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HomeMy WebLinkAboutC15-029 Vaisala, Inc.AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND VAISALA, INC. THIS AGREEMENT ( "Agreement ") is effective as of the day of j 2015 by and between Vaisala, Inc., a Colorado Corporation (hereinafter "Contractor ") and Eagle County, Color do, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, the Airport desires to have Contractor perform aviation support and preventative maintenance and, if necessary, perform equipment restoration and repair services for navigational aids and tower equipment on an on- call basis (the "Project") at the Eagle County Regional Airport (the Airport"), Gypsum, Colorado (the "Facility"); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the aviation support and preventative maintenance and the on -call equipment restoration services described in Exhibit A and Exhibit B (collectively the "Services" or "Work "), attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. Services will consist of two types: i. Preventative maintenance Services for a period of one year, consisting of those Services described in Section 1.1 of Exhibit B. ii. On -call equipment restoration Services for a period of one year, consisting of those Services described in Section 1.2 of Exhibit B. Contractor shall perform the on -call equipment restoration Services at the rates set forth in paragraph 5 hereof and in accordance with a formal proposal to be provided by Contractor prior to commencement of each on -call Service, and approved by County in writing. Contractor agrees to furnish the on -call equipment restoration Services in accordance with the schedule established in each proposal approved by County. iii. 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 or Exhibit B and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County's Representative. The Airport'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 be effective as of January 1, 2015, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 31st day of December, 2015. 4. Extension or Modification. This Agreement may be extended for up to three (3) additional one -year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non - payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. Compensation under this agreement shall be as follows: a. Compensation for preventative maintenance Services shall not exceed $40,400.00 annually. Said sum shall be invoiced and paid on a quarterly basis. b. Compensation for on -call equipment restoration Services shall be paid on an as- needed basis in accordance with the fees as described on Exhibit A, specifically: i. Unplanned Outage Fee: $1,500.00 per day excluding lightning or bird strikes. The Unplanned Outage Fee is billed in half -day increments, portal to portal, plus travel costs and expenses. Unplanned outages are defined as any restoration outside of normal or anticipated causes of equipment failure, which outside causes include, but are not limited to, acts of God, weather damage, lightning strikes, vandalism or other damage caused by unauthorized Airport personnel or third parties. The Unplanned Outage Fee is billed for each day or part thereof that equipment restoration on -call services are required. ii. Facility Visit Fee: $1,500.00 per day excluding flight check. Facility Visits are defined as any Facility site visit not required for preventative maintenance or equipment restoration on -call services. Upon County's written request and Contractor's written acceptance thereof and subject to mutually agreeable thnes, Contractor will visit the County Facility concurrent with Federal Aviation Administration (FAA) required or requested customer site visits. County agrees to pay the Facility Visit Fee to Contractor for such Facility site visits. The Facility Visit Fee is billed in half -day increments, portal to portal, plus travel costs and expenses. iii. Holiday fee: $500.00 per day. If an equipment failure or outage occurs on any of the following holidays, the County shall pay Contractor the Holiday Fee in addition to the Unplanned Outage Fee: New Year's Eve, New Year's Day, Memorial Day, July 4n' (Independence Day), Labor Day, Thanksgiving Day, Christmas Eve and Christmas Day. 2 Eagle County General Services Final 5/14 C. Total compensation under this Agreement shall not exceed $140,400.00 ($40,400.00 for preventative maintenance Services and $100,000.00 for on -call equipment restoration Services, including parts and travel expenses). Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. d. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. C. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. f. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. g. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required by law. 3 Eagle County General Services Final 5/14 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. Employer's Liability Insurance with limits not less than $1,000,000. iv. Commercial General Liability Insurance coverage to include premises and operations, personal /advertising injury, products /completed operations, contractual liability, and broad form property damage with limits of liability not less than $2,000,000 per occurrence and $2,000,000 aggregate limits. iv. Excess Liability Insurance with limits not less than $5,000,000. V. Aviation Liability Insurance with limits not less than $10,000,000. b. Other Requirements. i. The insurance described above shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements will be provided within ten (10) days of execution of this Agreement. Contractor is not authorized to commence performance of Services until the insurance certificate in a form satisfactory to the County is received. In addition, all such policies shall be kept in force by Contractor until the applicable statute of limitations for the Project and the Services has expired. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. ii. Contractor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. V. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Limitation of Liability /Indemnification. a. Contractor will be permitted to enter County's Facility and have access to County's personnel or equipment upon reasonable notice and during normal business hours; provided that Contractor complies with County's security procedures. Contractor shall maintain aviation products and comprehensive liability insurance, as recited above, during the Term of this Agreement. Contractor agrees to take all reasonable precautions to prevent 4 Eagle County General Services Final 5/14 any injury to persons to any damage to property in the performance of the Services rendered by Contractor under this Agreement. b. Contractor's entire liability hereunder to County for any breach of this Agreement shall be limited to $7 million, except for any damages or claims for damages or equitable relief resulting from Contractor's breach of County's proprietary and/or confidential interest as set forth in Section 9 below. Potential liability for claims by third parties is covered by Section 8.d. below. C. With regard to proprietary and/or confidential information and rights and interests, either party shall be entitled to pursue any legal and/or equitable action, including injunctive relief, against the other with regard to any misuse, misappropriation or breach of any term or condition recited herein with regard to such other party's confidential and/or proprietary claims. d. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. e. In connection with indemnity by Contractor hereunder, Contractor's entire liability shall be limited to $7 million; and therefore, in no event shall Contractor be liable for any amounts beyond $7 million for any claims made under Contractor's indemnification of the County under Section 8.d. herein 9. Confidential and /or Proprietary Information. a. During the Term of this Agreement, each party may be exposed either in writing, orally or through observation, to the other party's confidential and/or proprietary information ("Confidential Information "). Confidential Information includes, but is not limited to, product specifications, drawings, design plans, product blueprints, ideas, inventions, methods, processes, mechanical/electrical specifications, current and future product plans, system architectures, product strategies, software (object, source or microcode), scientific or technical data, prototypes, demonstration packages, documents, marketing strategy, customer lists, equipment, personnel information, business strategies, financial information, instruction manuals, and any other business and/or technical information related to the atmospheric and weather technology fields or any information marked with a disclosing party's confidential or similar type legend. b. The receiving party shall use the Confidential Information only for the purposes of this Agreement and for no other purpose whatsoever. The receiving party shall not disclose, disseminate or distribute the Confidential Information to any third party, except as may be required by law. However, Contractor shall be permitted to disclose Confidential Information to agents, employees, subcontractors and consultants, who have a definable need to know, and who are under written obligations commensurate with the terms and conditions recited herein. The receiving party shall protect the Confidential Information using the same degree of care, but no less than a reasonable degree of care, it would to protect its own information of a like nature. Confidential Information shall remain confidential for a period of two (2) years following termination of this Agreement; except that any Confidential Information that is designated as a trade secret shall remain confidential until one of the events recited in Section 9, c. occurs. 