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HomeMy WebLinkAboutC14-037 Productive Solutions, LLC AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND PRODUCTIVE SOLUTIONS,LLCM 2-V9 SAM M4 2i This Agreement("Agreement") dated as of this day of eeccnbbe 3;is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its County Manager, with a mailing address of 500 Broadway, Post Office Box 660, Eagle CO 81631 ("County"), and Productive Solutions, a division of VF Management LTD, a Nevada limited liability company with a mailing address and principal place of business of 4600 Kietzke Lane, Suite M248,Reno,Nevada, 89502 ("Consultant"). RECITALS WHEREAS, County desires to purchase a fare media pass production and personalized identification module (the "Fare Media ID Production Module" or the "Module") and associated hardware and software for use by the Eagle County Regional Transportation Department; and WHEREAS, County desires to hire Consultant to provide the Module,the associated hardware and software and the technical support and other services outlined in Section 1.1 hereunder; and WHEREAS, Consultant represents that it has the knowledge and expertise to provide the Module and the associated hardware, software and services hereunder; and WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the services and the related terms and conditions to govern the relationship between Consultant and County. AGREEMENT NOW THEREFORE, based upon the representations by Consultant 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 Consultant shall provide the following"Services": a. Hardware and Software. The Consultant will procure, install, configure and test the Hardware (as defined herein) and Software (as defined herein) for the operation of the Fare Media ID Production Module as described in this Agreement and the Productive Solutions Proposal attached hereto as Exhibit A and incorporated herein by this reference. Specifications for the Hardware are set forth in the addendum section of Exhibit A (the "Hardware"). Software will be customized by Consultant for the Module as set forth on page 4 of Exhibit A (the "Software"). The Module will enable users to manage passes, including magnetic card encoding, and will include the specifications set forth on page 4 of Exhibit A. The Hardware and the Software for the operation of the Module shall collectively be referred to herein as the "Deliverables". 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. b. Training. Consultant shall provide training in the use of the Module and the associated Deliverables as set forth in Exhibit A, and shall furnish the County with customized user manuals. c. Technical Support: Consultant shall provide full system technical support for the Module ("Technical Support"). The first year of Technical Support will commence on the date following installation, configuration,testing and acceptance of the Module ("First Year Technical Support"). The First Year of Technical Support is included in the Contract Price. Technical Support shall include unlimited toll free telephone support and/or remote access using Logmeln.com or GoToMeeting. Technical Support shall be available from 7:30 am through 5:00 pm Monday through Friday, Pacific Standard Time, excluding holidays. Support during non-business hours is available at the rate of$180.00 per hour. Consultant will use its best efforts to respond within four(4) hours of notice from County of the need for Software Support. Any such notice from County shall,to the extent possible, identify all issues and defects, and, in connection with the provision of such Technical Support. Consultant will use its best efforts to correct all major defects within twenty-four(24)hours after notice from County of the major defects. For purposes of this Agreement, a major defect is defined as a failure of the Module whereby a critical core function is inoperative or overall performance renders the Module inoperable and results in a significant impact to County operations. Consultant can be reached by phone at 800-598-2956 or by email support at supports a,productivesolutions.net. i. Technical Support shall include all program changes to the installed Software, a10%discount on custom program modifications, and system bug fixes and general updates for the Module. New development or enhanced system functionality outside of what was included in the Module will be considered Additional Services. The addition of any other AFM module is considered outside the scope of the Technical Support. ii. When Technical Support is provided and upgrades or bug fixes are required, Consultant shall provide a"Change Request" form and replacement folders that will provide instructions for making the change and to document what is being changed, as well as instructions for test notes and rollback. Consultant may also make system changes directly to the Module using County's VPN and user credentials. d. Ongoing Technical Support. Following expiration of the First Year of Technical Support, the County shall have the option to renew the Technical Support for additional one-year periods on the same terms and conditions as set forth herein pursuant to a written amendment to this Agreement(each a"Renewal Term"), except that compensation for the second Renewal Term shall not exceed$1,200 and compensation for subsequent Renewal Terms shall be subject to an annual price escalation of 3%. e. Travel. Travel to the Eco Transit Center for installation, configuration, testing, activation,training and meetings with County. 2 1.2 Consultant hereby grants to County two(2)perpetual,nontransferable print station licenses and unlimited network licenses (the"Licenses")for use of the Software/Module in accordance with the terms and conditions of this Agreement. Such Licenses shall include all Software supplied by Consultant pursuant to the terms of this Agreement,and all updates,upgrades, patches, and fixes published by Consultant during the term of this Agreement. 