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HomeMy WebLinkAboutECAT12-017 Videotronix, Inc. Agreement AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND VIDEOTRONIX, INCORPORATED d/b /a VTI SECURITY INTEGRATORS '�sti1b" THIS AGREEMENT (this `"Agreement ") is made this l- 15- day o er 2012, by and between Eagle County Air Terminal Corporation, (hereinafter "ECAT" or "County "), and VideoTronix, Incorporated d/b /a VTI Security Integrators, a Minnesota corporation with a principal place of business of 401 West Travelers Trail, Burnsville, MN 55337 ( "Consultant "). RECITALS WHEREAS, ECAT desires to make improvements to its existing video surveillance system at the Eagle County Regional Airport Terminal, including replacement of the video surveillance system software and replacement of certain cameras (the "Facility "); and WHEREAS, ECAT desires to hire Consultant to perform the services and to provide the equipment outlined in Section 1.1 hereunder; and WHEREAS, Consultant is authorized to do business in the State of Colorado, has represented that it has the experience and expertise necessary to provide said services and equipment to ECAT; 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 related terms and conditions to govern the relationship between. Consultant and County in connection with the services. 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: ARTICLE 1— SCOPE OF SERVICES 1.1 The Consultant will provide the services and equipment set forth on pages 1 -3 of Consultant's proposal, attached hereto as Exhibit A and incorporated herein by this reference. The services will be provided in two phases and are generally described as: (1) Phase One: providing and installing Ocularis CS software for the video surveillance system (the "Phase 1 Services "); and (2) Phase Two: providing and installing three outdoor fixed IP cameras and six indoor fixed IP cameras for the video surveillance system and providing and downloading associated Ocularis CS camera licenses and providing and installing Ocularis CS camera software (the "Phase 2 Services "). The Phase 1 and Phase 2 Services are collectively referred to herein as the "Services ". The Ocularis CS software and the IP cameras described on Exhibit A are hereinafter referred to as the "Equipment ". 1.2 Consultant agrees to furnish all services, labor, personnel, materials and equipment necessary to perform and complete the Services in accordance with this Agreement. Performance of and completion of the Services shall occur no later than December 21, 2012 (the fi(Z -6191 "Completion Date "). Time is of the essence with respect to this Agreement. By executing this Agreement, Consultant confirms that the time limitations set gr forth herein are reasonable. The Completion Date may only be changed by an amendment to this Agreement. Any claim for an extension in the Completion Date shall be based on written notice delivered to ECAT within ten days of the occurrence of the event giving rise to the claim. 1.3 LIQUIDATED DAMAGES: ECAT and Consultant recognize that time is of the essence of this Agreement and that ECAT will suffer financial loss if the Services are not completed within the time specified in paragraph 1.2 above, plus any extensions thereof allowed in accordance with this Agreement. They also recognize the delays, expense, and difficulties involved in proving at a legal or arbitration hearing, the actual loss suffered by ECAT if the Services are not completed on time. Accordingly, instead of requiring such proof, ECAT and Consultant agree that as liquidated damages for delay (but not as a penalty) Consultant shall pay ECAT $250.00 each day that expires after the time specified in paragraph 1.2 for completion until the Services are complete. 1.4 ECAT shall have the right to inspect all Equipment prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. In the event ECAT does not accept the Equipment because it is non - conforming or defective, then Consultant shall upon ECAT's request and at no charge or cost to ECAT (i) take the Equipment back, (ii) replace or (iii) repair the Equipment. 1.5 Consultant shall provide training on the Osularis CS software to ECAT staff as set forth on Exhibit B, attached hereto and incorporated herein. The dates and times of the training will be scheduled by mutual agreement of the parties. 1.6 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. L7 Any services required in addition to the Services described in this Section 1 (the "Additional Services ") shall be performed by Consultant only after approval of 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. ARTICLE 2 — ECAT'S REPRESENTATIVE 2.1 The Eagle County Airport Director shall be Consultant's contact with respect to this Agreement and the performance of the Services. 2 ARTICLE 3 — TERM OF AGREEMENT 3.1 The Services shall commence upon execution of this Agreement and, subject to the provisions of Article 8 hereof, shall continue in full force and effect until the Services are satisfactorily completed in accordance with the terms of this Agreement. ARTICLE 4— CONSULTANT'S REPRESENTATIONS In order to induce ECAT to enter into this Agreement, Consultant makes the following representations: 4.1 Consultant , 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. 