL TITLE:EGE- New ALCMS ADDRESS: QUOTE REVISION:MASTER TOTAL:$ 188,843.60 TAKEN BY:Jason Watson Columbus 43230 United States Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A ADB Safegate Americas LLC | 700 Science Blvd. | 43230 - Gahanna | United States Phone: +1 (614) 861 1304 | Fax: | www.adbsafegate.com Proposal # 15119 Provided to: AM004 Central US | Proposal # 15119 3 TOTAL PRICE: $ 188,843.60 Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A ADB Safegate Americas LLC | 700 Science Blvd. | 43230 - Gahanna | United States Phone: +1 (614) 861 1304 | Fax: | www.adbsafegate.com Proposal # 15119 Provided to: AM004 Central US | Proposal # 15119 4 RESERVATION CLAUSE: Purchaser acknowledges that ADB SAFEGATE is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the Equipment provided under the Contract, including any export license requirements. Purchaser agrees that such Equipment shall not at anytime directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicableexport laws and regulations. It shall be a condition of the continuing performance by ADB SAFEGATE of its obligations hereunder that compliance with such export lawsand regulations be maintained at all times. PURCHASER AGREES TO INDEMNIFY AND HOLD ADB Safegate HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. This quotation is solely the interpretation of ADB SAFEGATE as to the intent of the plans and specifications. Final quantities and bill of material are the responsibility ofthe customer and will be negotiated prior to acceptance of a purchase order. This quotation covers only the materials listed herein and is not intended to be interpreted as inclusive of any and all airfield lighting materials necessary for the project, (i.e. per "plans and specs") unless agreed in writing by ADB SAFEGATE. Orders after quotation expiration date are subject to price increases. This quotation is a solicitation for offer only and is to be used by the recipient for purposes of bid or quote preparation. Any disclosure to a third party of theinformation contained herein is prohibited. Unit price shall prevail in the event of a conflict between unit prices, price extensions, and/or quantities. This quotation reflects spreading various costs arbitrarily over the entire bill of material listed. Unit prices are for reference only. Prices valid for the purchase ofindividual items can be supplied upon written request. Unless otherwise agreed upon, ADB SAFEGATE's Standard Terms and Conditions apply. Any applicable duties or sales, use, imports, excise, value-added or similar taxes ARE NOT INCLUDED in the prices and will be added and invoiced unless an acceptable exemption certificate or certificate for resale is furnished. All monetaryamounts are in USD. This proposal is subject to the ADB SAFEGATE terms and conditions of sales and any acceptance of this proposal shall be limited to those terms. DISCOUNTS ARE TYPICALLY VALID TOWARDS THE PURCHASE OF THE ENTIRE QUOTED BILL OF MATERIAL (BOM). ANY DELETION OF SPECIFIC BID ITEM(S) OR DEVIATIONS OF MATERIAL MAY INVALIDATE THE DISCOUNT AND THE BOM WILL BE SOLD AT THE ORIGNALLY PUBLISHED QUOTE PRICE(LATEST REVISION). IF DELETIONS OR DEVIATIONS OF MATERIAL ARE PER THE DESIGN ENGINEER, THIS WILL NOT NEGATE THE DISCOUNT. Thank you for your interest in ADB SAFEGATE products. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A ADB Safegate Americas, LLC Q0787 – T&C Rev. B Page 1 of 5 Terms of Sale for Goods and Services (Revised 01 AUG 2023) All references herein to “Seller” or “ADB Safegate” refer to ADB Safegate Americas, LLC. All references herein to currency, “$”, or dollars refer to US Dollars. 1.ACCEPTANCE OF ORDERS: Seller's published prices and quotations are solicitations for offers to purchase. No order shall be binding upon seller until accepted in writing by seller at its headquarters office. The issuing of submittal data or materials shall not be deemed to constitute acceptance of an order. Orders accepted by seller based on its quotation do not imply or guarantee that such equipment conforms precisely to the Buyer's "plans and specifications." No modified or additional conditions will be accepted by Seller unless specifically agreed to in writing. Seller's failure to object to such modified or additional provision contained in any purchase order or other communication from the Buyer shall not be construed as a waiver of the conditions as defined herein or an acceptance of any such modified or additional conditions proposed by the Buyer. No order accepted by Seller may be altered or modified by the Buyer unless agreed to by Seller in writing. 2.PRICES: Orders, except orders on hold or orders with deferred ship dates, will be invoiced at the price in effect at the acceptance of the order. Orders on hold will be invoiced with the price in effect at the release date. Deferred orders will be invoiced with the price in effect on the ship date. Orders on a bid or contract basis are not subject to this clause. The minimum order is $150.00 net. Any order below $150.00 net will be invoiced at $150.00 net. Minimum quantities may apply on some products. The Seller's prices include the costs of standard domestic packing only. Due to the volatility in commodity pricing, ADB SAFEGATE may incur surcharges from its vendors to cover fluctuations in raw material pricing. This quotation does not include these surcharges and ADB SAFEGATE reserves the right to add these surcharges, if incurred, to this quotation. Your understanding in this situation is appreciated. 