HomeMy WebLinkAboutbocc.con.129.2012Rev. 08-30-I1 jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 129-2012
ORIGINATING DEPARTMENT: Airport
PROCUREMENT OFFICER: Steven Schultz
PROJECT NAME: Access Control Maintenance
and Security Solutions, Inc.
PHONE #: 9704292858
CONTRACTOR: Kratos Public Safety
DOLLAR AMOUNT: $16,400.00 LINE ITEM # Various
CONTRACT EXECUTION DATE: 6/4/2012 CONTRACT END DATE: 4/30/2013
AUTOMATIC RENEWAL: ❑ YES � NO TERM: 5/1/2011- 4/30/2013
❑ BOCC AGENDA ITEM (Grants, IGA) � STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER $50,000 (Requires Section Leader & County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
❑ None � Informal ❑ Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, 102 as amended (Immigration Form) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE:
� Services/Maintenance
❑ License/LJse
❑ Lease
❑ Construction
❑ Goods, Equipment, Supplies
❑ Other (e.g. revenue)
3 �p d�� T�-�-
❑ Employment
❑ Intergovernmental Agreement (Resolution Required)
❑ Non-Profit
❑ Quasi-Public (e.g.-AVH)
❑ Grant Agreements (Notify Finance & Resolution Required)
❑ Change Order/Gontract Amendment
(C/O: 10% or $25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed and all exhibits and notices must be attached for the following:
✓� No Pages Missing ✓� All Other Blanks Filled In
✓❑ If Page Left Intentionally Blank —Note on Page ✓� All E�ibits Attached
✓� Page numbered consecutively ✓� All Legal Descriptions attached (if applicable)
✓� All Original Signatures Affixed ✓❑ Notice of Award/Notice to Proceed Attached ('rf applicable)
✓� All Dates Filled In ✓❑ Warranty (if applicable)
✓❑ Special Instructions for Finance Department:
✓� Authorized Procurement Officer's Name: Brian Grefe
BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHNES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
� �.. . -.r.w+sr .r.r+.-.-�-�m.wr ._ . .
Contract #129-2012
Budget Line Item# Various
�'�� .� �.1�
�
R��.T 1_� '�''�
... �,�,. �.... ; ..�
«�_. ,.... � ...._. �ti r , � ��:if! ............_.«-... _...
Rev. 8.31.11 ja�s
v6noiz �
CONTRACT FOR PROVISION OF SERVICES
KRATUS-HBE MAINTENANCE AGREEMENT
THIS CONTRACT is m�a,de and entered by and between the Pitkin County Board of County
Commissioners ("County") and Kratos Public Safety & Security Solutions, Inc., (hereinafter
"Contractor").
1_ Term. The tezm of this contract is from May l, 2012 to Apri131, 2013.
2. Cantractor's Obli a� tions. Contractor shall provide the following serv�ices as depieted within
the attached "Services" docvment
3. Compensation and Expenses: Invoicin�. Pavment and Offset. The County shall compensate
Contra.ctor far its services in accordance with the Project Budget and Schedule set out in Paragraph 2.
It is expressly understood and agreed that in no ev+ent will the total compensation and reimbursement
to be paid hereunder exceed the sum of $16,400for all services rendered. By contract or amendment,
the County and Contractor may reallocate the budget among project tasks if the total budget �nount
remains urichanged. Contractor shall invvice for the project monthly based. on hours worked, with
payment expected within thirty (30) ciays of invoice, but any payment by the County may be offset by
any amount the Contractor owes the County for any reason.
4. County's Exclusive Ownership of Work Prociuct. Drawings, specifications, guidelixaes and
other documents prepazed by Contractor in connection with thi.s contract shall be the property of the
County. However, Contxactor shall have the right to utilize such documents in ti�.e course of its
marketing, professional presentations, and for other business purposes. Confractor assigns to County
the copyrights to all work prepared, developed, or created pursuant to this contract, including the
right to: 1) reproduce the work; 2) prepare derivative works; 3} distribute copies to the public; 4)
penform the works publicly; and 5) to display the work publicly. Contractor shall have right to use
materials produced in the course of tbiis contract for marketing putpases axxd professional
presentations, articles, speeches and other business purposes.
