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ECHDA21-04 ThyssenKrupp Elevator Corporation
AGREEMENT 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. DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 2/10/2021 ECHDA21-04 2 ECHDA General Services Final 5/14 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. DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 3 ECHDA General Services Final 5/14 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, DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 4 ECHDA General Services Final 5/14 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 DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 5 ECHDA General Services Final 5/14 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 DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 6 ECHDA General Services Final 5/14 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. DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 7 ECHDA General Services Final 5/14 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 DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 8 ECHDA General Services Final 5/14 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. [Rest of page intentionally left blank] DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 9 ECHDA General Services Final 5/14 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: ______________________________ DocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 Branch Manager Greg Rao 10 ECHDA General Services Final 5/14 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 Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 1 EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 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 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 2 EXHIBIT ADocuSign Envelope ID: 53C525F3-7FDA-4F15-AF53-D02C3F3588D2 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. Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 3 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 Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 4 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. Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 5 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 Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 6 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. Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 7 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 Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 8 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. Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 9 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. Gold Service Agreement 2020-2-962056 | ACIA-1L72I45 | SCV1200929 | October 14, 2020 10 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