HomeMy WebLinkAboutC13-124 Cross Match Technologies, Inc. Agreement AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND CROSS MATCH TECHNOLOGIES, INC. This Agreement ( "Agreement ") dated as of this I 0 day of 2013, is between the County of Eagle, State of Colorado, a body corporate and politi , by and through its County Manager, with a mailing address of, Post Office Box 850, Eagle CO 81631 ( "County "), and Cross Match Technologies, Inc. a California corporation with a mailing address and principal place of business of 3950 RCA Blvd Suite 5001, Palm Beach Gardens, FL 33410 ( "Contractor "). RECITALS WHEREAS, County desires to enter into an agreement with Contractor for the provision of equipment and software for an upgrade to the existing Cross Match fingerprint scanner system located at the Eagle County Airport (the "Facility") and for associated maintenance and support services. WHEREAS, County wishes to hire Contractor to perform the services outlined in Section 1 hereunder; and WHEREAS, Contractor represents that it has the knowledge and expertise to perform the services hereunder; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with the services and related terms and conditions to govern the relationship between Contractor and County in connection with the services. AGREEMENT NOW THEREFORE, based upon the representations by Contractor set forth in the foregoing recitals, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, including the promises set forth herein, the parties agree to the following: 1. Scope of Services: 1.1 The Contractor will provide and install the hardware ( "Hardware "), software ( "Software ") and perform the services ( "Services ") as set forth on Exhibit A, attached hereto and incorporated herein by this reference. Contractor agrees to furnish all services, labor, personnel and materials (excluding a desktop computer) necessary to perform and complete the Services and install the Equipment and Software in accordance with this Agreement. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. (a) Software: The term "Software" shall include the Software installed on the Hardware, and any custom software or interfaces developed by Contractor for the County. CO'124 Product and Software upgrades are not covered under the Warranty provisions of this Agreement and are subject to independent pricing. (b) Hardware: County shall have the right to inspect all Hardware prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. All Hardware which does not comply with the specifications and /or requirements or which are otherwise unacceptable or defective by County, in its sole discretion, may be rejected. In addition, all Hardware which is discovered to be defective or which does not conform to any warranty of the Contractor upon inspection (or at any later time if the defects were not reasonably ascertainable upon the initial inspection) may be rejected. County reserves the right to return any such rejected shipment at the Contractor's expense for full credit or replacement and to specify a reasonable date by which replacements must be received. County's right to reject Hardware shall not exclude any other legal, equitable or contractual remedies County may have. 1.2 The Contractor shall additionally provide maintenance and support services associated with the Hardware and Software during the Term of this Agreement and any Renewal Term (the "Maintenance and Support Services ") as follows: (a) Hardware: The County may report any defects in the Hardware by contacting Contractor's customer care center twenty -four (24) hours a day, seven days a week, excluding national holidays. Upon verification of the defect by Contractor, Contractor will ship replacement equipment or hardware to the County no later than the next business day. Contractor will also facilitate the return of the defective equipment or hardware. With certain equipment or hardware, the County may be required to transmit to Contractor certain electronic files so that the replacement equipment or hardware can be preconfigured prior to shipment. The County must pack the defective equipment or hardware and make it available to Contractor's common carrier agent at the time of scheduled pickup. (b) Software: In the event of the discovery of any Software non - conformance, the County may report the non - conformance to the Contractor's customer care center twenty -four (24) hours a day, seven days a week. The Contractor will work with the Contractor - trained, on- site caller to verify and resolve the problem. If Contractor is unable to resolve the problem through telephone consultation, the Contractor will remotely connect to the County's system through a County - provided data connection to perform advanced diagnosis and analysis. During the time of the remote data connection, the County must provide a voice telephone line for the on -site caller. If Contractor is unable to resolve the problem through the remote data connection, then Contractor will dispatch a technician for on -site diagnosis and analysis. If the problem is determined to be a defect in the Contractor- supplied Software, then the on -site repair work shall be provided free of charge and at no additional cost to the County. Contractor will deliver a Software correction to remedy the nonperformance. (c) The Maintenance and Support Services are not transferable or assignable to any third party and shall be for the sole and exclusive benefit of the County of the Hardware covered by this Agreement and any attempt to transfer or assign the Maintenance and Support Services shall be void. The Maintenance and Support Services include unlimited repairs, all parts and labor ore covered by Contractor for failures occurring under normal use. Contractor shall pay all associated shipping costs. 2 1.3 Contractor shall provide training to County and its staff at the Facility on the use Equipment and Software as set forth in Exhibit A (the "Training "). 1.4 Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. Except as may be expressly altered by the amendment, all terms and conditions of this Agreement shall control. To the extent the terms and conditions of this Agreement may conflict any future exhibits or amendments, the terms and conditions of this Agreement shall control. 1.5 Contractor has represented that it has the expertise and personnel necessary to properly and timely perform the Services. 1.6 Any services required in addition to the Services described in this Sectionl and in Exhibit A ( "Additional Services ") shall be performed by Contractor only after approval of County. Orders for Additional Services shall be acknowledged by County and Contractor in writing, prior to any such work identified as Additional Services is performed by Contractor. Failure by Contractor to obtain written authorization and acknowledgement by County for Additional Services shall result in non - payment for any such Additional Services or work performed. Contractor shall not charge County for any time spent by it in agreeing to or in the preparation of documents authorizing the Additional Services. Except as otherwise agreed in writing by Contractor and County, all Additional Services shall be subject to the terms and conditions of this Agreement. County may also by written notice to Contractor make any reasonable reductions to the scope of the Services and the compensation payable to Contractor shall be reduced in a fair and reasonable amount on account thereof. 1.7 The Airport's designee shall be Contractor's contact with respect to this Agreement and the performance of the Services. 2. License. 1.2 Contractor hereby grants to County a perpetual, nonexclusive license for use of the Software in accordance with the terms and conditions of this Agreement (the "License ") and as defined in Exhibit "A ". Use of the Software shall be limited to Eagle County Airport employees. Such License shall include all Software supplied by Contractor pursuant to the terms of this Agreement. 3. Term of Agreement: 3.1 The License shall be perpetual. 3.2 The Services shall commence upon execution of this Agreement and shall proceed according to the following schedule: the Equipment and Software shall be delivered to County and installed at the Facility no later than July 31, 2013; the Maintenance and Support Services shall commence on the date of acceptance by the County of the Equipment and Software and shall continue thereafter for a one (1) year period, unless sooner terminated as provided for herein (the "Term "). 3 3.3 Upon written agreement of the parties, the agreement for Maintenance and Support Services may be extended for up to two (2) additional one -year periods, all on the same terms and conditions contained herein (each a "Renewal Term "). 3.4 This Agreement may be terminated by County, with or without cause, and without penalty upon thirty (30) days written notice. In the event the Contractor files for bankruptcy or is declared bankrupt or dissolves, County may declare in writing that this Agreement is immediately terminated, and all rights of Contractor and obligations of County are terminated, except payment of accrued but unpaid fees as set forth in Section 3.5 hereof. 3.5 In the event of any termination of this Agreement, Contractor shall be compensated for all Services then satisfactorily completed, prorated through the date of termination. 4. Independent Contractor: 4.1 With respect to the provision of the Contractor's Services hereunder, Contractor acknowledges that Contractor is an independent Contractor providing Contractor's services to the County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of County. The Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 4.2 The Contractor and its employees are not entitled to workers' compensation benefits through the County. The Contractor is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Contractor and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than the County. The Contractor hereby acknowledges full and complete liability for and timely payment of all local, state and federal taxes imposed including, without limitation, tax on self - employment income, unemployment taxes and income taxes. 5. Compensation: 5.1 Contractor will invoice the County for all Equipment and Software within thirty (30) days of shipment of the Equipment and Software. Upon acceptance of the Equipment and Software by the County, and upon provision of the Training, the County shall pay to the Contractor the sum set forth on Exhibit A. The cost of the first year of the Maintenance and Support Services is included in the amount set forth on Exhibit A. The total compensation under this Agreement shall not exceed $8,210.00 without a signed amendment to this Agreement. Contractor acknowledges that the County is tax exempt. 5.2 In the event the parties agree to extend the Maintenance and Support Services for one or both Renewal Terms, the County shall pay to Contractor the sum of $1,620 per Renewal Term for such Maintenance and Support Services. 4 5.3 Contractor will not be entitled to bill at overtime and/or double time rates for work done outside normal business hours unless specifically authorized to do so by the County. Fees for any Additional Services will be as set forth in an executed addendum to this Agreement. 5.4 Consultant must submit invoices annually for the Maintenance and Support Services. Invoices shall include a description of Services performed. If County is not satisfied with the completeness of a submitted invoice, County may request Consultant to either revise the invoice or provide additional information. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Consultant for Consultant's Services which are satisfactorily completed. 5.5 All invoices may be emailed, mailed or delivered in- person to the following address to ensure proper payment. Eagle County Airport P.O. Box 850 Eagle, Colorado 81631 Email: airinvoices @eaglecounty.us 5.6 If, prior to payment of compensation or reimbursement for services but after submission to County of a request therefore by Contractor, County reasonably determines that payment as requested would be improper because the services were not performed as prescribed by the provisions of this Agreement, the County shall have no obligation to make such payment. If, at any time after or during the Term or after termination of this Agreement as hereinafter provided or expiration of this Agreement, County reasonably determines that any payment theretofore paid by County to Contractor was improper because the services for which payment was made were not performed as prescribed by the, provisions of this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment to County. Upon termination of this Agreement as hereinafter provided or expiration of the Term, any unexpended funds advanced by County to Contractor shall forthwith be returned to County. 5.7 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Contractor in excess of the amount for any work done in respect of any period after December 31st of the calendar year of the Term of this Agreement, without the written approval in accordance with a budget adopted by the Board of the Eagle County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29- 1 -101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Indemnification: 6.1 The Contractor shall, to the fullest extent permitted by law, indemnify, hold harmless and defend County and its officials, boards, officers, principals and employees from all losses, costs, claims, damages and liabilities, including reasonable attorney's fees and expenses for which County or any of its officials, boards, officers, principals and employees may become 5 subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement or are based upon any performance or nonperformance by Contractor and Contractor shall reimburse County for any and all legal and other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action. 7. Contractor's Professional Level of Care and Additional Duties: 7.1 Contractor represents that its professional personnel are, and covenants that its professional personnel shall at all times remain, duly licensed as may be required under applicable law, in the performance of the Agreement. 7.2 Contractor shall be responsible for the completeness and accuracy of its performance under this Agreement, including the performance of any sub - contractors and all supporting data and other documents prepared or compiled in performance of the Agreement, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that County has accepted or approved the Hardware, Software, Services or Maintenance and Support Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform its obligations in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractors who are providing similar Hardware, Software, Services and Maintenance and Support Services, in this area at this time. 7.3 Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. By executing the Agreement, Contractor confirms that the time limitations set forth herein are reasonable. 7.4 Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder, the Facility, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 7.5 All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to County. Contractor shall provide the County with progress reports upon County's request. 7.6 Contractor shall maintain, for a minimum of 3 years from the termination or expiration of this Agreement, adequate financial and records pertaining to this Project for reporting to County on performance of its responsibilities hereunder. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. 7.7 Contractor shall comply with all applicable federal, state and local rules, regulations and laws governing services of the kind provided by Contractor under this Agreement. 6 8. Notice: 8.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County Airport Greg Phillips, Director P.O. Box 850 Eagle, Colorado 81631 (970) 328 -2680 (p) (970) 328 -2687 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328 -8685 (p) (970) 328 -8699 (f) The Contractor: Cross Match Technologies, Inc. 3950 RCA Blvd., Suite 5001 Palm Beach Gardens, FL 33410 (866) 260 -2763 (p) (561) 828 -8018 (f) 8.2 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 9. Insurance: • 9.1 Unless otherwise agreed to in writing by County, Contractor agrees to provide and maintain, at Contractor's sole cost and expense, the following insurance coverage: (a) Workers' Compensation, with policy limits as required by law, and Employers Liability Coverage, with policy limits of $1,000,000 each accident for Bodily Injury by Accident; $1,000,000 each employee for Bodily Injury by Disease; and $1,000,000 policy limit for Bodily Injury by Disease. (b) Commercial Auto Coverage with policy limits as required by law. (c) Commercial General Liability, with limits of liability of not less than $1,000,000 per occurrence; $1,000,000 for bodily injury and property damage liability; $1,000,000 for personal 7 injury or advertising injury; and $1,000,000 in annual aggregate limits. The policy shall provide products - completed operations coverage, blanket contractually assumed liability coverage with the employee exclusion deleted. The policy shall list as additional insureds Eagle County and any other persons and entities County shall designate. (d) Professional Liability (Errors and Omissions) Insurance, with prior acts coverage for all Deliverables, Services and Additional Services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $1,000,000 in the aggregate. (e) Additional Insured. Additional Insured referred to herein shall include Eagle County, its successors and assigns, and persons and entities that County shall designate. 9.2 Other Insurance Requirements: (a) Contractor shall maintain the foregoing coverage in effect during the term of the Agreement. (b) All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. (c) All policies must be written by insurance companies whose rating in the most recent Best's rating guide is not less than A- (VII). The policy must include an endorsement restricting the insurer's right to cancel the policy to the following circumstances after it has been in effect for sixty (60) days: (i) non - payment of premium; or (ii) discovery of fraud or material misrepresentation in the application for insurance. (d) Certificates of Insurance with the required endorsements evidencing the coverage must be delivered to County prior to Contractor commencing its performance under this Agreement and must be provided on an annual basis commencing on the first (1 anniversary of the policy year and continuing thereafter, or at any time within fifteen (15) days after request therefor by County or an additional insured. Notwithstanding any other provision hereof, Contractor shall provide County a complete copy of any policy of insurance required hereunder within five (5) business days of a written request from County, and hereby authorizes Contractor's brokers, without further notice to or authorization by Contractor, to immediately comply with any written request of County for a complete copy of any policy required hereunder. (e) If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to terminate this Agreement upon reasonable notice. (f) Contractor's insurance shall be primary and the provisions of this Section 9 shall survive termination of this Agreement. (g) Contractor's insurance certificates are attached hereto as Exhibit "B ". 8 10. Subcontractors and Non - Assignment: 10.1 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub- Contractor or sub - contractor agreements for the performance of any of the Services or without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to perform the Services and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned. Contractor shall require each sub - Contractor or sub - contractor, as approved by County and to the extent of the Services to be performed by the sub - Contractor or sub - contractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. 10.2 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 11. Jurisdiction: 11.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof Venue shall be in the Fifth Judicial District for the State of Colorado. 12. Ownership of Documents and Materials: 12.1 All documents and data which are obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 12.2 The sale of the Hardware and Software to County does not convey to County any intellectual property rights in the Hardware, Software or Services, including, but not limited to, any copyright, patent or trademark rights (except for the license rights granted pursuant to this Agreement). Further, the sale of the Hardware and Software confers on the County no license, express or implied, by estoppel or otherwise, under any patents of Contractor or others covering or relating to any other product or invention or any combination, machine or process in which such Hardware or Software might be used. All intellectual property rights in the Products and Software, any documentation therefore and other materials supplied by Contractor are owned by Contractor and are protected by United States copyright laws. 9 13. Warranty 13.1 Contractor warrants that the Equipment and Software shall conform to the terms of this Agreement and be free from defect in material and workmanship for a period of one (1) year form the date of acceptance by County. For a period of one (1) year from the date of acceptance by County, Contractor shall promptly at no cost to County remedy and correct any error, nonconformity or defect reported to Contractor during such warranty period. The County has additionally purchased an enhanced limited warranty (the "Enhanced Limited Warranty"), which provides additional features of coverage for the Hardware and Software. Contractor has provided the County with specific documentation setting for the terms of the Enhanced Limited Warranty. 13.2 Contractor warrants that all Maintenance and Support Services will conform to the requirements of the Agreement. In the event of any deficiency in the Maintenance and Support Services, Contractor shall be required to promptly re- perform the Service at its sole cost and expense. 13.3 With respect to any third party software, if any, provided by Contractor hereunder, Contractor shall, to the extent legally permitted, pass through to County all warranties provided by the licensor or manufacturer . 13.4 Contractor warrants that title to all Hardware shall pass to County upon inspection and acceptance by County free and clear of all liens, claims, security interests or encumbrances. Contractor assumes all risk of loss with respect to the Hardware until title to the Hardware passes from Contractor to County. Title shall pass to County after Contractor has delivered the Hardware and County has inspected and accepted the Hardware. 14. General Conditions 14.1 Each of the Exhibits referred to herein and attached hereto is an integral part of this Agreement and is incorporated herein by reference. 14.2 This Agreement shall be construed and interpreted under and shall be governed and enforced according to the domestic laws of the State of Colorado (without reference to the doctrine of conflicts of law). 14.3 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understandings between the parties with respect thereto. 14.4 This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by a written instrument signed by the party to be charged. 14.5 This Agreement and the covenants contained herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors -in- interest. 14.6 No failure or delay by either party in the exercise of any right given to such party hereunder shall constitute a waiver thereof. No waiver of any breach of any agreement or provision 10 contained herein shall be deemed a waiver of any Frecedin or other agreement or provision contained herein, g succeeding breach thereof or of any 14.7 The invalidity, illegality or unenforceability of any rovisio n of this Agreement shall not affect the validity or enforceability of any other provision hereof. F 14 .8 In the event of any conflict or inconsistency between the terms and forth in Exhibits and the terms and conditions set forth in this Agreement, the terms and cnd nd on n diti ons t set set forth in this Agreement shall prevail. 14.9 This A third greement does not and shall not be deemed to confer upon or party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach hereof. 14.10 In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if s brought to recover damages for breach of this Agreement, or an action be brought or specific performance, then and in such events, the prevailing party shall recover all reasonable suit otherwise is costs incurred with regard to such litigation, including reasonable for injunction e attorney's fees. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the first above written, te day and COUNTY OF EAGLE, STATE OF COLORADO, by and through its COUNTY MANAGER By: � � - Keith Montag 'A` CONTRACTOR: Cross Match Technologies, Inc., ` L`'`A o r p � corporation BY: ..0 J . /}1,/ • i Its: n/r / 11 EXHIBIT A SERVICES 12 h o 0 0 0 0 0 0 0 o o ° 00 0 E u M a 0 • e N g Cl y ' CL r. d To O 0 N 0 ,. F 00 ... G w ca • a, G4 V Gj A 0 0 0 0 0 0 0 0 q 0 00 0 00 0 M V, O N • = r — t p ' CL 0. s n d e N I 4 7 e a e V _ e U °y' ` e c e To c a CA 40 •Pm.y U O O : cl r_ , O e 2. w oo '4 --' w A v n 3 U ry �\ � d N oo V d �c .� Ltl U 0 `n '-' co y a is {¢y��] Cal) i r" O •'�� Vn Q W O 0 ',� e*+ _I 0 cn > , r �� � . � 1 s o w E o. 0 t. 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C 114 b CI 0 le s CA CA o an 0 c � w s fii N >+ O U 3 O a.) z s cr an 7 C o e E L U I 3 O 0 U 2 s ci 0 0 pp 't O N C IS N E o 6 al ' �D a NRM O O 7 t ..2 0-i ,--� Ma N C U E C VD 0 7 .Ma 2 A 3 > N ~ ~� U U + M g N N N ,4 � e0 .0.4 0 6Q U� U U 0 0 e e_ � n o a y c ° � x y � o ° A a E E E r � N H i. a — a v) R o g ' N r O r N y y0 UM a]3C7Us A U ° U U A v O z 0 EXHIBIT B INSURANCE CERTIFICATES 13 A`■REP CERTIFICATE OF LIABILITY INSURANCE DATE pa MIDD/YYYY) 3/26/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), PRODUCER CONTACT Geri Navarro AISI dba Pan American Insurance Agency, Inc. PHONE (A/C. No, Exti; ( 925) 407 -0417 Ira No): (925) 945 -7306 CA Lic# 0F89850 E-MAIL ADDRESS: 9 n navarro@ascesionins.com 87 E Green St., Ste 206 INSURER(S) AFFORDING COVERAGE NAIC# Pasadena CA 91105 INSuRERA:California Ins Co INSURED INSURER B :Continental Ins Co Cross Match Technologies, Inc. INSURER C: 3950 RCA Boulevard NSURERD Suite 5001 INSURER E Palm Beach FL 33410 INSURER F : COVERAGES CERTIFICATE NUMBER:CL1332634273 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE MISR VND POLICY NUMBER fMM10DlYYVY) (h1M /DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE I OCCUR MED EXP (Any one person) _ $ PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE _ $ GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP AGG $ POLICY n ECT n LOC - AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON - OWNED PROPERTY DAMAGE AUTOS $ (Per accident) $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ — EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED 1 RETENTION$ $ A WORKER$ COMPENSATION WO STATU- T OTH- AND EMPLOYERS' LIABILITY X TORY I WITS I FR ANY PROPRIETORIPARTNER /EXECUTIVE YtN 73- 859420 -06 -10 /15/2013 3/15/2014 OFFICER /MEMBER EXCLUDED? n N/ E. L. EACH ACCIDENT $ 1,000,000 B (Mandatory in NH) 73- 859420 -06 -11 3/15/2013 3/15/2014 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E L. DISEASE - POLICY LIMIT _ $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) CERTIFICATE HOLDER CANCELLATION • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County Airport ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 850 Eagle, CO 81631 AUTHORIZED REPRESENTATIVE Bob Underwood /GERI ACORD 25 (2010/05) © 1988 -2010 ACORD CORPORATION. All rights reserved. INS025 (201005).01 The ACORD name and logo are registered marks of ACORD A• CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) `... - 03/26/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. NAME: 1560 Sawgrass Corporate Pkwy, Suite 300 PHONE FAX (A No, Ext): (A/C, No): Sunrise, FL 33323 E-MAIL Attn: FtLauderdale .CertRequest @marsh.com F: 212 - 948 -0512 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # 040812 -- GAUWP -13 -14 INSURER A : Zurich American Insurance Company 16535 INSURED INSURER B ; American Guarantee & Liability Ins Co 26247 Cross Match Technologies, Inc. 3950 RCA Boulevard, Suite 5001 INSURER C: Palm Beach Gardens, FL 33410 INSURER D INSURER E : _ INSURER F : COVERAGES CERTIFICATE NUMBER: ATL 003169007 - 01 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM /DD/YYYY) (MM /DD/YYYY) LIMITS A GENERAL LIABILITY CPO 5964828 -06 03/15/2013 03/15/2014 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTE X COMMERCIAL GENERAL LIABILITY PREMISES (Ea occur ante) $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY PRO X JECT LOC $ B AUTOMOBILE LIABILITY CPO 5964828 -06 03/15/2013 03/15/2014 COMBINED SINGLE LIMIT 1,000,000 (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS x AUTOS OON -OWNED PROPERTY DAMAGE (Per accident) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y/ N TORY LIMITS ER ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICL ES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: Eagle County Airport, 219 Eldon Wilson Rd., Gypsum, CO 81637 Eagle County Airport is included as Additional Insured with respect to General Liability where required by written contract. CERTIFICATE HOLDER CANCELLATION Eagle County Airport SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P.O. Box 850 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle, CO 81631 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Carmen Gordon�ic © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 4