HomeMy WebLinkAboutbocc.con.083.21 2017-11-13 Oil
it K I N Pitkin County
COUNT Procurement Cover Sheet
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Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
Contract Information
Contract Number 083.21
Project Name ASOCS (Airport Security& Operations Compliance System) Software
Contractor Veoci Inc.
Budget Line Item 40451100.531500
$ 26,000.00
Additional Budget Line $
Item(s) $
(Please fully allocate New Contract Total)
$ 26,000.00
Procurement Method: Informal
Type: Services/Maintenance
Contract Start Date 5/1/2021
Contract End Date 4/30/2022
Contract Type New Contract
Retainage No
If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form.
Contact Information:
Department Airport
County Representative Caroline Bonynge County Representative (970) 429-1881
Phone
Provide a brief description of the contract:
Vendor changed names/W9. This contract replaces 030.20. Renewal of contract 1 of 5.
Contract Value Summary:
Original Contract Amount $ 26,000.00
Previous Change Order/Amendment Amount
This Change order/Amendment amount
New Contract Total $ 26,000.00
NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage
Contract#083.21 Revision:2018-06-13 btf
Budget Line Item#40451100.531500
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PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made May 1, 2021 by and between the Board of County Commissioners of
Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the
"County")and Veoci Inc., 195 Church Street, 14th Floor,New Haven,CT 06510(hereinafter called
the"Contractor")to perform the following work: Airport Operations and Inspection Management
System Software ("Project").
I. Term of Contract: The term of this Contract is from May 1, 2021 to April 30, 2022. At
the expiration of the initial term, the contract may be extended for four (4) additional
terms of one (1) year by the express written consent of both parties.
II. Contractor's Obligations. Contractor shall implement Airport Security and Operations
Compliance System Software at the Aspen/Pitkin County Airport per the attached
Scope of Work, included as Attachment A.
III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with the Project Budget and
Schedule set out in Paragraph II. It is expressly understood and agreed that in no event
will the total compensation and reimbursement to be paid hereunder exceed the sum of
Twenty-Six Thousand dollars and Zero cents($26,000.00)for all services rendered.By
contract or amendment, the County and Contractor may reallocate the budget among
project tasks if the total budget amount remains unchanged. Contractor shall invoice
for the project monthly, or as otherwise agreed, based on hours worked or work
performed, with payment expected within thirty(30) days of invoice. Any payment by
the County may be offset by any amount the Contractor owes the County for any
reason.
Invoice Requirements:
Any and all invoices and/or pay applications submitted under this Contract must
include, at minimum, the following information in order to be processed for payment.
Invoices received not containing the specified information may be rejected,with notice,
at the discretion of Pitkin County's Accounts Payable department:
• Contract Number
• Contractor Name, including any DBA
• Project Name, Description(s) of Work performed, and/or Good delivered
• Date of Invoice and Terms
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• Contact Information for any required clarifications
IV. Pitkin County's Obligations. Pitkin County shall administer this Contract through
a County Representative. Caroline Bonynge, Director of Operations, Safety & ARFF
will manage the project as the County's Representative. In the event that Caroline
Bonynge is not available, Matt Whitelock, Director of Security and Construction shall
assume the County Representative's duties. The services provided and products
delivered by the Contractor under this Contract will be subject to review by the
County's Representatives, or a designee, for compliance with Contractor's obligations
prior to final payment.
V. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this Contract, with or without cause, by giving written notice to the
Contractor of such termination and specifying the effective date thereof. Such notice
shall be given at least thirty (30) days before the effective date of such termination. In
such event all finished or unfinished documents, data, studies and reports prepared by
the Contractor pursuant to this Contract shall become the County's property.Contractor
shall be entitled to receive compensation in accordance with the Contract for any
satisfactory work completed pursuant to the terms of this Contract prior to the date of
termination. Notwithstanding the above, Contractor shall not be relieved of liability to
the County for damages sustained by the County by virtue of any breach of the Contract
by the Contractor.
Termination, regardless of notice date, shall default to the current terms' expiration
date.Unless fees have been prepaid for future terms,the County shall not be entitled to
reimbursement for any current term subscription costs, except for any work that has
not been satisfactorily completed as agreed.
VI. Independent Contractor Status.
A. The parties to this Contract intend that the relationship between them contemplated
by the Contract is that of independent contractor. Contractor, and any agent,
employee, or servant of Contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under
this Contract. Contractor may choose to work for other individuals or entities
during the term of this Contract, provided that the basic services and deliverable
products required under this Contract are submitted in the manner and on the
schedule defined under this Contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor's obligations
under this Contract.
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D. Contractor shall not attempt to oversee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under
this Contract.
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal,state,FICA and other income
taxes.
VII. Assignability This Contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this Contract must be accepted in
writing by the County.
VIII. Severability. In the event that any provision of this Contract shall be held to be invalid
or unenforceable, the remaining provisions of this Contract shall remain valid and
binding upon the parties hereto.
IX. Integration and Modification.
A. This Contract represents the entire and integrated Contract between the County and
the Contractor and supersedes all prior negotiations, representations, or contract,
either written or oral. This Contract may be amended only by written contract
signed by both the County and the Contractor.
B. The County may, from time to time,request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or
decrease in the amount of the Contractor's compensation, which are mutually
agreed upon between the County and the Contractor, shall be in writing and upon
execution shall become part of this Contract.
X. Indemnity.
A. The Contractor agrees to indemnify,hold harmless and,not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, volunteers, and any jurisdiction or agency issuing permits for any work
included in the project, hereinafter referred to as indemnitee, from all suits and
claims, including attorney's fees and cost of litigation, actions, loss, damage,
expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Contract or on account of any act,claim or amount
arising or recovered under workers' compensation law or arising out of the failure
of the Contractor to conform to any statutes, ordinances, regulation, law or court
decree. It is agreed that the Contractor will be responsible for primary loss
investigation,defense and judgment costs where this Contract of indemnity applies.
In consideration of the award of this Contract, the Contractor agrees to waive all
rights of subrogation against the County its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
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agents,and volunteers for losses arising from the work performed by the Contractor
for the County.
The Contractor's obligation to indemnify Pitkin County under this Contract shall
in no circumstance be interpreted as a requirement or obligation for Contractor to
indemnify Pitkin County from its' own negligence of willful wrongdoing.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend,pay or settle all claims, demands, or lawsuits related hereto
at its sole expense and shall bear all other costs and expenses related thereto, even
if the claim, demand or lawsuit is groundless, false or fraudulent.
XI. Limitation of Liability.
THE REMEDIES PROVIDED IN THE AGREEMENT TO PITKIN COUNTY ARE
THE PITKIN COUNTY'S EXCLUSIVE REMEDIES. EXCEPT WITH RESPECT
TO ITS INDEMNIFICATION OBLIGATIONS IN SECTION X, IN NO EVENT
SHALL CONTRACTOR BE LIABLE TO THE PITKIN COUNTY OR ANY
OTHER PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR
ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL,
CONSEQUENTIAL OR UNFORESEEABLE LOSS, DAMAGE OR EXPENSE,
LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OR
CORRUPTION OF DATA, HOWEVER ARISING, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED.
XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract
are satisfied,insurance against claims for injury to persons or damage to property which
may arise from or in connection with the performance of the work hereunder by the
Contractor, its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in
no way limit the indemnity covenants contained in this Contract. The policies shall
include, or be endorsed to include, the following provision: On insurance policies
where the County is named as an additional insured, the County shall be an additional
insured to the full limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient
to protect the Contractor from liabilities that might arise out of the performance of the
work under this Contract by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate
and/or prudent,maintain higher limits and/or broader coverages. The Contractor is not
relieved of any liability or other obligations assumed or pursuant to the Contract by
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reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or
types. Commercial General Liability Completed Operations coverage must be kept in
effect for up to three (3)years after completion of the project.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits
of liability requirements provided that the coverage is written on a"following form"
basis.
1) Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers' Compensation Act AND when
such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A(Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2) Commercial General Liability—ISO 1CG 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Medical Payments(Any One Person) $ 5,000
Coverage to include, as applicable:
• Liability assumed under an Insured Contract(including defense costs assumed under
contract)
• Independent Contractors
• Additional Insured—Owners,Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsements specified above: "County, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected
officials,trustees,employees, agents,and volunteers named as an additional insured
with respect to liability and defense of suits arising out of the activities performed
by, or on behalf of the Contractor, including completed operations".
3) Auto Liability: Bodily injury and property damage for any owned,
hired and non-owned vehicles used in the performance of this Contract.
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Minimum Limits: Statutory
Coverage Bodily/Property Damage(Each Accident) $ 1,000,000
4) Special Coverages (check as appropriate and insert amount):
a. 0 Performance Bond $
b. El Professional Errors and Omissions
c. ❑ Aircraft Liability
d. ❑ Owner's Protective
e. ❑ Builder's Risk
f. ❑ Boiler and Machinery
g. ❑ Loss of Use Insurance
h. ❑ Pollution Liability
i. ❑ Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
1) Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended,
voided or canceled except after thirty(30)days prior written notice has been
given to the County, except when cancellation is for non-payment of
premium, then ten (10) days prior notice may be given. Such notice shall
be emailed directly to Procurement@pitkincounty.com. If the insurance
carrier will not provide the required notice, the Consultant/Contractor and
or its insurance broker shall notify the County of any cancellation, or
reduction in coverage or limits of any insurance within seven (7) days of
receipt of insurers' notification to that effect. Simultaneously with the
Certificates of Insurance, the Contractor shall file with the Project Lead a
certified statement as to claims pending against the required coverages,
reserves established on account of such claims, defense costs expended and
amounts remaining on policy limits.
2) In addition,these Certificates of Insurance shall contain the following
clauses:
a. The contractor's insurance shall be primary and non-contributory with
any insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
c. Any and all deductibles or self-insured retentions in the above-
described insurance policies shall be assumed by and be for the
amount of, and at the sole expense of the Contractor.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done."
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3) Certificates of Insurance for all renewal policies shall be delivered to
the County's Representative at least fifteen (15) days prior to a policy's
expiration date except for any policy expiring on the expiration date of this
Contract or thereafter.
4) The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this
Contract.
XIII. Exemptions and Preferences. All purchases of construction or building or any other
materials for this Contract shall not include Federal Excise Taxes or Colorado State or
local sales or use taxes. Pitkin County is exempt from such taxes under registration
numbers 98-02624 and 84-78000-5k.
XIV. Records. The Contractor shall maintain comprehensive, complete and accurate
books,records, and documents concerning its performance relating to this Contract for
a period of three (3) years after final payment under the Contract and the County shall
have the right within the three (3)year period to inspect and audit these books, records
and documents, upon demand, in a reasonable manner and at reasonable times, for the
purpose of determining, by accepted accounting and auditing standards, compliance
with all provisions of the Contract and applicable law.
XV. Contract Made in Colorado. The parties agree that this Contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVI. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this Contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney's fees.
XVII. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this Contract, the monetary
limitations or terms (presently $150,000 per person and $600,000 per occurrence) or
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise
available to Pitkin County or any of its officers, agents or employees. Further, nothing
in this Contract shall be construed or interpreted to require or provide for indemnification
of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its
agent or employees.
XVIII. Current Year Obligations.The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County. Pitkin County's obligations under
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this Contract are subject to Pitkin County's annual right to budget and appropriate the
sums necessary to provide the services set forth herein. No provisions of the Contract
shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond
the then current fiscal year of Pitkin County. No provision of the Contract shall be
construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
financial obligation of Pitkin County within the meaning of any constitutional or
statutory debt limitation. This Contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County's then
current fiscal year.No provisions of this Contract shall be construed to pledge or create
a lien on any class or source of Pitkin County's moneys, nor shall any provision of this
Contract restrict the future issuance of Pitkin County's bonds or any obligations
payable from any class or source of Pitkin County's money.
XIX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing addresses set forth below. Each party by notice sent
under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County: with copies to:
Caroline Bonynge Pitkin County Attorney's Office
0233 E. Airport Rd, Suite A 530 E. Main St., Suite#301
Aspen, CO 81611 Aspen, Colorado 81611
Email: Caroline.Bonynge@AspenAirport.com Email: Attorney@pitkincounty.com
To Contractor:
Veoci Inc.
195 Church Street, 14th Floor
New Haven, CT 06510
Phone: (917) 807-6853
Email: Nathaniel@Veoci.com
XX. Public Contracts for Services and Public Contracts with Natural Persons. In
conformance with the provisions of C.R.S. §§ 8-17.5-101, et seq., as amended and
C.R.S. §§ 24-76.5-101, et seq., as amended:
A. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
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services] Contractor certifies, warrants, and agrees that it does not knowingly employ
or contract with an illegal alien who will perform work under this Contract and will
confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Contract, through
participation in the E-Verify Program established under Pub. L. 104-208 or the State
verification program established pursuant to §8-17.5-102(5)(c), C.R.S., 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 Contractor
that the Subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under this Contract. Contractor (i) shall not use E-Verify Program or
State program procedures to undertake pre-employment screening of job applicants
while this Contract is being performed, (ii) shall notify the Subcontractor and the
contracting State agency within 3 days if Contractor has actual knowledge that a
Subcontractor is employing or contracting with an illegal alien for work under this
Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop
employing or contracting with the illegal alien within 3 days of receiving the notice,
and (iv) shall comply with reasonable requests made in the course of an investigation,
undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor
and Employment. If Contractor participates in the State program, Contractor shall
deliver to the contracting State agency, Institution of Higher Education or political
subdivision, a written, notarized affirmation, affirming that Contractor has examined
the legal work status of such employee, and shall comply with all of the other
requirements of the State program. If Contractor fails to comply with any requirement
of this provision or §§8-17.5-101 et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Contract for
breach and, if so terminated, Contractor shall be liable for damages.
B. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101,et seq.,
C.R.S.
Contractor,if a natural person 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) shall comply with the provisions of §§24-
76.5-101 et seq., C.R.S., and (iii) has produced one form of identification required by
§24-76.5-103, C.R.S. prior to the Effective Date of this Contract.
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IN WITNESS WHEREOF,the parties have executed this Contract as of the date first set out herein
above.
VEOCI INC.
N � '(,,iS May-07-2021
Nathaniel Ellis Date
Director of Strategic Solutions
PITKIN COUNTY, COLORADO
( roLi.ut,t, 15.NutitAlt, May-07-2021
Caroline Bonynge Date
Director of Operations, Safety&ARFF
ATTORNEY APPROVAL
g/1/7 — May-10-2021
Richard Neiley Date
Assistant County Attorney
10
GREY WALL SOFTWARE , LLC
083 . 21 Attachment A
VEOCI Proposal for
Aspen / Pitkin County Airport
Prepared for: Hilary Burgess
Prepared by: Vincent T Jessel
Date: Nov. 6th 2019
Proposal number: GWS77224135
Aspen/Pitkin County Airport
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
233 Airport Rd,Aspen
CO 81611
Dear Hillary:
Grey Wall Software,LLC ("Grey Wall")is pleased to offer Aspen/Pitkin County Airport this proposal and
agreement(this"Quote") for the use of Grey Wall's Veoci software and the services described herein(the
"Services").
I. Scope,Term and Terms and Conditions
The Services will be available to Aspen/Pitkin County Airport from [contract execution]through [one year]
(the"Term")in exchange for the fees described in Article III below,and pursuant to the terms of Veoci's
Subscription Terms and Conditions,Service Level Agreement and Support Agreement(collectively,the
"Subscription Terms")which are attached hereto as Exhibit A,Exhibit B,and Exhibit C. This Quote
incorporates the Subscription Terms in all respects,and together,this Quote and the Subscription Terms
constitute the agreement between the parties.
The fees and terms offered herein are contingent upon execution and delivery to Grey Wall of a signed
acceptance of this quote within thirty (30) days from the date of this Quote, otherwise this Quote shall be
deemed null and void. In the event that Grey Wall countersigns this Quote,the foregoing sentence shall not be
deemed to apply.
A. Software as a Service("SaaS")
1. Scope of Work
Aspen/Pitkin County Airport will be delivered the following solutions:
1.1 Part 139 Inspections
The system provides both electronic form submittal as well as form print-out for paper-based submittal.
Inspection schedules are created.Data in the system such as NOTAMS and Work Orders are associated with
the inspection schedule.Associated images and data files are maintained,the inspection form will geo-locate
a discrepancy.Any number of department checklists may be developed.The system will provide heat maps of
discrepancies and other key parameters.Customized approval processes is provided.
• Automated 139 Inspection Form
• Associated Dashboards
• PDF Print Templates
• Report and archiving of Inspection Data preceding 12 months
1.2 Work Order Management
The system will provide a multi-step airfield work order management system.Dynamic assignment will be
incorporated when work orders are issued against specific equipment or assets.Labor hours and associated
costs will be calculated and tied to a database of accounting codes
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
• Airfield Work Order Management system,interoperable with Part 139 Inspection process
(i.e.,outstanding work orders automatically flag inspection item"Unsatisfactory"
• Dynamic Assignment and distribution lists
1.3 Training Management
Track and manage employee training,set reminders for expiring certifications and recurrent training.Upload
training materials and test/score results across employees.
1.4 Wildlife Management
Full wildlife management reporting and logs.Email alerts can be triggered to the operations staff whenever a
new wildlife log is entered.Wildlife entries can also be referenced from the daily inspection form.All the data
can be exported to excel and PDF formats,or directly to the FAA wildlife strike database.Solution includes:
• Wildlife Log/reports
• Depredation/mitigation tracking inventory management
• Integration to FAA Wildlife Strike database
1.5 Automated Snow Desk Plan
Specialized snow operations plan,assigning tasks and notifications,and implementing specialized business
processes as outlined by the Airport's snow response team.Specialized dashboards will be developed to
facilitate snow event planning and management.The dashboard for snow events includes staffing,equipment,
weather,and other factors.
1.3 Inspection Template Builder
The system comes out of the box with an inspection(i.e.,Form and Workflow)builder.Users with
administrator access can build custom inspections outside of Part 139 to automate virtually any business
process or inspection type.
2. Number of Users
During the Term, Aspen/Pitkin County Airport is permitted to register a maximum of Twenty Five (25)
identities as Veoci users. Subject to the Subscription Terms and the confidentiality obligations described in
Article IV below,Aspen/Pitkin County Airport may permit seasonal and or intermittent users. Twelve (12)
additional Aspen/Pitkin County Airport employees,and independent contractors beyond the users identified
above,can be registered for occasional participation and for receipt of information from Veoci specifically for
Aspen/Pitkin County Airport Seasonal and or intermittent use.
3. Document Storage
Grey Wall will provide up to 100 GB (gigabytes) of online storage of documents,photos,and other electronic
documentation("Documents")to Aspen/Pitkin County Airport.
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC 114111
4. Integrated Telephone &SMS Capability
Veoci service includes the capability to automatically send and receive SMS and to dial global phone numbers
as needed and also use text to speech conversion to read out messages. The SMS and phone calls from Veoci
connect with users who may not be on-line and whose participation is urgently needed.Veoci integrates this
service from a 3rd party supplier and charges can vary based on target country and type of connection.Domestic
service to the US is included in the pricing;international calling to other countries is excluded.
B. Support and Training
1. Software Enhancements
Grey Wall will provide maintenance, support, and periodic enhancements to the Services pursuant to the
Subscription Terms. Typically, Grey Wall pushes enhancements out in a two-week cycle; these changes are
small and designed to make the introduction easy.
2. Training
Definitions:
"Administrators"are staff who will design and edit the Veoci system to build or maintain solutions/applications
"End Users"means people who will be utilizing the system functionally.
Two-day Administrator training sessions (Boot Camp Trainings) are typically scheduled monthly at various
locations throughout the US.The fee is$950 per person.We recommend administrators to attend Boot Camp
Trainings,as they will be responsible for training End-Users.
Remote Administrator Trainings are also available. These trainings are similar to an on-site training but will
exclude class exercises.Also,the content of Remote Trainings will vary slightly due to the changed medium and
will be set up as multiple 90-minute sessions.These Remote Administrator Trainings and additional training
sessions both on-line and on-site,are available at Grey Wall's standard professional service rates.
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE, LLC
II. Financial Specifications
A. Fees&Term
Recognizing the value of Aspen/Pitkin County Airport as a customer, Grey Wall offers Aspen/Pitkin County
Airport the following fees for the term specified in paragraph one of the Scope section of this Proposal:
Reoccurring Services and Fees:
Software Subscription for Veoci $ 25,000.00
Software Subscription for Seasonal Users $ 1,000.00
Maintenance/Updates $ 0.00
Support $ 0.00
Hosting $ 0.00
One Time Services and Fees:
Professional Implementation of Scope of Work: $ Waived
Administrator Bootcamp x2 $ Waived
Sales Tax 0.00*
TOTAL: $ 26,000.00
*Plus,Applicable Sales Tax
B. Optional Services if requested
Standard Training and Consulting for 2019, and subject to change
Item Unit Price
Veoci Hosted Bootcamp (New 2 Days - Price per $950, attendee pays for
Haven, CT or other locations) attendee travel and expense
$950, client pays for
2 Days— Price per trainer's travel and
Client Hosted Bootcamp attendee (Min 8) expense
Custom Training Hourly $180
Professional Services &
Consulting Hourly $180
T&E (Without Air) Per diem $250
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor, New Haven, CT 06510
GREY WALL SOFTWARE , LLC
Ill. Confidentiality
Aspen/Pitkin County Airport shall not,without the prior written consent of Grey Wall,disclose publicly or to
any third party (excluding employees of Aspen/Pitkin County Airport with a need to know), the terms and
conditions of this Quote or any related negotiations between the parties,except to the extent required by law.
IV. Exhibits A, B and C
A. Subscription Term and Conditions
1 Definitions
"Agreement"means these Subscription Terms and Conditions and any Order Form between the Customer
and Grey Wall and such Agreement,shall be effective as of the effective date of the applicable Order Form.
"Confidential Information"means any information,maintained in confidence by the disclosing party,
communicated in written or oral form,marked as proprietary,confidential or otherwise so identified,and any
information that by its form,nature,content,or mode of transmission,a reasonable recipient would
understand to be confidential or proprietary. Notwithstanding anything to the contrary,the Veoci Program
and related documentation and the Service are Confidential Information of Grey Wall.
"Customer"means any customer who is party to an Order Form,Contract,or agreement for Veoci SaaS with
Grey Wall.
"Customer Data"means all electronic data or information provided by Customer to the Service."Grey Wall"
means Grey Wall Software,LLC.
"Order Form"means the order form or quote for Services entered between Grey Wall and Customer,
including any exhibits or schedules thereto.
"Primary Contact"means Customer's primary technical contact with Grey Wall in-connection-with the
Service.
"Service"means Grey Wall's provision of the Veoci Program for access and use by Customer via
http://veoci.com.
"User Guide"means the online Veoci Program user manuals for the Service accessible via http://veoci.com,as
updated by Grey Wall.
"Users"means the individuals who are authorized to access and use the Service and who have been provided
user identifications and passwords by Customer(or by Grey Wall at Customer's request). Users may be
Customer employees,Customer third party consultants,contractors or agents.(Third parties may access and
use the Service solely for the benefit of Customer's internal business purposes in accordance with the
provisions of this Agreement.)
"Veoci Program"means Grey Wall's virtual emergency operations center software program for team
communication and collaboration.
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
"Virus" (i)any computer code designed to disrupt,disable,harm,or otherwise impede the operation of the
Service,including Customer's access to the Service and processing of data using the Service,or the operation
of any associated system or network,or(ii)any other similar harmful,malicious,or hidden procedures,
routines,or mechanisms that would cause the Service to malfunction or cause damage to or corruption of
data,storage media programs,equipment or communications,or otherwise interfere with operations.
2 Provision of Service
(a) Grey Wall will provide the Service to Customer in accordance with the terms of this Agreement.Grey
Wall grants Customer a non-transferable and nonexclusive right to access and use the Service for the sole
purpose of supporting the internal operations of Customer's business and to process Customer's own data.
(b) The following procedures will apply to the Service:
(i)Grey Wall will send an email to Customer's Primary Contact setting forth the information
necessary for initial use of the Service. Customer shall provide the information requested in such
email to Grey Wall.
(ii) Grey Wall will provide Service status and maintenance notifications by email to Customer's
Primary Contact.
(iii)Customer will notify Grey Wall via email at support@veoci.com with respect to any issues
related to the Service.
(c) From time to time,with respect to the Service and at an additional fee,Grey Wall may offer additional
functionality. Such additional functionality will be offered and agreed under a separate agreement between
the parties.Customer hereby agrees that Customer's purchase of the Service pursuant to this Agreement is
neither contingent on the delivery of any future functionality or features nor dependent on any oral or
written public comments made by Grey Wall regarding future functionality or features.
(d) The Service may be accessed and used solely by a User whose identification and password may not
be shared,accessed or used by any other person,company or entity.Unless otherwise specified in the
applicable Order Form between the Customer and Grey Wall,(i)Services are purchased as User subscriptions
and may be accessed by no more than the specified number of Users,(ii)additional User subscriptions may
be added during the applicable subscription term at the same pricing as that for the pre-existing
subscriptions thereunder,prorated for the remainder of the subscription term in effect at the time the
additional User subscriptions are added,and(iii)the added User subscriptions shall terminate on the same
date as the pre-existing subscriptions.User subscriptions are for designated Users only and cannot be shared
or used by more than one User but may be reassigned to new Users replacing former Users who no longer
require ongoing use of the Services.
3 Limitations and Processes
(a) Third-party interfaces,software,hardware or other services which are associated with,or otherwise
available through the Service shall be accessed and used by Customer and Users in their sole discretion.Grey
Wall shall have no responsibility or liability with respect to Customer's or any Users'access to or use of any
such items or for any act or omission of any such third-party provider.
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
(b) Grey Wall's performance under this Agreement shall be excused as a result of Customer's(i)failure
to comply with its obligations as set forth herein; (ii)failure to provide Grey Wall with information
reasonably deemed by Grey Wall to be necessary to assist Grey Wall in its performance under this
Agreement;or(iii)delay,prevention or interference with Grey Wall's performance under this Agreement.
(c) During normal business hours and no more than twice per year,on reasonable advance notice,
describing the purpose and scope of the request and in a manner that does not unreasonably interfere with
Customer's business operations,Grey Wall or a Grey Wall-designated third-party may audit Customer's use of
and access to the Service to verify Customer's compliance with this Agreement.
4 Customer Responsibilities.
(a) Customer will provide Grey Wall with the contact details for its Primary Contact on the effective date
of this Agreement,and will notify Grey Wall of any changes as necessary on an ongoing basis.Customer is
responsible for having the hardware and software adequate for use of the Service.
(b) Customer is responsible for all activities that occur in,or are related to,User accounts and for Users'
compliance with this Agreement. Customer shall: (i)have sole responsibility for the accuracy,quality,
integrity,legality,reliability,and appropriateness of all Customer Data; (ii)prevent unauthorized access to,or
use of,the Service,and shall notify Grey Wall promptly of any unauthorized access or use;and(iii) comply
with all applicable local,state,federal and territorial laws and regulations ("Laws")in accessing and using the
Service.
(c) Customer shall use the Service solely for its internal business purposes as contemplated by this
Agreement and shall not: (i)license,sublicense,sell,resell,rent,lease,transfer,assign,distribute,time share
or otherwise commercially exploit or make the Service available to any third party,other than to Users or as
otherwise contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages
in violation of applicable Laws; (iii)send or store infringing,obscene,threatening,or otherwise unlawful
material that is harmful to children or violates third party privacy rights; (iv)interfere with or disrupt the
integrity or performance of the Service or the data contained in the Veoci Program; (v)use the Service to
store or transmit any Viruses,(vi)attempt to gain unauthorized access to the Service or its related system or
networks,or(vii)monitor the availability,performance or functionality of the Services,or access the Services
for any other benchmarking or competitive purposes.
(d) Customer is responsible for its compliance with all applicable data protection and privacy protection
Laws. Customer represents to Grey Wall that: (i)it will provide only that personal data that it is authorized to
provide to Grey Wall,and will do so lawfully in compliance with applicable Laws,(ii) Grey Wall or its
subcontractors may process such data for the purposes described in this Agreement,and(iii) Grey Wall may
disclose such data to its subcontractors for this purpose.
(e) Customer shall not access the Services,and Grey Wall may immediately terminate this Agreement,if
Grey Wall determines,in its reasonable discretion,that Customer is a competitor of Grey Wall.
5 Fees and Payment
(a) Customer will pay Grey Wall the fees set forth in the Order Form for setup of User access to the Veoci
Proposal No. GWS77224135
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veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
Program,use of the Service and any other services or products described therein.
(b) All payments are due within thirty(30) days from date of invoice.If Customer's account is thirty(30)
days or more overdue,Grey Wall may suspend the Service upon at least two(2)business days'notice to
Customer without liability until any such amounts are paid in full,in addition to any of its other rights or
remedies.
(c) The fees and pricing agreed upon between the Customer and Grey Wall in the Order Form(s)assume
that the Customer's labor force will remain substantially the same size during the term of this Agreement.
Therefore,if(i) Customer's labor force experiences a material increase after the effective date of this
Agreement,whether by acquisition,merger,consolidation,organic growth by hiring,or otherwise,and such
Customer has purchased an unlimited User Service,Grey Wall may at its option terminate such Agreement
and may offer the Service to the Customer on a per user basis at the rate indicated in the Veoci Program price
list at that time.
6 Customer Data
(a) As between Grey Wall and Customer,Customer exclusively owns all rights,title and interest in and to
all Customer Data. Customer Data is Confidential Information of Customer. Recovery of any Customer Data
deleted by Customer shall be Customer's responsibility.
(b) Subject to Grey Wall's responsibilities set forth in Section 7,Grey Wall will not be responsible for any
unauthorized access to or alteration,theft or destruction of Customer Data through accident,fraudulent
means or devices,or any other method.
7 Confidentiality;Privacy
(a) In the course of performance under this Agreement,one party(the"Disclosing Party")may disclose,
deliver or permit access by the other party(the"Receiving Party")to its Confidential Information. The
Receiving Party shall hold the Disclosing Party's Confidential Information in strictest confidence and shall not
disclose or provide such Confidential Information to any third party except as expressly provided in this
Section. The Receiving Party shall not make any use of the Confidential Information except such limited uses
as are required or permitted under this Agreement,and shall cause its employees,agents,financial advisors,
attorneys,and Users to maintain such Confidential Information in complete confidence,and shall disseminate
such Confidential Information only on a need to know basis. Upon expiration or termination of this
Agreement,or at any time upon the Disclosing Party's request,the Receiving Party shall promptly return or,
at the Disclosing Party's option,destroy all of the Disclosing Party's Confidential Information,and all copies of
and other materials containing such Confidential Information. The Receiving Party shall have no obligation
under this Section 7 with respect to any Confidential Information that the Receiving Party can demonstrate
by reasonable written evidence: (i)was already known to it at the time of its receipt without restriction on its
disclosure; (ii)is or becomes generally available to the public other than by breach of this Agreement; (iii)is
independently obtained from a third party whose disclosure to the Receiving Party does not violate a duty of
confidentiality; (iv)is independently developed without use or reference to any of the Disclosing Party's
Confidential Information. If the Receiving Party is required by a court or other body of competent jurisdiction
to disclose the Confidential Information,the Receiving Party may disclose only so much Confidential
Information as is legally required,and the Receiving Party will promptly notify such compelled disclosure to
the Disclosing Party if permitted by Law to do so.
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
(b) In the event of a breach of this Section 7,the Disclosing Party may not have an adequate remedy at
Law.The Disclosing Party may seek temporary and/or permanent injunctions,specific performance or any
other form of equitable relief. For the Veoci Program,the Service and any other trade secrets,the obligations
of this Section 7 shall continue for so long as the information remains a trade secret,and for all other
Confidential Information,the obligations shall extend for five(5)years from the expiration or termination of
this Agreement.
8 Proprietary Rights
Grey Wall and its licensors (if any) shall retain all right,title,copyright,patent,trademark,trade secret and all
other proprietary interests to the Veoci Program,the Service and to all Grey Wall intellectual property and
any enhancements,modifications or derivatives of any of the foregoing. Customer may not distribute,
promote,or otherwise use any information or materials relating to the Veoci Program or the Service for any
external use without Grey Wall's prior written consent or as otherwise specifically permitted in this
Agreement. No copyright,patent,trademark,trade secret or other right of intellectual property not expressly
granted under this Agreement is exchanged between the parties. Subject to Customer's ownership of the
Customer Data,Grey Wall retains all rights to any related work product delivered under this Agreement and
Customer acknowledges and agrees that it obtains no rights to such work product. Customer shall not: (i)
modify,copy or create derivative works based on the Veoci Program or the Service; (ii)frame or mirror any
content forming part of the Veoci Program or the Service,other than on Customer's own intranets or
otherwise for its own internal business purposes in accordance with this Agreement; (iii)reverse engineer
the Veoci Program or the Service;or(iv)access or use the Veoci Program or the Service to build a competitive
product or service,or copy any ideas,features,functions or graphics of the Veoci Program or the Service.
Grey Wall shall own any and all rights to,and may use or incorporate into the Service,any suggestions,
enhancement requests,recommendations or other feedback provided by Customer or its Users relating to the
operation of the Service.
9 Warranty
(a) Each party represents and warrants to the other that it has the power and authority to enter into and
perform its obligations under this Agreement.
(b) Grey Wall represents and warrants to Customer that: (i) it owns or otherwise has sufficient rights in
the Veoci Program to grant to Customer the rights to access and use the Service granted in this Agreement,
and(ii)it has taken commercially reasonable steps to test the Service for Viruses.
(C) GREY WALL DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS WILL BE CORRECTED OR
THAT THE VEOCI PROGRAM WILL RUN ERROR FREE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY SET
FORTH ABOVE,TO THE EXTENT PERMITTED BY LAW,NO OTHER WARRANTIES,WHETHER EXPRESS OR
IMPLIED THIRD-PARTY WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY,SUITABILITY,
SATISFACTORY QUALITY,OR FITNESS FOR A PARTICULAR PURPOSE,ARE MADE BY GREY WALL AND GREY
WALL MAKES NO WARRANTIES WITH RESPECT TO ANY HARDWARE EQUIPMENT OR THIRD-PARTY
SOFTWARE THAT GREY WALL MAY USE TO PROVIDE THE SERVICE OR CUSTOMER MAY USE TO ACCESS
THE SERVICE.
(d) Customer represents and warrants to Grey Wall that: (i) Customer has the right to transmit to Grey
Wall,and receive from Grey Wall,all data,material and records,including the Customer Data that Customer
provides to Grey Wall and that are required to enable Grey Wall to perform the Service and any other of its
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
obligations under this Agreement;and(ii)it will use reasonable commercial efforts to prevent the inclusion
of Viruses while it and its Users access the Service.
10 Limitation of Liability
(a) Except for death or personal injury and Grey Wall's indemnity obligations in Section 11,Grey Wall's
liability for direct damages,loss or liability for any cause,and regardless of the form of action will be limited
to the total amount of fees payable by Customer under this Agreement over the six(6)months prior to the
date that the action arose.
(b) THE REMEDIES PROVIDED IN THE AGREEMENT TO CUSTOMER ARE THE CUSTOMER'S EXCLUSIVE
REMEDIES.EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS IN SECTION 11,IN NO EVENT
SHALL GREY WALL BE LIABLE TO THE CUSTOMER OR ANY OTHER PARTY,WHETHER IN CONTRACT,TORT,
OR OTHERWISE,FOR ANY INCIDENTAL,INDIRECT,PUNITIVE,EXEMPLARY,SPECIAL,CONSEQUENTIAL OR
UNFORESEEABLE LOSS,DAMAGE OR EXPENSE,LOSS OF PROFITS,LOSS OF BUSINESS,LOSS OF
OPPORTUNITY,LOSS OR CORRUPTION OF DATA,HOWEVER ARISING,EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED.