3.TERMS OF PAYMENT: Unless otherwise agreed to in writing, all payments shall be in United States Dollars, and a pro rata payment shall become due as each shipment is made or upon receipt of invoice for Services provided. If shipment is delayed by Buyer, date of notice of readiness for shipment shall be deemed to be date of shipment for payment purposes. 4. WARRANTY FOR GOODS AND SERVICES: Seller warrants, to the extent to which any of the same may be applicable, that (a) on the date of shipment the goods are of the kind and quality described herein and are free of non-conformities to the specifications agreed to in writing by the parties, (b) the engineering services performed by it will be performed in accordance with generally accepted professional standards, (c) any specialized tools, equipment and instruments for the use of which a charge is made to the Buyer shall be adequate for the work to be performed and (d) any replacement or other parts furnished by it or any work done by it on the Buyer's equipment or both shall be free of Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A ADB Safegate Americas, LLC Q0787 – T&C Rev. B Page 2 of 5 defects in workmanship and materials. This warranty does not apply to goods delivered by Seller but manufactured by others. Standard Product Guarantee for ADB Safegate Manufactured Products: Seller's obligation to re-perform services or to repair or replace goods shall be in effect for a period of two (2) years from Seller's shipment of the goods. Lamps are excluded from this guarantee. Product Guarantee for FAA Certified ADB Safegate Manufactured Products: FAA Certified LED products (with the exception of obstruction lights) are warranted against electrical defects in design or manufacture of the LED or LED specific circuitry for a period of four (4) years from date of installation per FAA Engineering Brief 67 (applicable edition). FAA Certified products must be installed, interfaced, and powered with and through components certified under the FAA Airfield Lighting Equipment Certification Program (ALECP) FAA AC 150/5345-53 (applicable edition) to be included in this four (4) year warranty. This includes, but is not limited to, interface with components such as base cans, isolation transformers, connectors, wiring, and constant current regulators. FAA Certified products installed, interfaced, and powered with and through system components that are not FAA certified are covered by the two (2) year Standard Product Guarantee stated above. Software Product Guarantee: Seller warrants that the Systems will substantially conform to the specification for a period of 12 months from the earlier date of Systems' Acceptance or first use of the System ("Warranty Period"). As stated below in “Software Product Warranty Claim Process”, the Buyer shall notify the Seller in writing immediately on becoming aware of any deficiencies in the Systems, as a condition to the enforceability of the warranty given in this clause. The Buyer shall provide the Seller with all documentation and information reasonably required for the elimination of faults in the Systems. Seller shall, within a timely manner (in accordance with the Service Level Agreement, if any), correct the deficiencies of the Systems free of charge, provided (i) the deficiencies have arisen within the Warranty Period, and (ii) Seller has been given written notice of same within the Warranty Period. This warranty is a limited warranty and is restricted to the correction of deficiencies, if any, in the Systems. This warranty does not cover any problems or defects arising from (a)customer's negligence, abuse, or misuse of the Software, (b) unauthorized modifications or alterations to the Software, (c) use of the Software with incompatible hardware, software, or operating systems, and (d) any third-party products, services, or components not provided by the Seller. Software Product Warranty Claim Process - To make a warranty claim, the Buyer must contact the Seller during the Warranty Period and provide (a) a description of the defect or problem, (b) any available supporting documentation or evidence, (c) the date of Software receipt. The Buyer must cooperate with the Seller to diagnose and resolve any reported problems, which may include submitting additional information, installing patches, or following troubleshooting instructions. Unless otherwise provided in this Contract, the fees for this Software’s license are included in the purchase price of the goods. Any subsequent modifications or enhancements to the Software made by Seller are, at Seller's option, subject to a fee. Unless otherwise provided in this Contract, the fees for this Software license are included in the purchase price of the goods. Any subsequent modifications or enhancements to the Software made by Seller are, at Seller's option, subject to a fee. Pass-Through Warranties: Seller agrees to pass through to Buyer any warranties given by its third-party vendors in connection with hardware, software, or other products or services used by Seller to provide the products or services to the extent permitted by the terms and conditions of such warranties. Seller shall correct any failure to conform to any of the applicable foregoing warranties of which it is notified in writing within that period specified. Repaired and replacement parts and repair services shall be warranted for the remainder of the original period of notification set forth above. In the case of any other breach of the foregoing warranty, Seller shall furnish engineering services or specialized tools, equipment, and instruments, to the same extent as on the original work. Buyer shall Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A ADB Safegate Americas, LLC Q0787 – T&C Rev. B Page 3 of 5 grant Seller access to the goods or services at all reasonable times for Seller to determine any nonconformity in the goods or services. It is understood and agreed that, unless otherwise agreed to in writing by Seller, Seller assumes no responsibility with respect to the suitability of the Buyer's equipment or any latent defects in the same. In no event shall Seller be responsible for providing working access to the defect, including the removal, disassembly, replacement or reinstallation of any equipment, , materials or structures to the extent necessary to permit Seller to perform its warranty obligations or transportation costs to and from the Seller factory or repair facility, or for damage to equipment components or parts resulting in whole or in part from improper maintenance or operation or from their deteriorated condition. Seller shall have the right of disposal of items replaced by it. If Seller is unable or unwilling to repair or replace, or if repair or replacement does not remedy the nonconformity, Seller and Buyer shall negotiate an equitable adjustment in the contract price, which may include a full refund of the contract price for the nonconforming goods or services. All warranty work shall be performed in a single shift straight time basis Monday through Friday. In the event the Buyer requires correction of warranty items on an overtime schedule, the premium portion of such overtime shall be for the Buyer's account. 5.PATENTS: Seller shall pay reasonable costs and damages finally awarded in any suit against Buyer or its vendees to the extent based upon a finding that the design or construction of the goods as furnished infringes a United States or Canadian patent, as applicable (except infringement occurring as a result of incorporating a design or modification at Buyer's request), provided that Buyer promptly notifies Seller of any charge of infringement, and Seller is given the right at its expense to settle such charge and to defend or control the defense of any suit based upon such charge, including without limitation the selection of legal counsel and experts. Seller shall have no obligation hereunder with respect to claims, suits or proceedings, resulting from or related to, in whole or in part, (a) the use of software or software documentation, (b) compliance with Buyer's specifications, (c) the combination with, or modification of, the goods after delivery by Seller, (d) the use of the goods, or any part thereof, in the practice of a process, or (e) any goods, to the extent the goods were not manufactured by Seller. 6.PERFORMANCE AND DELAYS: It is the Seller's desire to attempt to accommodate the delivery requirements of its Buyers. When placing an order, Buyers should specify the approximate date materials are required. Seller will make every reasonable effort to comply with the Buyer's requirements. However, Seller does not guarantee dates of shipment or delivery. Shipping schedules given by seller are approximate and are given with the best information available. Orders received with a "HOLD" (for release, for approval, etc.) are not processed for manufacture until Buyer gives release. Orders which do not specifically waive submittals are considered "hold for approval of submittals." Estimates of normal shipping time should be interpreted as being from time of release. Timely performance by Seller is contingent upon Buyer's supplying to Seller, when needed, all required technical information and data, including drawing approvals, and all required commercial documentation. If Seller suffers delay in performance due to any cause beyond its reasonable control, the time of performance shall be extended a period of time equal to the period of the delay and its consequences. Seller will give to Buyer notice within a reasonable time after Seller becomes aware of any such delay. Any item of the goods on which manufacture or shipment is delayed by Buyer may be placed in storage by Seller for Buyer's account and risk. 7.SHIPMENT, TITLE, RESPONSIBILITY AND RISK OF LOSS: Unless otherwise agreed in writing by the Seller, Section 7 shall set forth the terms for shipment, title, responsibility, and risk of loss. The term "shipment" shall mean the process of transportation of the goods beginning with delivery to the initial carrier in accordance with the delivery terms of this order. Unless otherwise agreed upon, Seller will Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A ADB Safegate Americas, LLC Q0787 – T&C Rev. B Page 4 of 5 select method of transportation, route of shipment, and carrier of choice. Seller will be responsible for claims related to loss or damage if Seller is responsible for transportation