5. Pitkin Countv's Obli a�. Pitkin County shall administer this contract through a County
Representative. Steven Schultz will manage the project as the County's Representative. 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 obIigations
pzior to final paymen�
6. Termination Prior to Expiration of Contract Term. The Connty has the right to ter�xiinate
this contrac#, w�ith or without cause, by giving written notice to the Contirracctor of such tenoaination
and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the
effective date of such termination. In �such event all fiu�ished or unfinished documents, data, studies
and reports prepared by the Contractor puxsuant to this contract shall become the County's property.
Contract #129-20I2 Rev. 8.31.11 jaa/js
Budget I.ine Itcm# Various 216/20t21m
Contractor shall be entitted to receive compensation in accordance with the contract for any
satisfa�tory 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 Contra.ctor.
7. Independent Contractor Status.
A. Tlie parties to this contract i.ntend tb.at the relationship between them contempiated 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, ar servant of Pitldn 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 tezm of this
contract, provided that the basic services and deliverable products requiured under this contract are
submitted in the manner and on the schedule defined under this contract.
C. Contractor warcants 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
conttact.
D. Contractor shall not attempt to oversee or supervise the work or actions of, a�ny 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 iesponsiblE for payment of any federal, state, FiCA and other income taxes.
8 Assi n�. This contract is not assignable by either pariy. Any use of subcontractors by
the Contractor for performance of this contract must be accepted in writing by the County.
9. Bindin.� Ar�iitration. Any disputes arising aut of this contract shall be subject to bindi.ng
arbitration. The parties agcee that any disputes concerning the terrns and conditions of this contract
sha11 be submitted and finally settled by arbitration. Arbitration shall be conducted puxsuant to the
rules of the American Arbitration Association and shall be presided over by the Pitkin County
Hearing Officer appointed to arbitrate Pztkin County contract disputes. Costs of the arbitration shall
be awarded to the subsiantially prevailing party.
10. Severabilitv. In the event that any provision of this contract shall be held to be inva�id or
unenforceable, the rema�n;ng p�rovisions of this contract shall remain valid and binding upon the
parties hereto
11. Inte�ration and Modification. �
A. This contract x�presents the e�ire and. integrated contract between the County anc�. the
Contractor and supersedes all prior nego�iations, representations, or contract, either written or oral. This
conticact may be azx�ended only by writte�n conbract signed by both the County and the Cornractor.
B. The County may, from time to time, request changes in the scope of services of the
Contractor to be perfornned hereunder. Such changes, including the increase or decrease in the
2
Comract #129-2012 Rev. 8.31.I1 jaa/js
Budget Line Ttem#� Various v6/zotz lm
amount of the Contractor's compensatioq which are mutually agreed upon beiween the County and
the Contractor, shall be in writing and upon execution shall become part of this contract.
12. Indemnitv.
A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's right
to pazticipate, defend the County, its subsidiary, parent, associated and/or a.ffiliated entities, successors,
or assigns, its elected officials, trustees, employees, agents, voluntae�rs, and any jurisdiction or agency
issuing permits for any wark includ.ed in the project„ hereinafter referred to as �indemnitce, from all suits
and claims, including attorney's fees and cost of litigation, actions, Ioss, datnage, expense, cost or claims
of any character or any natime 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 recovex�ed under workers' compensation law or arising
out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or cflurt
decree. It is agre.ed that the Contractor will be responsible for primaiy loss investigation, defense �d
judgment costs where this contract of indeznnity applies. In consideration of the award of this contract,
the Contractor agrees to waive aIl rights of snbragation against the County its subsidiasy, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, and volunte�rs far losses arising from the work performed by the Contractdr for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide defense for
and defend, pay or settle a11 claims, demaxads, or lawsuits related hereto at its sole expense and shall bear
all other costs and expenses related thereto, even if the claim, clemand or lawsuit is groundless, false or
fraud.ulent.