11 Indemnification
(a) Grey Wall agrees to defend and indemnify Customer from and against,or at its option settle,any
third-party claims(each a"Claim")that the Service or the Veoci Program alone,and not in combination with
any other product or program,infringes any third-party intellectual property rights.Grey Wall may,at its
option and at its own cost,procure for Customer the right to continue to use the Service;repair,modify or
replace the Service or Veoci Program so that it is no longer infringing;or provide a pro rata refund of the fees
paid based on the then-current term. Grey Wall shall have no liability under this Section if the allegation of
infringement is a result of: (i)a modification of the Veoci Program by anyone other than Grey Wall,(ii)the
Customer or any User not using the Service in accordance with the User Guide,(iii) or a work product that
was produced at Customer's specific direction. THE FOREGOING STATES GREY WALL'S ENTIRE LIABILITY
AND OBLIGATIONS REGARDING CLAIMS OF INFRINGEMENT,AND THE EXCLUSIVE REMEDY AVAILABLE TO
CUSTOMER WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY OR OTHER PROPRIETARY RIGHTS.
(b) Customer,to the extent permitted by law,agrees to defend and indemnify Grey Wall from and
against,or at its option settle,all Claims made or brought against Grey Wall: (i)arising out of Customer's use
of the Service; (ii)alleging that the Customer Data,Customer's materials or records,or Customer's use of the
Service in violation of this Agreement,infringes the intellectual property rights of,or has otherwise harmed,a
third party;or(iii)alleging that Grey Wall's use of the Customer Data as contemplated in this Agreement is
not authorized.
(c) A party's indemnification obligation is contingent upon: (i)the indemnified party providing prompt
notice to the indemnifying party of any such Claim and assistance in its defense; (ii)the indemnifying party's
sole right to control the defense or settlement of any such Claim,except that any settlement requiring a
payment or admission of liability on the part of the indemnified party is subject to the indemnified party's
prior approval,not to be unreasonably withheld or delayed;and(iii)that the indemnified party shall not take
any action or omit to take action that hinders the defense or settlement process,as reasonably directed by the
indemnifying party.
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
12 Termination
This Agreement commences on the start date specified in the Term and will automatically renew for
additional periods equal to the expiring subscription term or one year(whichever is shorter)unless either
party gives the other notice of non-renewal at least sixty days before the end of the relevant subscription
term.The pricing during any automatic renewal will be the same as that during the immediately prior term
unless Grey Wall gives Customer a written notice of a price increase at least sixty(60) days before the end of
the prior term,in which case the pricing increase will be effective upon renewal and thereafter. Any such
pricing increase shall not exceed seven percent(7%)of the pricing for the prior year unless the pricing in the
prior year was designated as promotional or special rate.
Either party shall have the right to terminate this agreement (i) upon thirty (30) days written notice to the
other party of a material breach of this Agreement,and such breach remains uncured at the expiration of such
period after which written notice is given to the breaching party; or (ii) subject to any applicable mandatory
Law, if a party becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against a
party; (iii) In addition to any termination rights in the Subscription Terms, customer shall have the right to
terminate this Quote for any reason in its sole discretion by giving a sixty(60) day written notice to Grey Wall
at any time during the term. If Customer gives Grey Wall a notice of termination as described in this section,
Grey Wall will cease to perform the Services at the end of Term using reasonable care in concluding its
Provision of Services. Upon termination of the agreement, however caused, Customer shall: (a) Pay to Grey
Wall all outstanding invoices and sums owed which have accrued up to the end of the current term at the time
of termination. If customer has paid for services up front, Grey Wall will return the moneys paid for unused
quarters (3 month periods) (b) at Grey Wall's option, either return to Grey Wall or destroy all confidential
information which it has obtained from Grey Wall,and(c)have no claims for damages or compensation for loss
of goodwill or like thereof against Grey Wall.
13 Waiver of Jury Trial
THE PARTIES HEREBY IRREVOCABLY WAIVE,TO THE FULLEST EXTENT PERMITTED BY LAW,ALL RIGHTS
TO TRIAL BY JURY IN ANY ACTION,PROCEEDING,OR COUNTERCLAIM RELATING TO THIS AGREEMENT.
14 Choice of Law
The Agreement shall be construed and governed in accordance with the laws of the State of Connecticut
(Excluding its conflict of laws provisions).
15 Miscellaneous
(a) Customer may not assign this Agreement,the use of the Service or any other of its rights and
obligations under this Agreement without Grey Wall's prior written consent. This Agreement shall be
binding on the parties and their respective successors and assigns. Grey Wall shall have the unrestricted
right to (i)assign all of its rights and obligations under this Agreement,and(ii)subcontract all or part of its
performance under this Agreement.
(b) Customer shall not export or use the Service in violation of applicable Laws.
(c) The Services,other technology that Grey Wall makes available,and derivatives thereof,may be
subject to export laws and regulations of the United States and other jurisdictions.Customer represents that
Proposal No. GWS77224135
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veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC
it is not named on any U.S.government denied-party list.Customer shall not permit Users to access or use
Services in a U.S.-embargoed country or in violation of any U.S.export law or regulation.
(d) Neither party is an agent or contractor of the other,and this Agreement does not confer or delegate
upon a party any discretionary authority or control on behalf of the other party.
(e) Each party shall be excused from performance of its obligations under this Agreement for any period
and to the extent that it is prevented from performing such obligations,in whole or in part,as a result of
delays caused by circumstances beyond its reasonable control,including an act of God,severe weather,
hurricane,earthquake,flood,war,civil disturbance or civil commotion,terrorism,court order,or any other
cause over which such party does not have control,including internet or communication problems (including
an internet service provider's or hosting facility's failures or delays involving hardware,software or power
systems not within Grey Wall's possession or reasonable control),third-party hardware or software errors,
Viruses or similar harmful programs or data,or unauthorized access or theft(any of the foregoing,a"Force
Majeure Event").
(f) All documents referenced in this Agreement,including the Order Form(s),are a part of this
Agreement. All other prior or contemporaneous agreements,proposals,purchase orders,representations
and other understandings,whether oral or written,related to the Service are superseded by this Agreement.
No alteration or modification of this Agreement will be valid unless made in a writing signed by the parties.
(g) There shall be no third-party beneficiaries to this Agreement.
(h) All notices required or permitted under this Agreement hereunder shall be delivered to the other
party either personally,or by telefax,email,certified or registered mail(return receipt requested),or
overnight courier.If delivered personally,notice shall be effective when delivered;if delivered by telefax or
email,notice shall be effective upon electronic confirmation;and if delivered by mail or overnight courier,
notice shall be effective upon confirmation of delivery.
(i) The section headings in this Agreement are for informational purposes only and shall not affect the
interpretation of any provision of this Agreement. When used in this Agreement,"including"and word(s)of
similar import mean"including without limitation."
(j) If any provision of this Agreement shall be held to be invalid,illegal or unenforceable,it shall be
deemed severed from this Agreement and shall not affect in any respect the remainder of this Agreement.
