HomeMy WebLinkAboutC17-303 Stancil CorporationAGREEMENT FOR A NON -REVOCABLE LICENSE AND MAINTENANCE SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
STANCIL CORPORATION
THIS AGREEMENT ("Agreernent") is executed as of _ 08/24/2017 and effective as January 20, 2017, by
and between Stancil Corp. a California corporation (hereinafter "Contractor") and Eagle County, Colorado, a body
corporate and politic (hereinafter "County").
RECITALS
WHEREAS, in August 2014 the County purchased and installed the Contractor's voice logging recorder to record
aircraft radio frequencies at the Airport Traffic Control Tower ("ATCT") and such purchase entitled the County to a
non -revocable license to the software on the voice logging recorder; and
WHEREAS, the County desires the Contractor to provide ongoing Maintenance Option SLA -6, general remote
diagnostic support and on-site hardware and software upgrades for the voice logging recorder (the "Project") at the
ATCT located at 2 t5 Airport Road, Gypsum, CO 8 t 637 (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 t hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the
Services.
N_TS)N a aLVA 10211i
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 perforin and complete the services or work described in Exhibit B ("Services" or "Work") which is
attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor grants the County a non -revocable software license for the Stancil voice logging
recorder Serial Number 07 t4-AQ16-SLJRH-7586. The attached Exhibit A describes the End -User License
Agreement and such agreement and non -revocable software license shall survive expiration or termination of this
Agreement.
b. Contractor agrees to furnish the Services no later than the 3 t" day of March, 2017 and in
accordance with the schedule established in Exhibit B. If no completion date is specified in Exhibit B, 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.
C. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit
B and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall
prevail.
C17-303
2. County's Representative. The Airport's 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 effective date, and subject to the
provisions of paragraph 11 hereof, shall continue in full force and effect through the 19th day of January, 2018.
4. Extension or Modification. This Agreement shall be automatically renewed for successive periods of t2
months (each a "Renewal Tenn"), unless either party notifies the other party that it does not desire to renew this
Agreement in writing, at least sixty (60) days before the end of the initial term or any Renewal Term 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 B. The performance of the Services under this Agreement shall not
exceed $1,382.10 for the current Term and shall only increase in compliance with subsection a. of this paragraph for
any Renewal Term. Contractor shall not be entitled to bill at overtime and/or double time rates for work done
outside of normal business hours unless specifically authorized in writing by County.
a. Fees for any Renewal Term may be increased no more than three percent (3%) on an annualized
basis. Contractor shall provide the County with notice of such increases in fees no later than 60 days prior to the
expiration of the then current Term or Renewal Term
b. 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.
d. 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.
C. 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 3 t of any year, without an appropriation therefor by County in accordance with a budget adopted by the
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Fergie County Gcncral Services Final 5/14
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-tOt 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 slated below:
a. Types of Insurance.
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
Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and
volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit C.
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
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Eagle County Gcncral Services Final 5/14
available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and
volunteers.
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 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.
9. Ownership of Documents. All documents (including electronic files) and materials obtained during,
purchased or prepared in the performance of the Services shall remain the property of the County and are to be
delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement.
t0. 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.
Well] L40Ira
Eagle County, Colorado
Attention: Alex Everman
500 Broadway
Post Office Box 850
Eagle, CO 8 t 63 t
Telephone: 970-328-3578
Facsimile: 970-328-2687
E -Mail: Alex.Everman@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 8 t63 t
Telephone: 970-328-8685
Facsimile: 970-328-8699
E -Mail: atty@eaglecounty.us
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Eagle County Gcncral Services Final 5/14
CONTRACTOR:
Stancil Corporation
2644 South Croddy Way
Santa Ana, CA 92704-5283
Telephone: 714-546-2002
Fax: 714-546-2092
E -Mail: lolita.galano s tancileorp.com
11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason,
with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the
Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents
as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials
and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination.
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
13. Execution by Counterparts; Electronic Signatures. This Agreement may he 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-tOl 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 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
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Eagle County General Services Final 5/14
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.
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.
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
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.
in. 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 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. 547.5401, et. seq. If Contractor has any employees or
subcontractors, Contractor shall comply with C.R.S. 5-17.5-101, 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
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Eagle County Gcneral Services Final 5/14
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/> c 1185221678150.shtm
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 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.
