HomeMy WebLinkAbout480086 VAISALA INC - CONTRACT - AGREEMENT MISC - FORT COLLINS LOVELAND AIRPORT4DPJdA1QBMO18]►WY U61"
This Contract is entered into this day of 20Y by and
between the City of Loveland, Colorado and City of Fort Collins, Colorado (collectively
"City") and Vaisala, Inc. ("Contractor').
Whereas, the parties desire to contract with one another to complete the following
project: RWIS-Aviation Support and Maintenance Services.
Now, therefore, in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
1. Services. The Contractor shall perform the services set forth in Exhibit A,
attached hereto and incorporated herein by reference ("Services"). The Contractor represents
that it has the authority, capacity, experience, and expertise to perform the Services in
compliance with the provisions of this Contract and all applicable laws. The City reserves the
right to remove any of the Services from Exhibit A upon written notice to Contractor. In the
event of any conflict between this Contract and Exhibit A, the provisions of this Contract shall
prevail.
2. Price. The City shall pay the Contractor a sum not to exceed $4,200.00. The City
shall make payment within thirty days of receipt and approval of monthly invoices, which shall
identify the specific Services performed for which payment is requested.
3. Term. This Contract shall be effective from January 1, 2015 through December
31, 2015. This Contract may be extended or renewed by written agreement of the parties.
4. Appropriation. To the extent this Contract constitutes a multiple fiscal year debt
or financial obligation of the City, it shall be subject to annual appropriation pursuant to the City
of Loveland Municipal Charter Section 11-6 and Article X, Section 20 of the Colorado
Constitution. The City shall have no obligation to continue this Contract in any fiscal year in
which no such appropriation is made.
5. Independent Contractor. The parties agree that the Contractor is an independent
contractor and is not an employee of the City. The Contractor is not entitled to workers'
compensation benefits from the City and is obligated to pay federal and state income tax on
any monev earned pursuant to this Contract.
6. Insurance Requirements.
a. Policies. The Contractor and its subcontractors, if any, shall procure and
keep in force during the duration of this Contract the following insurance policies and
shall provide the City with a certificate of insurance evidencing upon execution of this
Contract:
Page 1 of 6 Form Revised 10/07/2014
2.7 In accordance with the Order and Pricing Schedule, and in Vaisala's sole opinion, if cancellations or excessive delays, in
the provisions of Services occur as a result of Customer's fault, actions or causes, Customer shall pay Vaisala the
"Cancellation/Delay Fee". The "Cancellation/Delay Fee" is billed in half -day increments, portal to portal, plus travel costs and
expenses
g) d4z114
3.1 The Term of the Agreement is in accordance with the Order and Pricing Schedule, shall be as recited in the Order and
Pricing Schedule unless earlierterminated pursuant to this Attachment 1.
3.2 The parties may extend, upon mutual written agreement, the Term of the Agreement.
4. TERMINATION/OBLIGATIONS UPON TERMINATION:
4.1 This Agreement may be terminated by Vaisala, without cause and at any time, upon ninety (90) days written notice. The
period of termination shall start from the date of the notice by Customer. Customer shall not be obligated to pay for any Services
rendered after the date of termination, except that Customer shall be responsible for non -cancellable expense or commitment
amounts that occur after the termination date and that such amounts shall remain due, owing and payable after the date of
termination. The parties acknowledge that any amounts paid to Vaisala shall be non-refundable.
4.2 In the event of a material breach by Customer, Vaisala shall notify, in writing, Customer of such material breach.
Customer shall be permitted thirty (30) days from the date of receipt of such notice to cure sucWbreach to Vaisala's satisfaction.
In the event the breach is cured to Vaisala's satisfaction, the Agreement shall not terminate. However, if the breach is not so
cured, Vaisala may elect to promptly terminate the Agreement following the lapse of such thirty (30) days from the receipt of such
notice. In the event of termination of the Agreement due to a material breach by Customer, other than of the type specified in
Section 7.1 herein, the obligations under Section 4.3 shall be applicable.
4.3 In the event of termination of the Agreement either as provided herein or upon expiration of the Agreement, each party
shall promptly return all Confidential Information (as subsequently defined) of the other party and Vaisala shall submit a final
invoice, as recited above, for Services rendered up to the date of termination and for all non -cancellable expense or commitment
amounts that occur after the termination date, which amounts remain due, owing and payable. Customer shall promptly pay such
invoiced amount net ten (10) days from the invoice date.
5. WARRANTIES:
5.1 Vaisala warrants and represents that all Services provided by Vaisala shall be performed by qualified field technicians
and by other personnel, who have all certifications and licenses required by the FAA. Further, Vaisala warrants and represents
that all Services provided hereunder shall be of a professional quality consistent with general industry standards and shall be
performed in accordance with the requirements of the SOW and as specified under the Agreement.
5.2 Vaisala represents and warrants that it is an independent contractor that makes its services available to the general
public, has its own place of business and maintains its own sets of books and records, which reflect its own income and expenses.