cost. The title of the goods shall be dictated first by contract; second by purchase order; and third by any other agreed upon terms documented and agreed upon by the Seller and Buyer. For international shipments, title of the goods shall be dictated first by contract; second by Letter of Credit (if applicable); third by purchase order; and fourth any other agreed upon terms documented and agreed upon by Seller and Buyer. Risk and Responsibility, as they relate to international shipments, shall be dictated by INCO Terms 2010. Seller and Buyer shall agree upon INCO Term 2010 prior to shipment of any kind. All international shipment cost responsibilities associated with Incidences; Return Material Authorizations (RMAs); incorrect order placement; material management errors are to be made by the Management of the Seller and Buyer (e.g., Delivery Duty Paid versus Duty Drawback). Seller shall not be responsible for damage to the goods after having received "in good order" receipts from the carrier and/or receiving warehouse. All claims for loss, damage and delay in transit are to be handled by the paying party of the transportation cost regardless of a domestic or international sale. Claims for shortages or incorrect items must be made in writing to Seller within thirty days after receipt of shipment. Failure to give such notice shall constitute an irrevocable acceptance of the goods. Freight will be allowed to any common-carrier free-delivery point within the Continental United States, excluding Alaska and Hawaii, on shipments exceeding $3,500 net or more, providing Seller selects the carrier. On shipments to Alaska and Hawaii of $3,500 net or more, freight will be allowed to the port of departure/lading (sea or air) from the Continental United States. Shipments destined for Alaska or Hawaii will be subject to a prorated transportation cost. Domestic shipments requiring redirection of product not initially know on the purchase order may be subject to a redirect fee that will be passed onto Buyer. Redirect costs are typically $75-$125. No “paid by Seller” freight will be allowed for shipments at the Buyer's request under $3,500 net. For all other domestic shipments less than $3500, freight terms are FOB factory/Ex-Factory/Ex-Works [EXW] (as that term is commonly used in the United States, meaning that Buyer shall pay all cartage costs from the Seller's factory), unless otherwise agreed by the parties in writing. ADB SAFEGATE reserves the right to recognize revenue 30 days after date of notification to the Buyer that purchased material is ready for collection (e.g., EXW). 8. RETURN of MATERIALS: Material may be returned for credit only upon the prior authorization of ADB SAFEGATE. All materials authorized for return must be sent to ADB SAFEGATE freight prepaid. Materials returned to ADB SAFEGATE are subject to a 20% restocking charge. 9. SYSTEM ACCEPTANCE BY CUSTOMER: Unless otherwise specified, inspection and final acceptance shall be at Seller's facility. Where Buyer has purchased a factory acceptance test, Seller shall verify completion of the combination of equipment, materials, software, and services ("System") or applicable portion thereof, in accordance with the factory acceptance test procedures submitted by Seller. Buyer may elect to witness the procedure by giving Seller reasonable advance notice prior to scheduled shipment. Buyer observation shall be at Buyer's expense. Where Buyer waives observation of the acceptance test, Seller shall certify that the results of the testing are in conformity with the test procedures. Buyer's acceptance shall be deemed to have occurred upon successful completion of such test. When it is expressly provided that final acceptance shall be at destination, Buyer shall notify Seller in writing of any nonconformity of the System within thirty (30) days of the date of System shipment and shall specify any nonconformity claimed. Seller shall, within a reasonable time, remedy any specified nonconformity at destination in accordance with Seller's warranty obligations set forth in Section 4. If such notice is not received by Seller within the stated time, acceptance shall be considered final as of the thirty-first (31st) day following date of System shipment. [Paragraphs 10-12 intentionally omitted] Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A ADB Safegate Americas, LLC Q0787 – T&C Rev. B Page 5 of 5 13.CHOICE OF LANGUAGE: The parties confirm that it is their express wish that these Terms and Conditions of Sale, as well as and other documents relating to these Terms and Conditions of Sale, including notices, schedules, and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en langue anglaise seulement. Las partes confirman que es su deseo expreso que los términos y condiciones de ventas, así como los Documentos relacionados a estos términos y condiciones de ventas, incluyendo avisos, programaciones y autorizaciones, han sido y deberán continuar siendo en el Idioma Ingles. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 1 of 10 Version: 1: 3/21/2025 Company Confidential Information. This proposal is considered proprietary and confidential and intended for the sole use of ADB SAFEGATE’s intended recipient. Any reproduction, retransmission, or sharing of information related to this document is strictly prohibited. Table of Contents 1. Terms and Conditions .................................................................................................................................................................................... 1 2. References and Applicable Documents ................................................................................................................................................... 1 3. Project Scope Statement .............................................................................................................................................................................. 2 4. Scope of Support Services ........................................................................................................................................................................... 4 5. Proposed Project Hardware and Materials ............................................................................................................................................ 5 6. Project Critical Milestones and Delivery .................................................................................................................................................. 7 7. Invoicing ............................................................................................................................................................................................................. 8 8. ADB SAFEGATE Responsibilities ................................................................................................................................................................. 9 9. Contractor Responsibilities ........................................................................................................................................................................ 10 1. Terms and Conditions Herein is the project proposal which describes ADB SAFEGATE’s interpretation of the work to be completed according to requirements gathered from available specifications, drawings and addendums received at the time of the quote date. Included is the scope of work approval information, scope statement, equipment list, and support service responsibilities of ADB SAFEGATE and the installing Contractor. Due to the size and scope of this project, this scope of work will serve as the project submittal. 2. References and Applicable Documents This Quote and scope of work information is based on the following applicable documents received as of the indicated quote date. Any changes / addendums that may result in changes to scope of this project will require a change order request. Reference Details Written Specifications: NONE Drawings NONE Email / Phone Conversations TEAMS MEETING WITH KOLTIN HOWARD-TALBOTT 6/14/2024 Table 1: References and Applicable Documents Proposal Information Project Number: EGE-2401 Estimated By: LAUREN HOUGH/ David Starcher Quote Revision: 1: 3/21/2025 Airport: EAGLE COUNTY REGIONAL AIRPORT (EGE) Project Description: NEW PC ALCMS This quote is valid for 90 days from quote date and will be re-quoted if expired Quote Hardware Refresh Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 2 of 10 Version: 1: 3/21/2025 3. Project Scope Statement The purpose of this project is to refresh the existing hardware as part of the Airfield Lighting Control and Monitoring System (ALCMS) at Eagle County Reginal Airport (EGE). The project scope includes replacement of the following equipment: • ATCT Cab equipment: o 17” Touchscreen o Video Extender o UPS equipment 420VA Standalone (not monitored) for touchscreen and video extender backup in the cab. • ATCT subjunction equipment: o Industrial 19” rack mount enclosure assembly with industrial CPU and communications equipment o 19” Monitor o Industrial Microbox style CPU o UPS equipment  1000VA rackmount for ALCMS backup o Four (4) Fiber Drivers Multimode ST type for redundant communication to the vault and the maintenance center o One (1) 10A 24V power supply o One (1) 6 point MOXA I/O device for control of the beacon. o DinMount Relays for 120VAC control and 120VAC monitoring have been included.  RFI – Need to verify the control voltage to the beacon contactor. • Vault equipment: o Industrial 19” rack mount enclosure assembly with industrial CPU and communications equipment o 19” Monitor o Industrial Microbox style CPU o UPS equipment  1000VA rackmount for ALCMS backup in the vault  1500VA rackmount for ACE equipment backup in the vault o Two (2) Fiber Drivers Multimode ST type for redundant communication to the tower. o One (1) 10A 24V power supply o One (1) 6 point MOXA I/O device for control and monitoring of the windcone. o DinMount Relays for 120VAC control and 120VAC monitoring have been included.  RFI – Need to verify the control voltage to the windcone contactor. o Six (6) ACE3 Combo Boxes with CVM (current voltage monitoring) & IRMS (Insulation Resistance Monitoring) to control and monitor eight (6) existing regulators. Communications will be connected to the ALCMS enclosure in the vault via a redundant ethernet network. o One (1) ACE3 I/O for control and monitoring of ATS/ Generator Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 3 of 10 Version: 1: 3/21/2025  RFI – Please confirm the quantity of CCR’s that are not ADBSG L-829 • Maintenance Center equipment: o 19” Monitor o Industrial Microbox style CPU o UPS equipment  750VA standalone UPS (not monitored) o One (1) Black White Printer o Two (2) Fiber Drivers Multimode ST type for redundant communication to the tower and One (1) 10A 24V power supply will be provided in a wall mount communications enclosure. o One (1) SECOMEA device which allows for remote access of ADBSG tech support to troubleshoot system errors, to remotely push minor software upgrades, and/or graphic updates.  