C. 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).
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 INTENTIONALLY LEFT BLANK]
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Eagle County Gcncral Services Final 5/14
IN WIT -NESS WHEREOF, the parties hav� executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO,
By and through Its COUNTY MANAGER
0
Bryan Treu, County Manager
CONTRACTOR:
STANCIL CORPORATION
By: d4&i4lJ
Print Name:yy��1
Title: a0w9owo—
S
Eagle County General Services Final M4
EXHIB IT A
Stancil Corporation End -User License Agreement
Eagle County Gcncral Services Final 5/14
EXHIBIT A
STANCI L CORPORATION
END-USER LICENSE AGREEMENT
IMPORTANT—READ CAREFULLY: This End -User License Agreement ("EULA") is a legal
agreement between Eagle County Regional Airport) and Stancil Corporation for the Stancil SLR
product which includes computer software and may include associated media, printed materials,
"online" or electronic documentation, and Internet -based services ("Product"). An amendment or
addendum to this EULA may accompany the Product.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR
OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE
THE PRODUCT:
1. GRANT OF LICENSE. Stancil Corporation grants you the following rights provided that you
comply with all terms and conditions of this EULA:
• Installation and use. You may install, use, access, display and run the one copy of the
recorder the supplied hardware. The client software can be installed on customer
provided hardware as long as it meets the necessary standards.
• The client software is concurrent by nature and is determined by the dongle and software
license file. These concurrent licenses can not be shared between different recorders.
• Mandatory Activation. The license rights granted under this EULA are limited by the
supplied dongle and software as described during the setup sequence of the Product.
The recorder must be registered with Stancil Corporation and any modification to the
recorder hardware must be approved in writing through Stancil Corporation. There are
technological measures in this Product that are designed to prevent unlicensed or illegal
use of the Product. You agree that we may use those measures.
• Storage/Network Use. You may also store or install a copy of the Product on a storage
device, such as a network server, used only to install or run the Product on your other
Workstation Computers over an internal network; however, you must acquire and
dedicate an additional license for each separate Recorder on or from which the Product
is installed, used, accessed, displayed or run. A license for the Recorder may not be
shared or used concurrently on different Workstation Computers.
• Reservation of Rights. Stancil Corporation reserves all rights not expressly granted to you
in this EULA.
2. UPGRADES. To use a Product identified as an upgrade, you must first be licensed for the
product identified by Stancil Corporation as eligible for the upgrade. After upgrading, you may no
longer use the product that formed the basis for your upgrade eligibility.
3. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on
components, or Internet -based services components, of the Product that Stancil may provide to
you or make available to you after the date you obtain your initial copy of the Product, unless we
provide other terms along with the update, supplement, add-on component, or Intemet-based
services component. Stancil reserves the right to discontinue any Internet -based services
provided to you or made available to you through the use of the Product.
4. TRANSFER—Internal. You can move the Recorder to a different computer without the express
written permission of Stancil Corporation. The client software may be transfer as long as it meets
the Stancil Corporation hardware requirements.
5. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You
may not reverse engineer, decompile, or disassemble the Product, except and only to the extent
that it is expressly permitted by applicable law notwithstanding this limitation.
6. TERMINATION. Without prejudice to any other rights, Stancil Corporation may cancel this
EULA if you do not abide by the terms and conditions of this EULA, in which case you must
destroy all copies of the Product and all of its component parts.
EXHIBIT A
7. NOT FOR RESALE SOFTWARE. Product identified as "Not for Resale" or "NFR," may not be
resold, transferred or used for any purpose other than demonstration, test or evaluation.
8. EXPORT RESTRICTIONS.
You acknowledge that the Product is of U.S. origin and subject to U.S. export jurisdiction. You
agree to comply with all applicable international and national laws that apply to the Product,
including the U.S. Export
Administration Regulations, as well as end-user, end-use, and destination restrictions issued by
U.S. and other governments.
9. LIMITED WARRANTY FOR PRODUCT ACQUIRED IN THE US AND CANADA.
Stancil Corporation warrants that the Product will perform substantially in accordance with the
accompanying materials for a period of ninety days from the date of receipt. If an implied warranty
or condition is created by your state/jurisdiction and federal or state/provincial
law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO
DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY {NINETY
DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE
IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow
limitations on how long an implied warranty or condition lasts, so the above limitation may not
apply to you. Any supplements or updates to the Product, including without limitation, any (if any)
service packs or hot fixes provided to you after the expiration of the ninety day Limited Warranty
period are not covered by any warranty or condition, express, implied or statutory. LIMITATION
ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Our exclusive remedy for any
breach of this Limited Warranty is as set forth below. Except for any refund elected by Stancil
Corporation, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED
TO CONSEQUENTIAL DAMAGES, if the Product does not meet Stancil's Limited Warranty, and,
to the maximum extent allowed by applicable law, even if any remedy fails of its essential
purpose. The terms of Section 13 below ("Exclusion of Incidental, Consequential and Certain
Other Damages") are also incorporated into this Limited Warranty. Some stales/jurisdictions do
not allow the exclusion or limitation of incidental or consequential damages, so the above
limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights.