Further, Vaisala shall operate as an independent contractor and shall not represent itself as an agent, partner o9joint venturer of
Customer. Vaisala shall not obligate Customer in any manner, nor cause Customer to be liable under any contract or under any
other type of commitment. Alternately, Customer shall not obligate Vaisala in any manner, nor cause Vaisala to be liable under
any contract or under any other type of commitment.
5.3 THIS IS A SERVICE AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VAISALA
MAKES NO WARRANTIES AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR
RELIABILITY OR ACCURACY OF ANY GENERATED DATA OR INFORMATION FROM THE EQUIPMENT. THE EXPRESS
WARRANTIES PROVIDED IN SECTIONS 5.1 AND 5.2 ARE EXCLUSIVE, AND VAISALA MAKES NO OTHER WARRANTIES,
EXPRESS, STATUTORY OR IMPLIED, WRITTEN OR ORAL, TO CUSTOMER REGARDING, RELATED TO OR ARISING
FROM THE SERVICES RENDERED UNDER THE AGREEMENT, THE USE OR POSSESSION OF VAISALA CONFIDENTIAL
AND PROPRIETARY INFORMATION, ANY REPORT OR DATA GENERATED UNDER OR IN CONNECTION WITH THIS
AGREEMENT, IN ANY MANNER OR FORM WHATSOEVER.
Valsala Inc.
Confidential and Proprietary -�
0412014
6. LIMITATION OF LIABILITY / INDEMNIFICATION:
6.1 Vaisala will be permitted to enter Customer's premises ("Site") and have access to Customer's personnel or equipment
upon reasonable notice and during normal business hours; provided that Vaisala complies with Customer's security procedures.
Vaisala shall maintain aviation products and comprehensive liability insurance, as recited below, during the Term of the
Agreement. Vaisala agrees to take all reasonable precautions to prevent any injury to persons or any damage to property in the
performance of the Services as rendered by Vaisala under the Agreement. However, in the event Customer is negligent or
engages in misconduct, then Customer shall be liable for such damages as provided herein. -
6.2 Vaisala's entire liability hereunder to Customer for any breach of the Agreement shall be limited only to the amounts of
fees paid hereunder to Vaisala in connection with the Services that gave rise to the claim, except for any damages or claims for
damages or equitable relief resulting from Vaisala's breach of Customers proprietary and/or confidential interest as set forth in
Section 9. Potential liability for claims by third parties is covered by Sections 6.4 and 6.5 below. NEITHER PARTY SHALL BE
LIABLE FOR LOSSES OR DAMAGES WHICH ARE INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY,
INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFITS OR REVENUE INCURRED BY EITHER PARTY WHETHER IN
AN ACTION BASED ON CONTRACT OR TORT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF SUPPLIER OR ANY OTHER PARTY
ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT,
MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS
ESSENTIAL PURPOSE, OR OTHERWISE ARISING FROM OR RELATED TO THE THIS AGREEMENT, AND THE SERVICES
PERFORMED HEREUNDER, EXCEPT WITH RESPECT TO DAMAGES INCURRED WITH REGARD TO CLAIMS OF
INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF A PARTY'S PROPRIETARY AND/OR CONFIDENTIAL
INFORMATION.
6.3 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.
any and all third -party claims, demands, suits, actions or proceedings of any kind or nature, including without li orkers
Compensation claims, of or by anyone that directly results from or directly arises out of Customer' activities or events in
connection with the Agreement or with respect to any negligent action, intentio ur wttl act or omission by Customer, or its
agents, employees, consultants or contractors; provided, however, Is shall not be indemnified, held harmless and/or
defended by Customer in connection with the foregoin�la property damages, or death or personal injury where Vaisala, or
its agents, employees, consultants or co , afire, in any manner, negligent, or, in any manner, commit willful or intentional
acts or omissions that res c alms made. Customers obligations to indemnify, defend and hold harmless will survive the
frmination greement for a period of one (1) year from the date of termination. Vaisala agrees to notify Customer within /<IJ L
6.5 Vaisala shall defend, indemnify and save harmless Customer, or its agents, employees, consultants or contractors, from
any and all third -party claims, demands, suits, actions or proceedings of any kind or nature, including without limitation Workers
Compensation claims, of or by anyone that directly results from or directly arises out of Vaisala's negligent Services in connection
with the Agreement, including negligent Services, intentional acts or omissions of contractors, employees, consultants or agents of
Vaisala; provided, however, that Customer shall not be indemnified, held harmless and/or defended by Vaisala in connection with
the foregoing claims of property damages, or death or personal injury where Customer, or its agents, employees, consultants or
contractors, are, in any manner, negligent, or, in any manner, commit willful or intentional acts or omissions that result in such
claims made. Vaisala's obligations to indemnify, defend and hold harmless will survive the termination of the Agreement for a
period of one (1) year from the date of termination. Customer agrees to notify Vaisala within five (5) business days after it has
received written notification of such loss due to damage to property, injuries or death to persons. Indemnification obligations of
Vaisala under this section are subject to the limits set forth in Section 6.6.
6.6 During the tens of the Agreement and for a period of at least one (1) year after completion of Vaisala's obligations
pursuant hereunder, Vaisala will maintain the following levels of insurance coverage with a reputable and financially sound
insurance carrier: (a) workers' compensation insurance as required by applicable law; (b) employer's liability insurance with limits
not less than US $1 MILLION, (c) Commercial General Liability, including Products and completed Operations and Contractual
Liability, with a minimum combined single limit of US $2 MILLION per occurrence; (d) Excess Liability Insurance with limits not
less than US $5 MILLION; and (d) Aviation Liability Insurance of US $10 MILLION per occurrence. Vaisala shall, at its own
expense, maintain with a reputable insurer (and provide written certificate(s) of insurance to Customer if and when requested) for
a period of one (1) year after the fulfillment of the SOW under the Agreement. IN CONNECTION WITH ANY INDEMNITY BY
VAISALA HEREUNDER, VAISALA'S ENTIRE LIABILITY SHALL BE LIMITED ONLY UP TO THE AMOUNTS OF AVAILABLE
Valsala Inc.
Confldential and Proprietary
O4I2014
INSURANCE COVERAGE AVAILABLE IN CONNECTION WITH THE CLAIM MADE; AND THEREFORE, IN NO EVENT SHALL
VAISALA BE LIABLE FOR ANY AMOUNTS BEYOND THE LIMITATIONS OF INSURANCE COVERAGE RECITED HEREIN
FOR ANY CLAIMS MADE UNDER VAISALA'S INDEMNIFICATION OF CUSTOMER UNDER SECTION 6.5.
FORCE MAJEURE
7.1 Neither party shall be deemed to have breached the Agreement by reason of delay or failure in performance resulting
from causes beyond the control, and without the fault or negligence, of the party. Such causes include, but may not be limited to,
an act of God, an act of war or public enemy, riot, epidemic, fire, flood, quarantine, embargo, epidemic, unusually severe weather
or other disaster, or compliance with laws, governmental acts or regulations, in any case, not in effect as of the date of the
Agreement, or other causes similar to the foregoing beyond the reasonable control of the party so affected. The party seeking to
avail itself of any of the foregoing excuses must promptly notify the other party of the reasons for the failure or delay in connection
with the performance hereunder and shall exert its best efforts to avoid further failure or delay. However, the Agreement shall
terminate, as provided under Section 4, if such delay or failure persists for one -hundred twenty (120) consecutive days and there
is no foreseeable remedy or cure available.
8. ASSIGNMENT
8.1 Customer shall not be permitted to assign, in whole or in part, the Agreement or any rights or obligations hereunder
except with the written authorization of Vaisala, which authorization shall not be unreasonably withheld. In the event of any
permitted assignment or transfer of the Agreement or the obligations under the Agreement, the parties agree that such obligations
shall be binding upon the assigning or transferring party's executors, administrators and legal representatives, and the rights of
assignor or transferor shall inure to the benefit of assignee or transferee. Any attempted transfer, assignment, sale or
conveyance, or delegation in violation of this Section 8 shall be null and void.
9. CONFIDENTIAL AND/OR PROPRIETARY INFORMATION
9.1 During the Term of the Agreement, each party may be exposed either in writing, orally or through observation to the other
party's confidential and/or proprietary information ("Information"). Information includes, but is not limited to, product specifications,
drawings, design plans, product blueprints, ideas, inventions, methods, processes, chemical formulations, chemical compounds,
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, the Agreement and any
other business and/or technical information related to the atmospheric and weather technology fields, or any Information marked
with a disclosing parry's confidential or similar type legend. If the Information is orally or visually disclosed, then such Information
shall be reduced to a summary writing by the disclosing party within thirty (30) days of such disclosure, marked as "confidential"
and delivered to the receiving party.
9.2 The receiving party shall use the Information only for the purposes of the Agreement and for no other purpose
whatsoever. The receiving party shall not disclose, disseminate or distribute the Information to any third party. However, Vaisala
shall be permitted to disclose 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 Information by 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. Information shall remain confidential for a period of two (2) years following termination of the
Agreement; except that any Information which is designated as a trade secret shall remain confidential until one of the events
recited in Section 9.3 occurs.
9.3 The receiving party shall not be obligated to maintain the confidentiality of the Information if such Information: a) is or
becomes a matter of public knowledge through no fault of the receiving party; b) is disclosed as required by law, provided that, the
receiving party promptly notifies the disclosing party of such request to disclose so that disclosing party has the opportunity to
seek a protective or similar order to prevent such disclosure of Information; c) is authorized, in writing, by the disclosing party for
release; d) was rightfully in the receiving party's possession before receipt from disclosing party; or e) is rightfully received by the
receiving party from a third party without a duty of confidentiality.