(k) The sections entitled"Warranty,""Limitation of Liability," "Customer Data,""Fees and Payment,""
Indemnification," "Confidentiality;Privacy,""Proprietary Rights"and Customer's obligation to pay any
outstanding fees due shall survive expiration or termination of this Agreement.
B. Service Level Agreement
Capitalized terms that are not otherwise defined in this Exhibit B shall have the meaning set forth in the
Subscription Terms and Conditions.
Proposal No. GWS77224135
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veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC 11
1. Introduction
The measurements and service levels set forth in this Exhibit B are designed to provide an objective
measurement of Grey Wall's performance of the Service(each an"SLA";collectively,"SLAs").The SLAs may
be reviewed and adjusted as mutually agreed upon in writing by the parties.
2. Reporting
Grey Wall agrees to provide to Customer,within sixty days of its receipt of a written request from Customer,a
quarterly electronic report to verify Grey Wall's performance against the SLAs.Grey Wall agrees to
investigate and correct failures to meet the SLAs by:
(i)initiating investigations to determine the root cause of the failure;
(ii)using commercially reasonable efforts to correct the issue;
(iii)advising Customer as reasonably requested by Customer of the status of efforts being undertaken with
respect to the issue;and,
(iv)providing reasonable evidence to Customer that the cause of the issue is being corrected or will be
corrected.
3. SLA Definitions and Measurements
"Minor Default"is deemed to occur when Grey Wall's performance against an SLA falls in the range of
performance in which a minimum SLA credit is granted to Customer.
"Major Default"is deemed to occur when Grey Wall's performance against an SLA falls in range of
performance in which a maximum SLA default credit is granted to Customer.
"Scheduled Downtime,"means the planned downtime,of which Grey Wall has notified Customer at least 72
hours in advance.
"Service Level Default"means that Grey Wall's performance fell below the established SLA during a
measurement period.
"Service Level Credit"means the amount of additional Service the Customer will be credited for the applicable
Service Level Default during the measurement period.
"Target Service Level"means the expected performance range,within which no Service Level Default is
assessed,and no Service Level Credit is granted.
Measurement periods are monthly,in arrears,with Service Level Defaults and Service Level Credits being
calculated monthly.Any Service Level Credits shall be credited to the Customer annually in arrears,as
applicable.
The SLA's set forth in this Exhibit shall be Customer's sole and exclusive remedy related to the SLA default
and such Service Level Credits are in lieu of other available remedies such as damages for breach of contract.
Proposal No. GWS77224135
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veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC ' i-1
4. Exceptions
The following items will not be considered as a part of the calculation of Service Level Credits and Grey Wall
will be relieved of responsibility for SLAs and associated Service Level Credits to the extent Grey Wall's
failure to meet the SLA(s)is determined by the parties,to be due to:
(i)Force Majeure Events as defined in the Agreement
(ii) Outages resulting from Scheduled Downtime,including Grey Wall's upgrading of data center
infrastructure
(iii)Outages arising from Customer's network being inaccessible
(iv)Domain Name Server(DNS)issues outside of the control of Grey Wall
(v) Customer's acts or omissions (including acts or omissions of a third party not acting on behalf of Grey
Wall),including,without limitation,custom configuration,scripting,coding,negligence,failure to timely
perform or provide relevant assistance,information or infrastructure required of Customer or willful
misconduct
(vi)Internet outages,or other third party infrastructure outages which hinder access to Grey Wall's
environment
(vii) Outages requested by Customer
(viii)Changes by Customer,or its agents,to Customer's environment which are not communicated to Grey
Wall and which adversely impact Grey Wall's ability to perform the Service.
(ix)Inability of Customer to log in due to Customer's use of LDAP or other single sign-on methods to control
authentication.
5. Service Level Measurement
Service Area: Production Uptime
Objective:Grey Wall to provide 99.5%monthly uptime for Production Software Instances
Measurement:For Production availability,the Production downtime shall be measured as the aggregate
number of minutes during the monthly measurement period in which the Service was unavailable,divided by
the total number of minutes in the monthly measurement period.The period of unavailability shall be
measured from the point-in-time that such unavailability is or reasonably should have been detected by Grey
Wall.
(Uptime%= [1-(downtime/Production)*100%]).For example,if hosting is unavailable for a total of 200
minutes in a 30-day month,then Production Uptime is [1-(200/43,200)*100%] =99.5%
Target Service Level: Production Uptime is greater than or equal to 99.95%
Minor Default:Production Uptime is less than 99.95%but greater than or equal to 98%
Major Default:Production Uptime is less than 98%
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLC 11110,
M
Measurement Period: Measured on a monthly basis.Grey Wall will measure the Production Uptime for each
downtime event and in the aggregate each month during the Term,and,upon written request of Customer,
report the results to Customer within ten(10)business days of the of the request.
Service Level Credits:Minor Default=credit of one(1)additional day of the Service as an extension of the
term of the Agreement.
Major Default=credit of two (2) additional days of the Service as an extension of the term of the Agreement.
C. Support Agreement
Included Support:
• Support Center.The Veoci team will provide support from a support center via e-mail,an
Internet based Client support tool(English version only),and telephone. All support services
shall be provided in English language,unless otherwise specified in this Agreement.
o Phone: <to be provided>
o Internet based Client support tool:<to be provided>
o Email: <to be provided>
• Hours of Support Center Operation.Support center is available twenty-four(24)hours per
day,seven(7)days per week
• Requesting Support.
o Customer will identify the severity level(defined below) of the incident when requesting
support from the support center
o If all support center representatives are busy with other calls,a message will be left on the
voicemail response system,which will page appropriate support personnel
o The Veoci team will target to meet and exceed defined service level metrics defined in this
Exhibit
Non-Critical Issue: System performance or bug affecting some users that does not prevent a customer from
using the software to respond to a crisis.
Response Time: 2 business days
Channel:Email,web,or general support phone number.
Critical Issue:System performance or bug affecting all users that prevents a customer from using the
software to respond to a crisis.
Response time: 2 business hours
Channel:Email,web,or general support phone number
Crisis Issue: System outage or severe bug preventing customer from using the software during their
response to a crisis.
Response Time: 30 minutes (24x7)
Channel:Emergency phone number
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
GREY WALL SOFTWARE , LLCM
Crisis Support: General questions,support,or assistance in the instance where:the Veoci system is fully
operational,it is outside of Veoci's normal business hours,but the customer is responding to a crisis and
needs support.
Response Time: 30 minutes (24x7).Maybe subject to$200 hourly rate.
Channel:Emergency phone number
Business Hours: M-F 1:30AM-7PM Eastern Time
The parties hereto, intending to be legally bound hereby, have each caused its duly authorized officers or
representatives to sign this Quote as of the date first set forth above.