1.3 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. 1.4 Any services required in addition to the Services described in this Section 1 and in Exhibit A("Additional Services") shall be performed by Consultant only after written approval of the County. Orders for Additional Services shall be acknowledged by County and Consultant in writing,prior to any such work identified as Additional Services is performed by Consultant. Failure by Consultant to obtain written authorization and acknowledgement by County for Additional Services shall result in non-payment for any such Additional Services or work performed. Consultant 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 Consultant and County, all Additional Services shall be subject to the terms and conditions of this Agreement. County may also by written notice to Consultant make any reasonable reductions to the scope of the Services and the compensation payable to Consultant shall be reduced in a fair and reasonable amount on account thereof. 2. Delivery and Acceptance of Deliverables: 2.1 Consultant shall timely perform procurement, installation, configuration and testing of its required Deliverables in accordance with the terms of this Agreement. Inspection and acceptance by County shall not be unreasonably delayed or refused. For purposes of this Agreement, County"acceptance"shall be defined as: a. The completion of Hardware and Software installation; b. The completion of training those individuals available during the onsite visit by Consultant; c. Successful demonstration of printing and encoding of any and all pass types outlined in Exhibit A for which a fare structure exists that can be provided to Consultant before the onsite visit date. 2.3 Consultant agrees to furnish the Services in accordance with the dates set forth in this Agreement. Consultant has represented that it has the expertise and personnel necessary to properly and timely perform the Services. 2.3 Consultant shall be responsible for all risk of loss before the Hardware identified in this Agreement is delivered, installed and finally accepted by the County including the costs of 3 shipping to County, insurance and special packing charges, if any. The carrier,method of shipment and other matters relating to shipment shall be determined by Consultant. 2.4 The County shall have the right to inspect all Hardware. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Hardware for any reason in its sole discretion,then Consultant shall at no charge to County(i)take the Hardware back; (ii)exchange the Hardware; or(iii)repair the Hardware.Title to all Hardware,hardware and materials shall pass to the County upon payment by County free of any liens. 2.5 For a period of one year from the date of acceptance of the Deliverables by the County,Consultant shall promptly and at no cost to County remedy and correct any error, nonconformity or defect in Hardware or Software reported to Consultant by repair or replacement of the Hardware or Software. Warranties do not include any Hardware damage, after acceptance by the County,caused by any unauthorized use and unacceptable use(i.e.,dropping unit from any height or forcing, beyond reasonable tolerance any unit doors or latches,to enable) 2.6 With respect to any third party software,materials or hardware, if any,provided by Consultant hereunder, Consultant shall,to the extent legally permitted,pass through to the County all warranties provided by the licensor or manufacturer. 2.7 Consultant hereby warrants the Services,including any maintenance and support will conform to the requirements of this Agreement. 2.8 Consultant agrees to furnish all services, labor,personnel and Software and Hardware necessary to perform and complete the Services in accordance with this Agreement. 3. Services and Equipment provided by County: 3.1 The County shall be responsible for timely supplying the server and workstation requirements set forth on page 7 of Exhibit A. 4. Term of Agreement; Termination: 4.1 The Services shall commence upon execution of this Agreement, and unless earlier terminated as set forth herein, shall proceed as follows: the Deliverables shall be furnished, installed, configured and tested, and the Module fully functional within forty-five (45) days of execution of this Agreement. Technical Support shall commence on the date of acceptance by the County of the Deliverables and shall continue thereafter for a one (1)year period (the "Term"). Upon written agreement of the parties,the Technical Support may be extended as set forth in Section 1.1 d above. 4.2 This Agreement may be terminated by County, at any time and for any reason, with or without cause, and without penalty upon fourteen (14)days written notice. In the event the Consultant files for bankruptcy or is declared bankrupt or dissolves, County may declare in writing that this Agreement is immediately terminated, and all rights of Consultant and obligations of County are terminated, except payment of accrued but unpaid fees as set forth in Section 3.3 hereof. 4 4.3 In the event of any termination of this Agreement, Consultant shall be compensated for all Services then satisfactorily completed,prorated through the date of termination. 5. Compensation: 5.1 Upon acceptance by the County of the Deliverables and receipt by County of an invoice from Consultant, County shall pay to the Consultant the sum of$24,500.00 (the "Contract Price") as set forth in Section 5.2 below. The Contract Price includes compensation for the First Year of Technical Support. The total compensation allowed under this Agreement shall not exceed$24,500.00 without a signed amendment to this Agreement. Consultant 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 County. Fees for any Additional Services will be as set forth in an executed addendum to this Agreement. County may in its sole discretion withhold part of any payment on account of defective or nonconforming Deliverables or other Services performed by Consultant. 