Internet will be airport provided to the SECOMEA device. • This project will include the following: o One (1) onsite field visit prior to submittal to collect additional information and verify field set-up. o Two (2) onsite trips for upgrading the existing DCMU controls to ACE3, commissioning, uploading new software and system cutover. o One (1) trip for training of maintenance and air traffic control personnel after commissioning completion. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 4 of 10 Version: 1: 3/21/2025 4. Scope of Support Services 4.1 Submittal Phase Technical written and electrical/mechanical Submittal drawings will be delivered within four (4) weeks from receipt of Purchase Order. Equipment will not be released to production until ADB SAFEGATE receives written hard copy of approved Submittals including written technical proposal and electrical/mechanical drawings. Approved Submittals are ADB SAFEGATE’s only indication that the system design is correct and provides ADB SAFEGATE authorization to begin procuring equipment. 4.2 Factory Acceptance Test [FAT] An Un-witnessed Factory Acceptance Test will be performed in-house by ADB SAFEGATE Personnel prior to shipment. FAT Test Reports will be available upon customer request. 4.3 On Site Commissioning and System Acceptance Test [SAT] ADB SAFEGATE will complete onsite commission and system readiness checks. A witnessed System Acceptance Test will be performed on site by ADB SAFEGATE Personnel to be witnessed by airport owner/owner representative and contractor. Copies of the SAT Reports can be provided upon request. 4.4 Scope Overview Training Scope Overview Training will be completed during commissioning trip by commissioning engineer personnel. Training will include a review with the end user regarding any pertinent changes that will affect operation of the existing ALCMS. 4.5 Project Documentation ADB SAFEGATE will provide and Electronic copies of the final As-Installed Drawings. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 5 of 10 Version: 1: 3/21/2025 5. Proposed Project Hardware and Materials 5.1 Project Hardware and Materials List Accuracy The project equipment list (Bill-of-Material) contained within this proposal is considered complete. ADB SAFEGATE is not liable for any shortage, losses, or damages resulting from any discrepancies, omissions, or errors. This proposal consists of ADB SAFEGATE’s best interpretation of the bid documents, plans or specifications available to ADB SAFEGATE at time of quote date. The recipient of this proposal is responsible for the accuracy of this RFQ and is required to immediately inform ADB SAFEGATE of any discrepancies. 5.2 Proposed Hardware Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 6 of 10 Version: 1: 3/21/2025 Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 7 of 10 Version: 1: 3/21/2025 6. Project Critical Milestones and Delivery The project will be managed with the following milestones involved in the design, production, testing, commissioning, and training for this project. ID Milestone Description M1 Submittal Written Proposal / Drawings submitted to customer for review/approval M2 Submittal Approval Submittal reviewed by the customer and approved for release M3 Production Release Equipment is released for procurement M6 System Assembly Equipment is assembled and ready for test M7 Factory Acceptance Testing Factory Acceptance Testing (FAT) is completed by project team at ADB SAFEGATE M8 Shipment System is shipped to installation site M9 Contractor Installation Contractor installs equipment, external wiring and completed install checklist M10 Commissioning ADB SAFEGATE commissioning team inspects installation, complete commissioning and performs Operational Readiness Test M11 System Acceptance Testing System Acceptance Testing (SAT) is witnessed by airport/owner and/or engineer Table 2 Project Critical Milestones 6.1 Delivery Schedule and Contingencies Equipment will not be released for purchasing or production until receipt of written approval of Submittals including written technical proposal and electrical/mechanical drawings. This means delivery date of equipment is contingent on length of Submittal Approval Phase (M2). Shipment schedule will be confirmed upon ADB SAFEGATE’s receipt of approved written Submittals and/or drawing package. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 8 of 10 Version: 1: 3/21/2025 7. Invoicing ADB SAFEGATE will invoice for completed work based on schedule milestone completion as follows: Table 3 Invoicing Schedule ID Invoice Milestone Description M1 Submittal Once Submittals have been issued to Contractor for customer review, ADB SAFEGATE will invoice for Submittals M4 Touchscreen Demonstration Once the touchscreen demonstration is completed and the electronic file sent to the customer, ADB SAFEGATE will invoice for costs associated with the software development. M6 Factory Acceptance Test Once FAT is completed (witnessed or un-witnessed), ADB SAFEGATE will invoice for costs associated with software, production, and FAT. M7 Shipment Equipment will be invoiced when shipped M11 Commissioning Upon completion of commissioning responsibilities, ADB SAFEGATE will invoice for commissioning. If multi-phase commissioning is required, ADB SAFEGATE will invoice for each commissioning phase/trip. Note: If ADB SAFEGATE is unable to complete work due to issues beyond their control, ADB SAFEGATE will still invoice for commissioning trips. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 9 of 10 Version: 1: 3/21/2025 8. ADB SAFEGATE Responsibilities Unless otherwise indicated in an additional Request for Quote (RFQ) from the contractor, ADB SAFEGATE’s project team will provide the following services as required for the project described herein: • Coordinate and plan with Contractor schedule for system commissioning. Coordinate date for switchover to new system pending completion of Contractor’s responsibilities • Coordinate and plan with Contractor schedule for Air Traffic Control (ATC) and Maintenance training sessions per project requirements. Please refer to Contractor responsibilities • Inspect Contractor’s computer system work and installation. Inform Contractor of any discrepancies and incomplete work • Complete the commissioning of the control and monitoring system comprising of: o Install and setup computers, network equipment, printers, and touchscreens. o Inspect Contractor’s communication installation (fiber optics, hard-wire or wireless) o Power up and test control system communication lines. • Perform operational readiness test (ORT) to demonstrate proper operation prior to system switchover. • Make any hardware/software changes that are contractual requirements within scope • Perform ATC and Maintenance training on agreed scheduled times • Assist Contractor with computer system switchover. • Perform final System Acceptance Test (SAT) with owner/owner representative and contractor • Resolve any punch list items that are contractual requirements within scope • Record owner/owner representative system acceptance and provide formal SAT record upon request • Provide required sets of Operator Manuals, As-Built drawings • Pack up and ship service tools and extra commissioning material Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A EGE-2401.SOW.Revision 1 - updated Page 10 of 10 Version: 1: 3/21/2025 9. Customer/ Contractor Responsibilities Unless otherwise indicated in an additional Request for Quote (RFQ) from the contractor, the Contractor is responsible for the following services as required for the project described herein: • Provide manpower and airport escorts as needed through entire installation, commissioning, and testing effort. • Coordinate all on-site training activities including ATC training, maintenance training and operations training. • Install all required conduit, wireway, wire and miscellaneous material needed for a proper installation that meets all contract requirements regarding code and safety. This includes installation between ACE™ and the computer cabinet. • Make terminations for all ACE™ units. Terminations include landing, labeling, and dressing all wire connections within the ACE™ unit, inside the Constant Current Regulator (CCR) and any other equipment being controlled or monitored by the control system, including but not limited to, Beacons, Generators, Auto-Transfer Switches, Approach systems and RVR equipment. • Provide and install all communication fiber, wire and peripherals as needed for a complete communication system. This includes pulling and terminating all field fiber cabling (including spares), provide and install fiber patch panel, conduit and fiber patch cables between patch panels and computer cabinet. • Perform all fiber communication terminations. This includes terminating all fiber strands with appropriate style connectors (including spares) and connecting into fiber patch panel. • Provide and install in conduit all fiber patch cables between fiber patch panel and computer cabinet. • Perform entire fiber optic communication testing including attenuation testing and generate test report for submission to Engineer and ADB SAFEGATE. • Provide and install all hard-wire communication and peripherals as needed for a complete communication system. Including providing junction boxes / terminal cabinets as required. • Install and terminate all cabling (including spares), between junction boxes and computer cabinet. • Install control panel(s) and/or Touchscreen(s) in the ATC cab. This includes all carpentry type work and material required to match existing cabinet/console installation in ATC cab. • Provide all power requirements at the Touchscreen and the Tower computer cabinet and install all cables between ATC cab and the tower computer cabinet. • Complete all airfield work such that all CCR loads are in their final configuration and circuits are fully operational (all lamps burning). • Coordinate and provide manpower for completion of System Acceptance Testing (SAT) assuring appropriate personnel are present to witness and authorize the test report. • Complete punch list items within project requirements • Provide project sign-off upon completion of all project equipment Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 12 EXHIBIT B INSURANCE CERTIFICATE Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A Holder Identifier : 7777777707070700077763616065553330760604577214554607762217570416310071460577366103300716267753247673007726051132452312073600115700325700736627573245211207700431552674112077727252025773110777777707000707007 6666666606060600062606466204446200622200426004220206022224242262000062002040622602200622202406004020006000026242062222062220040600600200600002404222240206202046220460040066646062240664440666666606000606006Certificate No : 570111674845 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/26/2025 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). 