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HomeMy WebLinkAboutbocc.con.291.2016 contract ffLy1-tulb Budget Line Item#404.66.0000.82900 piCKIN Pitkin County CouNT' Contract Cover Sheet Please complete the Contract Cover Sheet when the contract is completed and signed by Contractor and Pitkin County Project Manager. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement (procurement_helpa,pitkincounty.com). Any contracts$50,000 and over will be routed for signatures to County Manager and Attorney's Office(if required)by Procurement&Contracts Manager. Contract Information Contract Number 291-2016 Project Name Security Maintenance Contractor Kratos Budget Line Item 404.66.00000.82900 Additional Budget Line Item(s) Click here to enter text. and special notes to Finance Contract Start Date 9/1/2016 Contract End Date 8/31/2017 Automatic Renewal Yes ❑ No El If Construction: Retainage Click here to enter text. If this is a new contractor,please request they complete and submit to Finance a W-9 Form. Contact Information: Department Airport Project Manager Mike Yaft Project Manager 970-429-2850 Phone Provide a brief description of the contract: Security License and Warranty agreement Contract Value Summary: Contract Amount $9800.00 annually This Change order/Amendment amount(if applicable) New Contract Total Procurement Method: None ❑ Informal►5 Formal ❑ Sole Source ❑ Emergency❑ Contract Renewal ❑ Contract Type: Services/Maintenance ® Construction ❑ Goods,Equipment, Supplies ❑ Change Order/Amendment❑ Other,please explain❑ Click here to enter text. NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST. Contract#291-20168900 73.C: Rev.8.31.11 jaaljs Budget Line Item# H0`1'CG S' 2/6/20121m cp#IIK IN • 0U N CONTRACT FOR PROVISION OF SERVICES Security Maintenance THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ("County")and(Kratos Public Safety&Security Solutions,Inc. 7242 South Tuscon Way# 180 Centennial,CO. 80112 (hereinafter"Contractor"). 1. Term. The term of this contract is from 09/01/2016 to 08/31/2017 At the expiration of the initial term, the contract may be extended for 3 additional I (one) year terms by the express written consent of both parties. - _. 2. Contractor's Obligations. Contractor shall: See Exhibit A 3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph 2. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of $_9800.00 annually for all services rendered. By contract or amendment, the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours worked, with payment expected within thirty (30) days of invoice, but any payment by the County may be offset by any amount the Contractor owes the County for any reason. 4. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this contract shall be the property of the County. However, Contractor shall have the right to utilize such documents in the course of its marketing, professional presentations, and for other business purposes. Contractor assigns to County the copyrights to all work prepared, developed, or created pursuant to this contract, including the right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to display the work publicly. Contractor shall have right to use materials produced in the course of this contract for marketing purposes and professional presentations, articles, speeches and other business purposes. 5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County Representative. Mike Yaft will manage the project as the County's Representative. In the event that Mike Yaft is not available, Jennifer Mitchley shall assume the County Representative's duties. The services provided and products delivered by the Contractor under 1 Contract#291-2016 Rev. 8.31.11 jaa/js Budget Line Item# 2/6/20121m this contract will be subject to review by the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final payment. 6. Termination Prior to Expiration of Contract Term. The County has the right to terminate this contract, with or without cause, by giving written notice to the Contractor of such termination and specifying the effective date thereof. Such notice shall be given at least ten(10) days before the effective date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of termination. Notwithstanding the above, Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the contract by the Contractor. 7. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent contractor. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Contractor is not required to offer his services exclusively to Pitkin County under this contract. Contractor may choose to work for other individuals or entities during the term of this contract, provided that the basic services and deliverable products required under this contract are submitted in the manner and on the schedule defined under this contract. C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor's .obligationsunder this contract. D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state,FICA and other income taxes. 8 Assignability. This contract is not assignable by either party. Any use of subcontractors by the Contractor for performance of this contract must be accepted in writing by the County. 9. Binding Arbitration. Any disputes arising out of this contract shall be subject to binding arbitration. The parties agree that any disputes concerning the terms and conditions of this contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association and shall be presided over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall be awarded to the substantially prevailing party. 2 Contract#291-2016 Rev.8.31.11 jaa/js Budget Line Item# 2/6/2012 1m 10. Severability. In the event that any provision of this contract shall be held to be invalid or unenforceable,the remaining provisions of this contract shall remain valid and binding upon the parties hereto 11. Integration and Modification. A. This contract represents the entire and integrated contract between the County and the Contractor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and the Contractor. B. The County may, from time to time, request changes in the scope of services of the Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this contract. 12. Indemnity. A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project,hereinafter referred to as indemnitee, from all suits and claims, including attorney's fees and cost of litigation, actions, loss, damage, expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes,ordinances,regulation,law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract,the Contractor agrees to waive all rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. B. The Contractor further shall investigate,process,respond to,adjust,provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless,false or fraudulent. 13. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives,employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. 3 Contract#291-2016 Rev.8.31.11 jaa/js Budget Line Remit 2/6/20121m The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration,or types. A. Coverage and Limits of Insurance: Contractor shall provide coverage with limits of liability not less than those stated below. An umbrella and/or excess liability policy may be used to 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 against the County. b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such contractor or subcontractor executes the appropriate Work Comp Waiver form. Minimum Limits: Coverage A(Workers' Compensation) Statutory Coverage B(Employers Liability) $ 500,000 $ 500,000 $ 500,000 2. Commercial General Liability 'ISO 1CG 0001 form or equivalent (With County named additional insured) Minimum Limits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage(Any One Fire) $ 50,000 Medical Payments(Any One Person) $ 5,000 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 4 Contract#291-2016 Rev.8.31.1 I jaa/js Budget Line Item# 2/6/2012 I • 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) • The policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above: "County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by,or on behalf of the Contractor,including completed operations". 3. Auto Liability: Bodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of this Contract. Minimum Limits: Bodily Injury/Property Damage(Each Accident) $ 1,000,000 4. Special Coverages (check as appropriate and insert amount): ❑(1)Performance Bond $ ❑ Labor and Material $ ❑Payment Bond $ 0(2)Professional Errors and Omissions 1:1(3)Aircraft Liability 0(4)Owner's Protective .. .... .......... ...... .... ..... ......................... 0(5)Builder's Risk 0(6)Boiler and Machinery n(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 shall provide the required coverage and shall not be suspended, voided or canceled except after thirty (30) days prior written notice has been given to the County, except when cancellation is for non-payment of premium, then ten(10) days prior notice may be given. Such notice shall be sent directly to (County Representative's Name & Address). If the insurance carrier will not provide the required notice, the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days of receipt of insurers' notification to that effect. Simultaneously with the Certificates of Insurance, the Contractor shall file with the Procurement Officer a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. 5 Contract#291-2016 Rev. 8.31.11 jaa/js Budget Line Item# 2/6/2012 Im 2. In addition,these Certificates of Insurance shall contain the following clauses: a. The contractor's insurance shall be primary and non-contributory with any insurance or self insurance purchased by the County. b. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. c. Any and all deductibles or self insured retentions in the above- described insurance policies shall be assumed by and be for the amount of,and at the sole expense of the Contractor. d. Location of operations shall be:"all operations and locations at which work for the referenced Project is being done." 3. Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 4. The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract. 14. Exemptions and Preferences. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K. 15. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relatingto this contract for a period of.three ... . (3)years after final payment under the contract and the County shall have the right within the three (3) year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times,for the purpose of determining,by accepted accounting and auditing standards,compliance with all provisions of the contract and applicable law. 16. Contract Made in Colorado. The parties agree that this contract was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. 18. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further,nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any 6 Contract#291-2016 Rev. 8.31.11 jaa/js Budget Line Item# 2/6/2012 im person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 19. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under 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. 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: Mike Yaft Pitkin County Attorney's Office 0233 E. Airport Rd. 530 E.Main Street,#302 Aspen, Colorado 81.611......_. . Aspen,..Colorado..8.1611 Fax: 970-920-5378 Fax: (970)920-5198 B. To Contractor: Kratos Public Safety & Security Solutions, Inc. 7242 South Tuscon Way# 180 Centennial, CO. 80112 FAX 303-373-5758 21. 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 ___ __._._..P Il3I..laCONTRACTS_FOR.SRR.VICES. CRS 68-17,5-101. CNot.Apvlicable to agreements ..«.,,"�-.-�:.g'�s•sv-s -�y�t� ti�F Y•dr'�'S`"3�3"�i �.-t'- F- Fra ' Y r-'. �:_:.--_ _x r i a.raw�is�c�s` fti vJ � s�Crs�s�'�»vv, L�.t �►sv#iJ- .?. ��,-..'13?"•C1'.:.L�:�:�:+YCI„ �.,1�'=':�.. -�:.« 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 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 7 Contract#291-2016 Rev. 8.31.11 jaa/js Budget Line Item# 2/6/2012 Im 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: Digitally 6gned by MICHAEL FINK MICHAEL FINK ON:VenS,n,Inc.Gavemm7;ou=ECA ou=VeriSign,Inc.au=Kratos Technology and Training Solutions Inc.,cn=MICHAEL FINK By: Date 2016.092215:404-One Michael W.Fink Title V.P. Contracts _ 9/22/16 Date PITKIN COUNTY, COLORADO: By: (Au orized Signer //i te 8 Contract#291-2016 gat/CO -73,9 Budget Line Item#404.66.00000.8 9A& EXHIBIT A K R igTO S 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: 09-01-2016 Aspen Pitkin Airport Preventative Maintenance Service Agreement Date: 09-01-2016 From: Maria Visalli To: Aspen Pitkin Airport Kratos Public Safety& Security 0233 Airport Road Solutions, Inc. Aspen, CO 81611 7442 South Tucson Way# 180 Phone: 970-429-2850 Centennial, CO 80112 Attn: Michael Yaft Phone: 303 525-6852 Email: mike.yaft@aspenairport.com Email: maria.visalli@kratospss.com Kratos Public Safety&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 Kratos Public Safety&Security Solutions Terms&Conditions hereinafter set forth. This Proposal is valid for 30 days from the above date. Services Service Plan (Scope of Work) : Call 925-201-5390 for service ® Silver Contract Dates 09-01-2016 to 08-31-2017 • Service is provided during normal business hours 8:OOam-4:30pm Monday through Friday excluding KPSS holidays • Parts and Labor are included. Equipment may be excluded due to age, obsolescence, or probability of excessive 'wear and tear" • Manufacture warranty applies on replacement parts • Next Business Day Priority Response • Software support from the manufacturer on the client's access control Software House System ID 8-80478 Standard Support Plan 8/31/2016-8/31/2017 • Kratos labor to install manufacturer's upgrades and patches on a semi-annual basis • Annual PMI is included with this service level • Additional Service:T&M rate listed below Calls deemed emergent by director of security or their designee that require response within 4 hour are billed as T&M labor only unless part is not listed on the current material list. KRlTOSSystem Service Agreement PUIUIC SAFETY I SECURITY SOLUTIONS,INC, Contract#291-2016 Budget Line Item#404.66.00000.82000 EXHIBIT A Aspen Pitkin Airport T&M service rates: *Service Technician Port to Port charge Monday—Friday 8AM—5:00PM $120.00 per hour with a Two hour minimum $60.00 each half hour After hours (Emergency) Port to Port charge Monday—Friday(Before 8:00AM or after 5:00PM) Saturday and Sunday $180.00 per hour with a Four hour minimum $90.00 each half hour Holidays(Emergency) Port to Port charge $240.00 per hour with a Four hour minimum $120.00 each half hour *Programmer or Engineer Port to Port charge Monday—Friday 8AM—5:00PM) $155.00 per hour with a One hour minimum $77.50 per each half hour After hours(Emergency) Port to Port Charge Monday—Friday(Before 8:00AM or after 5:00PM) Saturday and Sunday $232.50 per hour with a Four hour minimum $116.25 per each half hour Holidays (Emergency) Port to Port Charge $310.00 per hour with a Four hour minimum $155.00 each half hour Client Initials Contract#291.2016 Budget Line Item# EXHIBIT A Aspen Pitkin Airport Service Agreement Pricing The Client agrees to pay Kratos in advance of services selected above Customer Selection: © Silver with T&M for emergent calls for all emergent labor and parts not listed on this contract. • The agreed amount is for a user license fee • The agreed amount is for parts warranty 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. Billing Schedule Client agrees to pay Kratos on a recurring basis as specified below: Contract Dates 09-01-2016 to 08-31-2017 X Annually in the amount of$9,800.00 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 Client Initials Contract#291.2016 BudAf�ipQ q#Pitkin Airport EXHIBIT A System Service Agreement Terms & Conditions 1.Client authorizes Kratos Public Safety&Security Solutions and its agents and assigns to install the System and or provide Kratos Public Safety& Security Solutions Services at/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 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 maintenance,and at the time such maintenance is made, Kratos Public Safety&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. If 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 Kratos Public Safety&Security Solutions in accordance with the terms and conditions in paragraph 8. In the event that a MATERIALS AGREEMENT is in effect and Kratos Public Safety&Security Solutions replaces materials not specified in the'Schedule of Equipment',Client agrees to pay Kratos 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&Security 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 constitute Kratos 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 basis at Kratos Public Safety&Security Solutions'prevailing rates,unless a GOLD or SILVER SERVICE CONTRACT is in effect. In addition,if 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 Kratos Public Safety&Security Solutions in accordance with the terms and conditions in paragraph 8. In the event Kratos Public Safety&Security Solutions replaces materials not specified in the'Schedule of Equipment', Client agrees to pay Kratos Public Safety&Security Solutions'prevailing rates for this service in addition to the replacement cost of all materials. Kratos 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-party 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 that(i)Client has received a copy of such separate terms and conditions;(ii)Client agrees to be bound by such terms and conditions;(iii) Kratos Public Safety&Security Solutions is not responsible for any actions or failures to act committed by said third-party in connection with such hosting services;(iv)any claim Client may have with respect to such hosting services shall be brought against said third-party and not against Kratos 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 OTHER PERSON OR ENTITY CLAIMING THROUGH CLIENT MAY HAVE AGAINST KRATOS PUBLIC SAFETY&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 third-party,a copy of which has been provided to Client. Client acknowledges and agrees that(i)Client has received a copy of such separate terms and conditions;(ii)Client agrees to be bound by such terms and conditions;(iii)Kratos Public Safety&Security Solutions is not responsible for any actions or failures to act committed by said third-party in connection with such monitoring services;(iv)any claim Client may have with respect to such monitoring services shall be brought against said third-party and not against Kratos 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 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 Kratos Public Safety&Security Solutions and request service as soon as Client is aware that 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 States 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 Safety&Security Solutions determines that it is not feasible to continue to provide a service agreement for said System,Kratos Public Safety&Security Solutions shall notify the Client of the date on which Kratos Public Safety&Security Solutions shall cancel the service agreement and reduce the monthly amount charged to the Client for said 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 of this agreement. To obtain service under this agreement,call or write Kratos Public Safety&Security Solutions. At Kratos Public Safety&Security Solutions'option,a fee may be charged in the event that Client reports a defect or malfunction and no defect or 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,alterations,misuse,tampering or abuse to any System or its components; B. Trouble in telephone line; C. Trouble due to interruption of commercial power; 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/or a TIME AND MATERIAL SERVICE is provided,Kratos Public Safety&Security Solutions will at Client's request or upon PREVENTATIVE MAINTENANCE of said System(s)provide all necessary labor,parts and equipment to service and repair Client's system(s),pursuant to the terms and conditions herein,and Client agrees to pay Kratos Public Safety&Security Solutions on a time and material basis at Kratos Public Safety&Security Solutions'prevailing rates,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. Client Initials Contract#291.2016 Budftipgn#pitkin Airport EXHIBIT 8.The Client agrees that unless authorized by Kratos Public Safety&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 or damage. If the Client permits any other persons to alter,attach to,remove,or tamper with Kratos Public Safety&Security Solutions'Equipment the Client at Kratos Public Safety&Security Solutions'option agrees to pay Kratos 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 with Kratos Public Safety& Security Solutions named as lost payee,until system is paid in full. 9.Client agrees that Kratos Public Safety&Security Solutions may increase or decrease the charge(s)for Kratos Public Safety&Security Solutions Services provided in this agreement at any time 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 rate measured by the Consumer Price Index,whichever is greater. In the event a higher than stated rate increase is proposed by Kratos Public Safety&Security Solutions,then Kratos Public Safety&Security Solutions must give Client written notice 30 days in advance of the effective date of such increase. The Client may notify Kratos Public Safety&Security Solutions in writing within 20 days of the effective date of such increase of Client's intention not to accept said increase at which time Kratos Public Safety&Security Solutions may elect to modify or adhere to said increase. If Kratos Public Safety&Security Solutions elects to adhere to said increase,Client may terminate services without penalty and Kratos Public Safety&Security Solutions may remove all Equipment owned by Kratos Public Safety&Security Solutions. 10.Client shall be responsible for any fees for permits and/or electrical inspections required by the municipality where Client 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 this agreement. These charges shall be due and payable upon receipt of invoice by Client. 11.Client understands and agrees that Client is paying Kratos Public Safety&Security Solutions for the installation and service of the System only, and not for the insurance of Client's premises. Client further understands that Kratos Public Safety&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 aforestated premises shall be obtained by Client. The amount payable to Kratos Public Safety&Security Solutions hereunder is based only upon the value of the 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 Kratos 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 MAY BE 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 Kratos 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 wishes Kratos Public Safety&Security Solutions to increase the amount of limited liability,Client may,as a matter of right,obtain from Kratos Public Safety&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,suppliers 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 any way from the failure on the part of Kratos 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 installation and/or Kratos Public Safety&Security Solutions Service,Kratos Public Safety&Security Solutions may,at its 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 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 1.5%per month. The entire unpaid indebtedness in this paragraph,shall at the option of Kratos Public Safety&Security Solutions,become 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 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&Security 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 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 with Kratos Public Safety&Security Solutions'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 or otherwise,and such changes necessitate work on the part 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 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 Kratos Public Safety&Security Solutions or shall notify the other In writing. Client Initials Contract#291.2016 BudAtipn#Pitkin Airport EXHIBIT 16. This Agreement shall be governed by and construed in accordance with the laws 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 state courts located in Wilmington, Delaware with respect to all disputes arising from or related to this Agreement. 17. Kratos Public Safety&Security Solutions reserves the right upon award of a new 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 not renew automatically if not specifically terminated in accordance with the following provisions.Client agrees to notify the Kratos in writing at least[60]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 notice this agreement shall automatically renew on an annual term renewal basis after expiration of the initial term. Any such 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 Safety&Security Solutions Inc.,which submits the document 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 Kratos 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,et cetera that endorse the products and services of Kratos Public Safety& Security Solutions Inc. Client Initials Contract#291.2016 Budget Line Item# EXHIBIT A Aspen Pitkin Airport Schedule of Equipment Qty Manufacturer Part Number Description ACCESS CONTROL older system 1 SWH CCure800 server model 10 version 9.1.0 1 Fargo 550 Badge printer 5 SWH APC controller APC Controller(8 door) 2 SWH APC/8x controller(gate 7 and parking area) 2 SWH APC Lite 2 door 6 SWH Star Coupler board 35 SWH RM-4 reader board 2 GE Ss710D feeds to parking area APXJ8x 6 HID thinline II reader 29 HID Prox Pro reader 5 Lantronix UCD-1100 converter 19 misc strikes/maglocks, 1 lockbox 6 Alarmsaf lock power supplies 14 ACCESS READER ADD oct 2013 1 SoftwareHouse STAR016W-64A 16 readers 64 MB RAM General Controller Mod 1 SoftwareHouse AS0063-00 apS enclosure power supply single 17AH batte 1 SoftwareHouse CCSM80-10S Standard Service for&CURE 800 Model 10 1 SoftwareHouse CCSM80-V C-CURE 800 Badging Client Uplift 1 ALTRONIX AL6000LACM 6AMP UL LISTED POWER SUPPY WITH ACA 2 TRI-ED TRI-BD127 Battery, 12V, 7AH,Sealed Lead Acid, Backup I 7 Grainger 4KP27 J-BOX FOR RELAY OR SMALL BOARDS 7 ALTRONIX RBST 12VDC Relay Module 14 IML HID 6005 bk Prox Point mini mullion reader 7 GE SECURITY 1078CW-M Brown Magnetic Contact, Steel Door, Recessed 2 IML Detex 03AN x 693 Detex Delayed Egress Trim Narrow stile 2 IML Keedex KDL-B Door Cord 2 IML LCN 4040XP-3049EDA LCN 4000 series Super smoothie x duro w Hok 1 IML GKL B1D GKL Door modification kit x duro 5 IML SCH ND82PD RHO x 626 Mechanical Institutional Lever(Locked both sid 5 IML Adams Rite 7400 x 313 Electric Strike 5 IML Don Jo BF161 2 1/8"Hole Filler Primer finished 5 IML LCN 3049EDA LCN Hold Open Extra Duty Arm 10 Vail Lock and Key 20C200S126(XXX) Medeco Logic KIKJL cylinders for Schlage ND8 2 Vail Lock and Key 10C0400H26(XXX) Medeco Logic KIKJL Rim cylinders for Detex dE ******Manufacture warranty applies on any listed part that are replaced ****** Software House S stem ID 8-80478 Valid through 08/31/2017 Approval Customer Signature Date Print Name Kratos Public Safety& Date Print Name Security Solutions Signature KRlTOSSystem Service Agreement PUBLIC SAFETY&SECURITY SOLUTIONS,INC.