4.2 Consultant will make, or cause to be made, examinations, investigations, and tests as it deems necessary for the performance of the Services. 4.3 To the extent possible, Consultant has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. 4.4 To the extent possible Consultant, has given ECAT written notice of all conflicts, errors, or discrepancies that he has discovered in the Agreement. 4.5 Consultant will be responsible for provision of the Services and shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to like Consultants. Further, in rendering the Services, Consultant shall comply with the highest standards of customer service to the public. Consultant shall provide appropriate supervision of its employees to ensure the Services are performed in accordance with this Agreement. 4.6 In addition to any specific guarantees required by this Agreement and any other documents related to this Agreement, Consultant promises the Equipment will be new and promises to perform the Services in a workmanlike manner and guarantees all Services against defects in materials or workmanship for a period of one (1) year from date the Services are completed and accepted by ECAT, or such longer period as may be provided by law. 4.7 All guarantees and warranties of Equipment and other materials furnished to Consultant or subcontractors by any manufacturer or supplier are for the benefit of ECAT. With respect to any third party software provided by Consultant hereunder, Consultant shall, to the extent legally permitted, pass through to County all warranties provided by the licensor or manufacturer. 4.8 Consultant assumes all risk of loss with respect to the Equipment until title to the Equipment passes from Consultant to ECAT, at which time ECAT shall assume all risk of loss with respect to the Equipment. Notwithstanding anything to the contrary herein, for purposes of 3 . this Section 4.8 title shall pass to ECAT after Consultant has installed the Equipment and ECAT has inspected and approved the Equipment as installed. Consultant further warrants that Consultant (or any other person performing Services covered by this Agreement) purchased all materials and /or Equipment free and clear of all liens, claims, security interests or encumbrances. 4.9 Within a reasonable time after receipt of written notice, Consultant shall correct at its own expense, without cost to ECAT, and without interruption to ECAT's occupancy: a) Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and b) Any damage to other work or property caused by such defects or the repairing of such defects. 4.10 Guarantees and warranties shall not be construed to modify or limit any rights or actions e have against Consultant in law or in equity. ECAT may otherwis h E Y against q 4.11 Warranties required by this Agreement shall commence on the date of completion of and acceptance of the Services and Equipment by ECAT and shall terminate one (1) year after such date or such longer period as may be agreed to by the parties or as may be required by applicable law. 4.12 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 Services or Equipment 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 services, in this area, at this time. ARTICLE 5 — ENTIRE AGREEMENT 5.1 This Agreement and Exhibits A - C (the "Contract Documents ") represent the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement and Exhibits A, B and C. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 6 - COMPENSATION 6.1 For performance of the Services and installation of the Equipment as set forth on Exhibit A, ECAT will pay Consultant the amounts specified in Exhibit A. The maximum amount of compensation under this Agreement shall not exceed twenty -seven thousand three hundred - seventy three dollars ($27,373.00) without a signed amendment to the 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. 4 6.2 Consultant shall submit an invoice for the Phase 1 Services upon acceptance by County of the Phase 1 Services. Consultant shall submit an invoice for the Phase 2 Services and Equipment upon acceptance by ECAT of the Phase 2 Services and Equipment. 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 and accepted by ECAT. 6.3 ECAT 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. 6.4 All invoices must be mailed or delivered in- person to the following address to ensure proper payment. Invoices sent by fax or email will not be accepted. Eagle County Airport Terminal Corporation P.O. Box 850 Eagle, Colorado 81631 6.5 If, prior to payment of compensation or reimbursement for services but after submission to ECAT of a request therefore by Consultant, ECAT reasonably determines that payment as requested would be improper because the services were not performed as prescribed by the provisions of this Agreement, ECAT 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, ECAT reasonably determines that any payment theretofore paid by ECAT 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 ECAT, Consultant shall forthwith return such payment to ECAT. Upon termination of this Agreement as hereinafter provided or expiration of the Term, any unexpended funds advanced by ECAT to Consultant shall forthwith be returned to County. 