9.4 No license under any trademark, patent, copyright or other intellectual property right is granted, either expressed or
implied, by the disclosing of such Information by the disclosing party to the receiving party.
Vaisala Inc.
Confidential and Proprietary
0412014
10. DISPUTES/ARBITRATION/GOVERNING LAW/OTHER
and agreement by the parties. If the parties are unable to resolve the dispute through ne s I I seek resolution, the
dispute may be submitted to, and settled by binding arbitration, by a s' rotor chosen by the American Arbitration
Association in accordance with the Commercial Rules of Can Arbitration Association. The prevailing party shall be
entitled to reasonable and documented attorne ' and administrative fees in the event an action is brought. Notwithstanding
the foregoing, the arbitrator shall awar amages subject to the limitations on liability and indemnification recited herein. Any
court having jurisdiction o matter may enter judgment on the award of the arbitrator. Service of a petition to confirm the
arbitrationrd y be made by First Class mail or by commercial express mail, to the attorney for the party or, if
urn o-nitparty-ai-thuds!'RRiTWTI"6[IbillubSadd2sS. K,NG
10.2 With regard to the subject matter recited herein, the Agreement (including addenda or amendments added hereto)
comprises the entire understanding of the parties hereto and as such supersedes any oral or written agreement. Any
inconsistency in the Agreement shall be resolved by giving precedence in the following order:
Q, The Serfr; ces Cb vf7atw;r-
a) The Order and Pricing Schedule
b) The SOW
c) This Attachment 1
d) Any addenda added hereto
10.3 This Agreement shall not be modified or amended except by written amendment executed by both parties. All
requirements for notices hereunder must be in writing. The parties further acknowledge that facsimile signatures or signatures in
PDF are fully binding and constitute a legal method of executing the Agreement.
10.4 Sections 4, 5, 6, 7, 9 and 10 shall survive termination of the Agreement.
10.5 If any of the provisions of the Agreement are declared to be invalid, such provisions shall be severed from the Agreement
and the other provisions hereof shall remain in full force and effect. The rights and remedies of the parties to the Agreement are
cumulative and not alternative.
10.6 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original,
but all of which, taken together, shall be deemed to constitute a single instrument.
10.7 This Agreement is made under and shall be construed according to the laws of the State of Colorado, notwithstanding
the applicability of conflicts of laws principles.
10.8 The parties shall adhere to all applicable U.S. Export Administration Laws and Regulations and shall not export or re-
export any technical data or materials received under the Agreement or the direct product of such technical data or materials to
any proscribed country or person listed in the U.S. Export Administration Regulations unless properly authorized by the U.S.
Government.
Valaala Inc.
Confidential and Proprietary
0412014
VAISALA
194 South Taylor Ave.
Louisville, CO 80027
AVIATION SUPPORT AND MAINTENANCE SERVICES
Order and Pricing Schedule
Vaisala: Customer:
Vaisala Inc.
194 South Taylor Ave.
Louisville, CO 80027
Email: Jerry.kirkpatrick@vaisala.com I Email:
Ft. Collins -Loveland Airport (FNL)
4900 Earhart Road
Loveland, CO 80538
This Order and Pricing Schedule is incorporated by reference into the Agreement for Aviation
Support and Maintenance Services between the parties, and the Statement of Work, and made
a part thereof.
The Effective Date of this Agreement is 0l 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)
❑ Preventive Maintenance
❑ Equipment Restoration
❑O Data Service
Equipment (check as
applicable)
Manufacturer/Model
Equipment (check as
applicable)
Manufacturer/Model
❑ VOR
❑ RVR
❑ DME
❑X RWIS
❑ LOC
❑ NUB
❑ GS
❑ Control Tower
❑ AWOS
❑ Markers
❑ TWX/LTS
❑ Other
Data Services (check as applicable)
❑ AviMet Data Link
9 Navigator II
❑ GLD 360 - Service Size:
❑ NLDN Stroke Data - Service Size:
❑ CLDN Stroke Data - Service Size:
❑ AviCast
❑ AviCast Lightning Warning System
Fees
I Contract Total: $ 4,200.00
Annual Fee
$
4,200.00
billed
Annually
Unplanned Outage Fee
$
1,500.00
per day
ex. lightning strike, bird strike
Facili Visit Fee
$
1 500.00
per day
ex. flight check
Holiday Fee
$
500.00
per day
additional
Cancellation/Delay Fee
$
500.00
per day
Maintenance Agreement Pagel of 2
Statement of Work and Additional Terms
Attachment 1 - Terms & Conditions
Attachment 2 - RWIS Statement of Work
Invoice Contact:
Name: Fort Collins & Loveland
4900 Earhart Road
Address: Loveland, CO 80538
Phone: 970 962 2850
Email:
Airport Manager/Authority:
Name: Jason Licon
4900 Earhart Road
Address: Loveland, CO 80538
Phone: 970 962 2852
Email: Jason.licon@cityofloveland.org
Accepted and agreed to by the duly authorized signatories below.
Vaisala Inc. Fort Collins & Loveland
JD Kirkpatrick y: By:
Sales Manager
Title: Title:
Date:
Date:
Maintenance Agreement Page 2 of 2
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https://www.sam.gov/portal/SAM/?navigationalstate=JBPNS rOOABXdcACJgYXZheC5... 11/3/2014
-� •
CERTIFICATE OF LIABILITY INSURANCE
DATE(Mn Do )
04 92014
I
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(les) 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 endorsement(s).
PRODUCER
Aon Risk services Northeast, Inc.
New York NY Office
CONTACT
NAME:
PHONE
Ill No. Eli: (B66) 263-]122 PpIC, NR: 800-363-0105
199 water Street
EMAIL
New York NY 10038-3551 USA
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC e
INSURED
INSURER A: Liberty Mutual Fire Ins Co
23035
Vaisala, Inc.
194 South Taylor Avenue
Louisville CO 80027 USA
INSURER B:
INSURER C:
INSURER 0:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: 570053428757 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. Limits shown are as requested
LTR
TYPE OF INSURANCE
INSC
INVO
POLICY NUMBER
MM
MM
LIMITS
X
COMMERCIALGENERALIJABIIJTY
TB
EACH OCCURRENCE
$5, 000, 000
CLAIMS -MADE X❑OCCUR
PREMISES Ea ocwnence
5300, 000
MED EXP(Any we person)
55,000
PERSONAL a ADV INJURY
$5,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
S5,000,000
X POLICY ❑BEd LOC
PRODUCTS-COMPMP AGG
$5,000,000
OTHER:
A
AUTOMOBILE LIAB1fTY
AS2-241-004829-034
01/01/201401/01/2015
COMBINED SINGLE UMR
E. Wmnrt
S1, 000, 000
BODILY INJURY (Per pP�san)
X ANYAUTO
ALL OOHED SCHEDULED
AUTOS AUTOS
X HIREDAUTOS X NO VVNED
AUTOS
EOOILYINJURY(Peranidmd)
PROPERTY DAMAGE
Pars ent
UMBREL1Al1AB
OCCUR
EACH OCCURRENCE
AGGREGATE
EXCESS IIAB
CINMSMADE
DEO
RETENTION
A
MRKERS COMPENSATION AND
EMPLOYERS'LNBIIIY YIN
ANY PROPRIETOR I PARTNER I EXECUTE
OFFICERMEMBER EXCLUDED]
(Mandatory In NM
I(yes, dasoihe under
DESCRIPTION OF OPERATIONSbalma
N/A
wc2241004829024
01 O1 2014
01 O1 2015
X PER OTH-
STATUTE R
E.L EACH ACCIDENT
S1,000,000
E.L. DISEASE -EA EMPLOYEE
51,0001000
EL DISEASE- UCY LIMIT
S1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACDRD IM, fiul Tonal Remarks Schedule, may Ue attached a mare space u mxm md)
Cities of Loveland and Fort Collins, its officers, employees and agents from liability and clams and demands are included as
Additional insured in accordance with the policy provisions of the General Liability policy. General Liability policy
evidenced herein is Primary and Non -Contributory to other insurance available to an Additional Insured, but only in accordance
with the policy's provisions.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
E%RIUITION DATE THEREOF, NOTICE VALL SE DELNERED IN ACCORDANCE WITH THE
POLICY PROVISIONS.
Cities Of Loveland and Ft. Collins
Attn: Larry Mack
AUTHORIZED REPRESENTATIVE
COL Rd.
Lovelandand CO 8OS3 Love USA
t � � JL
@1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
(i) Comprehensive general liability insurance insuring the Contractor
and naming the City as an additional insured with minimum combined single
limits of $1,000,000 each occurrence and $1,000,000 aggregate. The policy shall
be applicable to all premises and operations. The policy shall include coverage for
bodily injury, broad form property damage (including completed operations),
personal injury (including coverage for contractual and employee acts), blanket
contractual, independent contractors, products, and completed operations. The
policy shall contain a severability of interests provision.
(ii) Comprehensive automobile liability insurance insuring the
Contractor and naming the City as an additional insured against any liability for
personal injury, bodily injury, or death arising out of the use of motor vehicles
and covering operations on or off the site of all motor vehicles controlled by the
Contractor which are used in connection with this Contract, whether the motor
vehicles are owned, non -owned, or hired, with a combined single limit of at least
$1,000,000.
(iii) Professional liability insurance insuring the Contractor against any
professional liability with a limit of at least $1,000,000 per claim and annual
aggregate. (Note: this policy shall only be required if the Contractor is an
architect, engineer, surveyor, appraiser, physician, attorney, accountant, or other
licensed professional.)
