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HomeMy WebLinkAboutECHDA21-04 ThyssenKrupp Elevator CorporationAGREEMENT FOR SERVICES AND ON-CALL SERVICES
BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY
AND
THYSSENKRUPP ELEVATOR CORPORATION
THIS AGREEMENT (“Agreement”) is effective as of the __________________ by and between
Thyssenkrupp Elevator Corporation a Delaware corporation (hereinafter “Contractor”) and Eagle County
Housing and Development Authority, a body corporate and politic (hereinafter “ECHDA”).
RECITALS
WHEREAS, Two10 at Castle Peak apartments desires to procure preventative elevator system
maintenance and on-call elevator services at the Two10 building located at 210 Freestone Road, Eagle,
CO 81631 (the “Property”); and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill,
expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and ECHDA in connection
with the services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and
ECHDA agree as follows:
1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and
materials necessary to perform and complete the services or work described in Exhibit A which is
attached hereto and incorporated herein by reference. Work that is agreed upon by both parties to fall
outside of the scope of Exhibit A will require a formal proposal to be provided by Contractor and
Approved by ECHDA in writing (“Services”). The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services in accordance with the schedule established in
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.
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2. ECHDA’s Representative. The Property Manager, Matt Andrews, the Housing 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 December
31, 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
ECHDA for such additional services in accordance with ECHDA’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 ECHDA 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 ECHDA 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. ECHDA shall compensate Contractor for the performance of the Services in a
sum computed and payable as set forth in Exhibit A. The performance of the Services under this
Agreement shall not exceed $4000 annually and $20,000 for the term of the Agreement. In the event the
Services require work outside the maintenance described in Exhibit A, prior to commencement of such
Services, Contractor shall first provide ECHDA with a written estimate which shall include an estimate of
the labor, materials without any markup and any additional costs necessary to perform the Services at the
Property. Each estimate must be approved by ECHDA’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.
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 ECHDA.
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 ECHDA may request.
b. If, at any time during the term or after termination or expiration of this Agreement,
ECHDA reasonably determines that any payment made by ECHDA 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 ECHDA, Contractor shall
forthwith return such payment(s) to ECHDA. Upon termination or expiration of this Agreement,
unexpended funds advanced by ECHDA, if any, shall forthwith be returned to ECHDA.
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c. ECHDA 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, ECHDA 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 ECHDA in accordance
with a budget adopted by the Board of ECHDA in compliance with 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 ECHDA 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
ECHDA’s prior written consent, which may be withheld in ECHDA’s sole discretion. ECHDA 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 ECHDA has an objection, in its reasonable
discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by
ECHDA 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 ECHDA. ECHDA 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.
i. The automobile and commercial general liability coverage shall be endorsed to
include ECHDA, its associated or affiliated entities, its successors and assigns, elected officials,
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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 ECHDA 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 ECHDA 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 ECHDA, its affiliated entities, successors or assigns, its elected
officials, employees, agents and volunteers.
v. Contractor is not entitled to workers’ compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation
coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal
and state income tax on any moneys paid pursuant to this Agreement.
8. Indemnification. The Contractor shall indemnify and hold harmless ECHDA, and any of its
officers, agents and employees against any losses, claims, damages or liabilities for which ECHDA 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 ECHDA for reasonable attorney fees and
costs, legal and other expenses incurred by ECHDA 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 ECHDA to the extent that ECHDA 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 ECHDA
and are to be delivered to ECHDA 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 sent via facsimile so long as the sending party can provide
facsimile machine or other confirmation showing the date, time and receiving facsimile number for the
transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its
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address for purposes of this paragraph by giving five (5) days prior written notice of such change to the
other party.
ECHDA:
Attention:_Kim Williams
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8773
Facsimile: 970-328-8787
E-mail: kim.williams@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-mail: atty@eaglecounty.us
CONTRACTOR:
ThyssenKrupp Elevator, Inc.
