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HomeMy WebLinkAboutbocc.con.amended.188.2013ARev. 08-30-11 jls COUNTY CLERK'S it/ CONTRACT COVERSHEET CONTRACT #: 188-2013A ORIGINATING DEPARTMENT: Airport PROCUREMENT OFFICER: Bj DeHerrera PHONE #: 4292850 PROJECT NAME: Security Software Support CONTRACTOR: KratOs DOLLAR AMOUNT: $9,800.00 LINE ITEM # 404.66.00000.82900 CONTRACT EXECUTION DATE: 6/1/2015 CONTRACT END DATE: 5/31/2016 AUTOMATIC RENEWAL: ❑ YES ® NO TERM: 06/1/2013-5/31/2014 ❑ 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 ❑ Employment ❑ License/Use ❑ Intergovernmental Agreement (Resolution Required) ❑ Lease ❑ Non -Profit ❑ Construction ❑ Quasi -Public (e.g.-AVH) ❑ Goods, Equipment, Supplies ❑ Grant Agreements (Notify Finance & Resolution Required) ❑ Other (e.g. revenue) ❑ Change Order/Contract Amendment (C/0: 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 ✓ ❑ If Page Left Intentionally Blank —Note on Page ✓ ® Page numbered consecutively ✓ ® All Original Signatures Affixed ✓ ® All Dates Filled In ✓ ❑ Special Instructions for Finance Department: ✓ ® Authorized Procurement Officer's Name: Bj ✓❑ All Other Blanks Filled In ✓® All Exhibits Attached ✓❑ All Legal Descriptions attached (j applicable) ✓❑ Notice of Award/Notice to Proceed Attached (if applicable) ✓❑ Warranty (if applicable) 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! MR Contract 9 188.2013A Budget Linc Item 8 404.66.00000,82900 COUNT'` CCJ./-,*( \P) Rev. 8,31.11 jao/fs �lilis s/3�/i� CHANGE ORDEWCONTRACT AMENDMENT Change Order Number: 188-2013A OWNER: Pitkin CountyAirpott 0233 E. Airport Road, Suite A Aspen, Colorado 81611 CONTRACTOR: Krutos Public Safety & Security Solutions, Inc. 7242 South Tuscon Way #180 Centennial, CO 80112 Contract # 188-2013 (the "Agreement") dated June 11, 2013 between the Board of County Commissioners of Pitkin County (the "County") turd Kratos Public Safety & Security (the "Contractor"), is hereby amended as follows: A .Som �T/®NS l MGA Description of Change_ Renewal extension until 5/31/2016 Replace Exhibit A on original contract with new attached exhibit A Reason for Chanee Replace exhibit A and extend the contract until May 31, 2016 Original Contract Price $ 9,800.00 Net Increase/Decrease in Contract Price (this change order) $ 0 *Total Adjusted Contract Price (including (his change order) $9,800,00 This change order extends the contract to May 31, 2016 In all other respects the Agreement is in full force and effect and remains unchanged by this 5/15/2015 tc aa`el=W. Fink, VP Contracts Date J Officer Dale *Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must have County Manager signature. KR01TOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC. 7242 SOUTH TUCSON WAY # 180 CENTENNIAL, CO 80112 PHONE: (303) 373.5535 FAX: (303) 373-5758 DATE: 05-11-2015 Aspen Pitkin Airport Preventatlue Maintenance Service Agreement Date: 05-11-2015 To: Aspen Pitkin Airport 0233 Airport Road Aspen, CO 81611 Phone: 970 429-2850 Attn: Bj DeHerrera Email: Bi.DeHerrera@,AspenAirport.com From: Doug Bonnell Kratos Public Safety & Security Solutions, Inc. 7442 South Tucson Way# 180 Centennial, CO 80112 Phone: 303 525-6852 Email: doug.bonnell@kratospss.com Kratos Public Safely & Security Solutions, Inc. (Kratos) is pleased to submit this Proposal for your consideration. Kratos Public Safety & Security Solutions hereby agrees to provide the Professional Services & Equipment as required for the Client at the location shown above, per the Services selected below, and as the included Kfatos Public Safety & Security Solutions Terms & Conditions hereinafter set forth. This Proposal is valid for 30 days from the above date. Service Protection Plan: (check one) ® Silver M -F 8:00am-4:30pm Excluding Holidays The Client agrees to pay Kratos In advance of services selected above Customer Selection: (check one) ® Silver M -F 8:00am-4:30pm M -F excluding Holidays O I elect to not choose a Service Protection Plan Term of Service Agreement: Year 1 Start date 05-15-201 End date 05-14-201 Payments: Monthly $ 816.66 Annual $ 9.800.0 KRTOS' System Service Agreement I Aspen Pitkin Airport It is agreed and understood by the parties that this agreement and its attachments constitutes the entire agreement between the parties. This agreement supersedes any previous agreement between the Client and Kratos Public Safety & Security Solutions. There are no verbal understandings, changing or modifying of any of the terms of this agreement. This contract may only be approved or changed in writing and signed by an authorized representative of Kratos Public Safety & Security Solutions as indicated below. The Client hereby acknowledges that he has read and understands the agreement, INCLUDING TERMS AND CONDITIONS, ON THE FOLLOWING PAGES, and PARTICULARLY PARAGRAPH #12. Client agrees to pay Kratos on a recurring basis as specified below: ❑ Quarterly 1/4 of the annual amount specified above ❑ Semi -Annually 1/2 of the annual amount specified above X Annually By signing this Agreement, you hereby authorize Kratos Public Safety & Security Solutions, Inc., ("Kratos") to perform the work as described in this agreement and agree to the terms and conditions described below. Please check the box below if your company provides a Purchase Order or Agreement for the work to be performed. ❑ We