You may have others which vary from stateTurisdiction to state/jurisdiction. YOUR EXCLUSIVE
REMEDY. Stancil's and its suppliers' entire liability and your exclusive remedy shall be, at
Stancil's option from time to time exercised subject to applicable law,
(a) return of the price paid (if any) for the Product, or (b) repair or replacement of the
Product, that does not meet this Limited Warranty and that is returned to Stancil with a
copy of your invoice. You will receive the remedy elected by Stancil without charge,
except that you are responsible for any expenses you may incur (e.g. cost of shipping the
Product to Stancil). This Limited Warranty is void if failure of the Product has resulted
from accident, abuse, misapplication, abnormal use or a virus. Any replacement Product
will be warranted for the remainder of the original warranty period or thirty (30) days,
whichever is longer.
(b) Outside the United States or Canada, neither these remedies nor any product support
services offered by
LIMITED WARRANTY FOR PRODUCT ACQUIRED OUTSIDE THE US OR CANADA.
10. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only
express warranty made to you and is provided in lieu of any other express warranties (if any)
created by any documentation, packaging, or other communications. Except for the Limited
Warranty and to the maximum extent permitted by applicable law, Stancil and its suppliers
provide the Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby
disclaim all other warranties and conditions, either express, implied or statutory, including, but not
limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a
particular purpose, of reliability or availability, of accuracy or completeness of responses, of
results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the
Product, and the provision of or failure to provide support or other services, information, software,
and related content through the Product or otherwise arising out of the use of the Product. ALSO,
THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET
EXHIBIT A
POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON -INFRINGEMENT WITH
REGARD TO THE PRODUCT.
11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STANCIL
OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR
BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR
FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE,
FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER)
ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE
PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER
SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE
PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, OR
OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN
THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
BREACH OF CONTRACT OR BREACH OF WARRANTY OF STANCIL OR ANY SUPPLIER,
AND EVEN IF STANCIL OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
12. LINKS TO THIRD PARTY SITES. You may link to third party sites through the use of the
Product. The third party sites are not under the control of Stancil, and Stancil is not responsible
for the contents of any third party sites, any links contained in third party sites, or any changes or
updates to third party sites. Stancil is not responsible for webcasting or any other form of
transmission received from any third party sites. Stancil is providing these links to third party sites
to you only as a convenience, and the inclusion of any link does not imply an endorsement by
Stancil of the third party site.
13. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might
incur for any reason whatsoever (including, without limitation, all damages referenced above and
all direct or general damages), the entire liability of Stancil and any of its suppliers under any
provision of this EULA and your
exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected
by Stancil; with respect to any breach of the Limited Warranty) shall be limited to the greater of
the amount actually paid by you for the Product or U.S.$5.00. The foregoing limitations,
exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if
any remedy fails its essential purpose.
14. U.S. GOVERNMENT LICENSE RIGHTS. All Product provided to the U.S. Government is
provided with the commercial license rights and restrictions described elsewhere herein.
15. APPLICABLE LAW. If you acquired this Product in the United States, this EULA is governed
by the laws of the State of California
16. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA
which is included with the Product) are the entire agreement between you and Stancil relating to
the Product and the support services (if any) and they supersede all prior or contemporaneous
oral or written communications, proposals and representations with respect to the Product or any
other subject matter covered by this EULA. To the extent the terms of any Stancil policies or
programs for support services conflict with the terms of this EULA, the terms of this EULA shall
control .
17. The Product is protected by copyright and other intellectual property laws and treaties. Stancil
or its suppliers own the title, copyright, and other intellectual property rights in the Product. The
Product is licensed, not sold.
I��:II:�I1ti:3
SCOPE OF SERVICES, SCHEDULE, FEES
10
Eagle County Gcncral Services Final 5/14
2644 S. Cradoy Way
Santa Ane, CA 92704
CORPORATION www
546-2002
�•wri. tarcNccip. r 0
North America
Service Leel Agreement {SLA -5}
This Contract is between Stancil Corporation and Eagle County Regional Airport.
It covers the system(s) installed at: 23.4 Eldon Wilson Road, Gypsum, CO 83.637.