Attn: John Canty
695 Lindbergh Drive
Eagle, CO 81631
Telephone: 970-328-5955
11. Termination. ECHDA may terminate this Agreement, in whole or in part, at any time and for any
reason, with or without cause, and without penalty therefor with thirty (30) calendar days’ prior written
notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide
ECHDA with all documents as defined in paragraph 9 hereof, in such format as ECHDA shall direct and
shall return all ECHDA owned materials and documents. ECHDA 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
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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, 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 ECHDA 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 ECHDA has accepted or approved the Services shall not relieve Contractor of any of its
responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner
and in accordance with the standard of care, skill and diligence applicable to contractors performing
similar services. Contractor represents and warrants that it has the expertise and personnel necessary to
properly perform the Services and shall comply with the highest standards of customer service to the
public. Contractor shall provide appropriate supervision to its employees to ensure the Services are
performed in accordance with this Agreement. This paragraph shall survive termination of this
Agreement.
f. Contractor agrees to work in an expeditious manner, within the sound exercise of its
judgment and professional standards, in the performance of this Agreement. Time is of the essence with
respect to this Agreement.
g. This Agreement constitutes an agreement for performance of the Services by Contractor
as an independent contractor and not as an employee of ECHDA. 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 ECHDA and Contractor except that of independent contractor.
Contractor shall have no authority to bind ECHDA.
h. Contractor represents and warrants that at all times in the performance of the Services,
Contractor shall comply with any and all applicable laws, codes, rules and regulations.
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i. This Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other agreements or understanding between the parties with
respect thereto.
j. Contractor shall not assign any portion of this Agreement without the prior written
consent of the ECHDA. Any attempt to assign this Agreement without such consent shall be void.
k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all
rights and obligations hereunder are reserved solely for the parties, and not to any third party.
l. No failure or delay by either party in the exercise of any right hereunder shall constitute a
waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding
breach.
m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
n. The signatories to this Agreement aver to their knowledge no employee of the ECHDA
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.
o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and
affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United
States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to
the effective date of this Agreement.
15. Prohibitions on Government Contracts.
As used in this Section 15, the term undocumented individual will refer to those individuals from foreign
countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has
any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this
Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or
contract with an undocumented individual who will perform under this Agreement and that Contractor
will participate in the E-verify Program or other Department of Labor and Employment program
(“Department Program”) in order to confirm the eligibility of all employees who are newly hired for
employment to perform Services under this Agreement.
a. Contractor shall not:
i. Knowingly employ or contract with an undocumented individual to perform
Services under this Agreement; or
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ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor
shall not knowingly employ or contract with an undocumented individual to perform work under the
public contract for services.
b. Contractor has confirmed the employment eligibility of all employees who are newly
hired for employment to perform Services under this Agreement through participation in the E-Verify
Program or Department Program, as administered by the United States Department of Homeland
Security. Information on applying for the E-verify program can be found at:
https://www.uscis.gov/e-verify
c. Contractor shall not use either the E-verify program or other Department Program
procedures to undertake pre-employment screening of job applicants while the public contract for services
is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work under the
public contract for services knowingly employs or contracts with an undocumented individual, Contractor
shall be required to:
i. Notify the subcontractor and ECHDA within three (3) days that Contractor has
actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three days of receiving
the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop
employing or contracting with the undocumented individual; except that Contractor shall not terminate the
contract with the subcontractor if during such three (3) days the subcontractor provides information to
establish that the subcontractor has not knowingly employed or contracted with an undocumented
individual.
e. Contractor shall comply with any reasonable request by the Department of Labor and
Employment made in the course of an investigation that the department is undertaking pursuant to its
authority established in C.R.S. 8-17.5-102(5).
f. If Contractor violates these prohibitions, ECHDA may terminate the Agreement for breach
of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement,
Contractor shall be liable for actual and consequential damages to ECHDA as required by law.
