No preview available
HomeMy WebLinkAboutC09-479 Vaisala Mnt Service AgreementPage 1 of 8 MAINTENANCE SERVICE AGREEMENT THIkS AGREEMENT, made and entered into this X~~ day of ~`~i~-~~'1V'xk~ , 20 ~_, by and between VAISALA,INC ("VAISALA"), a Corporation of Louisville, Colorado, and EAGLE COUNTY, COLORADO, by and through its Board of County Commissioners, a body corporate and politic ("COUNTY"). WITNESSETH: WHEREAS, VAISALA, being duly incorporated and existing under and by virtue of the Laws of the State of Delaware, with its principal place of business being 194 S. Taylor Avenue, Louisville, Colorado and authorized to do business within the state of Colorado; and WHEREAS, in the furtherance of the corporation's business, it is the desire of VAISALA to provide maintenance services; and, WHEREAS, it is the desire of the COUNTY to accept such maintenance services with VAISALA; NOW, THEREFORE, in consideration of the mutual promises of the parties, it is agreed as follows: 1. VAISALA will perform scheduled periodic service of the facilities described in paragraph "FACILITIES" at the Eagle County Airport, for a period of five years, effective the 1St day of January, 2010 through December 31, 2014. Notwithstanding the foregoing and anything to the contrary contained in this Agreement, the COUNTY shall have no obligations under this Agreement, nor shall any payments be made to VAISALA in respect to any period after December 31, 2010 and each calendar year during the term of this Agreement, without appropriation therefore by the COUNTY in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statues, the Local Government Budget Law (C. R. S. 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 2. For services rendered, VAISALA shall receive the annual sum of $39,984, to be billed at the quarterly rate of $9,996 and paid to VAISALA, by the COUNTY, in advance, by the 10th of each month of the first month of each quarter. An interest rate of 1 % per month will be charged on any invoice 45 days, or more, past due. 3. The service and repair will consist of two types: a) scheduled periodic service and adjustment; and b) restoration of the facilities following an unscheduled outage. Cod-~'~-Dl Page 2 of 8 4. The scheduled periodic service and adjustments will consist of those routine tests and adjustments required by 14 CFR Part 171 for non-federal airports. VAISALA will record the results of these tests in a station log and send copies to the FAA. VAISALA will maintain the required 6000 series records. VAISALA will attend FAA facility visits required by 14 CFR 171 and/or flight inspections, provided that these occur as scheduled. Cancellations or excessive delays occurring in these visits after the VAISALA representative is on site or en route will be invoiced at a rate of $950/day, in half day increments, portal to portal, plus travel expenses. 5. The restoration of the facilities following an unscheduled outage will be performed by VAISALA as soon as possible after the outage is reported, with an average response time of twenty-four (24) hours or less. 6. The parties hereto understand and agree that the COUNTY maintains an inventory of spare parts for the equipment. Repair/replacement and maintenance of the inventory of spare parts will be at the expense of the COUNTY. Following an outage, as contemplated by this paragraph, VAISALA will utilize parts from the COUNTY'S inventory to restore the facilities to operation. When the facilities are restored, the COUNTY will be given the option of repairing or replacing any damaged assemblies for return to inventory. If desired, VAISALA will, at the expense of the COUNTY, repair or replace the damaged assembly. If parts or assemblies necessary to restore a station to operation following an outage as contemplated by this paragraph, are not available in the COUNTY'S inventory, VAISALA will provide parts as required at the expense of the COUNTY. 7. It is an FAA requirement that properly calibrated test equipment for each NAVAID station be available. The parties hereto understand and agree that the COUNTY will furnish and calibrate said test equipment in accordance with FAA requirements. 8. It is the responsibility of the COUNTY to provide transportation for VAISALA personnel between the airport and the equipment site(s). 9. It is the responsibility of the COUNTY to provide and maintain security in and around the equipment to be maintained under this AGREEMENT. 10. The COUNTY is responsible for the issuance of all NOTAMS (Notice to Airmen) relating to the status of the facilities herein maintained. 11. It is the responsibility of the COUNTY to maintain the grounds and buildings associated with the NAVAIDS (Navigational Aids) in good repair and to standards required by the FAA. Page 3 of 8 12. VAISALA will carry aviation products liability insurance in the amount of $5,000,000 for the term of the contract. VAISALA shall carry general liability premises operations insurance in the amount of $1,000,000 per occurrence and $2,000,000 aggregate. 13. VAISALA agrees to name Eagle County, Colorado, as an additional insured under our general liability and products completed operations policies, but only as respect to work done for Eagle County, Colorado, by VAISALA. 14. VAISALA shall provide Workman's Compensation Insurance for its employees. VAISALA shall provide to the County certificates of insurance to the satisfaction of the Eagle County Attorney. 15. VAISALA shall not assign any of its rights or duties under this Agreement to a third party without the prior written consent of COUNTY. Any assignment without prior written consent of COUNTY shall cause this Agreement to terminate. 16. VAISALA, its officers, agents, employees and any other persons over which VAISALA has control, shall comply with all rules and regulations governing or relating to the use of the Airport, now existing or as may from time to time be amended or promulgated by the COUNTY or other governmental entities or agencies. 17. This agreement does not, and shall not be deemed or construed to, confer upon or grant to any third party or parties any right to claim damages or to bring any suit, action or other proceeding against either VAISALA or COUNTY because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. 18. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 19. The parties to this Agreement intend that the relationship of VAISALA and COUNTY is that of independent contractor. No agent, employee, or volunteer of the VAISALA shall be deemed to be an agent, employee or volunteer of COUNTY. Page 4 of 8 20. Any notices required under this Agreement shall be given in writing by registered or certified mail, return receipt requested which shall be addressed as follows: For County: For VAISALA: Chris Anderson Scott Sternberg Airport Administration Mgr President Eagle County Regional Airport VAISALA Inc PO Box 850 194 South Taylor Ave. Eagle, CO 81631 Louisville, CO 80027 21. FACILITIES The facilities to be maintained by VAISALA are located at the Eagle County Airport in Eagle, Colorado, and consist of the following: See Appendix A attached hereto and incorporated herein by this reference. 22. EXCLUSIONS The facilities maintained by VAISALA are turned over after VAISALA's maintenance action to the COUNTY for status monitoring and operation under IFR Air Traffic Control, with the FAA and other pilots as users of the system. VAISALA, therefore, is not responsible for operation of the facilities. VAISALA is not responsible for damage due to power outage, lightning, flood, windstorm, rain, snow or other Acts of God, nor vandalism or tampering by unauthorized individuals, nor any design, engineering, installation or manufacturing defects. VAISALA will bill the COUNTY at the rate of $950/day, in half day increments, portal to portal, plus travel expenses, should repairs or restoration be necessary due to any of these causes. In addition, should unscheduled outages be caused by the failure of the COUNTY to implement an upgrade or repair identified or requested by VAISALA in the course of their maintenance activities, the outage response will be billed at the rate of $950/day, in half day increments, portal to portal, plus travel expenses. New Year's Eve, New Year's Day, Memorial Day, July 4`h, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve, and Christmas Day are holidays observed by the VAISALA staff. If an outage occurs that requires technician response on any of these days, VAISALA will charge an additional $600. 23. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES: If VAISALA has any employees or subcontractors, VAISALA shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By execution of this Contract, VAISALA certifies that it does not knowingly Page 5 of 8 employ or contract with an illegal alien who will perform under this Contract and that VAISALA 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 work under this Contract. A. VAISALA shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to VAISALA that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. VAISALA has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract 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: http://www.dhs.g_ov/xprev~rot/programs/~c 1185221678150.shtm C. VAISALA 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 VAISALA obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, VAISALA shall be required to: (i) Notify the subcontractor and the County within three days that the VAISALA has actual knowledge that the subcontractor is employing or contracting with an illegal alien; 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 illegal alien; except that VAISALA shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. E. VAISALA shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Page 6 of 8 department is undertaking pursuant to its authority established in C.R.S. § 8-17.5-102(5). F. If VAISALA violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, VAISALA shall be liable for actual and consequential damages to the County as required by law. G. The County will notify the office of the Colorado Secretary of State if VAISALA violates this provision of this Contract and the County terminates the Contract for such breach. 24. Sole Source Government Contracts. If VAISALA has entered into a sole source government contract or contracts with the State of Colorado or any of its political subdivisions as defined in Article XXVIII of the Colorado Constitution, which including this contract in the aggregate on an annual basis equal or exceed the amount of $100,000, then the following provisions apply: A. Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, Contractor, on behalf of itself ,any person who controls ten percent or more of the shares of or interest in VAISALA, and VAISALA's officers, directors and trustees (collectively, the "Contract Holder") shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of VAISALA Holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state or any of its political subdivisions. B. The parties further agree that if a Contract Holder makes or causes to be made any contribution intended to promote or influence the result of an election on a ballot issue, the Contract Holder shall not be qualified to enter into a sole source government contract relating to that particular ballot issue. C. The parties agree that if a Contract Holder intentionally violates sections 15 or 17(2) of Article XXVIII of the Colorado Constitution, as contractual damages that Contract Holder shall be ineligible to hold any sole source government contract, or public employment with the state or any of its political subdivisions, for three years. D. The Contract Holder agrees to comply with the summary and notice provisions of Section 16 of Article XXVIII of the Colorado Constitution. Page 7 of 8 E. These provisions shall not apply to the extent they have been enjoined or invalidated by a court of competent jurisdiction. F. All terms used in this Section and not otherwise defined in this Agreement shall have the same meaning as set forth in Article XXVIII of the Colorado Constitution. 25. TERMINATION This AGREEMENT shall automatically terminate on December 31, 2014 unless earlier terminated as set forth herein. Either party may terminate this Agreement with or without cause upon ninety (90) days written notice to the other. Upon termination VAISALA shall be paid for services satisfactorily performed to the date of termination and each party shall be relieved of any further obligations under this Agreement. 26. TOTAL /AGREEMENT This Agreement supersedes all previous communications, negotiations and/or agreements between the respective parties hereto, wither verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in this Agreement. No alterations, amendments, changes or modirications to this Agreement shall be valid unless executed by an instrument in writing signed by both parties. 27. Any revision, amendment or modification to this Agreement shall only be valid if in writing and signed by all parties. All services provided pursuant to this Agreement shall be performed in compliance with all federal, state, and local statues, laws, ordinances, resolutions, orders, permits and regulations governing or otherwise applicable to the services to be performed hereunder. Page 8 of 8 28. This agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue for any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. VAISALA, INC. BOARD OF COUNTY COMMISSIONERS EAGLE COUNTY, COLORADO ~, By: By: Name: S~.f>tC' ~tet~~ ~ ~ Name: Title: ~~~~~-.;~ y~u.~;~•- ~rL Title: 1~~~U.ti1~'~~'?CLV~ - /_ ' ~ ~,~C~ Attest: ~+~=~'~ Attest: y ~ '~ ~ c°tos~d° Date: "v 0 Date: