HomeMy WebLinkAboutbocc.con.amended.149.21 E8/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 40451510.531500.10239
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please enter the New Vendor information into Munis for workflow approval.
Contact Information:
Department
County Representative Andrew Treat County Representative
Phone (970) 379-5242
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 12,624.20
$ 58,042.70
$ 41,629.25
$ 112,296.15
149.21 E
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
No
Annual Support Subscription for FAA Mandated Emergency Alert Notification System
KOVA Corp.
$ 41,629.25
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ 41,629.25
Outside Agency
Services/Maintenance
7/1/2021
6/30/2027
Change Order/Contract Amendment
Airport
Contract renewal for an additional one (1) year term with a new expiration date of June 30, 2027 and an
allocation of $41,629.25 for the renewal term.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
Contract #: 149.21 Rev. 2022.08.04 CDD
*Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must
have County Manager signature. 1
CHANGE ORDER / CONTRACT AMENDMENT
Change Order Number: 149.21 E
OWNER:
Pitkin County, Colorado
530 E. Main St., Suite #302
Aspen, CO 81611
CONTRACTOR:
KOVA Corp.
120 East Bay Ave., Suite J
Manahawkin, NJ 08050
The Provision of Annual Support Subscription for FAA Mandated Emergency Alert Notification
System (the “Contract”) dated August 9, 2021 between the Board of County Commissioners of
Pitkin County, Colorado (the “County”) and KOVA Corp. (the “Contractor”), is hereby amended
as follows:
Description of Change:
1. Contract extension of an additional one (1) year term, beginning July 1, 2026 and
expiring June 30, 2027; and
2. Allocation of additional funds in the amount of $41,629.25 for the renewal period.
Reason for Change:
Expiration of Contract term.
Original Contract Amount $ 12,624.20
Previous Change Order/Amendment Amount $ 58,042.70
This Change Order/Amendment Amount $ 41,629.25
New Contract Total $ 112,296.15
Contract #: 149.21 Rev. 2022.08.04 CDD
*Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must
have County Manager signature. 2
In all other respects, the Contract is in full force and effect and remains unchanged by this
Amendment.
KOVA CORP.
________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO
RECOMMENDED FOR APPROVAL:
_________________________________________________
!#DEPARTMENT REPRESENTATIVE#! Date
MANAGER APPROVAL:
________________________________________________
!#COUNTY MANAGER#! Date
Apr-06-2026
Andrew Treat
Aircraft Rescue Captain
Colleen Sternlieb
Admin Asst
Apr-07-2026
Deputy County Manager
Apr-07-2026
Ryan Mahoney
102 East Bay Ave, Suite J • Manahawkin, NJ, 08050
800.204.5200 • Fax 800.879.0720
www.kovacorp.com
March 26, 2026
Andrew Treat
Aircraft Rescue Captain
Aspen/Pitkin County Airport
1001 Owl Creek Road, Aspen CO 81611
Cell: (970) 379-5242
www.aspenairport.com
Subject: Continued Remote Support for Emergency Notification System “Crash Phone”
Dear Mr. Treat,
Please find pricing of $41,629.25 to continue remote service and support of your KEANS
(KOVA Emergency Alert Notification System) for the service term of 07/01/2026 –
06/30/2027. This KOVACARE support service includes the following:
• Hardware replacement for any endpoints attached to the system
• Unlimited 24 by 7 access to KOVACARE support staff via email and phone
• SW updates, OS patching (if required) and monthly system health checks.
• System changes, S/W re-configuration and modifications to system process when required (limitations
apply)
• 24 by 7 system monitoring by KOVACARE NOC
• Immediate alert e-mails for airport personnel if an endpoint goes down
• Immediate email alerts for KOVACARE team if an endpoint goes down
• Email copy of the alert message mp3 file delivered to chosen airport personnel.