13. Insivance. Contracto'r and subcontractors shail procure and maintain until atl of their
obligations ha.ve been discharged, incltzding 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 requixements for tlus Contract and in no way limit
the indemnity covenants contained iu this Contract.
The County iu no way warrants that the m;n;mum Iimits contained herein are sufficien.t to proYect the
Contractor fiom liabilities that mig�t arise aut of the performance of the work under this Contract by
the Contractor, its agents, representatives, employees, or subcantractors. The Contractor sha1l assess
its own risks and if it deems appropriate and/oz' prudent, maintain higher limits and/or broader
coverages. The Coniractor is not relieved of any liability or other obligations assumed or pursuant
to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts,
duration, or types.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of
liability not Iess than those stated below. An uxn.brella and/or excess liability policy may be used to
meet the minimum liability requirements provided that the coverage is writ�en on a"following form"
basis.
1. Statutory Workers' Compensation: Colorada statutory minimums
3
�� � r_ _ . ��
Contract #129-2Q12 Rev. 8.31.11 jaa/js
Budget Line Item# Various v6r2ot2 m�
a Policy shall contain a waiver of subrogation against the County.
b. This requiremenx sha11 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)
Coverage B (Employers Liability}
Statutory
$ 50{},000
$ 500,000
$ soa,000
2. Commercial General Liability — ISO 1 CG 0001 form or equivalent.
(With County named additional insured)
Minimum Limits:
General Aggregate
Products/Completed Operations Aggregate
Each Occurrence Limit
Persona]/Advertising Injury
Fire Damage (Any One Fire)
Meciical Payments (Any One Person)
Coverage to include:
• Premises and Operations
� Explosions, Collapse and Underground Hazazds
+ Personal / Advertising Injury
• Products / Completed Operations
$ 2,000,000
$ 2,000,000
$
$
$
$
1,000,000
1,U0(},000
50,000
5,000
• Liability assumed under an Insured Contract (includiu�g defense costs assumed under
contra.ct)
+ Independent Contractors �
« Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent}
• Additional Insured--Owners, Lessees or Contractors Endorsement, ISO Form 2010
{2004 Edition or equivalent)
� Additional Insured--0wnezs, I.essees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivaleut)
• The policy shall be endorsed to include the following additional insured language on
the Additional Insured Endvrsements specified above; "County, its subsidiary, parent,
associated and/or affiliated entities, successors, or assigns, its elected officials,
trustees, enaployees, agents, and volunteers named as an additionai insured with
respect to Iiabiliry and defense of suits arising out of the activities performed by, or on
behalf of the Contractor, including completed operations".
�
Contract #129-2012
Budgct Line Itcm# Various
S
,�ev. 5.31.11 jaai�s
vbnoiz �
3. Auto Liability: Bodily imjury and properly daniage for any owned, hired, and
non-owned vehicles used in the performance of this Contrac�
Minimum Limits:
Bodily Injury/Property Damage (Each Accident) $1,000,000
4. Spe�ial Coverages {check as appropriate and insert amount):
❑(1) Perfoxrnance Bond $
❑ La.bor and Material $
❑ Payment Bond $
❑ (2) Professional Ermrs and Omissions
❑(3) Aircraft Liability
❑(4) Owner's Protective
❑(5) Builder's Risk
❑(� Boiler and Machinery
❑(7) Loss of Use Insurance
❑(8) Pollution Liability
0{9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond
B. Proof of Insurance:
1. Each insurance policy required by the insurance provisions of this Contract
sha11 provide the required coverage and shalt not be suspended, voided ar canceied except
after thirty (3E3j days prior written no�ice has been given to the Count�,�, except when
cancellation is for non-pa�nent of premium, then ten (10} days prior notice may be given.
Such notice sha11 be sent directly to (County Repxesentative's Natne & Address). If the
insurance carrier will not provide the required notice, the ConsultantlContractor 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' no�ification to that ef�ect.
Simultaneously with the Certificates of Insurance, the Contractor shall fiie with the Procur�ment
Officer a ceztified state�ment as to claims pending against the requ.ired coverages, reserves
established on account of such claims, defense costs expended and amounts rema�n� on policy
limits.
2. Tn addition, these CertificaRes of In�surance shall contain the following clauses:
a. The contractor's insurance shall be primary and non-cont�ibutory witla
any insurance or self insurance puxchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against �e County of Pi�kin for payment of any premiums or �ar
assessments under any farm of policy.
c. Any and a11 deductibles oz self insured zetentions in the above-described
insurance policies shall �be assumed by an,d be for the amount of, and at the sole expense
of the Contractor.
a
Coirtract #129-2012 Rev. 8.31.11 jaa/js
Budget Line Item# Various 2/6/2o121m
d Location of operations shall be: "all operations and Iocations at which
work for the referenced Project is being done: '
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 ciate except for
any policy expiring on the expiration date of this contract or thereafter.
4. The County reserves the right to re�uest and receive a copy of any policy and
any policy endorsetnent at any time during the term of this contcact.
14. Exemntions and Preferences. All purchases of construction or building or any other materials
for this contract shall aot include Federal Excise Ta7ces or Colorad.o State or local sales or use taxes.
Pit�Cin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-SK.
15. Records. The Contractor sha11 maintain comprehensive, complete aud accurate books, records,
and doceiments concerning its performa.nce relating to this contract for a period of three (3) years after
fuial payment under the contract and the County sha1l ha.ve the right within the three (3) year period to
inspect and audit these books, records and documents, upon demand, in a reasonable manner an�. a�
reasonable ti.mes; for the purpose of deternairung, by accepted accounting and auditing standards,
coanpliance with all provisionJs of the contract and applicable law.
16. 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 �iu the
courts of Pitkin Courary, Colora,da.
17. Attorney's Fees. In the event that legal action is necessary to enforce atry of the pro�visions of
this contract beyond the arbitration des�ribed in Paragraph 9, the substantially prevailing party shall be
entitied ta its costs and reasonable attorney's fees.
18. Governmental Immunitv. Contractor agrees and understands that Pitkin County is relying on
and does not waive, by any provision of this cflntract, the monetary limitations or terms (presently
$150,040 per person and $600,0(}0 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 fiime to
time amended, or otherwise availahle to Pitkin County or any of its afficers, agents or employees.
Further, nothfng in this cflntract shall be construed or interpz�ted to require or provide for
indemnification of the Contractor by the County for any injury to any persfln or any property damage
whatsoever wluch is caused by the neglige�ce ar otb.er misconduct of �the County or its agent or
employees.
19. Current Year �bli a� tions. The parties aclmowledge and agree that auy payments provided
for hereunder or recZuirements for future appropriations shall constifizte only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under tiais contract are subject to Pitkin
County's annual right to budget and appropriate the sums necessary to provide the services set forth
herein. Na provisions of the contract shall constitute a ma�adatory 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 ox
other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt
6
Contract #129-2012 Rev. 8.31.11 jaa�s
Budget Line Item# Various v6/2ol2lm
limita�ion. This contract shall not directly or inctirectly 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, "nar shall any pz�ovision of this contract restrict the future issuance of Pitkin Caunty's bonds
or any obiigations payable from any class or source of Pitkin County's money.
20. �Notice. Any written notice required by this contract shall be deemed delivered through any of
the following: {1) hand delivery to the person at the address below; (2} delivery by facsimile with
canfinmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first
class mail, postage prepaid, return receipt requested addressed as follows:
A. To Pitkin County
Steven Schultz
0233 E. Airport Rd., Ste. A
Aspen, Colorado 81611
Fax: (970) 920-5378
B. To Contractor:
Kratos-HBE
Ha1lie Hotchkiss
3964 Youngfield St.
Wheat Itidge, CO 80033
Fax:(970)373-5758
with co�ies to:
Pitkin County Attorney's Office
530 E. Main Stree#, #302
Aspen, Colorado $1611
Fax: (970) 920-5198
Ryaa Morning
4820 Eastgate Mall Ste.200
San Diego, CA 92121
Fax: (858) 812-9376
2I. Public Contracts for Services and Public Contracts with Nahual Persons. In conformanee
with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as
amended "
PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [NotApplicable to agreements
relati�tg to the o, ffer, issuance, or sale of securifies, investment advi�ory services or fund
management services; sp�nsored projects, intergovernmental agreements, or information
technology servBces or products and services] Contractor certifies, warrants, and agrees that it does
not knowingly enaploy or contract with an illegal alien who will perform work under this contract
and will confirm the employment eligibiliiy of all empioyees who are newly hired for employment
in the United States to perform work under this contract, through participation i�n the E-Verify
Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor
shall not knowingly employ or contract with an illegal alien to perforna work �.mder this contract or
en#er into a contract with a subcontractor that fails to certify to Contractor that the subcontractor
shall not knowingly employ or contract with an illegal a.lien to perform work under this contract.
Contractor {a) shall not use E-Verify Program or Department program procedures to undertake pre-
employment screening of job applicants while this contract is being perfozmed, (b) sha11 notify the
subcontractor and the contracting State agency within three days if Contractor has actual l�owledge
that a subcontractar is employing or contracting with an illegal alien for work under #his contract, (e)
shall terminate the subcontract if a subcontractor does not stop employing or contracting with the
illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests
ma.de in the course of an investigaiion, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado
Depaztment of Labor and Employment. If Contractor participates in the Deparhnent program,
7
Contract #129-2012 Rev, 8.31.11 jaa/js
Budget Line Item# Various 2/6/2ot21m
Contractor shall deliver to the cantracting State agency, Institution of Higher Education or political
subdivision a written, notarized afFumation, affirming that Contractor has examined the legal work
status of such enoployee, and sha11 comply with all of the other requir�nents of the Department
program. If Contractor faails to c4mply with any requirement of this provision or CRS §8-17.5-101 et
seq., the contra.cting State agency, institution of higher education or political subdivision may
terminate this contract for bzeach and, if so terminated, Contractor sb.all be liable for damages.
PUBLIC CONTRACI'S WITH NATURAL PERSONS CRS 524-76 5-101 Contractor, i#'a natural
person eighteen (18} years of age or older, hereby swears and affirms under penalty of perjury that
he or she (a) is a citizen or otherwise lawfully present in t}ie United States pursuant ta federal law,
(b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has praduced one form of
identification required by CRS §24-7b.5-103 prior to the effective date of this contract.
IN WITNESS W�REOF, the parties have executed this contract as of the date first set out herein
above.
CONTRACTOR: Kratos-HBE Kratos Public Safety & Security Solutions,lnc.
By: ' (� '��.-�."
ic e mc
Title Vice President, Corrtracts 05/31/2012
Date
PITKTN COUNTY, COLORADO:
BY� --��?��—+�/�/o? '
Procurement Offi Daie
By � '� �' j� /? '� r J � � �lwo o �
Section L r Date
�ratos Public Safety & Security(Kratos-HBE)
CUSTOMGR NAME CO{V'[ RAC'C NO, f! PAGES ATTACHED
ASPEN — PITKIN CC?UNTY AIRPORT 2724 4
ADDRESS p�ON�
0233 AIRPORT ROAD 970-429 2858
Ci1'Y 31'A1'E 7JP
A$p�� CO 81611 �
ADINUAL M1AIP1'CENANCE FEE (Access control and vidco) ANNUAL SOF7'SVARE FEE: nono CUILRENT LABOR RA1'C:
renowal: ' Sec HBE Western Slope IaUor rate sluct
516,400.OD
START DATE DF TER1�I: END DATG OF TERM;
tvlay 120E 1 Apri131�, 2013 ,
STANDARD SERVICE AGREEMENT
This Ag�•eement is made as of t{�e date above written between the customer identified above ("C�stomer") and Kratos Public
Safety&Secucity(Kratos-TiBE) 17-01 Pollitt Drive, Fair Lawn, IvJ 07410, (241) 794-650�.
l. EQXIIPME�IT TO BE MAINTAINED considered), Kratos-HBE will suggest that the castomer
purchase a re lacement
Customer awns the equipmen# identified on the
attached Schedule A ("Custome�• Equipmen#"):
Kratos-HBE shall pmvide labor to f�•oubleshoot,
repair, swap-out nr replaca the above Customer
Equip�nent when ma[funciions are identified by the
Customer as the Customer Equipment is being used or by
HBE in the coai•se of performing preventive maintenance,
II. MAIi�tTENANCE PLAN
(A) Ser.vices to be provided by Kratos-H8E shalI
include:
(1} upon identifying a defect or being notifed
that any pait of the Customer Equipment is not
perfo�7ning properly and to isolate tha dafeot, {i) pet•form
remote diagnostic tests, fo the extent feasible, {ii) furnish
on-site technical service, and (iii) provide bench or
factory y�epairs or part replacement, all as appro�riate;
(2) if called for above, provide rernote
diagnostic help to operatox•s for problem identification;
and
{3) maintain support and service manuals, as-
buili drawings and related documentation and, upon
requesr, secure factory training for the Customer's
operators at Customers expense.
To the extent feasible, these se�vices shall be
performed diiring regular maintenance visits. Kratos-
HBE service technieians are not union af�iliated and
Kratos-HBE wiR not be requir�d to violate any locat
union jurisdiction.
(B) Material to he Pa•ovidecl by Kratos-HBE. HBE
shail provide replaceinent paits and tools, unless
otherwise noted, to i•epair and/or ��estore the Customer
Equipment to propei• operation.
If it is no Ionger economically feasib(e to repair a
piece of equipment (age and repair cost factars
P •
(C) Customer Responsibilities. Tha Customer shall
be responsible far:
(1) determining that Customer Equipment is not
operating properly, aud notifying Kratos-HBE ofthe need
for repa�rs;
(2) providing proper electrical power,
uninteiti�ipted power supply and electric outlets for the
Customer Equipment and a suitabie environment within
the manufacturers' specified operating temperatares,
humidity, vibration, naise,lZF, and lighting Ievels;
(3) if remote diagnostic suppor� is specified in
Schedule A, providing an operafiona! madem and phone
line or IP connectian for remote access to the Customer
Equipment and for x•emote diagnostic help to operators.
(4) pe��forming such routine maintenance as
keeping the Customer Equipment cleau and repiacing
printer ribban and paper, keeping doois and door closers
properly maintained and replacing light hulbs in security
closets;
(5) providing safe access to Customer
Equipment and faci(ities as necessary; and any required
ladders or lifts;
(b) issuing any reqnired card access badges to
Kratos-HBE teehnreians (which wil! be returned upon
termination of this agreernent); and
('1) ensuring proper maintenance of data,
'including periodic system back-ups and safe keeping,
purging of the history files to free up storage space and
performing data entry and diagnostic status reports sa that
the Customer Equipment can properly operate.
Customer $cknowledges that its use of disketEe,
video cassette or other media which the inanufacturer has
nat approved may reduce equipment Iife and c{uality of
data storage.
� * Srnndard Maintmancc Agreement.rev.lV�ov10 gage I
(D)Time and Place of Maintenance. AIE
maintenance sl�all be performed during business hours
(Monday through Friday, 8:0� AM to 5:00 PM, except
Holidays). Emergency service, where applicable, shall be
provided in the event that critical failures i�nder the
Customer Equipment inoperable, Customer Eqaipment
shall be seiviced at the site of the fixed equipment, at
Kratos HBE's option, or at the service shop in cases of
iton-fixad equipment. Kratos-HBE shali normally
respond to a Customee's request fo►• se�vice within one
business day, as the nature of the problem dictates.
Emergency service shall be provided within eight (8)
hours.
TIt. HBE FEES
(A) Basic Fee for Periodic Service nnd Standard
Suppo��t and Repairs. The fee for hardware
maintenance is set forth on page 1 of this Agreement.
Unless specifcally excluded below, this .fee includes
labor, parts, travel time, expenses, regular freight
(overnight is billable} and repairs.
It does not include repairs of eq�iipment not listed on
the Schedule A, or which is beyond its serviceable life, or
has become defective or i»ope��ative because of casualty,
accidents, physical damage, ahuse, misuse, theft,
te�7orism, Acts of God, floods and fires.
(B) Fee foi• Softrvare Maintenance. The annual fee
for origiva( manufacturer software maintenance (where
a•equired) is set forth at tlie beginning of this Agreement.
(C) Billing foa• Labor Not Included in Basic
Maintenance Fee. Any work done which is not covered
by the basic maintenance fee or annual software
niaintenance fee undes� this agreement wili be done on a
billable basis, with written purchase order or proper
Customer authorization, and will inclade a charge, at
HBE's then-current labor rate, over and above the
speci�ed maintenance fees.
(D) Legal Fees. In the event that Kraios-HBE brings
an action or suit against any othar Party to this Contract
b'y reason of any breach or alleged breach of any
agreement, covenant or condition of this Contract, then
and in that event, Kratos-HBE shalI be entitled to have
and to recover from the other 1'arty all costs and expenses
of suit, including reasonabie tega( fees and wsts.
IV. TERMS OF PAYMENT
(A) Maintenance Fee. The basic monthly
maintenance fee will be due by the lOth day of each
month. The annual. software �naintenance fee is due with
the frst month's fee. The total amount for the year of
service may be paid in full at fhe beginnirtg of the contract
year if desired.
(B) Payment for Items Separately Bil[ed. Terms
of payment for items that are to be sepa�•ately billed as
desciil�d in Section I[[ above are net 30 days.
(C� Late Charges. A late fee of 1%a% per month
wili be charged on past due balances.
V. PERFORMANCE STANDARDS
The Customer Equipment shall be maintained by
HBE in accordance with the followiug standards:
(A) Pnrts. Manufacturer's parfs or parts of equat
quality shail be used.
(B) Worlcmanship. AlI woi•k shall be pet�formed in
a neat and workmanlike manner by qualified, non-union
personnel and in compliance with applicable laws, rules
and regulations.
{C} Non-abuse of Equipment. The G�stomer
Equipment si�all not have been subject #o abuse or other
lisfed exclusions.
(D) Conformity witl� Instruction Manaals. The
work shall be performed in accordance with the
instruotians in the seiwice manual applicable to the
Customer Ec7uipment.
(E) No Warranties. I{ratos-HBE makes no
warranties, express or imp2ied, including tl�e wan•anties of
merchantability or fitness for a particular purpose.
VI. LIMITATTONS ON LIABILITY
HBE does not ensure continued operation of the
Customer Equipment, or that it will fulfiil its intended
purpose. The customer's reinedy for any failure of
Customer Ec�uipment or services is limited to repair or
replacement with conforming items. Kratos-HBE's to#al
liability, whether in contract, tort, under any wairanty, in
negiigence or otherwise, shall not exceed the amount paid
during the most recent 3-month period that this agreement
was in effect); and under no circumstances shall HSE be
liable for specia(, indirect, incidental, punitive or
consequential damages. No acfion may be hmught by the
Customer more than one year after the cause of action has
occurred.
Kratos-HBE assnmes no liability for Ioss or damages
for faiiure to maintain, or delay in maintaining Customer
Equipment, due to causes beyond its control and without
its fault or negligence, including but not restricted to Acts
of God, union interruption, accidents, strikes, lockouts,
quarantine conditions, fires, floods, or unusually severe
weather conditions.
Customer sha[l indemnify, defend and hold harmless
Kratos-HBE from and against sny claim for damages
(including costs and aftoiney fees) from any third party
claim of injut•y arising from or attributed to the
performance of or failure to perform of the Customer
Equipment.
VII. INSURANCE
(A) Worlcer's Compensation Iusurs►nce. Kratos-
HBE is an independent con�ractor and soleIy responsible
for its employees. HBE warkers are fully covered by
Worker's Compensation Insurance.
{B) Insu�•ance #o be M�intained by Customer.