do not issue Purchase Orders Initials Date ❑ We do issue Purchase Orders (please attach with signed agreement) Approval Customer Signature Date Print Name Kratos Public Safety & Date Security Solutions Contracts Signature 1. Client authorizes Kratos Public Safely & Sewdty Solutions and Its agents and assigns to install the System and or provide Kratos Public Safety & Security Solutions Services al / for Clients Premises. If this Agreement Is not executed by an individual, Client represents and warrants that the person signing (his Agreement on behalf of Client has full power and authority to execute this Agreement on behalf of Client. This Agreement is assignable by Client with written consent of Kratos Public Safety & Security Solutions and a signed agreement by the party who Is assuming the obligations of the Client. This agreement of any portion thereof is assignable by Kratos Public Safety& Security Solutions at its sole option. 2. Where PREVENTATIVE MAINTENANCE Services are furnished, and as part of such mainlenanw, and at the time such maintenance is made, Kfalos Public Safely & Security Solutions will make all required adjustments of the apparatus necessary for its proper operation and or will advise Client of any maintenance or repairs necessary to the System. It a MATERIALS AGREEMENT Is not provided, It Is understood and agreed by Client that replacement cost of all materials, Including materials provided by Kfatos Public Safety & Security Solugons, shall be paid by Client to Kratos Public Safety & Secudty Solutions In accordancewith the terms and conditions in paragraph a. In the event that a MATERIALS AGREEMENT Is in effect and Kratos Public Safety & Secudty Solutions replaces materials not specified in the 'Schedule of Equipment', Client agrees to pay Kratos Public Safety & Security Solutions' prevailing rales for this service in addition to the replacement cast of all materials. All Preventative Maintenance will be performed during Kratos Public Safety & Security Solutions' normal business hours, Monday through Fdday, 7:30 AM to 4:00 PM. 3. Client understands that if MANUFACTURER SOFTWARE SUPPORT is provided, that this does not constitute Kralos Public Safety& Security Solutions to provide necessary labor to repair Client's system(s) Client agrees to pay Kratos Public Safety & Security Solutions on a time and material Client Initials Aspen Pitkin Airport It is agreed and understood by the parties that this agreement and its attachments constitutes the entire agreement between the parties. This agreement supersedes any previous agreement between the Client and Kratos Public Safely & Security Solutions. There are no verbal understandings, changing or modifying of any of the terms of this agreement. This contract may only be approved or changed in writing and signed by an authorized representative of Kratos Public Safety & Security Solutions as indicated below. The Client hereby acknowledges that he has read and understands the agreement, INCLUDING TERMS AND CONDITIONS, ON THE FOLLOWING PAGES, and PARTICULARLY PARAGRAPH #12. e -• Client agrees to pay Kralos on a recurring basis as specified below: ❑ Quarterly 1/4 of the annual amount specified above ❑ Semi -Annually 1/2 of the annual amount specified above X Annually By signing this Agreement, you hereby authorize Kratos Public Safety & Security Solutions, Inc., ("Kratos) to perform the work as described in this agreement and agree to the terms and conditions described below. Please check the box below if your company provides a Purchase Order or Agreement for the work to be performed. 1A We do not issue Purchase Orders Initials 5'/`i'/5 Date ❑ We do issue Purchase Orders (please attach with signed agreement) Kralos Public Safety & Date Print Name Security Solutions Contracts Signature +• : o o e 1. Client authorizes Kralos Public Safety & Security Solullons and its agents and assigns to Install the System and or provide Kralos Public Sarely & Security Solutions Services all for Clients Premises_ If this Agreement is not executed by an individual, Client represents and warrants that the person signing this Agreement on behalf of Client has full power and authority to execute this Agreement on behalf of Client. This Agreement is assignable by Client with written consent of Kratos Public Safely & Security Solutions and a signed agreement by the party who Is assuming the obligations of the Client This agreement of any portion thereof is assignable by Kralos Public Safety& Security Solutions at its sole option. 2. Where PREVENTATIVE MAINTENANCE Services are furnished, and as part of such maintenance, and at the time such maintenance is made, Kralos Public Safety & Security Solutions Avill make all required adjustments of the apparatus necessary for Its proper operation and/or will advise Client of any maintenance or repairs necessary to the System. It a MATERIALS AGREEMENT is not provided, It Is understood and agreed by Client that replacement cost of all materials, Including materials provided by Kratos Public Safety & Security Solutions, shall be paid by Client to Kralos Public Safety & Secudly Solutions In accordancewrith the terms and conditions in paragraph 0. In the event that a MATERIALS AGREEMENT is in effect and Kralos Public Safety & Secudly, Solutions replaces materials not specified in the 'Schedule of Equipment, Client agrees to pay Kralos Public Safety & Security Solutions' prevailing rates for this service in addition to the replacement cost of all materials. All Preventative Maintenance will be performed during Kratos Public Safety& Secudly Solutions normal business hours, Monday through Friday, 7:30 AM to 4:00 PM. 3. Client understands that if MANUFACTURER SOFTWARE SUPPORT Is provided, that this does not conslilule Kralos Public Safety & Security Solutions to provide necessa liallor to repair Client's system(s) Client agrees to pay Kratos Public Safety & Secunty Solutions on a time and material Client Initials 1 L Aspen Pitkin Airport basis at Kfalos Public Safety & Security Solugons' prevailing rales, unless a GOLD or SILVER SERVICE CONTRACT is In effect. In addition, If a MATERIALSAGREEMENT is not provided, it Is understood and agreed by Client that replacement cost of all materials, including materials provided by Kfatos Public Solely & Security Solutions, shall be paid by Client to Kfalos Public Safety & Security Solutions In accordance with the terms and conditions In paragraph S. In the event Kfalos Public Safely & Security Solutions replaces mate dais not specified In the 'Schedule of Equipment', Client agrees to pay Kralos Public Safety & Security Solutions' prevailing rates for this service in addition to the replacement cost of all matedals. Kralos Public Safety & Security Solutions makes no representations, promises, or warranties that there will be no interruption of service or delays In performing service. 4. Any HOSTING services provided hereunder are provided by a third -parry and Client specifically agrees that such hosting services are subject to the separate terms and conditions set forth in the Hosting Agreement of said third -party, a copy of which has been provided to Client. Client acknowledges and agrees [hot (I) Client has received a copy of such separate terms and conditions; (i) Client agrees to be bound by such terms and conditions; (iii) Kfatos Public Safety & Security Solutions Is not responsible for any actions or failures to act committed by said thlyd-party in connection with such hosting services; (v) any claim Client may have with respect to such hosting services shall be brought against said third -party and not against Kralos Public Safety & Security Solutions; and (v) KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS IS HEREBY RELEASED FROM (AND CLIENT SHALL INDEMNIFY AND HOLD KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS HARMLESS FROM) ANY CLAIMS, SUITS, ACTIONS, AND DEMANDS WHATSOEVER, IN LAW OR IN EQUITY, THAT CLIENT OR ANY OTI HER PERSON OR ENTITY CLAIMING THROUGH CLIENT MAY HAVE AGAINST KRATOS PUBLIC SAFETY is SECURITY SOLUTIONS IN CONNECTION WITH HOSTING SERVICES PROVIDED BY SAID THIRD - PARTY. 5. Any MONITORING services provided hereunder are provided by a third -party and Client specifically agrees that such monitoring services are subject to the separate terms and conditions set forth In the Subscriber Signal Monitoring Agreement of said lhlid-party. a copy of which has been provided to Client. Client acknowedges and agrees that (I) Client has received a copy of such separate terms and conditions; (it) Client agrees to be bound by such terms and conditions; (iii) K(atos Public Safely & Security Solutions is not responsible for any actions or failures to act committed by said third -party in connection with such monitoring services; (v) any claim Client may have with respect to such monitoring services shall be brought against said third -party and not against Kralos Public Safety & Security Solugons; and (v) KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS IS HEREBY RELEASED FROM (AND CLIENT SHALL INDEMNIFY AND HOLD KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS HARMLESS FROM) ANY CLAIMS, SUIT S, ACTIONS, AND DEMANDS WHATSOEVER, IN UAW OR IN EQUITY, THAT CLIENT OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH CLIENT MAY HAVE AGAINST KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS IN CONNECTION WITH MONITORING SERVICES PROVIDED BY SAID THIRD -PARTY. 6. Where a limited warranty or GOLD or SILVER SERVICE AGREEMENT is furnished, Kratos Public Safety & Security Solutions shall provide for the System(s) specified, except as listed below, all labor to repair System defects or breakdowns due to normal wear and tear. It Is the sole responsibility of Client to notify Kralos Public Safety & Security Solutions and request seMce as soon as Client is aware (hal the System Is In need of repair. It is mutually agreed and understood that all repairs of the System under the warranty or service agreement shall be performed between the hours of 7:30 AM and 4:00 PM excluding Saturdays, Sundays, and Holidays as recognized by the United Slates Government, unless a GOLD SERVICE AGREEMENT is in effect where Client shall receive priority response. In the event that services are required at times other than those provided for, Client agrees to pay Kratos Public Safety & Security Solutions' prevailing rates for such services unless a GOLD SERVICE AGREEMENT is in effect. If for any reason, Kratos Public Safely & Security Solutions determines that It Is not feasible to continue to provide a service agreement for sold System, Kralos Public Safely & Security Solutions shall notify the Client of the dale on which Kralos Public Safety & Security Solutions shall cancel the service agreement and reduce the monthly amount charged to the Client for sold service agreement and return any monies paid In advance to Client on a prorated basis. All other service being provided under this agreement shall remain in full effect In accordance with the terms or this agreement. To obtain service under this agreement, call or write Kratos Public Safely & Security Solutions. At Kralos Public Safely & Security Solutions' option, a fee maybe charged In the event that Client reports a defector mallucction and no defector malfunction exists. Some conditions not covered by warranty or a services agreement Includes but Is not limited to the following: A. Damage resulting from accidents, acts of God, alleralions, misuse, tampering or abuse to any System or Its components; B. Trouble In telephone line; C. Trouble due to Interruption of commercial pourer; D. Hard Drives, Camera tubes & VCR heads or cleaning; E. Batteries and power supplies: F. Printer ribbon or Ink cartridge replacements and adjustments 7. After the base warranty period has expired, and fora TIME AND MATERIAL SERVICE is provided, Kralos Public Safely & Security Solutions will at Client's request or upon PREVENTATIVE MAINTENANCE of said System(s) provide all necessary labor, pans and equipment to service and repair Client's system(s), pursuant to the leans and conditions herein, and Client agrees to pay Kralos Public Safety & Security Solutions on a time and material basis at Kratos Public Safely & Security Solugons' prevailing tales, unless a GOLD or SILVER SERVICE CONTRACT is in effect. Kratos Public Safety & Security Solutions makes no representations, promises, or warranties that there will be no interruption of service or delays In performing service. 8. The Client agrees that unless authorized by Kralos Public Safely & Security Solutions In writing. no person Including Client will be permitted to alter, attach to, remove, or tamper with the System or any Equipment which is covered under this Agreement and the Client will at all times safeguard the Equipment against loss ordamage. If the Client permits any other persons to alter, attach to, remove, or tamper with Kralos Public Safety & Security Solutions Equipment the Client at Kralos Public Safely & Security Solutions' option agrees to pay Kralos Public Safety & Security Solutions the full retail value of said System up receipt of Invoice. Client Is responsible for Insuring system for Its full replacement value win, Kralos Public Safely & Security Solutions named as lost payee, until system is paid In full. ,9. Client agrees that Kralos Public Safety & Security Solutions may increase or decrease the charge(s) for Kralos Public Safety & Security Solutions Services provided in this agreement at anytime or times after the expiration of one year. It is understood and agreed by the Client that said Increase shall not exceed 5% or the prevailing Inflation rale measured by the Consumer Price Index, whichever is greater. In the event a higher than staled rale Increase is proposed by Kailas Public Safety & Security Solutions, then Kratos Public Safety & Security Solutions must give Client written notice 30 days In advance of (he effective date of such increase. The Client may notify Kralos Public Safety & Security Solutions in writing within 20 days of (he effective date of such increase of Client's intention not to accept said increase at which time Kralos Public Safety & Security Solutions may elect to modify or adhere to said Increase. If Kralos Public Safety & Security Solutions elects to adhere to sold increase. Client may terminale services without penalty and Kratos Public Safety & Security Solutions may remove all Equipment owned by Kralos Public Safety & Security Solutions. 10. Client shall be responsible for any fees for permits and I or electrical inspections required by the municipality where Cltenl is located unless specified in the'Schedule of Equipment'. Client agrees to pay, In addition to the services charges above, any false alarm assessments, license requirements, taxes, fees or charges that are Imposed by any government body relating to the Installation or service provided under Agreement and to pay any Increase In charges to Kratos Public Safety & Security Solutions for any telephone or other facilities required for transmission of signals under Ihisagreement. These charges shall be due and payable upon receiplof invoice by Client- llenl11. 11.Client understands and agrees (hal Client Is paying Kralos Public Barely & Security Solutions for the installation and service of the System only, and not for the Insurance of Client's premises. Client further understands that Kralos Public Barely & Security Solutions is not an Insurer and that Insurance covering personal and commercial property, including death, or damage to or use of personal or real property in, about or to aforealaled premises shall be ob(aine nl. the amount payable to Kratos Public Safety & Security Solutions hereunder is based only upon the value of the Client Initials l Aspen Pitkin Airport services and the amount of damages as provided herein. Kralos Public Safety8 Security Solulions makes no guarantee, representation or warranty, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. Client understands and is aware that no alarm, Including the services provided by Kralos Public Safety & Security Solutions, can guarantee the prevention of loss, and that human error on the part of Kratos Public Safety& Security Solutions, its agents, servants, employees, suppliers or subcontractors, or any municipal authorities is always possible. EXCEPT AS MAYBE PROVIDED ELSEWHERE IN THIS AGREEMENT, IT IS NOT THE INTENTION OF THE PARTIES THAT KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS ASSUME THE RESPONSIBILITY FOR ANY LOSS DUE TO KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS'S NEGLIGENT PERFROMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR FOR ANY LOSS OR DAMAGES SUSTAINED THROUGH BURGLARY, THEFT, FIRE OR ANY OTHER CAUSE. Because of the nature of the services to be performed, it Is Impractical and extremely difficult to fix the amount of damages, if any, which may proximately result from the failure on the part of Kralos Public Safety & Security Solutions, municipal authorities, or the System to perform in accordance with this agreement. Therefore, service or the sum of two hundred and fifty dollars ($250.00), whichever Is greater and this liability shall be complete and exclusive. In the event that Client vdshes Kralos Public Safety & Sewrity Solutions to Increase the amount of limited liability. Client may, as a matter of night, obtain from Kralos Public Safety & Security Solutions a higher limit by paying an additional amount proportional to the Increase In damages, but such higher limitation shall in noway be Interpreted to hold Kralos Public Safety & Security Solutions as an insurer. Client agrees to and shall Indemnify and hold harmless Kratos Public Safety & Security Solutions, its officers, employees, agents, servants, supplies and subcontractors for and against any claims, suites, losses, demands, and expenses, arising from death or Injury to any person or any other harm to any person or property, real or personal whether caused by the negligence of Kratos Public Safety & Security Solutions, Its officers, agents, employees, or any other cause, which results In anyway from the failure on the part of Kralos Public Safety & Security Solutions to perform any of its obligations or from the failure of the System to operate properly. 12. (a) Upon violation or breach by Client of any of the covenants or agreements herein contained or in the event of a failure to meet a scheduled payment of any of the charges due and payable by Client for this Inslaftation and / or Kratos Public Safety & Security Solutions Service, Kralos Public Safety & Security Solutions may, at IIs option, suspend all or part of the services hereunder and render any Equipment inoperative and removed any and all of its Equipment from the Client's premises. The suspension, removal or rendering inoperative of any services or Equipment, shall not be held to constitute a waiver of the rights of Kralos Public Safety & Security Solutions to collect all charges then accrued or thereafter accruing including the complete remaining balance of the agreement plus court cost, actual attorney fees Incurred, and Interest at 1.5% pot month. The entire unpaid indebtedness in this paragraph, shall at the option of Kralos Public Safety & Security Solutions, become immediately due and payable. (b) KRATOS PUBLIC SAFE IY & SECURI I Y SOLUTIONS SHALL HAVE THE RIGHT TO CONFESS JUDGEMENT FOR THE ENTIRE AMOUNT OF THE CONTRACT PRICE PLUS ALL FINANCE CHARGES, IF ANY, COURT COST, ACTUAL ATTORNEY FEES INCURRED, IN COLLECTION AND INTEREST, AND CLIENT HEREBY IRREVOCABLY AUTHORIZES ANY PROTHONATARY, CLERK OF THE COURT OR ATTORNEY TO APPEAR FOR AND CONFESS JUDGEMENT AGAINST CLIENT IN FAVOR OF KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS PURSUANT TO THE COURTS RULES OF CIVIL PROCEDURE AND WITH PRIOR NOTICE TO CLIENT. (c) IN THE EVENT OR DEFAULT OF CLIENT, KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS SHALL HAVE THE RIGHT TO ENTER AND CONFESS JUDGEMENT IN CONVERSATION AND I OR REPLEVIN FOR IMMEDIATE POSSESSOIN OF ITS EQUIPMENT. THE CLIENT HEREBY IRREVOCABLY AUTHORIZES ANY PROTHONATARY, CLERT OF THE COURT OR ATTORNEY TO APPEEAR FOR AND CONFESS JUDGEMENT AGAINST CLIENT IN FAVOR OF KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS IN ANY ACTION CONVERSION AND I OR REPLEVIN INSTITUTED BY KRATOS PUBLIC SAFETY SECURITY SOLUTIONS TO RECOVER POSSESSION OF ITS EQUIPMENT FOR WHICH AN AFFADAVIT OF DEFAULT BY KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS AND THIS AGREEMENT SHALL BE HIS SUFFICIENT WARRANT. UPON THE ENTRY OF JUDGEMENT AND CONVERSION AND/ OR REPLEVIN FOR POSSESSION A WRIT OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT BOND AND WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER. 13. Upon termination of monitoring services for any reason, Client agrees to pay Kratos Public Safety & Security Solutions at prevailing rates to disconnect and / or render the System incapable of communicating with Its monitoring center. If Client prevents Kratos Public Safety & Sew thy Solutions from exercising Its rights under this section, Client agrees to pay the sum of ($50.00) for each signal from the premises received by the monitoring, plus all damages, losses, cost of expenses including, without limitation, actual attorneys' fees and court cost incurred by Kratos Public Safely & Security Solutions In any action at law or in equity arising out of receipt of such signals or to render System Incapable of communicating with Kratos Public Safety & Security Solulions monitoring center. 14. In the event any authority requires changes in the premises, or the Client by his own act or acts, makes changes in any way of remodeling of otherwise, and such changes necessitate work on the pad of Kratos Public Safely & Sewrity Solutions by way of repairs, relocation or otherwise, Client shall pay for said work in accordance with Kratos Public Safety & Security Solutions' prevalling rales on a time and materials basis for such work and such additional annual service charges as applicable. 15. All notices required or permitted hereunder shall be sent by first class mail, sufficient postage prepaid, addressed to the respective addresses for the parties set forth in the heading of this Agreement, or to such other address as Kralos Public Safety & Security Solutions or shall notify the other in writing. 10. This Agreement shall be governed by and construed in accordance with the Imus of the State of Delaware, without regard to any conflict of law provisions thereunder. Client expressly agrees and consents to the exclusive jurisdiction of the federal and stale courts located in Wilmington, Delaware with respect to all disputes arising from or related to this Agreement. 17. Kratos Public Safety& Sewrity Solutions reserves the right upon award of anew Service Agreement to perform an inspection on any and all existing equipment to establish the equipment's present condition. Any equipment found to be inoperative will be repaired on a time & materials basis 18. The owner shall provide unobstructed access to all areas containing serviced equipment. 19. This agreement shall renew automatically if not specifically terminated in accordancevdth the following provisions. Client agrees to notify the Kratos in writing at least I&g) calendar days prior to the end of the initial term of its intent not to renew [his agreement. Should Client fail to provide Kralos a nom renewal notice this agreement shall automatically renew on an annual term renewal basis after expiration of the Initial term. Anysuch renewal on an annual basis shall be on the same terms and conditions contained herein unless modified and agreed to in writing by the parties in advance. 20. This document contains data proprietary to Kralos Public Safely & Security Solutions Inc., which submits the dowmant In confidence with the understanding that such data shall not be duplicated, used, or disclosed—in whole or in part—for any purpose without the prior, written consent of Kralos Public Safety & Security Solutions Inc.. The customer is Implicitly authorized to reproduce pages for evaluation of this proposal of to excerpt pages or information for Incorporation Into customer briefings, proposals, el cetera that endorse the products and services of Kratos Public Safety & Security Solutions Inc. Client Initials Aspen Pitkin Airport services and the amount of damages as provided herein. Kratos Public Safety & Security Solutions makes no guarantee, representation or warranty. Including but not limited to any implied warranty of merchantability or fitness for a particular purpose. Client understands and is aware that no alarm. Including the services provided by Kralos Public Sarety & Security Solutions, can guarantee the prevention of loss, and that human erroron the part of Kratos Public Safety & Security Solutions, its agents, servants, employees, suppliers or subcontractors, or any municipal authod6os is always possible. EXCEPT AS MAYBE PROVIDED ELSEWHERE IN THIS AGREEMENT, IT IS NOT THE INTENTION OF THE PARTIES THAT KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS ASSUME THE RESPONSIBILITY FOR ANY LOSS DUE TO KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS'$ NEGLIGENT PERFROMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR FOR ANY LOSS OR DAMAGES SUSTAINED THROUGH BURGLARY, THEFT, FIRE OR ANY OTHER CAUSE. Because of the nature of the services to be performed, it is impractical and extremely difficult to fix the amount of damages, if any, which may proximately result from The failure op the part of Kratos Public Sorely & Security Solutions, municipal authorities, or the System to perform in accordance with this agreement. Therefore, service or the sum of two hundred and fifty dollars (8250.00), whichever Is greater and this liability shall be complete and exclusive. In the event that Client %Ashes Kratos Public Sorely & Security Solutions to increase the amount of limited liability, Client may, as a matter of right, obtain from Kratos Public Sarety & Security Solutions a higher limit by paying an additional amount proportional to the Increase In damages, but such higher limitation shall in no way be interpreted to hold Kratos Public Safety & Security Solutions as an Insurer. Client agrees to and shall indemnify and hold harmless Kratos Public Safety& Security Solutions, its officers, employees, agents, servants, supplies and subcontractors for and against any claims, suites, losses, demands, and expenses, arising from death or Injury to any person or any other harm to any person or property, real or personal whether caused by the negligence of Kratos Public Safety & Security Solutions, Its officers, agents, employees, or any other cause, which results In anyway from the failure on the part of Kratos Public Sorely & Security Solutions to perform any of its obligations or from the failure of The System to operate properly. 12. (a) Upon violation or breach by Client of any of the covenants or agreements herein contained or in the event of a failure to meet a scheduled payment of any of the charges due and payable by Client for this installation and / or Kfatos Public Safety & Security Solutions Service, Kralos Public Safety & Security Solutions may, at its Option, suspend all or pad of the services hereunder and render any Equipment Inoperative and removed any and all of its Equipment from the Client's premises. The suspension, removal or rendering Inoperative of any services or Equipment, shall not be held to constitute a waiver of the rights of Kratos Public Safety & Security Solutions to collect all charges then accrued or thereafter accruing including the complete remaining balance of the agreement plus court cost, actual attorney fees incurred, and Interest at 1.6% per month. The entire unpaid Indebtedness in this paragraph, shall at the option of Kralos Public Safety & Security Solutions, became Immediately due and payable. (b) KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS SHALL HAVE THE RIGHT TO CONFESS JUDGEMENT FOR THE ENTIRE AMOUNT OF THE CONTRACT PRICE PLUS ALL FINANCE CHARGES, IF ANY, COURT COST, ACTUAL ATTORNEY FEES INCURRED, IN COLLECTION AND INTEREST, AND CLIENT HEREBY IRREVOCABLY AUTHORIZES ANY PROTHONATARY, CLERK OF THE COURT OR ATTORNEY TO APPEAR FOR AND CONFESS JUDGEMENT AGAINST CLIENT IN FAVOR OF KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS PURSUANT TO THE COURTS RULES OF CIVIL PROCEDURE AND WITH PRIOR NOTICE TO CLIENT. (c) IN THE EVENT OR DEFAULT OF CLIENT, KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS SHALL HAVE THE RIGHT TO ENTER AND CONFESS JUDGEMENT IN CONVERSATION AND /OR REPLEVIN FOR IMMEDIATE POSSESSOIN OF ITS EQUIPMENT. THE CLIENT HEREBY IRREVOCABLY AUTHORIZES ANY PROTHONATARY, CLERT OF THE COURT OR ATTORNEY TO APPEEAR FOR AND CONFESS JUDGEMENT AGAINST CLIENT IN FAVOR OF KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS IN ANY ACTION CONVERSION AND/ OR REPLEVIN INSTITUTED BY KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS TO RECOVER POSSESSION OF ITS EQUIPMENT FOR WHICH AN AFFADAVIT OF DEFAULT BY KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS AND THIS AGREEMENT SHALL BE HIS SUFFICIENT WARRANT. UPON THE ENTRY OF JUDGEMENT AND CONVERSION AND/ OR REPLEVIN FOR POSSESSION A WRIT OF -- ---- -POSSESSION MAY ISSUE FORTHWITH, WITHOUT BOND AND. WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER.___._ __._ 13. Upon leonlnatlon Of monitoring services for any reason, Client agrees to pay Kralos Public Safety & Security Solutions at prevailing rales to disconnect and / of render the System incapable of communicating with Its monitoring center. II Client prevents Kralos Public Safety & Security - - - — Solutions from exercising its fights under this section, Client agrees to pay the sum of ($50.00) for each signal from the premises received by the monitoring, plus all damages, losses, cost of expenses Including, without limitation, actual attorneys' fees and court cost incurred by Kralos Public Safety & Security Solutions in any action at law or in equity arising out of receipt of such signals or to render System Incapable of communicating will Kratos Public Safety & Security Solutions' monitoring center. 14. In the event any authority requires changes in the premises, or the Client by his own actor acts, makes changes In any way of remodeling or otherwise, and such changes necessitate work on the pad of Kratos Public Safety & Security Solutions by way of repairs, relocation or otherwise, Client shall pay for said work In accordance with Kratos Public Safety & Security Solutions' prevailing rates on a time and materials basis for such work and such additional annual service charges as applicable. 15. All notices required or permitted hereunder shall be sent by first Gass mail, sufficient postage prepaid, addressed to the respecuve addresses for the parties set forth in the heading of this Agreement, or to such other address as Kratos Public Safety & Security Solutions or shall notify the other in writing. 10. This Agreement shall be governed by and construed In accordance with the laws of the Stale of Delaware• vAlhout regard to any conflict of law provisions thereunder. Client expressly agrees and consents alhe exclusive jurisdiction of the federal and stale courts totaled in Wilmington, Delaware with respect to all disputes arising from or related to this Agreement. 17. Kralos Public Safely& Security Solutions reserves the right upon award of anew Service Agreement to perform an inspection on any and all existing equipment to establish the equipment's present condition. Any equipment found to be inoperative wAli be repaired on a time & materials basis 19. The owner shall provide unobstructed access to all areas containing serviced equipment 19. This agreement shall renew automatically if not specifically terminated In accordance with the following provisions. Client agrees to notify the Kratos inventing at least [601 calendar days prior to the end of the Initial term of its intent not to renew this agreement. Should Client fail to provide Kratos a non -renewal noticethis agreement shall automatically renew on an annual term renewal basis after expiration of the Initial term. Anysuch renewal on an annual basis shall be on the same terms and conditions contained herein unless modified and agreed to in writing by the parties in advance. 20. This document contains data proprietary to Kratos Public Safely & Security Solutions Inc., vfiich submits the document in confidence frith the understanding that such data shall not be duplicated, used, or disclosed—In whole or in part—for any purpose vAthoul the prior, written consent of Kmtos Public Safety & Security Solutions Inc.. The customer Is implicitly authorized to reproduce pages for evaluation of this proposal or to excerpt pages or information for incorporation Into customer briefings, proposals, at cetera that endorse the products and services of Kralos Public Safety & Security Solutions Inc. Client Initials Aspen Pitkin Airport - Z ALTRONIX TRI -ED Grainger ALTRONIX IML GE SECURITY IML IML IML IML IML IML IML IML Vail Lock and Key Vail Lock and Key AL6000LACM TRI-BD127 4KP27 RBST HID 6005 bk 1078CW-M Detex 03AN x 693 Keedex KDL-B LCN 4040XP- 3049EDA GKL B1D SCH ND82PD RHO x 626 Adams Rite 7400 x 313 Don Jo BF161 LCN 3049EDA 6AMP UL LISTED POWER SLIPPY WITH ACM8 Battery, 12V, 7AH, Sealed Lead Acid, Backup Battery, For Acces J -BOX FOR RELAY OR SMALL BOARDS 12VDC Relay Module Prox Point mini mullion reader Brown Magnetic Contact, Steel Door, Recessed, 3/4" Diameter, Wide Gap w/ Wire Leads, Wide Gap, SPDT, 3/4" Gap Size, Detex Delayed Egress Trim Narrow stile Door Cord LCN 4000 series Super smoothie x duro w Hold Open Extra Duty aArm GKL Door modification kit x duro Mechanical Institutional Lever (Locked both sides) 2 3/8" Backset Electric Strike 2 1/8" Hole Filler Primer finished LCN Hold Open Extra Duty Arm 20C20OS126(XXX) Medeco Logic KIK/L cylinders for Schlage ND82PD Double Sided 10C0400H26(XXX) Medeco Logic KI WL Rim cylinders for Detex delayed egress Client Initials /�7%/// ACCESS CONTROL older system SWH CCure800 server model 10 version 9. 1.0 Fargo 550 Badge printer SWH APC controller APC Controller (8 door) SWH APC/8x controller (gate 7 and parking area) SWH APC Lite 2 door SWH Star Coupler board SWH RM -4 reader board GE Ss710D feeds to parking area APXJ8x HID thinline II reader HID Prox Pro reader Lantronix UCD-1100 converter misc strikes/ maglocks, 1 lockbox Alarmsaf lock power supplies ALTRONIX TRI -ED Grainger ALTRONIX IML GE SECURITY IML IML IML IML IML IML IML IML Vail Lock and Key Vail Lock and Key AL6000LACM TRI-BD127 4KP27 RBST HID 6005 bk 1078CW-M Detex 03AN x 693 Keedex KDL-B LCN 4040XP- 3049EDA GKL B1D SCH ND82PD RHO x 626 Adams Rite 7400 x 313 Don Jo BF161 LCN 3049EDA 6AMP UL LISTED POWER SLIPPY WITH ACM8 Battery, 12V, 7AH, Sealed Lead Acid, Backup Battery, For Acces J -BOX FOR RELAY OR SMALL BOARDS 12VDC Relay Module Prox Point mini mullion reader Brown Magnetic Contact, Steel Door, Recessed, 3/4" Diameter, Wide Gap w/ Wire Leads, Wide Gap, SPDT, 3/4" Gap Size, Detex Delayed Egress Trim Narrow stile Door Cord LCN 4000 series Super smoothie x duro w Hold Open Extra Duty aArm GKL Door modification kit x duro Mechanical Institutional Lever (Locked both sides) 2 3/8" Backset Electric Strike 2 1/8" Hole Filler Primer finished LCN Hold Open Extra Duty Arm 20C20OS126(XXX) Medeco Logic KIK/L cylinders for Schlage ND82PD Double Sided 10C0400H26(XXX) Medeco Logic KI WL Rim cylinders for Detex delayed egress Client Initials /�7%/// 14 ACCESS READER ADD oct 2013 16 readers 64 MB RAM General Controller Module II with two Access SoftwareHouse STAR016W-64A Control Module II for up to 16 readers (Wiegand or RM) SoftwareHouse AS0063-00 apS enclosure power supply single 17AH battery SoftwareHouse CGSM80-10S Standard Service for C CURE 800 Model 10 SoftwareHouse CCSM80-V C•CURE 800 Badging Client Uplift ALTRONIX TRI -ED Grainger ALTRONIX IML GE SECURITY IML IML IML IML IML IML IML IML Vail Lock and Key Vail Lock and Key AL6000LACM TRI-BD127 4KP27 RBST HID 6005 bk 1078CW-M Detex 03AN x 693 Keedex KDL-B LCN 4040XP- 3049EDA GKL B1D SCH ND82PD RHO x 626 Adams Rite 7400 x 313 Don Jo BF161 LCN 3049EDA 6AMP UL LISTED POWER SLIPPY WITH ACM8 Battery, 12V, 7AH, Sealed Lead Acid, Backup Battery, For Acces J -BOX FOR RELAY OR SMALL BOARDS 12VDC Relay Module Prox Point mini mullion reader Brown Magnetic Contact, Steel Door, Recessed, 3/4" Diameter, Wide Gap w/ Wire Leads, Wide Gap, SPDT, 3/4" Gap Size, Detex Delayed Egress Trim Narrow stile Door Cord LCN 4000 series Super smoothie x duro w Hold Open Extra Duty aArm GKL Door modification kit x duro Mechanical Institutional Lever (Locked both sides) 2 3/8" Backset Electric Strike 2 1/8" Hole Filler Primer finished LCN Hold Open Extra Duty Arm 20C20OS126(XXX) Medeco Logic KIK/L cylinders for Schlage ND82PD Double Sided 10C0400H26(XXX) Medeco Logic KI WL Rim cylinders for Detex delayed egress Client Initials /�7%/// Aspen Pitkin Airport Customer Signature Date Kratos Public Safety & Date Security Solutions Signature Print Name Print Name KRIATOS" System Service Agreement Aspen Pitkin Airport Kratos Public Safety & Date Print Name Security Solutions Signature system Agreement IF