List of Components:
Qty Item Code Item Description
2 KOVA-IF-KEANS-SPR-CEILING KEANS Ceiling Speaker
5 KOVA-IF-KEANS-SPR-HORN KEANS Horn Speaker
7 KOVA-IF-KEANS-SPR-SURFACE KEANS Surface mount Speaker
2 KOVA-IF-KEANS-SPR-STROBE-CLOCK KEANS Combo Clock, Speaker & Strobe
15 KOVA-IF-KEANS-STROBE-MULTI KEANS Multi-color Strobe Light
2 KOVA-IF_KEANS-SWITCH-8H KEANS certified high power 8 port POE Switch
2 KOVA-IF-KEANS-SWITCH-8L KEANS certified low power 8 port POE switch
1 KOVA-IF-KEANS-SWITCH-24H KEANS certified high power 24 port POE switch
2 KOVA-IF-KEANS-PHN KEANS Full IP Desk Phone and KEANS license
1 KOVA-IF-KEANS-PAGE-A KEANS Paging adapter and KEANS license
1 KOVA-IF-KEANS-PAGE-F KEANS PBX Adapter
1 KOVA-IF-KEANS-ROIP-GW KEANS ROIP adapter and KEANS license
1 KOVA-IF-KEANS-ROIP-GW-CBL KEANS ROIP adapter cable
1 KOVA-SVR-KEANS Server for KEANS solution (Primary) and KEANS server license
1 KOVA-SVR-KEANS Server for KEANS solution (Backup) and KEANS server license
Should you have any questions, please feel free to reach me at 609-597-1498 x216.
Best Regards,
Colleen Sternlieb
Administrative Assistant
KOVA Corp.
csternlieb@kovacorp.com
Attachment A
Page 1 of 11
MAINTENANCE AND SERVICE
LEVEL AGREEMENT ID#26-0630A
hereas, Aspen/Pitkin County Airport, hereinafter referred to as the Customer, with a previously
purchased KOVA Emergency Alert Notification System, purchased via Customer Contract#103.20,
hereinafter referred to as KEANS located at Aspen/Pitkin County Airport, and hereinafter referred to as
the business locations, desires to obtain service to maintain KEANS in good working order; and
hereas, KOVA, Corp, hereinafter referred to as KOVA, having a place of business at 102 East Bay
Avenue, Suite J, Manahawkin, New Jersey 08050, is the system Manufacturer and Service Provider
for KEANS;
herefore, KOVA and the Customer agree that KOVA will provide the Customer with service subject to the
“Terms and Conditions” listed in Appendix A of this Agreement. The Customer agrees to pay to KOVA the
amount of $41,629.25 and any applicable sales tax. Full payment shall be paid prior to the start of this
agreement, which shall begin on 07/01/2026. Such service shall be provided only for the items in Appendix
D of this Agreement and shall expire on 06/30/2027. This service agreement covers all calls placed to
KOVA Corp.’s toll free hotline 24 hours a day, 7 days a week, 365 days a year using the reporting process
detailed in Appendix B of this Agreement. Furthermore, the Customer agrees to abide by the Terms of
KOVA’s End User License Agreement as defined in Appendix C of this Agreement.
cceptance of this agreement, as indicated by the undersigned, acknowledges and agrees to all terms
and conditions as articulated in this agreement. Notices, pursuant to this agreement, will be sent to
the undersigned.
For Aspen/Pitkin County Airport: For KOVA:
By:__________________________________ By:____________________________________
_______________________________________________________ Colleen Sternlieb _______________________________________
Printed Name Printed Name
_______________________________________________________ __________________________________________
Date Date
_______________________________________________________ 102 East Bay Avenue, Suite J, Address
_______________________________________________________ Manahawkin, New Jersey 08050
City/State/Zip
_______________________________________________________ (609) 597-1498
W
W
T
A
Attachment A
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MAINTENANCE AND SERVICE
LEVEL AGREEMENT ID#26-0630A
APPENDIX A: TERMS AND CONDITIONS
1. TERM: The initial term of this Agreement shall be for one year. This Agreement shall be renewed automatically
at the end of each renewal term unless terminated by either party by prior written notice to the other at least 30 days
prior to the end of the initial term or any renewal term. KOVA shall have the right, from time to time, to revise the
rates for service being charged there under by providing the customer with written notice at least sixty days (60) prior
to the expiration of the term then in effect. Such revised rates shall then apply to the services to be provided in the
next renewal term. The initial term of this Agreement shall be for a one-year period. Service and Maintenance
Agreements are available for subsequent years.
2. FACILITY LOCATION: The services provided hereunder shall be provided exclusively through the customer’s
location specified elsewhere as the “ship to address”.
3. SERVICES INCLUDED: The following services are included for items listed elsewhere in this agreement: a)
System and User Documentation update service for the original set of manuals; and b) Use of the KOVA
Support/Help Facility for technical and operational assistance during the hours of service as defined elsewhere in
this agreement.
4. INSTALLATION: The customer shall complete the customer pre-installation requirements detailed in the project
plan and return it to KOVA at least one week prior to the scheduled installation date. KOVA shall notify the customer
of the availability of dates for installation. If the customer delays the installation more than two weeks (14 days) from
the dates selected by KOVA, or does not provide required information or connections, then all balances and
payments are due immediately.
5. PREVENTATIVE MAINTENANCE: KOVA will inspect the customer’s equipment (as listed elsewhere in this
agreement) and make such repairs, adjustments, and replacements of components as may be necessary to maintain
the equipment in good working order in accordance with the manufacturer’s specifications. All work performed by
KOVA will be performed in accordance with KOVA’S standard practice in effect at such time and will be rendered
when repairs are necessary.
6. STANDARD REPAIR SERVICE and Coverage: Kova will respond to requests for service twenty-four hours a
day, through calls placed to (866) KEANS-11. KOVA will respond to a request for service within four hours. The
response for a service request may be done electronically or via physical visit to the customer’s site. Unless specified
elsewhere in this agreement, Customer is responsible for the network backbone, switches, wiring, and physically
replacing any hardware (Warrantied by KOVA only if specified in the executed contract) in the event of necessary
replacement.
Extended Gold Warranty with 24x7x365 Availability For Both Hardware And Software Related Issues: This mission
critical plan includes Remote Technical Support Assistance, Online Resources, Software Error Corrections, Software
Updates and Hardware Warranty. In addition, systems with a Gold Plan have active hardware and software
monitoring services enabled, as well as an email alerting feature enabled for any system alerts as they are generated
(mp3 file delivery via email). Note that software upgrades (within version release purchased) are provided at no
additional charge as long as the hardware platform can support the upgrade.
KOVA shall provide following response times based upon the severity level reported by the Customer as follows:
Severity level 1 – Response time next business day
Severity level 2 – Response time within 24 hours
Severity level 3 – Response time within 4 hour
Severity level 4 – Response time within 30 min for first 30 days after installation, within 1 hour thereafter
Attachment A
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Severity level 1: An equipment condition or malfunction not critical to the using agency and services can effectively
continue until repairs are completed.
Severity level 2: An equipment failure or malfunction that is not currently impairing the using agency’s ability to
provide service. However, if additional failures or malfunctions occur, prior to repair, the Customer will be operating
at a reduced capacity.
Severity level 3: An equipment failure or malfunction that prohibits the Customer’s ability to provide acceptable
service with the Customer’s Primary System, or the Customer’s service is limited to a reduced capacity. Reduced
capacity exists when twenty-five percent (25%) or more of the Primary system is out of service.
Severity level 4: An equipment failure or malfunction that significantly impairs the Customer’s ability to properly
process calls. This severity level exists when a using agency’s facility is impaired to the extent that it cannot do
business.
7. REPAIR SERVICE OUTSIDE THE SCOPE OF AGREEMENT: Upon the request of the customer, KOVA will
perform additional services such as relocating the equipment. The customer agrees not to move any installed
hardware without KOVA’s assistance. The customer will be billed for such services, any service performed outside
of this service agreement, or otherwise for services not covered by the agreement, at KOVA’s then prevailing rates.
Work required after hours (9 am to 5 pm) or on weekends will have an additional premium of 50%, holidays will have
a 100% additional premium.
8. PAYMENTS: The Payment amount for the purchase is listed elsewhere in this agreement. The customer shall
pay all invoices under this Agreement within thirty (30) days of receipt of the invoice unless otherwise specified. All
amounts mentioned in this Agreement are in U.S. Dollars. Any amount payable pursuant to this Agreement and not
paid when due shall thereafter be delinquent and shall bear a late payment charge at the rate of one and one-half
percent (l-1/2 %), or the maximum legal rate if less, for each month or portion thereof until paid. If any amount is not
paid when due, the customer is responsible for all collection costs, including reasonable attorney’s fees. If the
customer disputes, in good faith, any items on an invoice, the customer shall promptly notify KOVA of the dispute with
specific information regarding the reason for the dispute and the customer shall timely pay all undisputed items on
such invoice. The customer shall promptly attempt to resolve any such dispute and no late payment charge shall
apply to the disputed amount pending resolution of the dispute by KOVA. Any modification to the goods and services
listed in this contract, after acceptance by both parties, shall not be cause to delay the required payments.
9. SERVICES NOT INCLUDED: This Agreement provides for enhancements and support to the then-current
Licensed Products base system made pursuant to KOVA’s Warranty. Not included under this Agreement is any
support for or caused by changes in the Licensed Products base system which have been made outside KOVA’s
Warranty, whether these changes were made by THE CUSTOMER or KOVA. Therefore, should THE CUSTOMER
request KOVA to investigate and/or correct any system error and said error is determined by KOVA to not be caused
by the software comprising the Licensed Product base system, KOVA will bill and THE CUSTOMER will pay for such
services to KOVA, at KOVA’s then prevailing rates.
10. MODIFICATIONS MADE BY THE CUSTOMER: The customer shall inform KOVA in writing of any modification in
the applicable Licensed Products made by others than KOVA. KOVA shall not be responsible for maintaining such
modified portions of the Licensed Products or for maintaining the Licensed Products to the extent affected by such
modification.
Attachment A
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MAINTENANCE AND SERVICE
LEVEL AGREEMENT ID#26-0630A
11. INCORPORATION OF LICENSE TERMS: All changes, additions, enhancements, and updates in the Licensed
Products or Documentation provided hereunder shall remain proprietary to KOVA and shall be received by the
customer for its use pursuant to all of the restrictions and other terms and conditions of the License Agreement,
including, but not limited to, use limitations, the exclusion, and limitation of warranties, limitation of liability and
undertakings of confidentiality and non-disclosure, all of which are incorporated herein by this reference.
12. TERMINATION: Neither party shall be in default by reason of any failure in performance of this Agreement in
accordance with its terms (other than the required payment of money) if such failure arises out of causes beyond the
control and without the fault or negligence of such party. Such causes may include but are not restricted to, acts of
God or of a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods,
epidemics, quarantine restrictions, strikes, freight embargoes, product availability, and unusually severe weather,
but in every case, the failure to perform must be beyond the reasonable control and without fault or negligence by
the party failing to perform. Either KOVA or THE CUSTOMER may terminate this Agreement upon thirty (30) days
of written notice in the event the other violates any material provision of this Agreement; provided, however, if the
defaulting party cures such violation within the 30-day notice period, the notice of termination shall be withdrawn.
Termination by either party shall be in addition to any other legal or equitable remedies available to such party.
13. GENERAL: The customer may not cancel after this agreement has been signed. The customer agrees that
notwithstanding the form in which any legal or equitable action may be brought, the liability of KOVA, if any, arising
out of or in any way related to its performance of the services provided herein shall be limited to general money
damages in an amount not to exceed the total amount paid for such services. Neither party shall be liable to the other
for loss of profits, special, consequential, or exemplary damages, even if such party has been advised of the
possibility of such damages, except for a violation of paragraph 14 “Employment”. Titles and paragraph headings are
for convenient reference and are not a part of this Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations,
representations, and proposals written or oral, relating to this subject matter hereof. No waiver of any breach of any
provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or
any other provisions hereof and no waiver shall be effective unless made in writing. In the event that any provisions
of this Agreement shall be determined to be illegal or otherwise unenforceable, such provision shall be severed and
the balance of the Agreement shall continue in full force and effect; provided, however, that either party may terminate
this Agreement if any material provision of this Agreement is deemed to be illegal or otherwise non-enforceable by
giving thirty (30) days written notice to the other party within thirty (30) days after such determination, except for a
violation of paragraph 13 “Employment”, which shall continue in force for the term specified.
14. EMPLOYMENT: During the term of this warranty and any subsequent terms of a service maintenance
agreement, and for a twenty-four (24) month period thereafter, KOVA and THE CUSTOMER each agree that it will
not solicit for employment directly or indirectly any employee of the other who is or has been engaged in the
development, maintenance, implementation or marketing of the Equipment, without the written consent of the other,
which consent shall not be unreasonably withheld.
15. ASSIGNMENT: Either party without the written consent of the other, which consent shall not be unreasonably
withheld, may not assign this agreement.
16. NOTICES: All notices which either party hereto is required to give the other party shall be mailed, postage prepaid,
by registered or certified mail. Notices shall be mailed to the respective party at the address listed on the face of this
agreement.
17. GOVERNING LAW: The laws of the State of New Jersey shall govern this agreement and any issue arising
therefrom.