5 Eagle County General Services Final 5/14 C. The receiving party shall not be obligated to maintain the confidentiality of the Confidential Information if such Confidential Information: (i) is or becomes a matter of public knowledge through no fault of the receiving party; (ii) is disclosed as required by law; provided that, the receiving party promptly notifies the disclosing party of such request to disclose so that the disclosing party has the opportunity to seek a protective order or similar order to prevent such disclosure of Confidential Information; (iii) is authorized, in writing, by the disclosing party for release; (iv) was rightfully in the receiving party's possession before receipt from the disclosing party; or (v) is rightfully received by the receiving party from a third party without a duty of confidentiality. d. No license under any trademark, patent, copyright or other intellectual property right is granted, either expressed or implied, by the disclosing of such Confidential Information by the disclosing party to the receiving party. e. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when 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 address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Chris Anderson 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970 - 328 -2645 Facsimile: 970- 328 -2687 E -Mail: chris.anderson@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: attv@eaglecounty.us K�2►Yy;7C�1Ci)�I Vaisala, Inc. Attention: Jerry Kirkpatrick 194 South Taylor Ave 6 Eagle County General Services Final 5/14 Louisville, CO 80027 Telephone: 303-4024774 Facsimile: 303 - 499 -1767 E -Mail: ierrv.kirkpatrickna,vaisala.com 11. Termination. Either party 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 other party. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9.e. hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue. Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counteparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24 -71.3 -101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. C. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor warrants that all Services provided by it shall be performed by qualified field technicians and by other personnel, who have all certifications and licenses required by the FAA. 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 7 Eaggle Coanty General Services Final 5/14 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 County. Nothing contained in this Agreement shall be deemed to create a relationship of employer - employee, master- servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. It. 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. L This Agreement and Exhibit A and Exhibit B 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 County. 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. 1. 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 County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 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 paragraph 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 8 Eagle County General Services Final 5/14 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: Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or 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: http: / /www.dhs.gov /xprevprot /programs /gc 1185221678150.shtm C. Contractor shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening ofjob 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 County 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, County 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 County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALL Y LEFT BLANK] 9 Eagle County General Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Attest: 0 Teak J. Simonton, Clerk to the COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its B ARD OF COUNTY CONMSSIONERS By: hairman i (�- b;ii'-'t YI tacm -- 4-E e-4 v— CONTRACTOR: VAISALA, INC. By, e�r 9G� lI • �' /ems"" !�. Print Name: % jmeiTff J-, 4wmo � v[ Title: La2pcM+fT� SzZ$c��hl 10 Eagle County General Services Final 5/14 EXHIBIT A Aviation Support and Maintenance Services Pricing Schedule 11 Eagle County General Services Final 5/14 n� � ilt 11; E :rlk 194 South Taylor Ave. Louisville, CO 80027 AVIATION SUPPORT AND MAINTENANCE SERVICES Order and Pricing Schedule Vaisala: I Customer: Vaisala Inc. Box.850 194 South Taylor Ave. Eagle, CO 81631 Louisville, CO 80027 Email: The Effective Date of this Agreement is 01 January 20 15 The Term of this Agreement shall be for a period of 1 year(s) from the Effective Date. Services (check as applicable) 0 Preventive Maintenance 0 Equipment Restoration Unlimited Parts Excluded ❑ Data Service Equipment (check as applicable) Manufacturer/Model Equipment (check as applicable) Manufacturer/Model 0 VOR Thales 40,400.00 billed ❑ RVR Unplanned Outage Fee IN DME AVI (ex. lightning strike, bird strike) ❑ RWIS $ ❑ LOC (ex. flight check) Holiday Fee ❑ NDB 500.00 per day ❑ GS 0 Control Tower Radios, Weather, Switch ❑ AWOS ❑ Markers ❑ TWX/LTS ❑Other Data Services (check as applicable) ❑ AviMet Data Link ❑ Navigator II ❑ GLD 360 - Service Size: ❑ NLDN Stroke Data - Service Size: ❑ CLDN Stroke Data - Service Size: ❑ AviCast ❑ AviCast Lightning Warning System Fees Contract Total: $ 140,400.00 annually Annual Fee $ 40,400.00 billed Quarterly Unplanned Outage Fee $ 1,500.00 per day (ex. lightning strike, bird strike) Facility Visit Fee $ 1,500.00 per day (ex. flight check) Holiday Fee $ 500.00 per day additional Maintenance Agreement Page 1 of 2 EXHIBIT B Statement of Work 12 Eagle County General Services Final 5/14 VAISALA 194 South Taylor Ave. _ Louisville, CO 80027 SEEN AWOS and Navaid Maintenance Statement of Work 1. Description of Equipment Services. 