g. ECHDA will notify the Colorado Secretary of State if Contractor violates this provision of
this Agreement and ECHDA terminates the Agreement for such breach.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
EAGLE COUNTY HOUSING AND DEVELOPMENT
AUTHORITY
BY:
_____________________________________________
Kimberly Bell Williams, Executive Director
CONTRACTOR:
By:________________________________
Print Name:__________________________
Title: ______________________________
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Branch Manager
Greg Rao
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EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
October 14, 2020
Purchaser:
Two 10 at Castle Peak Location:
Address:
210 Freestone Road Address:
210 Freestone Road
Eagle, CO 81631 Eagle, CO 81631
thyssenkrupp Elevator Corporation ("thyssenkrupp Elevator Corporation," "thyssenkrupp Elevator,"
"thyssenkrupp," "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. thyssenkrupp 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 MAX Eligible
Hydro MRL Only
Elevator
EEY084 EEY084 3 thyssenkrupp Elevator Yes
Scope of Work
Service Visits
thyssenkrupp 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 thyssenkrupp’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").
thyssenkrupp Elevator will examine covered parts and components of the Unit(s) including:
•Control and landing positioning systems
•Signal ifxtures
•Machines, Drives, Power units, pumps, valves, and above-ground jacks
•Car and hoistway door operating devices and door protection equipment
•Loadweighers
•Wire Ropes
•Safety mechanisms
In order to ensure optimum operation, thyssenkrupp 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 thyssenkrupp Elevator's Maintenance Control Program
thyssenkrupp 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 ifrst fully executed by both
Parties. Section 8.6 of that code currently requires Unit owners to have a Maintenance Control Program (“MCP”). thyssenkrupp
Elevator’s MCP meets or exceeds section 8.6 of that code. Our MCP incorporates thyssenkrupp Elevator’s Basic Elevator and
Escalator Procedures Manual listing the processes we follow when performing those maintenance, repair, replacement and testing
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services that are speciifcally described as included in this Agreement. Our MCP also includes thyssenkrupp 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 thyssenkrupp
Elevator.
We will respond to Service Requests during Regular Time, as deifned 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 ifve (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, thyssenkrupp 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 thyssenkrupp 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.
Fireifghters' Service Testing
Should your Unit(s) be equipped with a phase I and phase II ifreifghters' 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 ifrst 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
thyssenkrupp 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 ifreifghters’ 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 speciifcally 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
Gold Service Agreement
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debris; any loss of power, power lfuctuations, 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; ifre,
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 thyssenkrupp 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, reifnishing,
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 ifxtures, hoistway door panels, door frames,
swing door hinges and closing devices, sills, car lfooring, lfoor covering, lighting ifxtures, 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 ifre-suppression or
ifre-detection equipment of any type or kind including, but not limited to, smoke detectors, ifre 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, humidiifers, de-humidiifers, 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 speciifcally 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 thyssenkrupp’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.
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 thyssenkrupp 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 ifxture. Instead, thyssenkrupp 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, thyssenkrupp 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 thyssenkrupp Elevator and is being installed for the sole use and beneift 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 ifxes and reduced downtime.
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EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
thyssenkrupp Elevator offers an additional menu of services available as outlined in the attached MAX Exhibit for your consideration
and acceptance at an additional fee. The services you select will be governed by the terms and conditions of this Agreement to the
extent that they do not conlfict with the terms and conditions of the MAX Exhibit. In the event of a conlfict, the terms and conditions of
the MAX Exhibit will exclusively govern the subject matter of those terms and conditions.
Customer Web Portal and Mobile App
thyssenkrupp 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, thyssenkrupp 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, thyssenkrupp Elevator reserves the right to restrict Purchaser’s access
to the CP and App if any of Purchaser's accounts with thyssenkrupp Elevator has an outstanding unpaid balance greater than 30 days
or in the event of anticipated or pending litigation of any kind. thyssenkrupp 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 thyssenkrupp Elevator from
any and all claims of any type or kind arising out of or related to that discontinuation.
thyssenkrupp Communications®
You may supplement this Agreement with an additional suite of services through our thyssenkrupp 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
"thyssenkrupp 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 thyssenkrupp 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 12 months after the signed date of the Final Acceptance Form for the Unit 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 certiifed mail, return receipt requested to the thyssenkrupp Elevator oiffce address found in this Agreement. Time is of
the essence.