Attachment A
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MAINTENANCE AND SERVICE
LEVEL AGREEMENT ID#26-0630A
APPENDIX B:
Issue Reporting Process
Attachment A
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MAINTENANCE AND SERVICE
LEVEL AGREEMENT ID#26-0630A
Attachment A
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LEVEL AGREEMENT ID#26-0630A
Appendix C
End User License Agreement (Last Updated 09/15/2025)
The herein contained End User License Agreement (the "Agreement" or "License" or "EULA") shall be considered a legally
binding agreement between you (an individual or an entity, hereinafter "Licensee" or "You" or "Your") and Kova Corp., a
New Jersey Corporation (hereinafter referred to as “Kova”, “We”, “Us”) for Your use of the specified software: KEANS, which
may include related printed material, media and any other components and/or software modules, including but not limited to
required drivers (the "Product"). Other aspects of the Product may also include, but are not limited to, software updates and
upgrades that We may supply to You or make available to You, or that You obtain after the initial copy of the Product, and
as such that said items are not accompanied by a separate license agreement or terms of use, rather, they are bound by
this agreement.
BY WAY OF THE INSTALLATION, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USE OF THIS
PRODUCT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS
LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, YOU THEN HAVE
NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS
NOR USE THE PRODUCT. THIS PRODUCT IS PROTECTED BY COPYRIGHT LAWS, AS WELL AS ANY OTHER
INTELLECTUAL PROPERTY LAWS. THIS PRODUCT IS LICENSED AND NOT SOLD.
1. DEFINITIONS AND INTERPRETATIONS
1.01 "Agreement" or "License" or "EULA" shall mean this End User License Agreement.
1.02 "Licensee" or "You" or "Your" shall mean You, the individual or business entity (which includes any agent, employee,
subcontractor, or any other person using the product on your behalf) licensing the Product under the terms of this
Agreement.
1.03 "Intellectual Property" means current and future worldwide rights under patent law, copyright law, trade secret law,
trademark law, moral rights law, and other similar rights.
1.04 "Update" means maintenance of, or a fix to, a version of Product, including, but not limited to: a hot fix, patch, or
enhancement, none of which function as a standalone service or other software package and which do not have an
additional cost for any existing Licensee.
1.05 "Upgrade" means a major, standalone version of Product, which may include additional applications, features, or
functionality.
1.06 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality) and that person's legal and personal representatives, successors and permitted assigns.
1.07 Words in the singular shall include the plural and vice versa.
1.08 A reference to one gender shall include a reference to all genders.
1.09 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to
time, taking account of any amendment or reenactment and includes any statute, statutory provision or subordinate
legislation which it amends or re-enacts; provided that, as between the Parties, no such amendment or re-enactment
shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation,
liability or restriction on, or otherwise adversely affect the rights of, any Party.
1.10 A reference to writing or written includes e-mail.
Attachment A
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MAINTENANCE AND SERVICE
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1.11 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that
thing to be done. It is incumbent on You to ensure all persons using the product on Your behalf agree to and are
aware of their obligations under this agreement.
1.12 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed
as illustrative and shall not limit the sense of the words preceding those terms.
1.13 References to articles, sections, or clauses are to the articles, sections, and clauses of this Agreement.
1.14 "We", "Us", and "Our", means Kova Corp.
1.15 Product means KEANS software, hardware, and other Intellectual Property licensed from Kova Corp.
2. LICENSE GRANT. We shall grant to You a non-exclusive license for the use and installation of the Product subject
to all the terms and conditions set forth herein. Furthermore, this EULA shall also govern any and all software Updates
and Upgrades provided by U s that would replace, overwrite and/or supplement the original installed version of the
Product, unless those other Updates and Upgrades are covered under a separate license, in which case the
terms of that license will govern.
3. TERMINATION. Should You breach this EULA, Your right to the use of the Product will immediately terminate and
shall terminate without any notice being given. However, all provisions of this EULA, with the exception of the License
grant, shall survive termination and will remain in effect. Upon termination of the License grant, You MUST destroy
any and all copies of the Product.
4. INTELLECTUAL PROPERTY
4.01 PROTECTED PRODUCT. The Product is protected by copyright and other Intellectual Property laws and treaties,
and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs,
images, video animation, text, and music, that may be incorporated as part of the offered content are soley owned by
Kova. Such offered content is protected by copyright laws and international treaty provisions. Therefore, offered
content must be treated as any other copyrighted material, with the exception that it is allowable for You to make
copies as provided by the License. However, printed material, which may accompany any offered content, may not
be copied without written permissions.
4.02 NO GRANT OF RIGHTS. Except as expressly stated herein, this Agreement does not grant either Party any rights to
the other's content or any of the other's Intellectual Property. Specifically, Kova owns all Intellectual Property
rights in Product.
4.03 RIGHT OF PUBLICITY. You agree, with respect to publicity that Kova: (a) may include Licensee or its brand in a list
of Licensees, online, or in promotional materials; and, (b) may verbally reference Licensee as a licensee of Product;
and, (c) Kova may monitor all facets of the product for quality control purposes continuingly; and (d) Kova may use
Your incidents for training, demonstration, and promotional purposes; and, (d) Kova is not responsible for Your product
being exposed to or used in view or hearing by unauthorized persons.
5. RESTRICTIONS ON USE. As a Licensee, You may not: (a) Make use of the offered content on more than
one computer at a time, without prior purchase of additional licenses; (b) You may not share, distribute, lend,
lease, sublicense or otherwise make available, in any manner whatsoever, to any third party the offered content;
(c) Modify, adapt, create derivative works from or translate any part of the offered content other than what may
be used within Your work in accordance with this License; (d) Reverse engineer, decompile or disassemble the
offered content, nor attempt to locate or obtain its source code; (e) Attempt to alter or remove any trademark,
copyright or other proprietary notice contained within the offered content; or (f) Make use of any offered content
Attachment A
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in any manner not stipulated within this EULA or the documentation accompanying the offered content.
6. UPDATES/UPGRADES. We may find the need to make available Updates or Upgrades for the Product, in
accordance with the herein contained terms and conditions of this EULA. It shall be at the sole discretion of
Kova to make conditional releases of said Updates or Upgrades to You upon Your acceptance of another EULA or
execution of another separate agreement. Should You elect to install and make use of these updates, You are
therefore agreeing to be subject to all applicable license, terms and conditions of this EULA and/or any other
agreement.
7. DISCLAIMER OF WARRANTY. K o v a shall use reasonable efforts consistent with prevailing industry
standards to maintain Product in a manner which minimizes errors and interruptions.
HOWEVER, KOVA DOES NOT WARRANT THAT PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE;
NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF
PRODUCT. SPEECH TO TEXT IS A BEST EFFORT APPLICATION AND AS SUCH AUDIO MUST BE USED AS
THE PRIMARY SOURCE OF INFORMATION WHEN RESPONDING TO ANY EVENT GENERATED VIA THE
KEANS SOLUTION. YOU AGREE AND WILL INDEMNIFY AND HOLD HARMLESS KOVA FOR ANY DAMAGES
THAT ARISE FROM UTILIZING THE PRODUCT, INCLUDING SPEECH TO TEXT AND/OR RESULTANT
DATA EXTRACTION FROM THAT TEXT FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN AND NOTWITHSTANDING
ANYTHING TO THE CONTRARY, NEITHER PARTY OR ANY OFFICER, DIRECTOR, SUBSIDIARY,
AFFILIATE, OR EMPLOYEE OF EITHER PARTY, MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. NEITHER
D O E S ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR EMPLOYEE OF KOVA MAKE ANY
REPRESENTATION OR WARRANTY ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY
OR THROUGH THE PRODUCT.
8. LIMITATION OF LIABILITY AND REMEDIES. Despite any damages that You may or may not incur for any reason,
which may include, but are not limited to, any and all, direct, indirect, or general, damages the entire liability of and/or
any of Kova products covered under the herein contained provisions of this EULA, along with Your exclusive remedy
with regards to all of the foregoing, shall hereby be limited to the amount actually paid by You, less the months of in-
service usage over 36 months, for this Product, after a finding by an Atlantic County Superior Court, in New Jersey
that Kova had failed to meet their obligations under this agreement. The aforementioned limitations, exclusions and
any disclaimers shall apply to the maximum extent allowable by law, even should any proposed remedy fail its essential
purpose.
KOVA DOES NOT WARRANT THAT PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES
IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF PRODUCT.
SPEECH TO TEXT IS A BEST EFFORT APPLICATION AND AS SUCH AUDIO MUST BE USED AS THE PRIMARY
SOURCE OF INFORMATION WHEN RESPONDING TO ANY EVENT GENERATED VIA THE KEANS SOLUTION.