1.1. Preventive Maintenance consists of such periodic routine tests and adjustments as may be required by the equipment manufacturer and by the FAA for non - Federal facilities in accordance with 14 C.F.R. Part 171 and AC 150/5220 -16C as they may be modified or superseded from time to time. 1.2. Equipment Restoration. In the event of an unplanned equipment failure or outage, Vaisala shall commence restoration work within one (1) business day after the outage is reported and complete restoration services in a reasonable prompt manner. Diagnosis may be performed remotely and render the system inoperable until which time replacement equipment/parts can arrive to Customer's site. Repairs required due to Acts of God, lightning, vandalism, etc. are excluded and will be billed at the Unplanned Outage price. 1.3. All services provided by Vaisala shall be performed by qualified field technicians having all required certifications and licenses required by the FAA and OSHA. Vaisala will also maintain a full Aviation Product and Liability Insurance policy for the term of the contract. 1.4. Vaisala shall record test results in a station log and maintain the required 6000 series records, copies of which will be provided to the FAA as required. 1.5. Vaisala shall make a best effort to maintain and repair all equipment. Customer acknowledges that components and equipment under contract may be obsolete rendering repair or restoration of equipment impossible. 2. Testing Equipment and Replacement Parts - Navaids 2.1. Customer shall at its own expense furnish, maintain and calibrate test equipment in accordance with FAA requirements. 2.2. Customer shall maintain at its own expense an inventory of replacement parts for the Equipment to be utilized by Vaisala when providing Service under this Agreement. In the event parts necessary for maintenance or restoration of the Equipment are not available in Customer's inventory, Vaisala will provide such part(s) and invoice the Customer for the required part(s). 2.3. Vaisala and Customer agree that, as of the date of this Agreement, the lists of Customer Spare parts and Customer Test Equipment are accurate and complete. 3. Customer Responsibilities. 3.1. Customer shall be responsible for monitoring the status of the systems following maintenance by Vaisala; 3.2. Customer shall be responsible for providing transportation and/or access for Vaisala personnel between the airport and the location of the Equipment; 3.3. Customer shall be responsible for providing security in and around the Equipment to be maintained under the Agreement; 3A. Customer shall be responsible for any loss or damage to the Equipment for reasons other than the fault of Vaisala and for providing any insurance Customer may desire to cover any such loss or damage.; 3.5. Customer shall be responsible for the issuance of all NOTAMS (Notice to Airmen) relating to the status of the facilities to be maintained under this Agreement; and 3.6. Customer shall be responsible for maintaining the grounds and buildings associated with the NAVAIDS (Navigational Aids) and Equipment in good repair and in compliance with all FAA and all applicable laws. 3.7. Customer shall be responsible for the purchase of all replacement components for AWOS and Navaid equipment. EXHIBIT C Insurance Certificates 13 Eagle County General Services Final 5/14 1 ® f` CERTIFICATE OF LIABILITY INSURANCE DATE(MWDD/1'1'YY). GI /DBaD,6 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 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 endomement(s). PRODUCER Aon Risk services Northeast, Inc. New York NY Office CONTACT NAME: PHONE FAX EXt): (866) 283 -7122 No 800- 363 -0105 ' E -MAIL ADDRESS: 199 water Street - - New York NY 10038 -3551 USA INSURERS) AFFORDING COVERAGE NAIC# INSURED INSURERA: Liberty Mutual Fire Ins CO 23035 Vai Sala. Inc. 194 South Taylor Avenue Louisville CO 80027 USA INSURER B: INSURER C: INSURER 0: INSURER E: DAMA E RE E PREMISES Ea occurrence INSURER F: MED EXP(Any one person) COVERAGES I CERTIFICATE NUMBER: 570056512892 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD MMI00 LIMITS A X COMMERCIALGENERALLIABILITY TB EACH OCCURRENCE $5,000,000 CIAIMS-MADE X❑DCCUR DAMA E RE E PREMISES Ea occurrence $300,000 MED EXP(Any one person) $5,000 - PERSONAL B ADV INJURY $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $5,000,000 PRO - X POLICY ❑JECT LOC PRODUCTS - COMP /OPAGG $5,000,000 OTHER: A AUTOMOBILE LIABILITY AS2 -Z41- 004829 -035 01/01/2015 01 /01/2016 COMBINED SINGLE LIMIT Ea accident $1,0 OU; VV BODILY INJURY (Per person) X ANYAUTO X ALLOWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per attideng PROPERTY DAMAGE Per accident X HIREDAUTOS X NON -OWNED AUTOB UMBRELLA UAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE OED I RETENTION A WORKERS COMPENSA ION AND YIN ANY PROPRIETOR I PARTNER I EXECUTIVE OFFICEWMEMBER EXCLUDED? N/A WC2Z41004829025 01/01/2015 01/01/2016 X STATUTE OqH L E. EACH ACCIDENT $1,000,000 E.L DISEASE- EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, descAoe under DESCRIPTION OF OPERATIONS below E.L OISEASE- POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Addicted Remarks Schedule, may be attached if more space is required) Eagle County Colorado, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE 111 POLICY PROVISIONS. Eagle County Colorado AUTHORIZED REPRESENTATIVE J /'� ✓� Attn: Jeff Brownback PO Box 850 Eagle CO 81631 USA y 01988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD — `m c m V D L m N ,n ,mi, ca n O` 2 m A w 1: m U �i Z ALLIANZ GLOBAL CORPORATE & SPECIALTY – AVIATION Date Issued: February 3, 2015 Certificate No. 26 Certificate Holder: Eagle County, Colorado Named Insured: Vaisala Oyj and/or Subsidiary and/or Associated Companies Boulder Operations P.O. Box 3659 Boulder, CO 80307-3659 The above Named Insured is at this date insured with Allianz Global Risks US Insurance Company for the Limits of Coverage stated below: Policy Numbers: A1PR000697515AM Effective Dates: January 1, 2015 to January 1, 2016 Both at 12:01 A.M. local time at the Named Insured’s mailing address shown above With respect only to: AIRCRAFT PRODUCTS / COMPLETED OPERATIONS AND GROUNDING LIABILITY COVERAGE LIMITS OF LIABILITY EACH OCCURRENCE ANNUAL AGGREGATE SECTION ONE: Aviation Products & Ground Liability $ 10,000,000 $ 10,000,000 SECTION ONE: War, Hi-Jacking and Other Perils Limited Liability $ 10,000,000 $ 10,000,000 SECTION TWO: Working Parties Liability $ 10,000,000 $ 10,000,000 SECTION THREE: Personal Injury Extension $ 10,000,000 $ 10,000,000 Special Provision(s): Eagle County, Colorado is added as an additional Insured with respect to an occurrence arising out of the products hazard or the completed operations hazard and only for claims arising out of operations of the Named Insured, and only to the extent and scope of insurance coverages afforded to the Named Insured. In the event of cancellation of any policy described above, the insurer will attempt to mail 30 days (10 days for non-pay) written notice to the certificate holder prior to the effective date of cancellation. However, failure to do so will not impose duty or liability upon the insurer, its agents or representatives, nor will it delay cancellation. This certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage and/or limits afforded by the policies listed herein. Notwithstanding any requirement, term or condition of any contract or other document, with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. Issued by: Allianz Global Corporate & Specialty - Aviation Aviation Operations 1 Progress Point Parkway O’Fallon, MO 63368 Authorized Signature Certificate Casualty Underwriting / HS February 18, 2015 If Vahinkovakuutusyhtiö Oy If Skadeförsäkringsbolag Ab If P & C Insurance Company Ltd. Rekisteröity kotipaikka ja osoite Helsinki Registrerad hemort och adress Helsingfors Registered domicile and address Helsinki Niittyportti 4, 00025 IF Niittyportti 4, 00025 IF, Finland Niittyportti 4, FIN-00025 IF, Finland Y-tunnus 1614120-3 FO-nummer 1614120-3 Business ID 1614120-3 Certificate holder Eagle County, Colorado AUTHORIZED REPRESENTATIVE Attn: Chris Anderson 500 Broadway Post Office Box 850 Eagle CO 81631 USA We hereby confirm that Vaisala Oyj has in our company a General Third Party Liability and Product Liability Insurance as follows: Policyholder Vaisala Oyj Insured Vaisala, Inc. 194 South Taylor Avenue Louisville CO 80027 USA Additional Insured Eagle County, Colorado AUTHORIZED REPRESENTATIVE Policy number LP0000033584 General Third Party Liability and Products Liability Insurance, including coverage for completed operation and contractual liability Local policy issued by Liberty Mutual Insurance Company, Boston, USA Sum insured Local limit USD 5,000,000 any one occurrence and in the aggregate per policy period. Excess limit of USD 2,000,000 any one occurrence and in the aggregate per policy period covered by the Master policy. Policy period 1 January 2015 – 31 December 2015 Territory World wide Terms and conditions C1.2 World Wide General Third Party Liability and Products Liability Terms and Conditions (Occurrence) (1.1.2008), Endorsements (1.1.2014) and General Terms and Conditions (1.1.2004 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policy mentioned above. IF P & C INSURANCE COMPANY LTD Casualty Underwriting Heidi Sundström