5.2 Consultant shall submit an invoice upon acceptance by County of the Deliverables setting forth 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 Services which are satisfactorily completed. 5.3 In the event the County elects to extend the term(s) of the Technical Support as set forth in Section 1.1 d above, Consultant shall submit an invoice to County for the cost of such Technical Support as of the date of the commencement of the applicable Renewal Term(s). Such fee shall be paid within thirty (30) days of receipt of a proper and accurate invoice from Consultant. 5.4 All invoices may be emailed, mailed or delivered in-person to the following address to ensure proper payment. Eagle County Regional Transportation Authority P.O. Box 1070 Gypsum, Colorado 81637 (970) 328-3520 (p) (970) 328-3539 (1) 5.5 If,prior to payment of compensation or reimbursement for services but after submission to County of a request therefore by Consultant, 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 Consultant 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, Consultant 5 .__.. ....... 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 Consultant shall forthwith be returned to County. 5.6 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 Consultant 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 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). 5.7 The County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6. Indemnification: 6.1 Consultant shall indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees may become 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 Consultant or any of its subcontractors hereunder; and Consultant shall reimburse County for any and all attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that the County is solely liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 7. Consultant's Professional Level of Care and Additional Duties: 7.1 Consultant 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 Consultant shall be responsible for the completeness and accuracy of its performance under this Agreement, including the performance of any sub-consultants 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 the County has accepted or approved the Deliverables or the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform its obligations in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants who are providing similar Deliverables, Software and Support Services, in this area at this time. 7.3 Consultant agrees to work in an expeditious manner,within the sound exercise of its 6 judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. By executing the Agreement, Consultant confirms that the time limitations set forth herein are reasonable. 7.4 All funds received by Consultant 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. Consultant shall provide the County with progress reports upon County's request. 7.5 Consultant 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. Consultant shall be subject to financial audit by federal, state or County auditors or their designees. 7.6 Consultant shall comply with all applicable federal, state and local rules, regulations and laws governing services of the kind provided by Consultant under this Agreement. 7.7 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Hardware described in this Agreement. The Consultant has no beneficial interest, direct or indirect,that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 8. Independent Consultant: 8.1 With respect to the provision of the Consultant's Services hereunder, Consultant acknowledges that Consultant is an independent Consultant providing Consultant's services to the County. Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner or representative of County. The Consultant 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. 8.2 The Consultant and its employees are not entitled to workers' compensation benefits through the County. The Consultant is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Consultant and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than the County. The Consultant 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. 7 9. Notice: 9.1 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 Regional Transportation Authority P.O. Box 1070 Gypsum, Colorado 81637 (970) 328-3520 (p) (970) 328-3539 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328-8685 (p) (970) 328-8699 (f) The Consultant: Productive Solutions 4600 Kietzke Lane Suite M248 Reno,Nevada 89502 (775) 322-5700 (p) (775) 322-5803 (f) 9.2 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. 10. Insurance: Consultant agrees to provide and maintain at Consultant's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: 10.1 Types of Insurance. a. Workers' Compensation insurance as required by law. b. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired,and non-owned vehicles. c. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations, broad form property damage with limits of liability not less than$1,000,000 per occurrence and$2,000,000 aggregate limits. 8 10.2 Other Requirements. a. The automobile and commercial general liability coverage shall be endorsed to include Eagle County and its associated or affiliated entities, its successors and assigns, elected officials,employees,agents and volunteers as additional insureds. b. Consultant's certificates of insurance shall include subcontractors as additional insureds under its policies or Consultant shall furnish to the County separate certificates and endorsements for each subcontractor. All coverage(s) for subcontractors shall be subject to the same minimum requirements identified above. Consultant and subcontractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition,all such policies shall be kept in force by Consultant and its subcontractors until the applicable statute of limitations for the Services has expired provided that the coverage is commercially available at a reasonable premium. c. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an"A.M.Best"rating of not less than A-VII. d. All policies must contain an endorsement affording an unqualified thirty(30) days' notice of cancellation to the County in the event of cancellation of coverage. e. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to the County, its affiliated entities, successors or assigns,its elected officials,employees, agents and volunteers. f. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. g. Insurance certificates required by this Agreement are attached hereto as Exhibit B. 11. Subcontractors: 11.1 Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant 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. Consultant shall require each sub-consultant or sub-contractor, as approved by County and to the extent of the Services to be performed by the sub-consultant or sub-contractor,to be bound to Consultant by the terms of this Agreement, and to assume toward 9 Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. 12. Jurisdiction: 12.1 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. 13. Ownership of Documents and Materials: 13.1 Consultant shall execute any bill of sale or other documents required by County to transfer title to the Hardware to County. Vendor shall provide County with copies of any instruction or operations manuals and shall further provide copies of any warranties associated with the Hardware. 14. Intellectual Property/Confidential Information: 14.1 Intellectual property shall include trade secrets, copyrights, patents, technical information and any and all proprietary rights relating to the foregoing ("Intellectual Property"). Consultant shall have the right,but not the obligation,to file and prosecute all rights in and to any or all of its Intellectual Property, in its own name and at its own cost against any third parties whose activities (i) violate, infringe, unfairly complete with, or are likely to violate, infringe, or unfairly compete with any or all of the Software; or(ii)cause,or are likely to cause,harm, injury, or damage to, County or Consultant. 14.2 Confidential information shall include copyrights,technical information provided by one party to another pursuant to this Agreement relating to the research, development, products, processes, business plans, customers, finances, suppliers or personnel data of a party ("Confidential Information"). Confidential Information does not include any information(i)known to the receiving party prior to it being provided; (ii)which has become publically known through no wrongful act of the receiving party; (iii) which the receiving party independently developed as evidenced by appropriate documentation; or (iv) of which the receiving party becomes aware from any third person with the lawful right to disclose such information to the receiving party. 14.2.1 All County Confidential Information shall be held in strict confidence by Consultant during the term of this Agreement, and Consultant shall not, without County's prior written consent, (i) disclose such information to any person or entity other than to Consultant's employees or consultants legally bound to abide by the terms hereof and having a need to know such information in connection with Consultant's performance of its obligations hereunder, or (ii) use such information other than in connection with the performance of its obligations hereunder. Consultant understands and agrees that the unauthorized use or disclosure of County's Confidential Information may irreparably damage County. County shall be entitled to seek an injunction from any court having appropriate jurisdiction restraining Consultant from any unauthorized use or disclosure of County Confidential Information, subject to the exceptions set forth below in Section 14.3. The County will notify Consultant in writing immediately upon transfer of any County Confidential Information to Consultant so appropriate management procedures can be implemented. 10 14.2.2 All Consultant Confidential Information shall be held in strict confidence by County during the term of this Agreement, and County shall not,without Consultant's prior written consent, (i) disclose such information to any person or entity other than to County's employees or consultants legally bound to abide by the terms hereof and having a need to know such information in connection the County's performance of its obligations hereunder, or (ii) use such information other than in connection with the performance of its obligations hereunder. County understands and agrees that the unauthorized use or disclosure of Consultant Confidential Information may irreparably damage Consultant. Consultant shall be entitled to seek an injunction from any court having appropriate jurisdiction restraining County from any unauthorized use or disclosure of Consultant Confidential Information, subject to the exceptions set forth below in Section 14.3. The Consultant will notify County in writing immediately upon transfer of any Consultant Confidential Information to County so appropriate management procedures can be implemented. 14.3 Disclosure of County or Consultant Confidential Information shall not be precluded if: (i) Such disclosure is in response to a valid court order or other governmental body of the United States or any political subdivision thereof, or pursuant to the provisions of the Colorado Open Records Act; provided however, that the recipient of such confidential information shall first have given notice to the other party and allowed the other party an opportunity consistent with the timing set forth in the Colorado Open Records Act to obtain a protective order to avoid disclosure, or to require that the information to be disclosed be used only for the purposes for which the order was issued; (ii) such disclosure is necessary to establish rights to enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; or(iii)the recipient of such confidential information received the prior written consent to such disclosure from the disclosing party,but only to the extent permitted in such consent. 14.4 Except as expressly provided in this Agreement, nothing in this Agreement will be deemed to grant a party any license, sublicense, copyright interest, proprietary right or other claim against or interest in the other party's copyrights,patents,trade secrets or other intellectual property. 16. Other Contract Requirements: 16.1 Each of the exhibits referred to herein and attached hereto is an integral part of this Agreement and is incorporated herein by reference. 16.2 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. 16.4 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. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by the County for such additional services. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable 11 hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 16.5 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. 16.6 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 contained herein shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision contained herein. 16.7 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 16.8 In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibits and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. 16.9 This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach hereof. 16.10 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 suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 16.11 Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. 17. Execution by Counterparts; Electronic Signatures: 17.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. EAGLE COUNTY, COLORADO by and through its County Manager By: ��■ !L> - eith Montag, County Manager CONSULTANT: ik-DWN .le M4 N04,6,Z_ 4-TA) Productive Solutions, LLC, a Nevada limited liability company By: Its: Ili_ / c li)4tt7 13 EXHIBIT A SERVICES 14 „1/4,t, productive soiutions SECURrrs<SENStDIVEToots rdTEGRIr1-S4SEDTECHNOLOGY. J;t,« A Division of VF Management LTD Exhibit A ECO Transit Proposal AFM Fare Media ID Production ECO Transit Proposal page 1 productiv alutions SEr~URPYSENSiTIVETOOLS ./ jNNTEGRM-BASED TEO-A(0106v A Division of VF Management LTD About Productive Solutions Based in Reno, Nevada, Productive Solutions was founded in 1992 and is an industry leader in providing custom applications and system integration services for streamlining workflow processes. Productive Solutions has assisted regional transportation authorities with fare media pass production and personalized identification for over 12 years, and has also provided systems for point of sale, cash accounting, inventory control, tracking and reporting. Our experience in other industries includes solutions for time and attendance, access control, and providing interfaces to work with a variety of applications and environments. Our solutions are based on a core software module that is customized for each client. This ensures a dependable and cost effective solution for: • Interfacing systems for better data sharing • Streamlining processes for improved efficiency, accuracy, tracking and reporting • Training and ongoing support to ensure consistent organization-wide use • Ensuring scalability for future expansions and needs Productive Solution's AFM system is a comprehensive solution for effectively managing all facets of transit fare media production, inventory, sales and accounting, and is authorized to seamlessly interface with GFI Fare Structures. ECO Transit Proposal page 2 SECURITYFSENSITVETOOLS AiTEGRI e-BASED ECnNOLO i csoiutIons 1iri�� A Division of VF Management LTD References Productive Solutions has developed successful and long-term relationships with our clients, who are located throughout the United States. Our client references include: Long Beach Transit Jennifer Abro, 562-599-8544 1963 E. Anaheim Street, Long Beach, CA 90801-8753 Orange County Transportation Authority Lloyd Sullivan, 714-560-5957 600 South Main Street, Orange, CA 92863 Spokane Transit Authority Theresa Overhauser, 509-325-6063 1230 West Boone Avenue, Spokane, WA 99201 Additional references available upon request. Approach Productive Solutions takes a hands-on, team-oriented approach that ensures effective communications and efficient use of resources. Following are the key steps we are recommending for ECO Transit fare media project. Productive Solutions will coordinate and conduct a kick-off meeting with ECO Transit stakeholders to review and/or establish project objectives, timelines, roles and responsibilities, communication channels, and reporting requirements. Productive Solutions will meet with the designated ECO project team to define tasks, responsibilities, and timelines. We will also coordinate and conduct regular meetings throughout the project to monitor and update the project plan, resolve issues and remove any roadblocks. Once a project plan and effective timeline is established, Productive Solutions will conduct project team overview training on application functionality enabling the team to effectively carry out responsibilities during the project. This also helps determine user teams and identify responsibilities, while further identifying specific software needs, such as interfaces, and reports. Productive Solution provides on-site Installation and Training of the fare media module. As well as provide online help and user manuals created specifically for ECO Transit. ECO Transit Proposal page 3 productiveso/utions 11 , A Division of VF Management LTD Deliverables The AFM system solution includes software and hardware for the operation of Fare Media ID Production module for transit. All modules are web-based applications, using MSSQL Databases. Included within the response on all components is onsite installation and training of the software and hardware. Hardware includes manufacturer warranty and depot service. Fare Media Production The Fare Media module enables users to manage passes, including Magnetic Card Encoding. This module includes: • SQL database/web enabled application • Browser architecture • Ability to produce personalized identification passes and badges for o Seniors - fare card photo ID o Disabled -fare card photo ID o Employee -fare card photo ID's • Easily maintained and updated • Base level design includes data encrypted access sign-on security • Analytical tools (including support for Crystal Reports) • Five custom pass generators, including data collection, logging and printing. Setup will include configuration for design and encoding to GFI Version 7 specifications. This included is the ability to encode only, for Period Passes. • Software configured for Magnetics to the current GFI encoding specifications (Printing and encoding to PVC plastic card stock only no paper or thermal paper printing.) • One license authorizing video capture/print stations. Unlimited user viewing and paper report printing, and data access functionality for network users. • Customized reports for database management • The server and workstation are not included but minimum requirements are following ECO Transit Proposal page 4 productive(solutions SECJRITY ENSITIVETOOLS INTEGRI Y 3.,5c"l TECHNOLOGY A Division of VF Management LTD Hardware The following hardware and supplies will be provided by Productive Solutions as part of the ECO Springs Transportation Fare Media Management Solution. Information and specifications of hardware are included in the addendum section of this document. Camera Two Logitech Digital Cameras Printer Two Evolis, Primacy card printers' high-performance, Dual-sided color printer to personalize cards individually or in bulk. The Printer has convenient easy-to-use features designed to produce high quality cards on demand. Features include USB connection, 16 MB of RAM, output hopper with a capacity of 100 cards and control panel with 1 button and 4 LED's. Includes magnetic card encoder, Tracks 1-3. Includes a three year warranty. Card Readers Two Desktop Magnetic Card Reader/Writers Consumables Ribbon Five Evolis series YMCKO color ribbon Cards 1500 CR80 (14miI or 30mil PVC) magnetic cards, photo finish quality ECO Transit Proposal page 5 SECURHYSENSITIVE TOOLS productive(solutions INTEGRM-BASED TECHNOLOGY A Division of VF Management LTD Software Support Productive Solutions is committed to ensuring excellence in client satisfaction and will provide ECO Transit with full system software support for one year after installation of the Fare Media system. Annual support services include: • Unlimited toll free telephone support during normal business hours • Dedicated and experienced U.S. based help desk technicians • An automated system for tracking each issue through resolution • Online support through Logmein (or a comparable product preferred by ECO Transit), which enables Productive Solutions to log in and provide remote technical support directly on ECO Transit AFM system, with limited disruption to system users. This service is available upon approval by ECO Transit IT. • Productive Solutions will also provide online help and user manuals customized for ECO Transit. ECO Transit Proposal page 6 productive(solutions SECURifl SENSITIVE TOOLS mit, !NT GRhfl 8ASEDTEt tNOLOGY A Division of VF Management LTD Server & Workstation Requirements The following hardware must be supplied by ECO Transit and approved by Productive Solutions. ID/ Badging Workstation Requirements Item Description Processor Minimum 1.86 GHz Recommended 2.5GHz or better RAM Minimum 1.99 GB Recommended 4 GB or more Disk Space Minimum 40 GB Recommended 60 GB or more Minimum 4 USB For video capture hardware and card printer encoder station Static IP Address One for each work station. Windows XP or Windows 7 32 or 64 Bit Operating System All Workstation Monitors Screen Optimization of 1280 x 1024 resolution 1. Virtual Machines can be used and are preferred for the Server 2. Client has the option of using existing server environments.The application and database can be placed on the same server or separate if the standard environment prefers. 3. VPN or RDP connectivity is required for installation and support for workstations,application,and database. 4. Administrator access to workstations,applications,and database instance for installation. 5. Firewall and Security: a. Client must be flexible enough in their security to allow firewall openings for data traffic between the SQLServer instance and the workstation. If the application server and SQL instance are physically separated client must install and maintain IIS on the workstation and allow PS specific ports to be opened on the firewall. b. SQLServer security must be set to Mixed Mode with TCP enabled. Server Requirements Item Additional Information Windows Server 2003(32 or 64 bit) SP2 w/IlS Windows Server 2008(32 or 64 bit)*preferred w/IIS,Application Development(w/ASP.NET), 115 6.0 Management Compatibility Microsoft SQL Server 2005/2008(R2) w/Reporting Services Installed Microsoft.NET Framework 2.0 SP2(IIS should be installed prior to.NET) Microsoft.NET Framework 3.5 SP1 Microsoft.NET Framework 4.0 Disk Space 100 GB or more Microsoft Report Viewer Redistributable 2005 ECO Transit Proposal page 7 productive(solutions SECURITYSENS#7 VETOO:Smoo/ INTEGRITY-8,,LDTELir.IOLOGY A Division of VF Management LTD Pricing Fare Media ID Production Software, first year support, two print station licenses $16,000 Consumables ribbon and blank cards $775 Hardware (2) card printers and (2) cameras $5,225 Onsite Travel Expense $2,500 Total for Two Fare Media Production Stations $24,500 SQL Servers/ licensing, operating system licensing and workstation computers are not included in the above pricing. Prices Do Not include any project documentation beyond normal online user manuals. Additionally, the above figures do not reflect any costs for project meetings for PDR, FDR, SIT or any other testing at GFI or ECO. Documentation at approximately $4,000 per level and Meetings at$2,800 per person per day. *The quoted total assumes that all line items are configured and installed as individual projects. Prices exclude applicable sales tax. ECO Transit Proposal page 8 4iveisoluti' pro d ons uct SECURITY-SENSITIVE TOOLS / INTEGRITYBASED TECHNOLOGY A Division of VF Management LTD Primacy y ,....................,,,,, ,„.:, mai IIII al al a .....:........„„...-, ... ,, :,,.,,. :. • P88484 •I' ,. . . . . , ../.:ii • . ,... -. 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Primes"le iii highnd prInter that is POWERFUL EASY-TO-USE easy-to-use,flexible and at When Primacy(X,11WM cards in reeb:Marks to Ship with the Eyote reerrhum&Ate. loaded Wkh 4*EValis Outtlrig-etig* 100-end eapairy nput arn output hoppers software sniulien,Prinlaby 8nake8 Self- encoding tociviosenses,primacyturno Tilf•M r 01.0e$ate 801'4441re/487 knated at adhbhnenta when n operaWil.1Jserst.,ineW, the front vf4 the sillier and Gen be ape„essed from ppreete based aleffl popmpra,yhtfire 24/7 Sits the Ideal solution to issue cards. easily and rrnnhored af a glaiiice.Pere' <a,...y onine ty8p fs availabio had a chbk avaav,, Pr"rm'''''Y onfi MCI''''''''''''''''Tt H1 c'A''''j the vet y first drhlter in its< %0"to offer Cards'/ran es hail:hi 1,rfended al 'on printer% 88414,9 find"8.0080n medum Sva tt, „,1 of peowmames"it a fren dda Ribers are. atraahe n a cSehe WOO tlstth•. gikte,:,...t Wier,to deluer 8,0,411,8M see and Molpent. e)rslem real can easiry be dropped into the , trampailato,0 0a008,8,payment Perla, Tne palter ass amass top ryr„rbh ernt•49 par:fey 10 ach raffson IS autpm--lic.ally net and identified identificatnn tiadicwa,as isiiiil as rrdifh8hatur„, Cluai88 al an Unfilatche0 Pf44844-.414421. J. cards. EO0-FRIENDLY AND SILENT REUABLE Prowcy r•:,..ar.ehmdesfigrf/.8,/.earehr.The p,aiwy benefit::frern the 8hbviefeearxf energy rf/hrhherript:en 6'On 4 ver4.Qe.6 fides erchren rhial,ly sjfa0 cie4 dc'of Evolo.if'' P 5 1 . ' i ,. never fear:printers from the promo 'cc' enables.ophrriced bderalbrhb and Perfect ..,„.. sii.illts, — generahrn.The printer Perfelits from thp reserts..Ewes's,trona,.cofearh_ fmer;to Tairty . ' --------- ENERGY siAR ow Idicalion and hr c00-bliant is leg,endery,am.<fs ex,hesva by a -yea ) ';.,,,,...;_4h" wills.Ira Erb directive wasdirg.y Primacy operates at a tow 48 all boudd ievef .,11.,'"' and therefore.coo'in 144- O'ar)any"40•10 ..),,311,iirOlVO4cnt, • • .. . 1;:--.7,•°,7-::: ''' : ',-'-- -----':'j PRIMACY.POWERFUL AND MODULAR 'Prnfacy persona:COS'color cards in a rehord tone Up ID 210 r,alii$pet rK^A.1,IC(oaf—,buff,.;....and 140<aids.per hour 88 deal-Med printing.The sae*machine cahf print;.:4`,ejr101'06,3 or tsofr. mine,aria ai*dcal-siaalii°pins,aan axe os aiiitsatad on-sae.The fleanfe proter,,.an also be fif red wtti 4.7Afitional.8e8ore at any time<,,91 feognebe and:beriter,Vcontapfkfb erKoling afe mchaed. eviDLIS card printors ECO Transit Proposal page 9 .„,..„ ,„, , ,-, productiveisoluti7ons SEcuR,T' EN IT iNFTrnOL5 iNTEGRIfl B,,SEOT1t TECHNOLOGY l ' ii14t A Division of VF Management LTD • Primacy ,. . , • FIRST-CLASS PERFORMANCES • No irmreased effreieriey ieren a• 1 a 3reu mu ' O ard0 �y: '�. ■ .rA car'ac ea USER-FRIENDLY ' , 1 pfmC,€4,0).`.(..8.£ ■Eesy a. eras t`aarl fearures ■ u x Itt : At a 100,c ard 4aE r nd ho0 err r n i ar en/Xi n;, conveniently xvafraber at from ..iueas ■Mon4orN cl rerraa` cams ar a gbm;e g • a ::&rte E r r nnE.r on AeAcl fray-lo,ralea of me Aa4K{3 4A:$3) A ruerrocerorre z s Supplied with Pane Premium, ;le, - h°Cr ails 7mA O configuration .I a A rightweigrif prefer , j4i t6„S man IG" ' A 2 ...,:j:%. �€ a i� ... ......._ ..._.. _ ..._. .,..moo. >� i g f� 3 is mrtNoia k Ear;per�ur;recparerrenrii: i in ErmMeer can;re wit ad.y'ne Kx�i „eccre alnA 4 a tw r ._ .FEAT ......., ...___ RFTERE`At QEt�RA#.FEATURES AtSSMAi6CCiAft'El{Y ',. •,,,***..ar ,r,k,Ae4.0*.ia Ape,..,&AP* a *VS'E1.1,p0,,V* ..(L ,*!°t3:bs Ef 3* ***1*********h.MA****svaer as e9Tca e3'vsfr,:eKkk..4 11**,:me At r.%51 b`42156*3a rea3mM,§Ex!ig+R****DnA£:a�,tYF $ •363 G1.4x^+*t°,t 4 p ta.^4Ynh5M t.; •Om:4* x-1F#aqdAF i lip *rnw*a Meeu�n:a *+a*cmapp* .+aw*«urma� . . 2 maa APTt'N'S S ACC£S�r1l�rE5 t•; r ara;104-@1a• Adat tNU,,EE •car*a*Ne..srs Nee germs**.'s .+tamdawi:"^U''''''''°' * eemsra.rto: Vrm 4apw�t0r v rtrv.>t txan CAR�MANAGEMENT AND E1'ECi cartoaS I € *4*---.*xarn.*p**:edmr en a:4*IA c '.•I' " 'pv''''''''s rrr m.t4 c.-msrwcwaxt a ��a.��..� sae z. 4 a, e,34 •k4nd 1a'(1}W't'eq,nc&4 taa v t6 "_z., .`,e0f,Anikg.F At4-***is 4 g***Aind#S4A0 c?C ro^3d,ria2 aYaitMaSYN. ;a 0.aaan%ampa,***A.11****P 7*Am 11** •,er??1 hste W°�.tlexa:kF•'3'S,tfiaa ja?4 Yr„+2k: antrt wa,c.Yrp D,^•cmims4�re m•3 %4v-,e fMPoNPe:b 1.aJ4M"A'4'(I Lrt`? t*ONM+I*Sh.PAm' Og Cal l Y o....'dd sA .st*AM t it *�****. r 44 d Sr:1.':::::'`''s:* ****M***************^•r.m4'**N . 8u9 OEHrd MO ••ea.n�s,r..*****€ ***.aX C s t6.4**t, 1 F rag.0 rrsr.;.,G protG. ,�ct: +aai : f YA# I116##*s*!**01��6**u, &t ".CSral 9b, E*'1a d3 •..iuX+Xx e%a:.x xaw.r*imeA i Aear,eiE 11 ,XAVOC T'A'W • 414 -**(4*n none a,•.•,4smm'e$°. n,I f" }yP'y '-Ik�`LS Kx..Pi„- &.X,A;W. E#.¢EtIT�E � !itiwar�'68aa�>;Manv 1 *1 POWER *xxrrltv*4* •Y7 opt AND WEECs#t?' •.azx X M'STtl,1X+naA sxvr 4-WI f a�6 A4ra e`<£a ii143HZ 1 bA > „'" e •P axe x Mr:i..5 e •#.raxr ** bsp. we'awn? atea a*,wnnnca;>arry>rn 3Snaa?'a > i - EE� re;a�; eaaeeaaes�r ,i,�, ,- rasa, i Eon 93 14.10014444441*''''''gi 1.Lit 4.14;A 0..81**4 ',*1:Att to**** 'I M,1 A•CI '7**MI :4 4*** - MP avaomattaao E,ow 4 .i•roVaataPP •M4 A**** 4.i,∎',1" 1166$"+P'40.A4f44aR 0#+a5miftr ooaatan au51oc,ko 'ilax4.000aAr.op65m ,wS+ as.a , n ':::a €•' yd�S� ji a�•y pa t: bN•%T# C,,a,* ;.''& **** ,MM r 1 jj f ,P(x***14aa,3r*MEist**** s**ET1' •a+ 43,AfAL;fd tf0 p- •$.****Ml10Hah:dC4 01k3a0 OA •**pm Ien1,*nn?+ ,,,an ia"'ts i11 Arm*,C.odm G.,da 12*,E*11111,2a * : ' I fl?Jxc'a v#f11P0,..4t gra4sPernev.ataan*Rao.,In NA 4 0 ala Ga4daweL'a ar46 xi0.44141.....*a,',n,,,n,A*1..4?nn n 7"..i.,*C V.P.0Ga.,.A....,,**,1***ee C EUROPE•MIOOLOPAST•AFRICA rD' ES ECd a�1fe,.rus E sL'aaa ISartan 14...MX*de A 6nnneC A/ea 411(1 E' ceaz6.6Tr T�sade T aS;du:lot 447i WCz a"+,.;T,m741,361 412-ieIaP3dvat6..txts ' 1OnWM:3 'A 11C0.8-k sirk.-r La,a*das-rm.si i i6.c, t APIA.FACa C Fume Ada (lc..1,rmen a•and vrks ovn V e V 0111,10%.rx4*-eaaynoaa*crr, _-..... a...._...._... ... . mow s ESrx, WWW.tr,011s,aam acrd ar1ntsrs fa ECO Transit Proposal page 10 productiveisolutions SECiJR SENSITIVE TOOLS ,7 fNTEGRIT)BASEGTECHNOLOGY 11111114.- A Division of VF Management LTD Logitech Hb Webcam C615 Technical Specifications N9d Webcam C615 ffa l l mu mba «ll tli$ lil. tlt t aaraa Webcam V-U0027 End of USB Cable NOTE:*carnation is for reference only and may be subject to change. <erxar i Pr a¢iutx 1#al Ira tTa:s i lame a€;arilfir.aliemat(C.l Y Links Warranty t Self Help See product support page for warranty duration and frequently asked questions Category Webcam OS Support fat Wutdows XP x32,Windows XP x64,Windows Vista x32,1 Vista x64,Windows 7 x32,Windows ws 7 x64,Mac OS 90.6x dr 106,x Software Support(at release) LWS u.22,VD u.t.8 NOTE,Check website for latest software release -5,�.a `'�� �,'�.... �/%%/�' /a� .���ili; !GHz=C PLl Minlnis m 2.4 GPM Core 2 Duo=CPU Minimum System ldogairetaents 2 4 GHz=CPU Recommended 2 4 GHz Core 2 Quad=CPU Recommended 612=RAM biennium 206-RAM Minimum 208 W RAM Recommended 3G8-RAM Recommended o ors S ih at r � Available images) Click for[Front Image! Connection Type Use US8 Type DSO 2.0 USR VR}_P1D 0620 INC Support Yes Microphone Yes Microphone Type Mono Lens and Sensor Type Glass Focus Type Auto Optical Resolution True=2MP,interpolated=&MP Diagonal Field of View(FOV) 74' Focal Length N/A Image Capture({:3 SO) 640 x 480,12 MP,2.0 MP,8 MP Image Capture(964 360P,480P,730P,1080P Video Capture(4:3 S[) 320 x 240,640 x 460 Video Capture(96;91111) 360P,480P,720P;1000P Frame Rate(max) 30 FPS 7640 x480 Right light Yes Video Effects(VFX) N/A N/A productive(solutions SECURITY-SENSITIVE TOOLS iiinrovo/ eNTEGRM,BASED TECHNOLOGY A Division of VF Management LTD Indicabor Lights IUD} I Yes Privacy Shade _I Yes Tripod Mounting Option Yes Universal Clip Adjustability 1_208 dew (range) Cable Length 3 feet(91 4cro)tong with on extension cable af 3 feet(91 4cri)Total leghth with extension cable le 6 feet(182 km) Pokge What is in the box Webcara USB Extension-Stand wIcante,User stocumentabon,Software Installation CO - ' Camera 68 5min(2 finch) 404mm(1.5 inch) 34 4min(14 inch) I 138g(4 Jounce) . ,,,,,,NN."1,,,,,, s c f Frtf rsrrr r xQQ IP TEGF rf-BASED TE r1NQLQbY iiiiai A Division of VF Management LTD ,- ?A1ne tic SStripe //h S /v,`�/ ' Reader n •'p 1 x ' r„ yin, v." O z —s )^ y// Smart I agJ ,,,,, ,,,„,/ . 41:// jil .i '' for reading . �t Mag J a `le magnetic stripe awn" many df Brent interfaces an to a variety of systems.Features and op Include mutt mss.a good read beep, ivvatable 3s,anumeric display,relay, ' .inputs,prngrammatle magstripe masking, ` 'oig and a reatiteiproofing for outdoor use. A e interfaces include PC wedge(keyboard ),RS232,PISit22,TCP/IP,DTMF avfegand, wand emulation and USS,The Smart Mag J is a solution for alrr any system which r magnetic stripe swipe ring, '2 trucks aaaarmt a pe*asking ,..*Add (networked) RS422 or TCPAR „ * inonaal reading * tam connguratkins , over d 160 Oak Street III' i'I Glastonbury,CT 06033 USA Tel:(860)659-9660 International Bar Code Fax:(860)657-3860 email: lnfo@interbarcom http:Anterbar.com EXHIBIT B INSURANCE CERTIFICATES 15 AC D'' PRODU-1 OP ID: DL �I.�' CERTIFICATE OF LIABILITY INSURANCE DATE D/YYYY) I 01(2412014 THIS CERTIFICATE Is issue() 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 Alpine Insurance NAME: Glen Gonfiantini,CIC 6160 Plumas,Suite 100 PHONE 775-829-2345 Reno,NV 89519 IA C,No,Eat): (A/C,No): 775-827-7090 E-MAIL Glen Gonfiantini,CIC ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Hartford 122357 INSURED Productive Solutions 59 Damonte Ranch Pkwy B-339 INSURER B Reno, NV 89521 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM DY/YYYY) (MM DDY EXP D LIMITS GENERAL LIABILITY _ EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY X 53SBAAH8466 11/17/2013 11/17/2014 DAMAGE TO REN 1 ED PREMISES(Ea occurrence) $ 1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY _ $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 X POLICY PRO_ JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A ANY AUTO (Ea accident) $ • 2,000,000 53SBAAH8466 11/17/2013 11/17/2014 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS NON-OWNED PROPERTY DAMAGE --- AUTOS _(PER ACCIDENT) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE --------- AGGREGATE $ DED RETENTION$ — WORKERS COMPENSATION $ AND EMPLOYERS'LIABILITY WC STATU- OTH- A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 53WECGZ8769 X TORY LIMITS I ER OFFICER/MEMBER EXCLUDED? N N/A 04/02/2013 04/02/2014 EL.EACH ACCIDENT $ 1,000,000 (Mandatory in NH) If yes,describe under E.L.DISEASE-EA EMPLOYEE $ 1,000,000 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 is additional insured per general liability per written contract. CERTIFICATE HOLDER CANCELLATION ECOTRAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3289 Cooley Mesa Rd ACCORDANCE WITH THE POLICY PROVISIONS. Gypsum, CO 81637 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD