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bocc.con.128.2013
Rev. 08-30-11 jls COUNTY CLERK'S CONTRACT COVERSHEET CONTRACT #: 128-2013 ORIGINATING DEPARTMENT: Airport , PROCUREMENT OFFICER: Bj DeHerrera PHONE #: 9704292850 PROJECT NAME: Quantum Agreement contract CONTRACTOR: QU3ritUtll DOLLAR AMOUNT: $25,375.00 LINE IT�M# 404.67.00919.86610 CONTRACT EXECUTION DATE: 04/1/2013 CONTRACT END DATE: 3/31/2014 AUTOMATIC RENEWAL: ❑ YES � NO TEl2M: 4/1/2013-3/31/2014 ❑ BOCC AG�NDA ITEM (Grants, IGA) � STAFF AUTHORIZED SIGNATURE (Requires BOCC Signature) (Per Revised Procurement Code 7/2005) ❑ OVER$50,000 (Requires Section Leader&Coanty 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 ([mmigration Fonn) ❑ Exempt ❑ Contract Renewal ✓ CHECK CONTRACT TYP�: �9��' �'L � Services/Maintenance ❑ Employment 0 License/[Jse ❑ Intergovernmental Agreement(Resolution Required) — ❑ Lease ❑Non-Profit ❑ Construction ❑ Quasi-Public(e.g.-AVH) ❑ Goods, Equipment, Suppfies ❑ Grant Agreements(Notify Pinance&Resolution Required) ❑ Other(e.g. revenue) ❑ Change OrdedContract Amendment (C/O: ]0%or$25K whichever is the lesrer must have County Manager signature) , All Contracts should be proofed and all exhibits ai�d notices must be attached for the following: ✓ � No Pages Missing ✓❑ All Other Blanks Pilled In ✓ ❑ If Page Left Intentionally Blank—Note on Page �`�] All Exhibits Attached ✓ � Page numbered consecutively ✓�Ali Legal Descriptions attached (ifapplicable) ✓ � All Original Signatures Affixed ✓0 Notice ofAward/Notice to Proceed Attaclied ('fapplicable) ✓ � All Dates Filled In ✓❑ Warranty (if applicable) � ✓ ❑ Special Instructions for Finance Department: ✓ � Authorized Procurement Officer's Name: Bj DeHerrera 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 ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST! I uk � �{�5'�`4� � cl��K Y-�"�, Contract#128-2013 Budget Line Item#4Q� <p1P,0000c), 2 a wrCOU N 1141 CONTRACT FOR PROVISION OF SERVICES and Software Maintenance Quantum Secure Software Support Agreements (SSA) � and between the Pitkin County Board of County THIS CONTRACT is made and entered by Commissioners("County") and Quantum Secure(hereinafter"Contractor"). 1. Term. The term of this contract is from April 1, 2013 to March 31,2014. 2. ' bli ations. Contractor shall provide County the following n sews contractconforming to Cted description s O __ to the stated description of support services and software maintenance Exhibit A. shall compensate 3. Com•ensation and Ex•enses Invoicin Pa ment and Offset. The County in accordance with the Project Budget and Schedule set out in Paragraph 2. It is expressly for its services contract reimbursement,no event will It is exaid her understood and e sum th$2s 375 for all servic sorende ed. By e amount to be paid hereunder exceed the sum of� � tasks if the total budget the County and Contractor may reallocate the budget among project for shall invoice for the project monthly based o hours ay be offset with remains unchanged. Contractor by the Y by payment expected within thirty (30) days of invoice,but any payment any amount the Contractor owes the County for any reason. guidelines and Drawings, specifications, g of the 4. Count 's Exclusive Ownershi• of wconnection with Ithis contract shall be the property of its other documents prepared by Contractor i business purposes. Contractor assigns to County County. However, Contractor shall have the right to utilize such documents in the course the marketing, professional presentations, and for other pursuant to this contract, including th) to all work prepared, developed, or created p rig copyrights derivative works; 3) distribute copies to the public; 4)to: 1) reproduce the work; 2) prepare perform the works publicly; and 5) course of this ublicl Contractor shall have right to use ts contract for marketing purposes and professional to display the work p Y• materials produced in the u oses. presentations, articles, speeches and other business p 5. Pitkin Count s O bli ations. Pitkin County shall administer this contract through a County Brian Grefe will manage the project as the County's be subject to The reviewi by providentanve. Bua provided and products delivered by the Contractor under compliance with Contractor's obligations prior to the County's Representatives, or a designee, for comp final payment. Contract#128-2013 Budget Line Item#404.67.00919.86610 The County has the right to terminate t Termination Prior without t Ex cause,•iration of Contract Term. least ten(10) days before the cause, by giving written notice to the Contractor of such termination and specifying with efor fective wtive date given at le and specifying the effective date thereof. Such notice shall be data, studies date of such termination. In such event all finished O °t unfinished 11 becomeothe County's properly. effective d pursuant to this and reports Contractor shall be entitled the d to receive p titled to receive compensation in accordance r with�e sat of termination.contract for any Contractor shah be e leted pursuant for damages satisfactory work comp ursuant to the terms of this contract prior the above, Contractor shall not be relieved b liability the Contractor. County by the County by virtue of any breach of the contract Y contemplated by 7. A. The Contractor Status. them to ee, to or servant of The parties to this contract intend that the relationship between e pe ycon emp A. T p any agent,or servant of Pitkin County• under this Co contract is that t be independent e �deemed to be an temployee, agent o r exclusively to Pitkin County his services Contractor shall not be see B• Contractor is not required to offer her individuals or entities during the term racttare contract. Contractor may choose to work contract, provided that the basic services and deliverable products required under this will conform to all applicable industry submitted in the manner and rr nt that all work defined d this , obligations under this C Contractor warrants performance of Contractors g standard of care, skill and diligence in the P the work or actions of any Pitkin contract. t to oversee or supervise D. Contractor shall not attempt letin work under this contract. h Pitkin County employee, servant s agent in the course forkers' Compensation benefits through Contractor r is not entitled to any y W responsible for payment of any federal, state,FICA and other income taxes. County and is res p either party. Any use of subcontractors by 8 Assi nabili . This contract is not assignable by p by the County. the Contractor for performance of this contract must be accepted in writing y binding itration. Any disputes arising out of this contract and shall be subject this contract arbitration.ion. Th Arb disputes concerning the ut is contract nt a t arbitration. The parties agree that any P the Pitkin County submitted and finally settled by arbitration. Arbitration es des over byte pursuant be su rules of the American Arbitration Association n County contracedp pates. Costs of the arbitration shall Hearing Officer appointed to arbitrate awarded to the substantially prevailing party. 10. Seable, t the event that any provision of this contract shall be held to be invalid tor unenforceable, the remaining provisions of this contract shall remain valid and binding p parties hereto integrated contract between the County and the 11. Intl ation and Modtfreation. either County and oral. A. This contract represents the entire and integr or contract, prior negotiations, representations, and the Contractor. Contractor and supersedes all p b written contract signed by both the County This contract may be amended only by 2 Contract#128-2013 Budget Line Item#404.67.00919.86610 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 u a reed upon nc increase or the rease in the amount of the Contractor's compensation, which are mutually g the Contractor, shall be in writing and upon execution shall,become part of this contract. 12. Indemm 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,k done ns,fulfillmataof the terms expense, of this claims of any character or any nature arising out of the Contract or on account of any act, claim or amount arising or recovered under workers'errcomptensa law law or arising out of the failure of the Contractor to conform to any loss investigation, or court decree. It is agreed that the Contractor contract of indemnity responsible consideration of the award of defense and judgment costs where this co its subsidiary, this contract,the Contractor agrees to waive all rights essorsubo�subrogation elected officials, trustees, parent, associated and/or affiliated entities, successors, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. p provide defense for B. The Contractor further shall investigate,process,respond to, adjust,p and defend, pay or settle all claims, demands, or lawsuits related her e o at its sole ex p nse and shall bear all other costs and expenses related thereto, even if the claim, false or fraudulent. ain until 13. Insurance. Contractor and subcontractors shall procure ods under t are satisfied, obligations have been discharged, including any warranty p unwhich may arise from or in insurance against claims performance for injury of the work hereunder byte Contractor, its agents,representatives, connection with the 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 County in no way warrants that the minimum limits contained by Contractor from liabilities that might arise out of the performance o f the work under this Contract the Contractor, its agents,representatives, employees, or subcontractors.ni her limits Contractor shal l l assess its own risks and if it deems appropriate and/or prudent,m higher The Contractor is not relieved of any liability° bn obligations sufficient assumed mounts,duration,to the Contract by reason of its failure to obtain or maintain insurance or types. of A. Coverage and Limits of Insurance. Contractor shall provide coverage limits used t liability not less than those stated below. An umbrella and/or excess liability policy may 3 Contract#128-2013 Budget Line Item#404.67:00919.86610 meet the minimum 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 gains or the b. This requirement shall not apply when a co is exempt under Colorado Workers' Compensation'at sole proprietor w fiver form. contractor or subcontractor executes the appropriate Minimum Limits: Statutory Coverage A(Workers' Compensation) Liability) $ 500,000 Coverage B(Employers $ 500,000 $ 500,000 2, Commercial General Liability 000 as an addiform val insurel lent. (With County d) Minimum Limits: 2,000,000 General Aggregate 2,000,000 Products/Completed Operations Aggregate $ 1,000,000 Each Occurrence Limit 1,000,000 Personal/Advertising Injury $ )One Fire) $ 50,000 Fire Damage(Any 5,000 Medical Payments(Any One Person) $ Coverage to include: • Premises and Operations • Explosions, Collapse and Underground Hazards • Personal/Advertising Injury • Products/Completed Operations • Liability assumed under an Insured Contract(including defense costs assumed under contract) • 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—Owners,Lessees or Contractors Endorsement,ISO CG 2037 (2004 Edition or equivalent) 4 Contract#128-2013 Budget Line Item#404.67.00919.86610 • on The policy shall be endorsed to include the following additional insured sub d langu geent, the Additional Insured Endorsements specified above: "County, cials, associated and/or affiliated entities, successnarned assigns,its nadditional in urfed with trustees, employees, agents, and volunteers 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. Minimum Limits: 1,000,000 Bodily Injury/Property Damage(Each Accident) $ 1 4. Special Coverages (check as appropriate and insert amount): 0(1)Performance Bond $ 0(2)Professional Errors and Omissions 0(3)Aircraft Liability 0(4) Owner's Protective. 0(5)Builder's Risk 0(6)Boiler and Machinery 0(7)Loss of Use Insurance 0(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 suspended,voided or canceled except shall provide the required coverage and shall not be P except r when after thirty(30) days prior written notice has been given to the County, cancellation is for non-payment of premium,then ten(10) days prior notice maybe given. Such notice shall be sent directly to (County Representative's Consultant&Addrress) and or e its insurance carrier will not provide the required notice, insurance broker shall notify the County of any receipt cancellation,of n urer reduction notification to that effect. limits of any insurance within seven(7) days P Simultaneously with the Certificates of Insurance, the Contractor shall file with the Procurement Officer a certified statement as to claims defense costs pending expended andramo>�ns remaining reserves established on account of such claims, def on policy limits. 2. In addition,these Certificates of Insurance bse allcontain d non-contributory butory with a. The contractor's insurance shall primary any insurance or self insurance purchased by the County. b. The insurance companies issuing the policeor of ny premiums or for p°a any no recourse against the County of Pitkin for payment assessments under any form of policy. 5 `� Contract#128-2013 Budget Line Item#404.67.00919.86610 in the above-described c. Any and all deductibles or self for the amount of, and at the sole expense insurance policies shall be assumed by and of the Contractor. d. Location of operations shall be: "all operations and locations 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 or tpolicy's expiration date except for any policy expiring on the expiration date of this contract 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. 14. Exemptions and Preferences. All purchases of construction building r local sales orruse taxes for this contract shall not include Federal Excise Taxes or C olorado State or Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K. 15. Records. The Contractor shall maintain comprehensive,ontrac for and iod of three (3)years after and documents concerning its performance relating to this contract period period after to final payment under the contract and the Cod documents, ueon right within atheasonable manner and at inspect and audit these books, records and accepted accounting and auditing standards, reasonable times, for the purpose of determining, by p compliance with all provisions of the contract and applicable law. with 16. Contract Made in Colorado. The parties agree that this contract was made be excc rd nc in the the laws of the State of Colorado and shall be so construed. Venue is agreed courts of Pitkin County, Colorado. 17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions shall s bf this contract beyond the arbitration described in Paragraph 9,the substantially prevailing party entitled to its costs and reasonable attorney's fees. 18. Governmental Immunity. Contractor agrees and tha monetary limitations or is s relying sently and does not waive, by any provision of this contract, protections $150,000 per person and $600,000 per occurrence) Act 24°loe101ghet,seq.,nC.R1Ss, as from time to provided by the Colorado Governmental Immunity time amended, or otherwise available to Pitkin County or or interpreted f its officers, agents oorprovide employees.e Further, nothing in this contract shall be construed person or require roe damage indemnification of the Contractor by the County for any injury to any p any property rty whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 19. Current Year Obli ate ions. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted 6 Contract#128-2013 Budget Line Item#404.67.00919.86610 expenditures of Pitkin County. Pitkin County's obligations under 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. 20. CONFLICT. If conflict exists between Contract and Exhibit A,the Contract will prevail. 21. 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 confirmation 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 with copies to: Brian Grefe Pitkin County Attorney's Office 0233 East Airport Rd. Ste A 530 E. Main Street,#302 Aspen, Colorado 81611 Aspen, Colorado 81611 Fax (970)920-5378 Fax: (970) 920-5198 B. To Contractor: Steve De Lima Quantum Secure 100 Century Center Ct. Suite 800 San Jose, CA 95112 22. Public Contracts for Services and Public Contracts with Natural Persons. In conformance 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. [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 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 or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not 7 Contract#128-2013 Budget Line Item#404.67.00919.86610 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 (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) 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 made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in the Department 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 Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., 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. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS ,§24-76.5-101. Contractor, if 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 the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c)has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. CONTRACTOR: _S-, t 1 1 . LBy: S7c-e, U -P, tr ict Title 0 4 1`ru/ ir-/CP 3' 10,1 Da e PITKIN COUNTY, COLORADO: /(1/3 By Date 8 (7 QUANTUM SECURE Exhibit A Software Support Agreements (SSA) and Software Maintenance Quantum Secure offers standard software system support coverage for all their products. This Agreement sets forth the terms and conditions under which Quantum Secure shall maintain its Software Products which have been properly purchased, licensed or sub-licensed to the Customer. 1.0 Maintenance of Software Beginning on April 1,2013,Quantum Secure shall provide the following error-correction,bug fixing and software support services: (a)telephonic support during the defined days and hours of business operation as per below. Such support shall include consultation on the operation and utilization of the Software. (b)software error/bug correction services,consisting of Quantum Secure's using all reasonable efforts to design, code and implement programming changes to the Software,and modifications to the documentation,to correct reproducible errors therein so that the Software is brought into substantial conformance with the Specification. (c)copyrighted software patches,updates,new releases and new versions of the Software, including the PACS agents deployed along with other generally available technical material.Under this agreement,Quantum Secure will release the new PACS agent for the newer release of the PACS(Physical Access Control Systems)software within six months of the new version of that PACS being commercially available in the market by the PACS manufacturer. The Licensee must inform Quantum Secure at least 90 days before any scheduled upgrades to the SAFE connected systems,such as PACS,IDMS,etc.for receiving appropriate software upgrade. In case Quantum Secure cannot get hold of the newer version of the PACS or any other software from the market/from the original manufacturers,then Quantum Secure will be allowed to develop the upgrade of its software against the copy of the new version of the PACS or any other software belonging to the Licensee. In order to provide timely support under this support agreement,the Licensee must provide a convenient remote access authorization to Quantum Secure support team to the servers where Quantum Secure products are installed. Without an uninterrupted access to these servers,the support process may be delayed and could lead to longer time for problem diagnostics and resolution. 2.0 Exceptions Quantum Secure Software Support Agreement does not cover operating systems,backup and/or restoration of the Quantum Secure SOFTWARE and/or associated data,reinstallation of the SOFTWARE on a different or repaired computer, SOFTWARE tampering in any form,accounting issues,Database issues,Internet connection issues, viruses, spy ware,networking issues,hardware or any other third party software or device issues. While we will do our best to help,support of these uncovered issues may incur additional charges on a per incident basis. Software updates does not cover any required data conversion;operating systems,hardware,additional training,government initiated changes which require software programming changes,pre-printed form layouts or the conversion and/or adaptation of any Licensee requested modifications or reports. 3.0 Term This SSA will be for a period of one year from April 1,2013 and shall be automatically renewed for additional one year terms. Licensee may terminate this SSA at any time without penalty upon thirty(30)days prior written notice to Quantum Secure. This SSA may also be terminated by Quantum Secure if the Customer defaults in the payment of any monies due under this SSA and fails to remedy the default within 15 days after written notice or in the event of a breach by Licensee of any other provision of this SSA. 4.0 Automatic Renewal 2 • QUANTUM SECURE Renewing your SSA is one of the most cost-effective ways to protect your software investment.It saves you time, it saves you money,and it ensures your uninterrupted access to vital technical support and product upgrades-features that can make a real difference to your bottom line.Automatic or Continuous Renewal safeguards your Software License, Subscription and Support against unintentional lapses. The Licensee agrees to automatic renewal of the SSA at its anniversary date or any such date agreed between the parties and will be invoiced based upon the current cost at the time of renewal. Opting Not to Renew Quantum Secure recommend all customers to renew their Software Support Agreement to take advantage of continuous product upgrades,research&development and telephonic technical support.But,if Licensee chooses NOT to renew its Software Support Agreement,it must serve thirty days notice of its intent to terminate the Software Support Agreement in writing to Quantum Secure prior to the end of the then running term.If at a later date, the Licensee wish to reinstate its Software Support Agreement, it may do so by paying "Software Support Agreement Reinstatement"fees which is 10%of its current year's annual software maintenance cost. In addition, the Licensee will be required to pay all back costs owing Software Maintenance Fees for the entire period elapsed where the support was not in force. 5.0 Fees&Payments The support fees will be invoiced annually up to 30 days in advance of the renewal date and invoices are payable 30 days after receipt of invoice by the Customer.In the event that the agreement is not terminated at the end of a running one year term,the Customer is responsible for ensuring that the appropriate customer purchase order is sent to Quantum Secure,if your company requires a PO to pay the invoice. Late payment of undisputed invoices after the due date on the invoice or after the start date of the new term may be subject to 1.5%per month late charges. The Support services and benefits are suspended upon the expiration of the current Software Support Agreement term if the payment is not received by that time. Standard Service is our standard support coverage option. It provides telephone support and assistance from our Licensee Support Center during normal support hours(Mon—Fri,9:00 a.m.—5:00 p.m.PST)as well as software upgrades if and when available. Responses to the Licensee's support issues require the Licensee to provide adequate information and documentation to enable Quantum Secure to recreate the problem.Quantum may notify the Licensee that the problem could not be recreated,located or identified,if such is the case.If the reported problem is unrelated to Quantum Secure's installed products,Quantum Secure may notify Licensee that the problem will not be resolved and the reason for this decision.Notwithstanding the provisions of this section,Quantum Secure makes no warranties that the Support Services provided hereunder will be successful in resolving all difficulties or problems or in diagnosing all faults. Licensee must maintain a functional Internet connection and dial-in(or log in via VPN)capabilities during business hours for any on-line support.Licensee must make sufficient daily,weekly and monthly backups. NOTE: It is our policy to support the current version of each software product and one full version back.All support calls for products not under Warranty or SSA are subject to T&M charges or will be directed to purchase a SSA. More details on our support process is available via Quantum Secure published Customer Care documentation which is included(and is downloadable from your customer care site)with the shipment of your products. The Licensee's Role The provision of the error correction and support services described above shall be expressly contingent upon the Licensee's reasonable cooperation in providing all relevant information about the errors,promptly reporting any errors in the Software or related documentation to the Quantum Secure's Support Department,providing adequate remote access and not modifying the Software without the written consent from Quantum Secure. 0 /l QUA\TUV SECURE 6.0 Limitation of Liability QUANTUM SECURE AND ITS SUPPLIERS,EMPLOYEES,AGENTS,RESELLERS,OEM PARTNERS, DEALERS AND FRANCISEES WILL IN NO EVENT OTHER THAN QUANTUM SECURE'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,OR INDIRECT DAMAGES(INCLUDING,BUT NOT LIMITED TO,LOSS OF BUSINESS,LOSS OF PROFITS,BUSINESS INTERRUPTION OR THE LIKE,DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA)SUFFERED BY LICENSEE,ANY OF ITS EMPLOYEES OR AGENTS OR ANY OTHER PERSON ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION,OR THE MAINTENANCE OR SUPPORT THEREOF AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT,BREACH OF WARRANTY,TORT(INCLUDING NEGLIGENCE),PRODUCT LIABILITY OR OTHERWISE,EVEN IF QUANTUM SECURE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Quantum Secure neither assumes nor authorizes any employee,agent,dealer or franchisee to assume for Quantum Secure any other liability in connection with the license,use of performance of the Software or Documentation. Customer shall indemnify and hold harmless the other party,its respective employees,officers,directors, shareholders and agents(collectively,the"Indemnitee")and hold the Indemnitee harmless against any and all losses,costs(including court costs and reasonable attorneys'fees),damages,settlements,suits,actions,expenses, liabilities,and claims sustained by the Indemnitee arising out of or resulting from any material breach by the indemnifying party of the terms and conditions of this SSA. Quantum Secure will undertake all reasonable efforts to provide technical assistance under this SSA and to rectify or provide solutions to problems where the Software does not function as described in the Software documentation,but Quantum Secure does not guarantee that the problems will be solved or that any item will be error-free.This SSA is only applicable to Quantum Secure's Software running under the certified environments specified in the release notes for that product. Software Support Agreements Services Standard Telephone Support: X Mon—Fri,9:00 a.m.—5:00 p.m.(PST) If&when available, Software Maintenance and/or X Enhancement Release Updates(Software Upgrades) 7.0 Software System Support Standard Software Support Agreement(SSA)coverage,as listed,is in force for the customer after the initial warranty period.In addition,systems integrators opting to purchase support services on an"as needed"basis only, may do so at prevailing Time and Materials Rates(T&M).Quantum Secure requires a signed Purchase Order prior to providing T&M support services.If the end user requires on-site installation of the software upgrades from Quantum Secure,then the end-user may do so at the prevailing time and material rates from Quantum Secure. Licensee will reimburse Quantum Secure for the actual cost of reasonable,documented travel and living expenses of the support representative,and pre-approved by Licensee for on-site activity outside of normal support. 8.0 Telephone Technical Support During the Agreement,Quantum Secure will only accept service calls from the end—user or the employees of the Systems Integrator of Record for the specific installation to which the support inquiry relates. The standard technical support telephone number is(800)776-3414.The preferred way to report issues is through our web site: http://support.quantumsecure.com/Login.asp \ / r QUA\TUM SECURE This SSA may be modified only in writing by authorized representatives of Quantum Secure,Inc.and the Customer. NOTE: Quantum Secure does not guarantee defects will be fixed in any specific time duration due to the nature of software operating in a multi-vendor environment. It is the goal of Quantum Secure to deliver our best effort to satisfactorily resolve each incident usint g the judgment under each circumstance. 'y 3V' l obi 171. 1.-ip '6',":1 P6; ay 77 1)) 4r . ,0 P:ki,421.9 Annual Support Cost* $25,375 Additional Services $ Total $25,375 *Term:April 1,2013 till March 31,2014 Aspen/Pitkin County Airport QUANTUM SECURE,INC. By: By: S ,2 ��ehdtq Printed Name: Printed Name: Steve De Lima Title: Title: CFO&Controller Date: Date:2/14/2013 ACCORD® E(MMfDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Santa Maria&Company CONTACT NAME: Certificate Department 1550 Parkside Drive Suite#200 Walnut Creek, CA 94596 PHONE INC,No.Ext): 925-956-7600 Fax(A/C.No): 925-956-7601 E-MAIL ADDRESS: certificates@smcrisk.COm INSURERS)AFFORDING COVERAGE NAIC# www.smcrisk.com INSURER A: Continental Casualty Company INSURED INSURER B: Lloyds Of London Quantum Secure, Inc. 100 Century Center Court Suite 800 INSURERC: San Jose CA 95112 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15747993 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSR SUER POLICY NUMBER (MM DDYIYYYY) (MMIDD//YYYY) LIMITS LTR INSR WVD A GENERAL LIABILITY �/ 5085092964 6/10/2012 6/10/2013 EACH OCCURRENCE $ 2,000,000 ✓ COMMERCIAL GENERAL LIABILITY PREMISES TO RENTED $ 300,000 CLAIMS-MADE OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 POLICY PRO- JECT n LOC A AUTOMOBILE UABILITY 5085092964 6/10/2012 6/10/2013 EO arB.cl d D)INGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE ✓ HIRED AUTOS ✓-AUTOS (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION WC STATU- R- AND EMPLOYERS'UABILITY Y/N TORY LIMITS ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Business Personal Property 5085092964 6/10/2012 6/10/2013 Limit $21,218 B Professional Liability UCS2613680.13 1/13/2013 1/13/2014 Limit $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) 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. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Pitkin County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Brian Grefe ACCORDANCE WITH THE POLICY PROVISIONS. 0233 East Airport Rd. Ste.A Aspen CO 81611 AUTHORIZED REPRESENTATIVE Carl A.Santa Maria ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD (� CERT NO.: 15747993 Heather DePiero 3/18/2013 3:23:43 PM Page 1 of 1 \ (-Ifs DATE(MM/DD/YYYY) • A► , CERTIFICATE OF LIABILITY INSURANCE 03/18/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Risk Management Department Aon Risk Services Northeast,Inc. PHONE FAX New York NY Office E MAILo,Ext): (866)443-8489 (A/C,No):(800)889-0021 199 Water Street ADDRESS: work.comp @tdnet.com New York,NY 10038-3551 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A:Commerce&Industry Ins Co 19410 TriNet FIR Corporation and all its affiliates and subsidiaries* INSURER B:Illinois National Ins Co 23817 Quantum Secure,Inc.(Endorsed as alternate employer) INSURER C:Ins Co State of Penn 19429 9000 Town Center Parkway Bradenton,FL 34202 INSURER D:Nat'l Union Fire Ins Co 19445 INSURER E.New Hampshire Ins Co 23841 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUER POLICY EFF POLICY EXP TR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE I I OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ —1 POLICY Ii PROJECT ri LOC COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Each accident) $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per AUTOS _AUTOS aocident) $ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ C WORKERS COMPENSATION 060516191 (VA) 01/01/2013 07/01/2013 X WC STATU- I I OER AND EMPLOYERS'LIABILITY Y/N 060516172(IA) 01/01/2013 07/01/2013 $2,000,000 D ANY CERJMEMBR/EXCLUDED? X 060516177(MD) 01/01/2013 07/01/2013 E.L.EACH ACCIDENT D (Mandatory N EXCLUDED? N N/A $2,000,000 (Mandatory in NH) 060516165 1/01/2013 07/01/2013 E.L.DISEASE-EA EMPLOYEE E If yes,describe under (CO)( ) E DESCRIPTION OF OPERATIONS below 060516166(CT) 01/30/2013 07/01/2013 E.L.DISEASE-POLICY LIMIT $2,000,000 E 060516170(GA) 01/01/2013 07/01/2013 See attached Waiver of Subrogation In favor of certificate holder DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required):96P5 / CF7 RE:All Operations and Locations .TriNet HR II,Inc.and TriNet HR V,Inc. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED County of Pitkin, Colorado BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE Attn: Brian Grefe DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 0233 E Airport Rd, Suite A AUTHORIZED REPRESENTATIVE Aspen, CO 81611 Aon Risk Services Northeast, Inc. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD ©1988-2010 ACORD CORPORATION.All rights reserved. \L\ /. DATE(MM/DD/YYYY) �0"' � � 03/18/2013 • �► n► CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Risk Management Department Aon Risk Services Northeast,Inc. PHONE FAX (A/C,No,Ext): (866)443-8489 (A/C,No):(800)889-0021 New York NY Office E-MAIL 199 Water Street ADDRESS: work.comp @trinet.com New York,NY 10038-3551 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A:Commerce&Industry Ins Co 19410 TriNet FIR Corporation and all its affiliates and subsidiaries* INSURER B.Illinois National Ins Co 23817 Labor Contractor for Quantum Secure,Inc. INSURER C:Ins Co State of Penn 19429 9000 Town Center Parkway Bradenton,FL 34202 INSURER D:Nat'l Union Fire Ins Co 19445 INSURER E New Hampshire Ins Co 23841 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP • LIMITS LTR TYPE OF INSURANCE INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) E GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE I IOCCUR MED EXP(Any one person) $ PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG $ GEN'L AGGREGATE LIMIT APPLIES PER: _ —I POLICY [1 PROJECT fl LOC COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Each accident) $ BODILY INJURY(Per person) $ ANY AUTO _ ALL OWNED SCHEDULED BODILY INJURY(Per AUTOS AUTOS accident $ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accid nt e $ • UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ WC STA7 LIMU-S OTH- B WORKERS COMPENSATION 060523011(NJ) 01/01/2013 07/01/2013 X TORY IT ER B YIN AND EMPLOYERS'LIABILITY 060523219(WI) 01/01/2013 07/01/2013 $2,000,000 AtFYCER/MEMBERI EXCLUDED? 1\ NIA X 060522855(CA) 01/01/2013 07/01/2013 E.L.EACH ACCIDENT D (Mandatory I OFFICER/MEMBER F�CCLUDED? E.L.DISEASE-EA EMPLOYEE $2,000,000 (MandatorylnNH) 060522941(MA) 01/01/2013 07/01/2013 $2,000,000 E DESCRIPTIONunder 060523113(NY) 01/01/2013 07/01/2013 E.L.DISEASE-POLICY LIMIT E DESCRIPTION OF OPERATIONS below E 060523199(TX) 01/01/2013 07/01/2013 See attached Waiver of Subrogation in favor of certificate holder DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required):96P5 / CF7 RE:All Operations and Locations 'TriNet HR II,Inc.and TriNet HR V,Inc. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED County of Pitkin, Colorado BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE Y DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Brian Grefe 0233 E Airport Rd, Suite A AUTHORIZED REPRESENTATIVE Aspen, CO 81611 Aon Risk Services Northeast, Inc. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD @ 1988-2010 ACORD CORPORATION.All rights reserved. J / • WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule County of Pitkin, Colorado: 0233 E Airport Rd, Suite A Aspen CO 81611 TriNet Client Number: 96P5/CF7 Client Name: Quantum Secure, Inc. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective See Accompanying Certificate Policy No. Endorsement No. Insured:TriNet HR Corp. See Accompanying Certificate Premium$ and all its affiliates&subsidiaries Insurance Company:See Accompanying Certificate Counter Signed By WC 00 03 13 (Ed.4-84) ©1983 National Council on Compensation Insurance. ( n J BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective See Accompanying Certificate 12:01 AM forms a part of Policy No. See Accompanying Certificate Issued to TriNet HR, Corp.and all its affiliates&subsidiaries* By See Accompanying Certificate We have a right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be --- %of the total estimated workers compensation premium for this policy. Schedule County of Pitkin,Colorado 0233 E Airport Rd, Suite A Aspen, CO 81611 TriNet Client Number: 96P5/CF7 Client Name: Quantum Secure, Inc. WC 04 03 61 Countersigned by Q _12 (Ed. 11-90) uthorized Representative �f1 /7 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC420304A (Ed. 1-00) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule TriNet Client Number: 96P5/ CF7 Client Name: Quantum Secure,Inc. 1. (X)Specific Waiver Name of person or organization: County of Pitkin,Colorado 0233 E Airport Rd,Suite A Aspen, CO 81611 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective See Accompanying Certificate Policy No. Insured:TriNet HR Corp. Endorsement No. See Accompanying Certificate Premium$ and all its affiliates&subsidiaries Insurance Company:See Accompanying Certificate Counter Signed By WC420304A (Ed. 1-00)