Price
The price for the services as stated in this Agreement shall be $260.42 per month, inclusive of all applicable sales and use taxes,
payable annual in advance. The billed amount may vary based on discounts as accepted by Purchaser's initials below and
adjustments referenced in this Agreement that are applied throughout the life of the Agreement.
The total contract price of this Agreement is not relfective of discounts and price adjustments which may apply at the time of the ifrst
or any subsequent billing period. Those discounts and adjustments include but are not limited to a Payment Frequency Discount,
Extended Term Discount as outlined in the schedules below. Based on the circumstances, conditions and intentions expressed at the
time of this Agreement is executed by the Parties, the monthly Agreement price will be $250.00. The calculations to arrive at this total
are summarized as follows:
•Total Contract Price: $260.42
•Total Discounts & adjustments: 4.00 %
•Net adjustment value: $10.42
•Final monthly price based on applicable discounts, adjustments and payment plan: $250.00
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EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
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%
$10.42
Current Selection
Seven (7)
2%
$5.21
Semi Annual
2%
$5.21
Ten (10)
4%
$10.42
Quarterly
No Change
$0
Fifteen (15)
8%
$20.83
We reserve the right to increase all charges under this Agreement not to exceed a total of 5.00% annually.
Payment
Payments are due upon receipt of each of your thyssenkrupp Elevator invoices. If you do not timely pay any sum due to thyssenkrupp
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 thyssenkrupp Elevator that are in
any way related to any of the Unit(s) described in this Agreement. If thyssenkrupp 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 thyssenkrupp Elevator's suspension of service. Upon resumption of service, you will be responsible for payment to
thyssenkrupp 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.
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
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 ifnds 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 thyssenkrupp 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, waterprooifng, lighting, ventilation, and
appropriate air temperature control to maintain that room at a temperature between 50°F and 90°F. 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 thyssenkrupp Elevator's inspection of a Unit serviced under this Agreement reveals an operational problem which, in
thyssenkrupp Elevator's sole judgment, jeopardizes the safety of the riding public, thyssenkrupp Elevator may shut down the Unit until
such time as the operational problem is resolved. In that event, thyssenkrupp 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.
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EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
thyssenkrupp 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 thyssenkrupp Elevator other than that speciifcally mentioned
herein is included or intended. It is agreed that thyssenkrupp 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 thyssenkrupp 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 thyssenkrupp 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 ifgure shall be exclusively the Purchaser's responsibility.
Since thyssenkrupp 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.
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, thyssenkrupp 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, speciifcally 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. thyssenkrupp 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, THYSSENKRUPP 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, THYSSENKRUPP 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 THYSSENKRUPP 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
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EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
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 thyssenkrupp Elevator performing the services herein speciifed, you expressly agree, to the fullest extent permitted
by law, to indemnify, defend, save harmless, discharge, release and forever acquit thyssenkrupp Elevator Corporation, our employees,
oiffcers, agents, aiffliates, and subsidiaries from and against any and all claims, demands, suits, and proceedings brought against
thyssenkrupp 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 thyssenkrupp Elevator
and/or our employees. You recognize that your duty to defend thyssenkrupp 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 thyssenkrupp 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 thyssenkrupp Elevator
Corporation, along with its oiffcers, agents, aiffliates and subsidiaries for those claims and/or losses referenced in the above
paragraph, and for claims and/or or losses arising from the sole negligence or responsibility of thyssenkrupp 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 thyssenkrupp 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 thyssenkrupp 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 ifnding
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.
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EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
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 ifrst page of this document unless revoked by
thyssenkrupp Elevator earlier in writing to Purchaser. Your acceptance of this Agreement and its approval by an
authorized manager of thyssenkrupp 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 thyssenkrupp 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 thyssenkrupp Elevator manager.
Two 10 at Castle Peak
(Purchaser):
thyssenkrupp Elevator Corporation Management Approval
By: \s1
By:
(Signature of Authorized Individual)
Matt Andrews
(Print or Type Name)
(Print or Type Title)
(Signature of Branch Representative)
Gregory Rao
Branch Manager
(Date of Acceptance)
(Date of Execution)
For inquiries regarding your contract or services provided by thyssenkrupp Elevator, please contact your local branch
oiffce:
695 Lindbergh Dr
Eagle, CO 81631
970-328-5955
Thank you for choosing thyssenkrupp Elevator. We appreciate your business.
John Canty
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EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
Exhibit A
MAX
MAX is thyssenkrupp Elevator’s smart, machine learning Internet of Things (“IoT”) solution that has the ability to increase elevator
availability and reduce out-of-service situations through real-time diagnostics. Connected 24/7/365, machine data covering topics
such as door movements, trips, power-ups, car calls, and error codes is collected from MAX-connected elevators worldwide and is
sent to the cloud. From there, depending on the menu of services you select below (a “Digital Service Package”), unique algorithms
that are capable of analyzing that data and recognizing patterns to assist in computing the equipment’s operation and providing
precise and predictive diagnostics can be delivered to the technician in near real time, indicating where intervention is needed. The
Digital Service Package you select will be governed by both the terms and conditions of the Agreement covering the Units described
below and this MAX Exhibit and in the event that those terms conlfict, the terms and conditions of this MAX Exhibit will exclusively
govern the subject matter of those terms and conditions.
With MAX, we are able to offer the following Digital Service Packages with value-added features (“features”) to your Agreement:
The (CHECK MARKS) below indicate which features are available in each of the individual Digital Service Packages.
MAX Plus
MAX Pro
MAX Premium
IoT Connected with MAX Virtual Coach
MAX device connected to thyssenkrupp's IoT-based cloud
enabling near real-time status and communication. Information
obtained via machine learning is sent to our technician's mobile
device with the service request to promote early diagnosis,
faster ifxes and reduced downtime.
Email Notifications
Stay informed of recent services provided via entries generated
by our technicians available for your review in our customer
web-based portal.
Web Portal & Mobile App
Secure access to your account including basic unit information
and historical service information via web and native Android &
iOS Apps.
MAX Traffic Statistics
Make smarter, data-driven decisions about your building by
analyzing how elevator traiffc changes over time in our customer
web-based portal
Real-Time Status and Failure Alerts
Near real-time push notiifcations available via a mobile App or e-
mail when a MAX-enabled unit shuts down and is returned to
service.
Auto Response / Dispatching
As soon as our MAX technology veriifes a failure we will
immediately respond during Regular Time or seek your
authorization to respond during Overtime to get your equipment
back up and running.
No Charge Running on Arrival ("ROA") Guarantee
Since we are monitoring your elevator's operation, we will not
bill you if our technician is dispatched on regular time and ifnds
the unit ROA or is on independent service, ifreifghters' service,
or is the subject of an engaged stop button/feature.
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EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
MAX Plus
MAX Pro
MAX Premium
Social Distancing Service
When changes are made to the Controller Software or
Destination Dispatching program to promote social distancing,
our MAX Premium Team will monitor the traiffc patterns in the
building for increased demand and communicate this
information back to you.
MAX Team Monitoring
The MAX Premium team of experts will perform a regular review
of the traiffc and service history, predictive analytics and other
relevant data and insights to promote optimum uptime and
recommendations to keep your building moving most eiffciently.
Predictive Intervention
If during its review of traiffc and service history, predictive
analytics and other relevant data our MAX Premium team of
experts recognizes what it believes to be a certain upcoming
failure on a unit we will pre-emptively dispatch a technician to
investigate and address the issue. These preventative actions
taken before your elevator fails will increase your equipment’s
uptime and reduce inconvenience.