KOVA RELIES ON NETWORKING PROVIDED BY OTHERS AND THEREFORE CANNOT GUARANTEE
CONNECTIVITY. YOU AGREE AND WILL INDEMNIFY AND HOLD HARMLESS KOVA FOR ANY DAMAGES
THAT ARISE FROM UTILIZING THE PRODUCT, INCLUDING, SPEECH TO TEXT AND/OR RESULTANT
DATA EXTRACTION FROM THAT TEXT .
9. EXPORT CONTROLS. By installing the Product, You hereby agree that You will comply with any and all applicable
export laws, restrictions and all regulations of the U.S. Department of Commerce, U.S. Department of Treasury,
and any other U.S. or foreign agency or authority with regards to this provision of the EULA. You expressly agree not
to export or re-export, nor allow the export or re-export of the offered content in violation of any such law, restriction or
Attachment A
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MAINTENANCE AND SERVICE
LEVEL AGREEMENT ID#26-0630A
regulation, including without limitation, export or re-export to any country subject to any and all applicable U.S. trade
embargoes or to any prohibited destination, in any group specified in the current "Supplement No. 1 to Part 740 or the
Commerce Control List specified in the then current Supplement No. 1 to Part 738 of the U.S. Export Administration
Regulations (or any successor supplement or regulations)."
10. U.S. GOVERNMENT END USERS. The offered content is licensed by the U.S. Government with RESTRICTED
RIGHTS. The use, duplication of, or the disclosure by the U.S. Government, shall be subject to restrictions in
accordance with DFARS 252.227-7013 of the Technical Data and Computer Software clause, and 48 DCR 52.227-
19 of the Commercial Computer Software clause, as applicable.
11. MISCELLANEOUS
11.01 SUCCESSORS AND ASSIGNS . This EULA, in its entirety, shall be legally binding upon and inure to the benefit
of and You, our respective successors and permitted assigns.
11.02 SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of
competent jurisdiction, the remaining provisions shall not be affected.
11.03 WAIVER. If there is any waiver of any breach or failure to enforce any of the provisions contained herein, it shall
not be deemed as a future waiver of said terms or a waiver of any other provision of this EULA.
11.04 AMENDMENTS. Any waiver, supplementation, modification or amendment to any provision of this EULA, shall only
be effective when done so in writing and signed off by Ko v a and You.
11.05 GOVERNING LAW. This EULA shall be governed solely by the laws of the State of New Jersey.Should any action
arise out of or in relation to this EULA, such action may be brought exclusively in the state court in Atlantic County,
New Jersey, and as such, You irrevocably consent to the jurisdiction of said court and venue for Atlantic County, NJ.
11.06 ASSIGNMENTS. You may not assign or transfer any part of this Licensee without the written consent of Kova,
except that, if a change of control occurs (including a sale or merger), the Party experiencing the change of control
may ensure this License remains in full force and effect by providing written notice to the other Party within thirty
(30) days after the change of control.
11.07 VALID AND BINDING . This Agreement constitutes a valid and legally binding obligation of the Parties, enforceable
against the Parties in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors' rights generally
and general equitable principles.
11.08 EFFECT OF TITLE AND HEADINGS. The title of the Agreement and the headings of Sections, and Clauses are
included for convenience and shall not affect the meaning of the Agreement or the Section.
11.09 FORCE MAJEURE. Except for payment obligations, if either Party is prevented from performing or is unable to
perform any of its obligations under this License due to causes beyond the reasonable control of the Party invoking
this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience,
wars, strikes or labor disputes (each, a "Force Majeure Event"), such Party's performance shall be excused and the
time for performance shall be extended accordingly provided that the Party immediately takes all reasonably
necessary steps to resume full performance.
11.10 TERM. The term of this agreement shall be perpetual, except for Speech To Text, as long as all obligations are
fulfilled. The warranty is for one year commencing on the date of delivery and ending 364 days later. Speech To Text
(STT) and its applications are licensed for one year from the date of delivery and are licensed on a year-to-year
subscription basis thereafter.