(iv) Workers' compensation insurance and all other insurance required
by any applicable law. (Note: if under Colorado law the Contractor is not
required to carry workers' compensation insurance, the Contractor shall execute
a Certificate of Exemption and Waiver, attached hereto as Exhibit B and
incorporated herein by reference.)
b. Requirements. Required insurance policies shall be with companies
qualified to do business in Colorado with a general policyholder's financial rating
acceptable to the City. Said policies shall not be cancelable or subject to reduction in
coverage limits or other modification except after thirty days prior written notice to the
City. The Contractor shall identify whether the type of coverage is "occurrence" or
"claims made." If the type of coverage is "claims made," which at renewal the
Contractor changes to "occurrence," the Contractor shall carry a six-month tail.
Comprehensive general and automobile policies shall be for the mutual and joint benefit
and protection of the Contractor and the City. Such policies shall provide that the City,
although named as an additional insured, shall nevertheless be entitled to recover under
said policies for any loss occasioned to it, its officers, employees, and agents by reason of
negligence of the Contractor, its officers, employees, agents, subcontractors, or business
invitees. Such policies shall be written as primary policies not contributing to and not in
excess of coverage the City may carry.
7. Indemnification. The Contractor agrees to indemnify and hold harmless the City,
its officers, employees, and agents from and against all liability, claims, and demands on account
Pa.e 2 of 6 Form Revised 10/07/2014
of any injury, loss, or damage arising out of or connected with the Services, if such injury, loss, or
damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, or other
fault of the Contractor or any subcontractor of the Contractor, or any officer, employee, or agent of
the Contractor or any subcontractor, or any other person for whom the Contractor is responsible.
The Contractor shall investigate, handle, respond to, and defend against any such liability, claims,
and demands, and shall bear all other costs and expenses related thereto, including court costs and
attorneys' fees. The Contractor's indemnification obligation shall not be construed to extend to
any injury, loss, or damage to the extent caused by the act, omission, or other fault of the City.
This paragraph shall survive the termination or expiration of this Contract.
8. Governmental Immunity Act. No term or condition of this Contract shall be
construed or interpreted as a waiver, express or implied, of any of the notices, requirements,
immunities, rights, benefits, protections, limitations of liability, and other provisions of the
Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other
applicable law.
9. Compliance with Applicable Laws.
a. Generally. The Contractor shall comply with all applicable federal, state,
and local laws, including the ordinances, resolutions, rules, and regulations of the City. The
Contractor shall solely be responsible for payment of all applicable taxes and for obtaining
and keeping in force all applicable permits and approvals.
b. C.R.S. Article 17.5, Title 8. The Contractor hereby certifies that, as of the
date of this Contract, it does not knowingly employ or contract with an illegal alien who
will perform work under this Contract and that the Contractor will participate in the e-
verify program or Colorado Department of Labor and Employment ("Department")
program as defined in C.R.S. § 8-17.5-101 in order to confirm the employment eligibility
of all employees who are newly hired for employment to perform work under this
Contract. The Contractor shall not knowingly employ or contract with an illegal alien to
perform work under this Contract or enter into a contract with a subcontractor that fails to
certify to the Contractor that the subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under this Contract. The Contractor certifies that it
has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under this Contract through participation in either the e-
verify program or the Department program. The Contractor is prohibited from using
either the e-verify program or the Department program procedures to undertake pre-
employment screening of job applicants while this Contract is being performed. If the
Contractor obtains actual knowledge that a subcontractor performing work under this
Contract knowingly employs or contracts with an illegal alien, the Contractor shall be
required to: (i) notify the subcontractor and City within three days that Contractor 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 this subparagraph the subcontractor does not stop
employing or contracting with the illegal alien; except that Contractor shall not terminate
the contract with the subcontractor if during such three days the subcontractor provides
Page 3 of 6 Form Revised 10/07/2014
information to establish that the subcontractor has not knowingly employed or contracted
with an illegal alien. The Contractor shall comply with any reasonable request by the
Department made in the course of an investigation that it is undertaking pursuant to the
authority established in C.R.S. Article 17.5, Title 8. If the Contractor violates this
paragraph, the City may terminate this Contract for default in accordance with
"Termination," below. If this Contract is so terminated, the Contractor shall be liable for
actual and consequential damages to the City. (Note: this paragraph shall not apply to
contracts: (i) for Services involving the delivery of a specific end product (other than
reports that are merely incidental to the performance of said work): or (ii) for
information technology services and/or products.)
C. C.R.S. & 24-76.5-103. If the Contractor is a natural person (i.e., not a
corporation, partnership, or other legally -created entity), he/she must complete the
affidavit attached hereto as Exhibit C and attach a photocopy of a valid form of
identification. If the Contractor states that he/she is an alien lawfully present in the
United States, the City will verify his/her lawful presence through the SAVE Program or
successor program operated by the U.S. Department of Homeland Security. In the event
the City determines that the Contractor is not lawfully present in the United States, the
City shall terminate this Contract for default in accordance with "Termination," below.
10. Termination.
a. Without Cause. Either party may terminate this Contract without cause
upon thirty days prior written notice to the other. The City shall be liable to pay the
Contractor for Services performed as of the effective date of termination, but shall not be
liable to the Contractor for anticipated profits.
b. For Default. Each and every term and condition hereof shall be deemed to
be a material element of this Contract. In the event either party fails to perform according
to the terms of this Contract, such party may be declared in default. If the defaulting party
does not cure said breach within ten days of written notice thereof, the non -defaulting
party may terminate this Contract immediately upon written notice of termination to the
other. In the event of such termination by the City, the City shall be liable to pay the
Contractor for Services performed as of the effective date of termination, but shall not be
liable to Contractor for anticipated profits; provided, however, that the Contractor shall
not be relieved of liability to the City for any damages sustained by the City by virtue of
any default under this Contract, and the City may withhold payment to the Contractor for
the purposes of setoff until such time as the exact amount of damages is determined.
11. Notices. Written notices shall be directed as follows and shall be deemed
received when hand -delivered or emailed, or three days after being sent by certified mail, return
receipt requested:
Page 4 of 6 Form Revised 10/07/2014
�7q
To the Citv:
Jason Licon
City of Loveland
4900 Earhart Rd
Loveland, CO 86537
Email:
jason.licon@cityofloveland.org
To the Contractor:
Jerry Kirkpatrick
Vaisala, Inc.
194 South Taylor Avenue
Louisville, CO 80027
Email: jerry.kirkpatrick@vaisala.com
12. Special Provisions. Notwithstanding any other provision in this contract to the
contrary, neither party shall be liable for losses or damages which are indirect, incidental,
consequential, special or exemplary and each party's maximum liability hereunder for any
breach of this of this Contract shall be, limited to the amount of fees collected or paid and
accepted under this Contract.
13. Time of the Essence. Time is of the essence in performance of the Services and is
a significant and material term of this Contract.
14. Miscellaneous. This Contract contains the entire agreement of the parties relating
to the subject matter hereof and, except as provided herein, may not be modified or amended
except by written agreement of the parties. In the event a court of competent jurisdiction holds
any provision of this Contract invalid or unenforceable, such holding shall not invalidate or
render unenforceable any other provision of this Contract. The Contractor shall not assign this
Contract without the City's prior written consent. This Contract shall be governed by the laws of
the State of Colorado, and venue shall be in the County of Latimer, State of Colorado.
15. Electronic Signature. This Contract may be executed by electronic signature in
accordance with C.R.S 24-71.3-101 et seq.
by the parties on the date written above.
�•'` 423 City of Loveland, Colorado
SEAL � By:
�....._._..v�``�,.� Title:
A7:TESt�: 000
City Clerk
APPROVED AS TO FORM:
AM t City Attorney
Page 5 of 6
Form Revised 10/07/2014
City of Fo C li s, Col
By:
Title: Q✓ ecl-) CP pwkL� `t it"s I (tit✓1 }tier
ATTEST:
City Clerk
D A0
c�
APPROV S W FOR :.a'
Assistant City Attorney
Contractor
By.
Title:
STATE OFF )
COUNTY OF IJOLU(lt° ) ss.
The f�gqregoing inst>tlment was acknowledged before me this _If`Cl
lav of D lJ( it
20 li by SCOIt StE�61 . e��
(Insert name of individual sign ft on behalf of the
Cjjo//n((trl1 ot/o Ir)).
OLORIA TRICK 1l�l�V(/ NOTARYRY PUBLIC
STATE OF COLORADO Notary�',s official signs Ure
i. •�"'" ........ NOTARY ID 198741999M
'+.SA)[y Apj4MI5510N EXPIRES 91/18R017
i Commission expiration date
a.eQ' of Loveland is connnitted to providing an equal opporlvni4 for citi_ens and does not discriminate on the
basis of disability, race, cola', national origin, religion, sexual orientation, age or gender. The City hill make
reasonable acconnnodations for citi_ens in accordance with the Americans frith Disabilities Act.
Page 6 of 6 Form Revised 10/07/2014
A.
Attached
EXHIBIT A — SERVICES
VAISALA
194 South Taylor Ave.
Louisville, Co 80027 Attachment 1
RWIS Maintenance Statement of Work
Description of Equipment Services.
1.1. Preventive Maintenance consists of inspection, functional checks, adjustments,
replacement of failed components and cleaning in accordance with the equipment manufacturers published
guidelines and requirements. Vaisala will perform one (1) Preventive Maintenance check per year at
Customer's site and notify customer at least one week in advance of the estimated service time. Vaisala
shall make a report in writing containing observations and actions taken during each Maintenance visit and
a copy will be supplied to Customer.
1.2. Equipment Restoration. In the event of an unplanned equipment failure or
outage, Vaisala shall commence restoration work within two (2) business days 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. A maximum of three (3) restorative trips per year are allowed under contract. If
more trips are required the unplanned outage fee will apply.
1.3. All services provided by Vaisala shall be performed by qualified field
technicians and other personnel having all required certifications and licenses required.