6.6 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to ECAT 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). ARTICLE 7 - INDEMNIFICATION: 7.1 The Consultant shall indemnify and hold harmless ECAT and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECAT 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 5 Consultant shall reimburse ECAT for any and all legal and other expenses including attorney fees and costs incurred by ECAT 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 ECAT to the extent that ECAT is solely liable to such third party for such claims without regard to the involvement of the Consultant. ARTICLE 8 - TERMINATION: 8.1 ECAT may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Consultant of a written notice of termination specifying the date upon which termination becomes effective. 8.2 In the event the Consultant files for bankruptcy or is declared bankrupt or dissolves, ECAT may declare in writing that this Agreement is immediately terminated, and all rights of Consultant and obligations of ECAT are terminated, except payment of accrued but unpaid fees as set forth in Section 8.3 hereof. 8.3 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, and for all Equipment accepted by ECAT. ARTICLE 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 Air Terminal Corp. 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 Consultant: VideoTronix, Incorporated d/b /a VTI Security Integrators 401 West Travelers Trail Burnsville, MN 55337 6 • • 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. ARTICLE 10 — INDEPENDENT CONSULTANT 10.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship between ECAT and Consultant or ECAT and Consultant's employees. Consultant and its employees shall be, and shall perform as, independent Consultants. No officer, agent, subcontractors, employee, or servant of Consultant shall be, or shall be deemed to be, the employee, agent or servant of ECAT. Consultant shall be solely and entirely responsible for the means and methods to carry out the Services under this Agreement and for Consultant's acts and for the acts of its officers, agents, employees, and servants during the performance of this Agreement. Neither Consultant nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of ECAT. ARTICLE 11— INSURANCE REQUIREMENTS 11.1 At all times during the term of this Agreement, Consultant shall maintain insurance on its own behalf in the following minimum amounts: Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and $1,000,000 for property damage, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. Comprehensive liability and property damage insurance issued to and covering Consultant and any subcontractor with respect to all Services performed under this Agreement and shall also name ECAT as an additional insured, in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or.Occurrence: $1,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 Professional Liability (Errors and Omissions) Insurance including Cyber Liability, with prior acts coverage for all Services and any Additional Services required hereunder, in a 7 form and with insurer or insurers satisfactory to ECAT, with limits of liability of not less than $1,000,000 per claim and $1,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) network security liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to the Equipment including denial of access unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, ECAT's computers, computer system, network or similar computer related property and the data, software and programs thereon. 11.2 Consultant shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit C. All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to ECAT in the event of cancellation of coverage. 11.3 If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to ECAT, ECAT shall be entitled to terminate this Agreement upon reasonable notice. 11.4 Consultant's insurance shall be primary and the provisions of this Section 11 shall survive termination of this Agreement. ARTICLE 12 — SUBCONTRACTORS AND NON - ASSIGNMENT: 12.1 Consultant acknowledges that ECAT has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub - consultant or subcontractor agreements for the performance of any of the Services or without ECAT's prior written consent, which may be withheld in ECAT's sole discretion. ECAT shall have the right in its reasonable discretion to approve all personnel assigned to perform the Services and no personnel to whom ECAT has an objection, in its reasonable discretion, shall be assigned. Consultant shall require each subcontractor, as approved by ECAT and to the extent of the Services to be performed by the subcontractor to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward ECAT. 12.2 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. 8 ARTICLE 13 - JURISDICTION AND VENUE: 13.1 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. 13.2 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. ARTICLE 14 — OWNERSHIP OF DOCUMENTS AND MATERIALS: 14.1 All documents and data (including electronic files) which are obtained during, purchased or prepared in the performance of the Services shall remain the property of ECAT and are to be delivered to ECAT before final payment is made to Consultant or upon earlier termination of this Agreement. ARTICLE 15 — INTELLECTUAL PROPERTY/CONFIDENTIAL INFORMATION: 15.1 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. 