For Equipment Serial Number: 073.4-Ao3.6-SLJRH-7586
3.. Stancil® is responsible under this contract for providing telephone support for the Stancil provided
equipment. Stancil shall do software upgrades as needed to keep the Stancil provided equipment in good
operating condition and shall be responsive to the maintenance requirements of the Customer.
Responsibilities of Stancil
a) Stancil shall provide a telephone number for telephone support and remote diagnosis support
24 hours a day 7 days a week including holidays and weekends. Maximum 4 hour response time.
b) Stancil shall provide replacement maintenance parts as Stancil deems necessary to repair
Stancil provided equipment. Stancil shall ship parts overnight using standard shipping couriers
(FedEx, UPS).
c) Maintenance parts will be furnished by Stancil and will be new or equivalent to new in
performance.
d) Stancil shall provide the software upgrades' and software updates't❑ the Customer and install
on a schedule which is mutually acceptable with this service agreement, which is consistent
with the operating requirements, and which is based upon the specific needs of the equipment.
Software enhancements maybe optional purchases.
e) If applicable, Stancil will load its Analytical Monitoring for Preventative Maintenance of the
Stancil Logging Recorder.
f) Stancil shall provide onsite service and support between the hours of Sam and Spm on the
equipment location Monday through Friday excluding holidays and weekends. Maximum 4
hour response time.
Responsibilities of the Customer
a) The Customer shall provide an appropriate operating environment, including temperature,
humidity, and electrical power.
'Software upgrades means any new versions of software offered by Stancil, even if that new version contains additional features
not included in the current version. For example and clarity, a software upgrade would include upgrading the Authority's Stancil
Equipment from version 1.4 to version 2.0.
' Software updates means any Stancil modifications, updates, enhanced versions, bug fixes, hot fixes, or subsequent releases of
software which Stancil makes available. Forexample and clarity, a software update would include updating the Authority's Stancil
Equipment from version 1.4 to version 1.S.
2644 S. Cradoy Way
Santa Ane, CA 92704
CORPORATION www' 5 to 77cico FP. c om
b) Customer will call Stancil Support and work with them to isolate issues and find best solution to
repair. Unless agreed to by Stancil, Customer personnel will not perform maintenance or
attempt repairs.
c) Stancil shall have full and free access to the Systems to provide service.
2. Engineering changes, determined applicable by Stancil, will be controlled and installed by Stancil on
equipment covered by this contract. There shall be no charge for engineering changes made. Any Stancil-
initiated change shall be installed at a time mutually agreeable to the Customer and Stancil.
3. Relocation of Equipment/Changes to Customer Communication System
a) In the event the Equipment being maintained under the terms and conditions of this contract is
moved to another location Stancil shall continue to maintain the equipment at the new
location.
b) Stancil may charge to dismantle and pack the equipment and install at a new location. The
Customer agrees to pay all costs incidental to any move, including costs for packing, crating,
rigging, transportation, unpacking, uncrating, installation, and State and local taxes, if any. A
written quotation to provide these services will be prepared on request.
c) Changes to the Customer Communication System are not covered and it is the responsibility of
the customer to contact Stancil Corporation to obtain a quotation.
4. This agreement does not include and not limited to:
a) Electrical work external to the Systems or maintenance of accessories and alterations.
b) Repair of damage or increase in service time caused by: accident, disaster, which shall include,
but not be limited to, fire, flood water, wind, and lightning; transportation; neglect, misuse,
fault or negligence of the Customer; and alterations, which shall include but not be limited to,
any deviation from the Stancil physical, mechanical, or electrical design.
c) Repair of damage or increase in service time resulting from failure to provide a suitable
installation environment including, but not limited to, failure of, or failure to provide adequate
electrical power, air conditioning or humidity control.
d) Repair of damage or increase in service time attributable to the use of the Systems for other
than the purpose for which it was acquired.
e) Inspecting Systems altered by other than Stancil; making specification changes or performing
services connected with the relocation of systems; or adding or removing accessories,
attachments or other devices.
f) Such service which is impractical for Stancil to render because of alterations or connection by
mechanical or electrical means to another system.
g) Repair of damage, replacement of parts (due to other than normal wear) or repetitive service
calls caused by the use of supplies or materials not meeting Stancil specifications.
h) Repair of damage or increase in service time caused by conversion from one Stancil model to
another or the installation or removal of a Stancil feature whenever any of the foregoing was
performed by otherthan Stancil.
i) Repair or maintenance by Stancil that is required to restore equipment to proper operating
condition after any person other than a Stancil employee had performed maintenance or
otherwise repaired an item of equipment.
j) Changes of versions to the Operating System.