2. Replacement Parts.
2.1. Pavement Sensors that require replacement for reasons other than electronic
failure (construction, rubber build-up, etc) are billed and installed at list price. Saw cutting of pavement for
replaced sensors is at the expense of customer.
2.2. Sensor failures including the system, and RPU which occur during the course of
this contract, are covered including parts and labor. Vaisala may replace sensors, parts or equipment with
factory reconditioned units. This does not include island server systems and equipment that is no longer
manufactured or supported by Vaisala.
2.3. Sensor replacement requires appropriate weather conditions. Vaisala will not
replace sensors when appropriate weather conditions do not exist. Replacement of sensors is contingent on
Customer providing Vaisala access to the sensors and managing airport operations accordingly.
Customer Responsibilities.
3.1. Customer shall be responsible for monitoring the status of the systems following
maintenance by Vaisala if customer has their own server.
3.2. Customer shall be responsible for providing transportation and/or access for
Vaisala personnel between the airport terminal 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;
3.4. 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 maintaining the grounds and buildings
associated with Equipment in good repair.
Attachment 1
VAISALA INC.
Agreement for Aviation Support and Maintenance Services Terms and Conditions
1. PURPOSE/SERVICES: KNe,
T/� sEk✓rcFs Cv,ureac7,
1.1 Customer desires to engage Vaisala to rend/certn professional and/or technical services, including as recited in the
Statement of Work ("SOW) and as indicated in the OPricing Schedule, related to the support, maintenance and servicing
of certain Equipment, and Vaisala desires to render sces under the terms and conditions of this Attachment 1, the SOW
and the Order and Pricing Schedule. All terms not drein, including "Services", "Equipment" and "Term", shall have the
meaning set forth in the Order and Pricing Schedule.achment 1, the Order and Pricing Schedule and the SOW make up
the complete agreement (the "Agreement") between Customer and Vaisala, and each may be amended, upon mutual written
agreement, from time to time throughout the Term.
1.2 This Attachment 1 constitutes the terms and conditions offered with respect to the provision of Services and Equipment
recited in the Order and Pricing Schedule and shall become a binding contract upon the execution of the Order and Pricing
Schedule either by facsimile or in PDF form, by Customer and Vaisala. No contrary or additional terms or conditions proposed by
Customer under any other document, including but not limited to a Customer purchase order, will be accepted by Vaisala, and any
such proposed contrary or additional terms are hereby rejected unless otherwise mutually agreed to in a written fully executed
instrument. Vaisala's performance pursuant to this Attachment 1, the Order and Pricing Schedule and the SOW shall be deemed
unqualified acceptance of the terms and conditions set forth below.
2. PAYMENT/OTHER EXPENSES/ADDITIONAL CHARGES
2.1 Customer agrees to pay Vaisala the amounts recited in the Order and Pricing Schedule
2.2 Vaisala shall invoice Customer on an annual, quarterly or monthly basis, as applicable, based on the Services for the
Equipment specified as more particularly recited under the Order and Pricing Schedule. Payment by Customer shall be net thirty
(30) days of the invoice date.
2.3 Customer may withhold payment of any amounts to be paid to Vaisala which are disputed in good faith by Customer. In
the event there is a dispute in connection with a submitted invoice, the parties shall confer on the invoice within five (5) days of
receipt, and only the payment for that portion of the invoice in question may be withheld, for ten (10) days after the payment due
date so as to allow the parties to cooperatively resolve any dispute. Following the elapse of such ten (10) days, Customer shall
pay, unless otherwise agreed by the parties, all the amounts due and owing to Vaisala under the invoice.
2.4 In accordance with the Order and Pricing Schedule, if restoration, repairs or other maintenance Services are required for
an unplanned Equipment failure or outage, Customer shall pay Vaisala the recited "Unplanned Outage Fee". 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 Services are required.
2.5 In accordance with the Order and Pricing Schedule, the applicable "Holiday Fee" as recited in the Order and Pricing
Schedule applies to the following holidays when Services are rendered: New Year's Eve, New Year's Day, Memorial Day, July 4
(Independence Day), Labor Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Eve and Christmas Day. If an
Equipment failure or outage occurs on any of the foregoing holidays, Customer shall pay Vaisala the "Holiday Fee" in addition to
the" Unplanned Outage Fee" as well as any other fees due and payable to Vaisala.
2.6 In accordance with the Order and Pricing Schedule, Customer Site (as subsequently defined) visits are defined as any
Site visit not required for Equipment Services. Upon Customer's written request and Vaisala's written acceptance thereof and
subject to mutually agreeable times, Vaisala will visit Customer Sites concurrent with Federal Aviation Administration (FAA)
required or requested Customer Site visits. Customer agrees to pay the "Facility Visit Fee" to Vaisala for such Customer Site
visits. The "Facility Visit Fee" is billed in half -day increments, portal to portal, plus travel costs and expenses.
Valsala Inc.
Confidential and Proprietary
O412014