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. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED 11000Sentinel Insurance Company, LtdINSURER A: 19445National Union Fire Ins Co of PittsburghINSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.): CONTACTNAME: ADB Safegate Americas LLC 700 Science Boulevard Gahanna OH 43230 USA COVERAGES CERTIFICATE NUMBER:570111674845 REVISION NUMBER: 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.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $100,000 $10,000 $1,000,000 $1,000,000 Excluded B 02/01/2025 02/01/20269750804 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X X BODILY INJURY (Per accident) $2,000,000A05/01/2024 05/01/2025 Coll. Ded. $1000 COMBINED SINGLE LIMIT (Ea accident)10 UEC DL9494 Comp. Ded. $500X EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $9,000,000 $9,000,000 $10,000 02/01/2025UMBRELLA LIABB 02/01/2026BE025717198 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH-ERPER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Eagle County, PO Box 850, Eagle, Colorado 81631 is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEEagle County PO Box 850 Eagle CO 81631 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A Aviation Policy AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: Aon Risk Services Northeast, Inc. 570000042387 570111674845 570111674845 Page _ of _ ADB Safegate Americas LLC Policy Term: 2/01/2025 - 2/01/2026 Policy Type: Avtn Liab Insurer: Allianz Global Corporate & Specialty SE Each Occurrence Limit: $25,000,000 ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/26/2025 Accretive Global Risk Advisors, LLC dba Libertate Insurance Services 20 N. Orange Avenue, Suite 500 Orlando, FL 32801 727-565-2950 833-281-6731 www.libertateins.com New Hampshire Insurance Company 23841 A 3 1,000,000N 1,000,000 1,000,000 Paul R. Hughes Engage PEO Certificate of Insurance Dept. wcpolicy@engagepeo.com The S2 HR Group, LLC dba Engage PEO (A PEO) ADB Safegate Americas LLC (a client of PEO) 4211 W. Boy Scout Blvd., Suite 500 Tampa FL 33607 84553618 ADB Safegate Americas LLC (a client of PEO) 230009 Eagle County PO Box 850 Eagle CO 81631 Coverage is provided to the leased employees of, but not the subcontractors of, The S2 HR Group, LLC dba Engage PEO (A PEO) WC017374557 1/1/2025 1/1/2026 84553618 | 25/26 WC (All Other States) New Hamp | Michelle Fisher | 3/26/2025 11:07:49 AM (PDT) | Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 13 EXHIBIT C CIVIL RIGHTS AND NON-DISCRIMINATION 1. In all its activities within the scope of its airport program, Contractor 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 Contractor transfers its obligation to another, the transferee is obligated in the same manner as Contractor. This provision obligates Contractor for the period during which the property is used or possessed by Contractor and 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, Contractor for itself, its assignees, and successors in interest, agrees to comply with the following non-discrimination statutes and authorities: a. Title VI of the Civil Rights Act of 1964 (42 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); Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 14 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 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, Contractor, for itself, its assignees, and successors in interest, agrees as follows: a. Compliance with Regulations: Contractor 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: Contractor, 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. Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. c. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by Contractor of contractor’s obligations under this Agreement and the Nondiscrimination Acts and Authorities. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A 15 d. Information and Reports: Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by 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, Contractor 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 Contractor’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: Contractor 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. Contractor 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 Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Contractor may request the County to enter into any litigation to protect the interests of the County. In addition, Contractor may request the United States to enter into the litigation to protect the interests of the United States. Docusign Envelope ID: BB1E4F6A-72C3-4F3D-AC8A-39C5E20FAA0A