2644 S. Croddy Way
Santa Ana. CA 92704
CORPORATION 1-774-541 2.02
www. stancilcorp. com
k) Third Party software.
S. Additional Terms and Conditions maybe added to this document with mutual agreement.
EXTUBIT C
IIL4pill "M2141ZKOIa1140IaC-V0ZI
11
Eagle County Gcncral Services Final 5/14
AC"R" CERTIFICATE OF LIABILITY INSURANCE
DATEiMMIDDIYYYYj
8/9/2017
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 endorsent ent(s).
PRODUCER
CONTACT
NAME: Llllana Vasquez
Xulchin Ross Insurance Services, LLC
PHONE{818} 996-0900 we No: (818)279-6999
E-MAILSS: lilianaftlaseragency.com
ADDRE
18757 Burbank Blvd.
Suite 320
INSURER AFFO R DING COVE RAGE NAR:9
Tarzana CA 91356
INSURERA:Travelera Property Casualty
INSURER B:Travelerz P & C Co of America 25674
INSURED
INSURER c0mployers Preferred Insurance 10346
Stancil Corporation
INSURER D:
2644 S. Croddy Way
INSURER E:
ZLP61M69265
Santa Ana CA 92704-5238
INSURER F:
COVERAGES CERTIFICATE NU MBER:MASTERl6-17 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
)NSRADDLSUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE POLICY NUMBER MMIDDIYYW MMIDDIYYYY LIMITS
X COMMERCIAL GENERAIL LIAMLITY
EACH OCCURRENCE $ 1,000,000
A
CLAFAS�L4DE � OCCUR
NTED
FIR SES EaEoocurrenoe$ 300,000
IVIED EXP (Arry one arson $ 10,000
X
ZLP61M69265
11/1/2018
11/1/2017
PERSONAL & ADV INJURY $ 11000,000
GENERAL AGGREGATE $ 2,000,000
G EN L AGG R EGAT E LFA IT APPLIES PER,
X POLICY PRO ❑ LDC
�. JECT
PRODUCTS - COMPIOPAGG $ 2,000,000
Employee Benelts S 31000,000
OTHER,
AUTOMOBILE LIAMUTY
COM BN EDSNGLE LFA IT $ 11000,000
Ea accident
BODILY INJURY (Per persan) $
A
ANY AUTO
ALLOrED SCHEDULED
AUTOS AUTOS
X
BA7KI512118
11/1/2026
11/1/2017
BODILYINJURY (Per accidert) S
PROPERTY DAMAGE
Per acdder. $
NDN -OWNED
X HIRED AUTOS X AUTOS
S
OCCUR
UMBRELLA LIAR 7CLAPAS4AADE
EACH OCCURRENCE $ 11000,000
AGGREGATE $
B
X EXCESS LIAB
DED X RETENTION
X
ZUPSIM71087
11/1/2016
11/1/2017
WDRISERSCOMPENSATION
EMPLOYERS' LIABILITY YIN
XPER OR
STATUTE ER
ANY PROPRIETORIPARTtNERIEXECUTIVE
OFFICERIMEMBER EXCLUDED)
C �MandatoryinNH)
NIA
EIGIC0975210 9/1/2016
9/1/2017
E.L. EACH ACCIDENT S 11000,000
E.L. DISEASE - EAEMPLDYE S 11000,000
H yes, describe under
DESCRIPTION DF OPERATIONS below
E.L. DISEASE - POLICY LFA IT $ 1 DDD 000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ;ACO RD 101, Additional Remarks Schedule, may be attached if more space is required}
ADDITIONAL INSURED IS: EAGLE COUNTY, ITS ASSOCIATED OR AFFILIATED ENTITIES, ITS SUCCESSORS AND ASSIGNS,
ELECTED OFFICIALS, EMPLOYEES,AGENTS AND VOLUNTEERS IN RESPECT TO THE COMMERCIAL GENERAL LIABILITY AND
AUTOMOBILE LIABILITY POLICIES.
CERTIFICATE HOLDER CANCELLATION
EAGLE COUNTY REGIONAL AIRPORT
AIRPORT TRAFFIC CONTROL TOWER (ATCT)
215 AIRPORT ROAD
GYPSUM, CO 81637
ACO RD 25 (201410 1)
I N S025(2oi4o1)
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
k Ross/BETTY.-�
O 1988-2014 AC 0 R D C0RPORATI0N. All rights reserved.
The AC0RD name and Iogo are registered marks ofACO RD