Attachment A
Page 11 of 11
MAINTENANCE AND SERVICE
LEVEL AGREEMENT ID#26-0630A
APPENDIX D:
ITEMS TO BE MAINTAINED
Qty Item Code Item Description
2 KOVA-IF-KEANS-SPR-CEILING KEANS Ceiling Speaker
5 KOVA-IF-KEANS-SPR-HORN KEANS Horn Speaker
7 KOVA-IF-KEANS-SPR-SURFACE KEANS Surface mount Speaker
2 KOVA-IF-KEANS-SPR-STROBE-CLOCK KEANS Combo Clock, Speaker & Strobe
15 KOVA-IF-KEANS-STROBE-MULTI KEANS Multi-color Strobe Light
2 KOVA-IF_KEANS-SWITCH-8H KEANS certified high power 8 port POE Switch
2 KOVA-IF-KEANS-SWITCH-8L KEANS certified low power 8 port POE switch
1 KOVA-IF-KEANS-SWITCH-24H KEANS certified high power 24 port POE switch
2 KOVA-IF-KEANS-PHN KEANS Full IP Desk Phone and KEANS license
1 KOVA-IF-KEANS-PAGE-A KEANS Paging adapter and KEANS license
1 KOVA-IF-KEANS-PAGE-F KEANS PBX Adapter
1 KOVA-IF-KEANS-ROIP-GW KEANS ROIP adapter and KEANS license
1 KOVA-IF-KEANS-ROIP-GW-CBL KEANS ROIP adapter cable
1 KOVA-SVR-KEANS Server for KEANS solution (Primary) and KEANS server license
1 KOVA-SVR-KEANS Server for KEANS solution (Backup) and KEANS server license
Attachment A
Certificate Of Completion
Envelope Id: CE01EDDB-6C39-4E2A-972C-97930392DA12 Status: Completed
Subject: KOVA Corp. | Pitkin County Contract Amendment 149.21 E for Review and Signature
Source Envelope:
Document Pages: 15 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 1 Pitkin County Procurement
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
530 East Main Street
Suite 203
Aspen, CO 81611
Procurement@PitkinCounty.com
IP Address: 98.245.174.254
Record Tracking
Status: Original
3/30/2026 11:21:12 AM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Connie Baker
connie.baker@pitkincounty.com
Budget Director
Pitkin County
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 65.38.144.66
Sent: 3/30/2026 11:24:18 AM
Viewed: 3/30/2026 11:37:50 AM
Signed: 3/30/2026 11:38:59 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Andrew Treat
andrew.treat@aspenairport.com
Aircraft Rescue Captain
Security Level: Email, Account Authentication
(None)Signature Adoption: Uploaded Signature Image
Using IP Address: 65.38.144.66
Sent: 3/30/2026 11:39:01 AM
Viewed: 4/6/2026 10:07:40 PM
Signed: 4/6/2026 10:08:20 PM
Electronic Record and Signature Disclosure:
Accepted: 4/6/2026 10:07:40 PM
ID: f05ac7ae-9c25-4260-ab9b-d9584c242f0a
Company Name: Pitkin County, Colorado
Colleen Sternlieb
CSternlieb@kovacorp.com
Admin Asst
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 69.141.44.92
Sent: 4/6/2026 10:08:23 PM
Viewed: 4/7/2026 7:28:47 AM
Signed: 4/7/2026 7:29:59 AM
Electronic Record and Signature Disclosure:
Accepted: 4/7/2026 7:28:47 AM
ID: bfd07158-d1af-44af-bcd3-f50390a004cc
Company Name: Pitkin County, Colorado
Ryan Mahoney
ryan.mahoney@pitkincounty.com
Deputy County Manager
Signing Group: County Manager Group
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 65.38.144.66
Sent: 4/7/2026 7:30:01 AM
Viewed: 4/7/2026 2:00:44 PM
Signed: 4/7/2026 2:01:02 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
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
Pitkin County Procurement
procurement@pitkincounty.com
Ruslana Ivanova, Procurement Specialist
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2026 2:01:04 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2026 2:01:04 PM
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 3/30/2026 11:24:18 AM
Envelope Updated Security Checked 3/30/2026 12:04:51 PM
Envelope Updated Security Checked 3/30/2026 12:04:51 PM
Certified Delivered Security Checked 4/7/2026 2:00:44 PM
Signing Complete Security Checked 4/7/2026 2:01:02 PM
Completed Security Checked 4/7/2026 2:01:04 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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:
Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM
Parties agreed to: Andrew Treat, Colleen Sternlieb
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.