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HomeMy WebLinkAboutbocc.con.031.2003CHECK LIST CONTP~-~CTS SUB3YiTTED TO CLERKS OFFICE FOR S CAN.-N'ID-G/ARCI~YiD-C Originating Department/Division: Contact Person: Fa~,0~ Phone #: c~ 7t9- .5'.~. O- O-3g ~ Check Contract TTpe: (CHECK ALL THAT ARE APPROPRIATE) . ~ Services ~ Maintenance License/Use CONTRACT # Lease Cons~ction Purchase Employment Intergovernmental A~eement (Requires BOCC Action) Non-Profit __Quasi-Public Grant A~eements (Requires BOCC Action) Other STAFF AUTHORIZED SIGNATURE Signatures Required: Under 25K- Department Head 25-50K- Department Head (if appropriate), Section Leader Over 50 K- Department Head (if appropriate), Section Leader, County Manager Contractor/Business (Complete Name):~4/~ ~5~,~o Contract Start Date: $/I/O ~ Contract End Date: All Contracts should be proofed for the following: · No Pages Missing · If a Page is Left Intentionally Blank- Note on Page · Consecutive Page No's · Ail Signatures Affixed · All Dates Filled In · All Other Blanks Filled In · All Exhibits Attached · All Legal Descriptions Attached (if appropriate). · Notice of Award/Proceed Attached (if appropriate) Automatic Renew~ (Y/bO: Sent to Clerk and Recorder for Scannin~Archiving m,t : o?/o q Authorized Staff Person Note: Signature of authorized staff person indicates that document has been proofed and r~ad7 for (.Clerk's Office will keep originnl docurnenta in eomp/iance with S~,;~a A:~:J:b/e3 r~!ainnge SIGNATURE · CONTRACT AGREEMENT FOR PROVISION OF SERVICES THIS AGREEMENT FOR PROVISION OF SERVICES (the "Agreement") is made and entered by and between Pitkin County, Board of County Commissioners ("Pitkin County") and Terminal Systems International, Inc. (TS1), 2210 Hanselman Ave., Saskatoon, SK, Canada (hereinafter "Contractor"). 1. Purpose. The purpose of this Agreement is for a warranty service between Terminal Systems International, Inc. (TSI) and AsperffPitkin County Airport to maintain and update the Flight Information Display System software for the airport. Reference is hereby made to Exhibit A, for more detailed scope of work. 2. Term. The term of this Agreement is from March 1, 2003 to February 28, 2004. 3. Contractor's Obligations. Contractor shall be obligated to the scope of work attached hereto as Exhibit A and incorporated by this reference. 4. Compensation and Expenses, Invoicing and Payment. The County shall pay the Contractor for performance of services hereunder. Within thirty (30) days of receipt of an invoice and approval thereof as required hereunder, payment shall be made by the County. In no event shall the total charges for services and reimbursements exceed Six Thousand Eight Hundred Eighty Five Us Dollars and Fifty Four U.S. Cents ($6,885.54) In the event the Contractor incurs time and expenses above said amount, no compensation for said additional time and expenses shall be required to be paid by the County without written authorization by the County. 5. County's Exclusive Ownership of Work Product. All work produced pursuant to this Agreement becomes the property of Pitkin County. 6. Pitkin County's Obligations. Pitkin County shall administer this A~eement through a County Representative. Carrington Brown will manage the project as the County's Representative. In the event that Carrington Brown is not available, Steve Howard shall assume the County Representative's duties. The services provided and products delivered by the Contractor under this Agreement will be subject to review by the County's Representatives, or a designee, for compliance herewith. The review comments of the County's Representative may be reported in writing as needed to the Contractor. To prevent an unreasonable delay in the Contractor's work, the County's Representative will endeavor to examine all deliverable products and other documents and will accept same and authorize payment or will specify necessary changes within ten (1 O) working days of receipt of such documents. 7. Cancellation. In addition to the right of termination referenced in Exhibit B hereto, Pitkin County reserves the right to cancel this Agreement for unsatisfactory performance of Contractor's obligations as determined by Pitkin County in its sole discretion, upon written notice to Contractor as provided in Paragraph 11 herein. 8. Required Clauses. Pitkin County's Required Clauses, including provisions for insurance and indemnification, are attached hereto as Exhibit B and incorporated by this reference. 9. Independent Contractor Status. a. The parties to this Agreement intend that the relationship between them contemplated by the Agreement 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 Agreement. Contractor may choose to work for other individuals or entities during the term of this Agreement, provided that the basic services and deliverable products required under this Agreement are submitted in the manner and on the schedule defined under this Agreement. 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 obligations under this Agreement. 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 Agreement. 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. 10. Assignablilitv. This Agreement is not assignable by either party. I 1. Notice. Any written notice required by this Agreement shall be deemed delivered on the happening of 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: ao To Pitkin County Carrington Brown Aspen/Pitkin County Airport 0233 E. Airport Road, Suite A Aspen, CO 8161 l Fax: 970-9205378 with copies to: Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 5 b. To Contractor: Terminal Systems International, Inc. 2210 Hanselman Ave. Saskatoon, SK Canada Fax: 1-306-934-6447 12. Modification. This Agreement may only be modified by written agreement of both parties hereto. Any modifications hereof are subject to the requirements of the Pitkin County Procurement Code and the Required Clauses attached hereto as Exhibit B. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the latest date written below. CONTRACTOR: TERMINAL SYSTEMS INTERNATIONAL, INC. Title .~;~,ooC'~ Ol~c,,.~aae,v- 16 O~D3 r, 0 Da~e APPROVED AS TO FORM: N/A Risk Management Date PITKIN COUNTY: APPROVED AS TO FORM: Jan~P: yl~v~o~d~ A-AI~ Date N/A County Attorney Date EXHIBIT B Revised 1/15/02 REQUIRED CLAUSES For purposes of these Required Clauses, "Contractor" means Terminal Systems International, Inc. (TSI Contractor shall be subject to the following provisions: 1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CON- TRACTING LAW A. The Contractor acknowledges that this Agreement is entered into subject to the requirements of the "Pitkin County Procurement Code," (Section 8.5 of the Pitkin County Home Rule Charter, Ordinance # 00-18, approved April 26, 2000). As such, the Contractor agrees to comply with all requirements of said Procurement Code, and such requirements are incorporated herein by this reference. B. The Contractor shall immediately notify the County Manager in writing of any violation of said Code or statutes by the County's employees or agents, which violation(s) is known or should have been known by him, and failure to so notify the County of any violation(s) within five (5) days of knowledge of such violations shall be considered a breach of this Agreement. Further, such failure to notify the County of violation of the Procurement Code or statutes within five (5) days of knowledge shall be deemed as a waiver of any action or defense that the Contractor may have against the County by reason of such violation of the Procurement Code or statutes. WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND CONFLICT OF INTEREST A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin County a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefor. C. Gratuity means a payment, loan, subscription, advance deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. D. Kickbacks Prohibited. It shall be a breach of Agreement for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. The Contractor is prohibited from inducing, by any means, any person employed under this Agreement to give up any part of the compensation to which he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and federal "anti-kickback" statutes or regulations. E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County during the term of this Agreement or one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former employees of County are found in Article 7 of the Procurement Code). F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of interest prescribed in this Agreement shall be made a condition of and conspicuously set forth in every sub-contract and solicitation therefor. G. Conspicuously means written in such special or distinctive format, print, or manner that a reasonable person against whom it is to operate ought to have noticed it. H. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the County shall have the right to: (1) Terminate this Agreement without liability by the County; (2) Debar or suspend the offending parties from being a contractor or sub-contractor under County contracts; (3) Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Contractor; and (4) Recover such value from the other offending parties. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED/MINORITY/WOMEN BUSINESS ENTERPRISES (DBE/MBE/WBE) A. Pursuant to local, state and/or federal anti-discrimination and affirmative action programs, contractor shall meet all applicable requirements with respect to employment and subcontracting in connection with Disadvantages/Minority/Women individuals and enterprises (DME/MBE/WBE). B. In connection with the execution and administration of this Agreement, and any subcontracts, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, handicap or status as a veteran. C. In connection with the performance of this Agreement, the Contractor will cooperate with the County in meeting the County's commitments and goals with regard to the maximum utilization of disadvantaged, minority and women business enterprises and will use its best efforts to ensure that such business enterprises shall have the maximum practicable opportunity to compete for employment and/or subcontract work, if any, under this Agreement. D. The Contractor will furnish all necessary information and reports and will permit access to its books, records, and accounts by Pitkin County for purpose of investigation to ascertain compliance with the nondiscrimination/affirmative action provisions of any resultant contract. E. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to submit on an Employment Data Form to be provided by the County, the data showing the utilization of disadvantaged persons, minorities and women by job category within its organization. Where the Contractor has fifty (50) or more employees or it is participating in con- tracts with the County, which exceed Fifty-Thousand ($50,000.00) Dollars, an Affirmative Action Plan must be submitted to the County when requested by the County Attorney's Office within ten (10) days after selection. F. Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination/affirmative action provisions of any resultant contract, Pitkin County shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (1) Withholding of payments under the Agreement until the Contractor complies, and/or (2) Cancellation, termination, or suspension of the Agreement, in whole or in part. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY A. In addition to the right of cancellation referenced in Paragraph 7 of the Agreement, the performance of work under the Agreement may be terminated by Pitkin County: (1) Whenever the Contractor shall default in performance of this Agreement in accordance with its terms, and fails to cure or show cause why such failure to perform should be excused within ten (10) days (or longer as the County may allow or shorter, but not less than three (3) days, for failure to provide proof of insurance or maintenance of any dangerous condition) after hand-delivery, facsimile or mailing to the Contractor of a notice specifying the default as provided in Paragraph 11 of the Agreement. The Contractor shall not be in default by reasons of any failure in performance of this Agreement in accordance with its terms if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God, natural disasters, strikes, or freight embargoes, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. Upon request of the Contractor, the County shall ascertain the facts and failure, and, if the County shall determine that any failure to perform consti- tuted a valid commercial excuse, the performance shall be revised accordingly and notice of default withdrawn; or (2) Whenever for any reason and in its sole discretion the County shall determine that such termination is in its best interest and convenience. B. Notice of Termination. In the event of termination, the County shall deliver to the Contractor a written notice of termination, specifying the reasons therefor, and the effective date of such termination. The effective date shall not be earlier than the date of hand-delivery, facsimile or the date of mailing of the notice, as provided in Paragraph 11 of the Agreement. C. Termination Procedure. After the effective date of the notice of cancellation, termination for default or for the convenience of the County, unless otherwise directed by the County, the Contractor shall: (1) Stop work under the Agreement on the date specified in the notice of termination. (2) Place no further orders for materials, services or facilities. (3) Terminate all orders and subcontractors to the extent that they relate to the performance of work terminated by the notice of termination. (4) With the approval or ratification of the County, settle all outstanding liabilities and all claims arising out of such termination on orders or subcontracts, the cost of which would be compensable or reimbursable in whole or in part in accordance with this Agreement. D. Termination Payment. After the effective date of a notice of termination for the convenience of the County, the Contractor shall submit to the County his termination claim in the form of a final invoice in accordance with the provisions in "Method of Payment," including costs incurred to the date of termination, and costs incurred because of termination, which termination costs shall not exceed 10% of the total amount of proposal; provided, however, that in the event of default by the Contractor, no extra costs incurred because of termination shall be paid to the Contractor and any costs paid shall not be a waiver of any claim, counterclaim or set-off by the County against the Contractor on account of any default. Such claim must be submitted promptly, but in no event later than thirty (30) days from the effective date of termination, unless one or more extensions are granted in writing by the County. Upon the Contractor's failure to submit a claim in the time allowed, the County may review the information available to it and determine the amount due the Contractor, if any, and pay the Contractor the amount as determined. E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate the whole or any part of the amount or amounts to be paid, if any, upon cancellation, termination for default or for the convenience of the County. F. Remedies. The Contractor shall have the right of appeal frdm any determination made by the County under "Cancellation or Termination for Default or for Convenience of County;" except that if the Contractor has failed to submit his claim within the time provided in Paragraph 4.D., above, and has failed to properly request extension, he shall have no such right of appeal. In any case where the County has made a determination of the amount due under Paragraphs 4.D. or 4.E., above, the County shall pay the Contractor: (I) the amount the County has determined if there is no right to appeal or if no timely appeal has been taken, or (2) the amount finally determined on such appeal if an appeal has been taken. G. Method of Appeal. If the Contractor disagrees with the County's determination under 'Paragraphs 4.D. or 4.E., he can appeal this decision in writing to the County. Such appeal must be made within twenty (20) days of receipt in writing of the County's determination. The County shall have twenty (20) days fn which to respond in writing to the appeal. The County's response shall be final and conclusive unless within thirty (30) days from the date of receipt of such response the Contractor submits the dispute to a court of competent jurisdiction or submits a demand for arbitration if required by the Contract Documents. INTEGRATION AND MODIFICATION A. The Agreement constitutes the full and complete agreement of the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, the Contractor understands that unless the contract is for goods or services of a value less than $50,000, no County official or employee, other than the Board of County Commissioners acting as a body at a Board meeting, has authority to enter into a contract or to modify the terms of the Agreement on behalf of the County. Any such contract or modification to this Agreement must be in writing and be executed by the parties hereto. B. With respect to change orders under the Agreement, the County and the Contractor shall process and approve/disapprove requests for change orders as otherwise provided in this Agreement, subject to the requirements of the Procurement Code and the Finance Office. A. The Contractor (including, by definition here and hereinafter, its officials, employees, agents and representatives, subcontractors and suppliers), shall and hereby does release, dis- charge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judg- ment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind whatsoever for any bodily injury, death, personal injury or property damage arising out of or in connection with any negligent act, intentional act, error or omission by the Contractor, and for any consequential liability alleged to accrue against the County on account of the Contractor's acts, errors or omis- sions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the sole negligence of the County or its employees. 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. INSURANCE A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies, from companies licensed in the -Cc~..;,,du, as will protect itself, the County and others as specified, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits indicated and including such end ors ements as are indicated by an "X", are required: (1) Statutory Workers' Compensation: Colorado statutory minimums Not Applicable ' (2) Commercial General Liability - ISO 1998 Form or equivalent (County named additional insured) Each Occurrence Limit $1,000,000.00 General Aggregate Limit $2,000,000.00 Products/Completed Operations Aggregate Limit $2,000,000.00 Comprehensive Form (All risks) to include (place X by applicable provisions): Promises/Operations Underground, Explosion & Collapse Hazard X Products/Completed Operations X Contractual Liability X Independent Contractors and Subcontractors Broad Form Property Damage Personal Injury (3) Business Auto Coverage: Combined Single Limit Liability (each accident) $1,000,000.00 Coverage to include (place X by applicable provisions): Any Auto All Owned Autos Hired Autos Non-Owned Autos __ Garage Liability (4) Special Coverages (check as appropriate and insert amount): (1) Performance Bond Labor and Material Payment Bond (2) Professional Errors and Omissions (3) Aircraft Liability (4) Owner's Protective (5) Builder's Risk amount of project (6) Boiler and Machinery (7) Loss of Use Insurance (8) Pollution Liability (9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond EVIDENCE OF INSURANCE SHOULD BE SENT TO: Pitkin County Risk Management C/o Kris Jewkes 530 E Main, Ste 202 Aspen CO 81611 B. To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County (through the County Representative) no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds for rescission or termination. These Certificates of Insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice by certified mail, retum receipt requested (effective upon proper mailing), has been sent to the County (through the County's Risk Department). (For purposes of this provision, "materially altered" shall mean a change affecting the coverages required herein, including a change to policy limits as set out in the then-current policy declarations page). Simultaneously with the Certificates of Insurance, the Contractor shall file with the County's Risk Department (and promptly update, as necessary) 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. C. In addition, these Certificates of Insurance shall contain the following clauses: (1) The clause "other insurance provisions," in a policy in which the County of Pitkin holds a Certificate, shall not apply to the County of Pitkin. (2) 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. (3) Any and all deductibles in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. (4) Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." D. 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 Agreement or thereafter. E. The County reserves the right to request and receive a copy of any policy and any policy endorsement. EXEMPTIONS AND PREFERENCES A. All purchases of construction or building or any other materials for this Agreement 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. B. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be employed to perform the work to the extent of not less than eighty percent (80%) of each type or class of labor employed on such project; except for highway construction, which is subject to C.R.S. 43-2-208, which provides that all laborers shall be bona fide residents of Colorado with a preference to residents of the County where the work is performed. NOT APPLICABLE C. Preference is given, to the extent permitted by law, to: materials, supplies and provisions produced, manufactured or grown in Colorado, quality being at least equal to materials, supplies and provisions from outside the state; and to local (Roaring Fork Valley) services and labor of quality at least equal to non-local services and labor. RECORDS 10. 11. 12. 13. 14. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Agreement for a period of three (3) years after final payment under the Agreement 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 Agreement and applicable law. THIRD PARTIES This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Contractor or County may assign this Agreement in accordance with the specific written permission, any rights to claim damages or to bring any suit, action or other proceeding against either the County or Contractor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. AGREEMENT MADE IN COLORADO The parties agree that this Agreement 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. ATTORNEY'SFEES In the event that legal action is necessary to enfome any of the provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. GOVERNMENTAL IMMUNITY Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently $150,000.00 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 these Required Clause or the Agreement shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 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 Agreement 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 Agreement 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 Agreement 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 Agreement 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 Agreement 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 agreement restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. EXHIBIT A The following is a scope of work for Warranty Service between Terminal Systems International, Inc. and the AspenIPitkin County Airport. This service is valid for one calendar year from the Beginning date. This service has been customized for the Aspen/Pitkin Airport Authority and does not transfer without the approval of Terminal Systems International, Inc. Beginning Date March 1, 2003 End Date February 28, 2004 Software Updates Software updates are released to our customers once a year, as new features are added. The updates will be shipped on a CD to the system administrator along with instructions on how to install the software on the system. Installation of the update is the responsibility of the airport. TSI will be available for phone consultation during the installation at no extra charge. System Administrator One person must be designated as our key contact. This person must have had proper training and be approved by a TSI representative. This contact must understand computer operations in order for TSI to properly assist the airport over the phone during crisis. In the case of the System Administrator being unavailable the airport should also designate a backup administrator and identify them to TSI. System Administrator: Cardngton Brown 1 st Backup Administrator: Steve Howard After Hours Support: Work will be performed Monday through Friday during regular scheduled business hours only. Any calls that are outside of the regular business hours will be assessed by the TSI representative, as to the level of emergency. If the problem is not deemed critical to overall system operation it will be rescheduled for the following business day, where a TSI representative will contact the System Administrator. If the problem is assessed as non-critical and the airport would still like to proceed it will be billed. Remote Maintenance TSI offers remote software maintenance through PC anywhere software, providing the client installs and maintains the software and connection. This software allows TSI personnel to connect to the FIDS and see the information on the screen from Saskatoon. TSI will do checkups of the FIDS with permission of the administrator. They will check error logs and connections. The TSI representative will then contact the System Administrator(s) and inform them of the error and suggest and problems solving techniques. Site Visits It may be deemed necessary for a TSI representative to come to the airport to solve a problem that cannot be resolved over the phone. Upon prior written authorization from the County, site visits will be billed to the airport. We the undersigned enter into this agreement of our own free will. Gold Level Software Maintenance cost $6885.54 USD Authorized Agent for Terminal Systems International, Inc. TITLE Date Aspen Pitkin County Airport representative Date