Subscription Price per unit per month
$10
$35
$95
Price, Term and Your Digital Service Package
We have included the following Digital Service Package notated below for the selected units below for an additional price of $35 per
month which will be billed to you separately from the price of the Agreement (the “MAX Charge”). The cost of your selected
Digital Service Package is not subject to any discounts. Due to the changing nature of technology, thyssenkrupp Elevator reserves the
right to increase the MAX Charge not to exceed a total of ifve percent (5%) annually.
The Digital Service Package noted below will be provided to you on a month-to-month basis and may be substituted for another
package or cancelled at any time with thirty (30) days prior written notice by either Party to the other.
Building Name
Equipment Type
Nickname
Stops
MAX Plus
MAX Pro
MAX Premium
Two 10 at Castle Peak `
Hydro MRL
Only
Elevator
3
Current Selection
Unless otherwise provided for in the Agreement, any Service Requests, repairs, or maintenance initiated by the Digital Service
Package shall be performed during Regular Time.
As technology changes or enhancements to our Digital Service Packages become available, thyssenkrupp Elevator may, in its sole
discretion, change any aspect of any feature on thirty (30) days written notice to Purchaser. Such changes can include, but would not
be limited to, modifying, adding or eliminating content, access to information and/or reports, application support, operating system
support and other aspects that thyssenkrupp may deem appropriate in its sole opinion.
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EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
Exhibit B
thyssenkrupp Communications®
thyssenkrupp Elevator offers an additional suite of services through our thyssenkrupp Communications® call center separate and
apart from those services included with your Agreement. We have notated below each additional thyssenkrupp Communications
Service that you have selected for each of the Units covered under your Agreement and the corresponding total price of those services
per Unit.
Building Name Equipment Type Nickname Phone
Monitoring
Elevator
Telephone #
Two 10 at Castle Peak `
Hydro MRL Only
Elevator
Current Selection
A description of each available thyssenkrupp Communications service and the additional applicable terms and conditions follow.
Phone Monitoring Service
If “Phone Monitoring” is selected for speciifc Units in the chart above then we will provide 7 days per week, 24 hours per day, 365
days per year dispatching service, through its centralized thyssenkrupp Communications call center, for those speciifed units. The
dispatching service will be provided for calls placed by Purchaser outside of Regular Time to the local thyssenkrupp 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, thyssenkrupp
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 thyssenkrupp Elevator service technician to be dispatched to the
location of the equipment. Calls cannot be placed to “9-1-1” as the centralized thyssenkrupp Communications call center does not
have dialing access to local “9-1-1” numbers.
This Phone Monitoring Service speciifcally 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 thyssenkrupp 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 conlfict, 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 and Term
In light of the modiifcations to Agreement set forth above, you agree to an additional price of $0 per month which will be billed to you
separately from the price of the Agreement (the “thyssenkrupp Communications Services Charge”). The cost of your selected
thyssenkrupp Communications Services is not subject to any discounts. Due to the changing nature of technology, thyssenkrupp
Elevator reserves the right to annually increase the thyssenkrupp Communications Services Charge with such an annual increase not
to exceed a total of ifve percent (5%) of the prior year’s thyssenkrupp Communications Services Charge.
Gold Service Agreement
2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 11
EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
thyssenkrupp Communications Contact Information - To Be Completed by Purchaser
Purchaser hereby acknowledges that as a condition precedent to thyssenkrupp Elevator's placement of calls to Purchaser's
Designated Contacts and any Local Emergency Services under this Agreement, Purchaser must ifrst complete all sections of the
thyssenkrupp communications Contact Information section below. Purchaser further acknowledges that it is Purchaser's sole
responsibility to advise thyssenkrupp 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 thyssenkrupp Elevator
ifrst receiving such request in writing from Purchaser's authorized representative.
Under those circumstances where thyssenkrupp Elevator is unable to reach Purchaser's Designated Contacts, Purchaser hereby gives
thyssenkrupp Elevator express permission to dispatch a thyssenkrupp Elevator service technician to the location of the equipment at
Purchaser's expense in accordance with thyssenkrupp Elevator's applicable billing rates. Purchaser further agrees that thyssenkrupp
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 speciifc 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, thyssenkrupp 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 thyssenkrupp Elevator call center operator perceives that a call from within the elevator constitutes a medical or
other emergency, Purchaser hereby gives thyssenkrupp Elevator the express permission to call Local Emergency Services at the
telephone numbers provided above at thyssenkrupp 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
thyssenkrupp Elevator shall not be responsible for ensuring an appropriate (or any) response by Local Emergency Services to that call.
Gold Service Agreement
2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 12
EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
Customer Portal & Mobile App setup form
Name:
Matt Andrews
Address:
(if different from contract)
City:
State:
Zip Code:
Phone:
Email:
matt.andrews@eaglecounty.us
Subscribe to email
notiifcations:
2020-2-962056 | ACIA-1L72I45 | October 14, 2020
EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
11
ECHDA General Services Final 5/14
EXHIBIT B
INSURANCE CERTIFICATE
DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 DATE (MM/DD/YYYY)
01/27/2021
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
thyssenkrupp Elevator Corporation
695 Lindbergh Dr.Unit E
Gypsum,CO 81637
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:ACE Fire Underwriters Insurance Company 20702
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: 1936071 REVISION NUMBER: 1
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:
GLD5668800 /GLD5668900 07/31/2020 10/01/2021 EACH OCCURRENCE $2,000,000
DAMAGE TO RENTED
PREMISES (Ea occurrence)$100,000
MED EXP (Any one person)$5,000
PERSONAL &ADV INJURY $2,000,000
GENERAL AGGREGATE $2,000,000
PRODUCTS -COMP/OP AGG $2,000,000
B
AUTOMOBILE LIABILITY
X ANY AUTO
OWNED AUTOS
ONLY SCHEDULED
AUTOS
HIRED AUTOS
ONLY NON-OWNED
AUTOS ONLY
ISAH25313665
10/01/2020
10/01/2021
COMBINED SINGLE LIMIT
(Ea accident)$2,000,000
BODILY INJURY(Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAB OCCUR
EXCESS LIAB CLAIMS-MADE
DED RETENTION $
EACH OCCURRENCE
AGGREGATE
C
B
C
D
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 WLRC67462671 (AOS)
WLRC67462713 (CA,MA)
WLRC67462671 (TX)
WLRC67462798(WI)
10/01/2020
10/01/2020
10/01/2020
10/01/2020
10/01/2021
10/01/2021
10/01/2021
10/01/2021
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:106500 -Named Insured Includes:ThyssenKrupp Elevator Corporation -Address:695 Lindbergh Dr.Unit E Gypsum,CO 81637
Project Number:US190670 -Project Name:Two 10 at Castle Peak -Address:210 Freestone Rd EAGLE,CO 81631 -Project Type (s):Elevator Maintenance
CERTIFICATE HOLDER CANCELLATION
Eagle County Housing and Development Authority
210 Freestone Rd
EAGLE,CO 81631
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: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2
AGENCY CUSTOMER ID:
LOC #:
ADDITIONAL REMARKS SCHEDULE Page 2 of 2
AGENCY
POLICY NUMBER
See First Page
CARRIER
See First Page
NAIC CODE
NAMED INSURED
thyssenkrupp Elevator Corporation
695 Lindbergh Dr.Unit E
Gypsum,CO 81637
EFFECTIVE DATE:
ADDITIONAL REMARKS CERTIFICATE NUMBER: 1936071
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM.
FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE
Eagle County Housing and Development Authority
The Additional Insured(s)listed above is/are added as Additional Insured(s)with respect to Automobile,General Liability and Umbrella policies,but only
to the extent required by written contract and only to the extent that coverage is afforded under these policies.
ACORD 101 (2008/01) ©1988-2010 ACORD CORPORATION.All rights reserved.
The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2