Customer shall carry suf6cient insui�ance to proteet
Kratos-HBE and its workers from damage to persons or
{ � StandardMeintenancc Agmemcm.rev Nov10 �° 2
I
., I I .�..+r�- �.rrrrr�nr .rw���r�rrr+r�.�.. �ur�w .,.
'�
property arising from acts of Castomer o�• its landlord, or
from the elements, including fire and tornado.
VIII. MISCEI.LANEOUS
(A} Notices. Al] notices hereunder shall be in
writing and addressed to the parties at the addresses first
given above and sent by registered mail, return receipt
requested. Notices shatl be deemed effective three
business days after mailing.
(B) Term of Agreement. This Maintenance
Agreement shall be effective during the period specified
Kratos Public Safety & Security (�Cratos-HBE)
Written By: Hallie Hotchkiss
By:
Ai�thorized Signature
Name: Dan Inbodv, Controller
Approved & Accepted by
Kratos-HBE
Date:
Stsndud Maiotercmce Agreecoenuev. Nov10
on page 1. Thereafter, it wi(1 be automatically extended
for sucoessive one year tenns unless canceled by either
par{y by written notice given not less than 30 days prior to
the end of any term.
(C) Governing La�v. This agreement shall be
governed by the laws of the State in which the Customer
Equipment is located.
(D) Amendments. No revision of this agreement
shall be valid unless made in writing and signad by an
authorized representative of each party. Tlus Agreement
shall be effective only when approved and accepted below
by an authorized signatory of Kratos-HBE.
By:
Aspen-Pitkin County Airport
Authorized Signature
Name:
Title:
Date:
W� 3
_._____.____ _
�
S CHEDULE A
Customer Equipment
Customer Sites
CustomerName: Aspen Pitkin County Airport
Customer Site No. 1: 0233 Auport Road Aspen CO 8161 I
Customer
2
. 1
a
24
2
�1
1
1
1
1
4
4
4
4
2
2
2
t
1
1
1
Ec�uipment: Acces
ACM
AFfINITY
ALA
ALT
BLACK BOX
DSI
GRP4
PROTECH
PROTECH �
SEN
SWH
SWI-I
SWH
SWFi \
SVJk
SWH
S4VH
SWH
SWH
SWH
SWH
za swH
7 SWH
::3<,;:�:: ::.::::.::.::.': UVC
1 DED
i each GEVF
2 GEVF
1 Pelco
1 C[intan Electronics
s Contro] and Video
5000U-24DC-501
709803
PS5-BFS-I2-UL
RBSid
fC107A
D51501
TL5395-K-N
324
678
1076C
AS0020-00
AS0032-96
AS0073-000
ASU074-000
AS4101-000
AS0301�01
AS010i-600
CC800110S
CC800ICS
ccsoam�nv
CCBOOVSlLT
RM-4
CC800ISVC
W D8650-V409-WDNR
EC09B-CD-300GB
S700VR-EST-GEVF
fi13P-GEVF
'MCS4-28
CE-VT200
E[.ECTRIC STRIKE FILLED
ImageCard M2,Dup,Laroinator
POWER SUPPLY�HARGER
RELAY
RS-232 RS-485 CONUERTER
12VDC f�LAY MODULE
iHINLiNE SWITCH PLA7E
M�Afee VIRfS SCM!
Iu�.320 TURBO PRINTER
MAGNETIC C4NTACT 3/4'
STAR COUPi.ER MODUI.E
8 READER APC W! ENCI.OS
8 INPUT BUS MODULE
8 OUTPUT BUS MODUL�
2 RDR APC1L
APC/L X�ORMER
APCIL BATTERY BACK UP
CCURE 800ft0 SOFTWARE
CAMERASTAND
ViDEO GRABBER BOARD
CCURE VISiON SOFiWARE
PERSONALITY MODULE
S VIDEO CAMERAILENS
IiVD00R COLOR OOME 24VAC
Digital Video Recorder
TX IRX 1-Way V�deo 3 MILE
Power Supply, i3.5 V
4-24VAC CAMERA POVY�R
LCD Monitor, 20', CCTV
Stendard Irlainteonoce Agr�menLrav. Nov10 � P�0 4