Grey Wall Software,LLC Aspen/Pitkin County Airport
By:
By: Naiara Azpiri Title:
Title: CISO and VP of Sales Date:
Proposal No. GWS77224135
www.veoci.com I YourName@greywallsoftware.com I 203 782 5944
veoci Grey Wall Software LLC, 195 Church Street 14th Floor,New Haven, CT 06510
Contract#:030.20 083.21 Company Name Change Rev. 2018.10.10 btf
Budget Line Item#:40451100.531500
PITKIN COUNTY, COLORADO
INFORMAL PROCUREMENT MEMORANDUM
TO: File
FROM: Caroline Bonynge
RE: Informal Procurement under $50,000
DATE: April 1, 2020*
Description of Project: ASOCS (Airport Security& Operations Compliance System) software
Budgeted Amount: $26,000.00
On project list approved by BOCC: No
Contractors Contacted: ProdigiQ , Veoci, and App-139
Proposals Received:
Vendor Name Proposal Amount Timeline Other Information
ProdigiQ $14,000.00 139 Self Inspection
Veoci $26,000.00
App-139 $8,000.00 $6,000 renewal
Firms chosen: Veoci,
Veoci is an all inclusive software. It is a comprehensive application with all modules
incorporated, including part 139, wildlife assessment, work orders, emergency management and
others. The other softwares charge for each feature and they do not have all the modules we
need.
*Original document not signed at time of contract execution. Correcting now for files.
COUNTY REPRESENTATIVE:
r,Ardlint, betA,mt, Apr-15-2021
Caroline Bonynge Date
Director of Operations, Safety&ARFF
DocuSign
Certificate Of Completion
Envelope Id: DDD964D03178445AB338E734DABD2A47 Status:Completed
Subject:083.21 Veoci ASOCS Software Contract New Name and Renewal
Source Envelope:
Document Pages:29 Signatures:3 Envelope Originator:
Certificate Pages:5 Initials:0 Hilary Burgess
AutoNav: Enabled 530 East Main Street
Envelopeld Stamping: Disabled Suite 203
Time Zone: (UTC-07:00)Mountain Time(US&Canada) Aspen,CO 81611
hilary.burgess@aspenairport.com
IP Address:65.38.144.66
Record Tracking
Status:Original Holder: Hilary Burgess Location: DocuSign
5/7/2021 10:38:33 AM hilary.burgess@aspenairport.com
Signer Events Signature Timestamp
Nathaniel Ellis Sent:5/7/2021 10:50:35 AM
Nathaniel@veoci.com N L S Viewed:5/7/2021 12:06:05 PM
Security Level: Email,Account Authentication Signed:5/7/2021 12:06:38 PM
(None)
Signature Adoption: Pre-selected Style
Using IP Address:50.239.109.34
Electronic Record and Signature Disclosure:
Accepted:5/7/2021 12:06:05 PM
ID:cfb6efac-52b5-49ae-bceb-dcf6d7c449e1
Company Name:Pitkin County,Colorado
Caroline Bonynge , Sent:5/7/2021 12:06:42 PM
/
caroline.bonynge@aspenairport.com OLlbtt, j�jbinllAdy. Viewed:5/7/2021 4:41:19 PM
Director of Operations,Safety&ARFF Signed:5/7/2021 4:41:33 PM
Security Level: Email,Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:76.120.9.36
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted:5/7/2021 4:41:19 PM
ID:b72cc93c-23b4-420d-a41f-846c8eb0d444
Company Name:Pitkin County,Colorado
Richard Neiley �-.-- Sent:5/7/2021 4:41:35 PM
richard.neiley@pitkincounty.com (f'=2— Viewed:5/10/2021 2:58:43 PM
Asst.County Attorney Signed:5/10/2021 2:59:17 PM
Security Level: Email,Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address:73.153.167.171
Electronic Record and Signature Disclosure:
Accepted:5/10/2021 2:58:43 PM
ID:e5a3b03f-afc4-4398-8826-21b27b89cd1b
Company Name:Pitkin County,Colorado
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Jennifer McTiernan COPIED Sent:5/10/2021 2:59:21 PM
Jennifer@veoci.com
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sonja Welch COPIED Sent:5/10/2021 2:59:25 PM
sonja.welch@veoci.com Viewed:5/10/2021 3:26:32 PM
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Pitkin County Procurement COPIED Sent:5/10/2021 2:59:26 PM
Procurement@pitkincounty.com
Procurement
Pitkin County
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Accounts Payable Pitkin County COPIED Sent:5/10/2021 2:59:29 PM
AP@PitkinCounty.com
Accounts Payable
Pitkin County
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/7/2021 10:50:35 AM
Certified Delivered Security Checked 5/10/2021 2:58:43 PM
Signing Complete Security Checked 5/10/2021 2:59:17 PM
Completed Security Checked 5/10/2021 2:59:29 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on:3/20/2020 3:28:13 PM
Parties agreed to:Nathaniel Ellis,Caroline Bonynge,Richard Neiley
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Pitkin County(we, us or Pitkin County)may be required by law to provide
you with certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically when we send you documents for
electronic signature.
Acknowledging your Access, Intent, and Consent to Receive and Sign Materials
Electronically
To confirm that you can access this information electronically, which will be similar to other
electronic notices and disclosures that we will provide to you,please verify that you were able to
read this electronic disclosure and that you also were able to print on paper or electronically save
this page for your future reference and access or that you were able to e-mail this disclosure and
consent to an address where you will be able to print on paper or save it for your future reference
and access. Further, if you consent to receive notices and disclosures exclusively in electronic
format on the terms and conditions described above,please let us know by clicking the 'I agree'
button below.
By checking the 'I Agree' box, I confirm that:
• I am establishing my intent to be bound to the transaction, and indicating that I am fully
aware of the purpose for which the signature is being provided.
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify Pitkin County as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgments, and other documents that are required to be provided or made
available to me by Pitkin County during the course of my relationship with you.
Signing Documents without a Pitkin County DocuSign Account:
Pitkin County may not require all document signers to be authorized users of the Pitkin County
DocuSign Account. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to these terms and
conditions, please confirm your agreement by clicking the 'I agree'button at the bottom of this
document. When you don't have a DocuSign account, you will be provided the opportunity to
agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can
download and retain this disclosure. Pitkin County will forward completed documents that
you've reviewed, processed or signed via email. Should you require copies of these signed
documents (e.g., if they get deleted from your email account) you should request those
documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin
County custodian who sent you the document for signature.
Signing Documents with a Pitkin County DocuSign Account:
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to these terms and conditions,please
confirm your agreement by clicking the 'I agree'button at the bottom of this document.
Getting paper or electronic copies
At any time, you may request from us a paper or electronic copy of any record provided or made
available electronically to you by us. For such copies, as long as you are an authorized user of
the DocuSign system you will have the ability to download and print any documents we send to
you through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper or
electronic copies of any such documents from our office to you, you may be charged a per-page
fee. You may request delivery of such paper or electronic copies from us by following the
procedure described below.
Withdrawing your consent
If you are an authorized DocuSign Account holder, you can decide to receive notices and
disclosures from us electronically, you may at any time change your mind and tell us that
thereafter you want to receive required notices and disclosures only in paper format. Described
below is the process for informing us of your decision to receive future notices and disclosure in
paper format and also how to withdraw your consent to receive notices and disclosures
electronically.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign user account to receive required notices and consents electronically from us or to sign
electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgments, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process,please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Pitkin County:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to Helpdesk@provelocity.com
To advise Pitkin County of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at Helpdesk@provelocity.com and
in the body of such request you must state: your previous e-mail address, your new e-mail
address .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper or electronic copies from Pitkin County
To request delivery from us of paper or electronic copies of the notices and disclosures
previously provided by us to you electronically, you should request those documents from Pitkin
County under the Colorado Open Records Act by contacting the Pitkin County custodian who
sent you the document for signature.
To withdraw your consent with Pitkin County
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.