15.2 All ECAT Confidential Information shall be held in strict confidence by Consultant during the term of this Agreement, and Consultant shall not, without ECAT's prior written consent, (a) 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 (b) 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 ECAT's Confidential Information may irreparably damage ECAT. ECAT shall be entitled to seek an injunction from any court having appropriate jurisdiction restraining Consultant from any unauthorized use or disclosure of ECAT Confidential Information, subject to the exceptions set forth below. 15.3 Disclosure of ECAT 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 Consultant shall first have given notice to ECAT and allowed ECAT 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 9 under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; or (iii) Consultant received the prior written consent to such disclosure from ECAT, but only to the extent permitted in such consent. ARTICLE 16 — MISCELLANEOUS 16.1 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. 16.2 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 16.2.1 If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Consultant will participate in the E- verify Program or other Department of Labor and Employment program ("Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Contract. 16.2.2 Consultant shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 16.2.3 Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http:// www .dhs.aov /xprevprot/proarams /ac 1185221678150.shtm 16.2.4 The Consultant shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. 16.2.5 If the Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Consultant shall be required to: (i) Notify the subcontractor and ECAT within three days that the Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 10 (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph 7.2.5 the subcontractor does not stop employing or contracting with the illegal alien; except that the Consultant shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 16.2.6 The Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8 -17.5- 102(5). 16.3.7 If a Consultant violates these prohibitions, ECAT may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Consultant shall be liable for actual and consequential damages to ECAT as required by law. 16.3.8 ECAT will notify the office of the Colorado Secretary of State if Consultant violates this provision of this Contract and ECAT terminates the Contract for such breach. 16.4 Invalidity or unenforceability of any provision of this Agreement shall not affect the . other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 16.5 Consultant acknowledges that ECAT has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub- contract agreements for the performance of any of the Services or without. ECAT's prior written consent, which may be withheld in ECAT's sole discretion. ECAT shall have the right in its reasonable discretion to approve all personnel assigned to perform the Services and no personnel to whom ECAT has an objection, in its reasonable discretion, shall be assigned. Consultant shall require each sub - consultant, as approved by ECAT and to the extent of the Services to be performed by the sub - consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward ECAT. 16.6. The signatories aver that to their knowledge, no employee of the County or ECAT has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Consultant has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Consultant's Services and Consultant shall not employ any person having such known interests. 16.7 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. 11 16.8 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 16.9 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. EAGLE COUNTY AIR TERMINAL ORP., STATE OF COLORADO, " 11147 / P . o •.), • , Chairman ATTEST: . 411111. 6 ; * Teak Simonton � Clerk to the Board 6L4 kx.r CONSULTANT: VIDEOTRONIX, INCORPORATED d/b /a VTI SECURITY INTEGRATORS l I '— Title: 4.0 STATE OF tUrelote ) SS COUNTY OF ?.2 �LB��> ) The foreg 'ng instrume t was acknowledged before me by dhfi 1'/CGc�I� k as Y !/ l (( /"(Sd of VideoTronix, Incorporated d/b /a VTI Security Integrators on this a7thday of / / Gw✓nk 2012. My commiss.;,.;�.;;es: .2O7(v r1ACq ' -. NOTAR y N a Public —as— 12 'PA '°UBIIG:Ao '� .... COQ ......P, OF ., ,.,. -.. EXHIBIT A SERVICES 13 C security November 8, 2012 Eagle County Regional Airport PHASE I-- Special OnSSI Ocularis Upgrade Program: Five years of Software Upgrade Program (SUP) support includes Ocularis CS software licensing for both the base system software and forty -two existing cameras: OnSSI SUP-DC-CS-5Y Ocularis CS five -year software upgrade plan (SUP) BASE $ 1,767.00 OnSSI SUP-0C-CS-1C-5Y Ocularis CS five -year software upgrade plan 42 CAMERAS $ 8,865.00 VTI labor for upgrade, setup on server & workstation, and readdressing IPs $ 1,200.00 Drive time $ 300.00 Mileage and per diem $ 818.00 Project management $ 118.00 TOTAL, THIS PHASE: $13,063.00 PHASE 11-- Replacernent and addition o selected cameras: Six Axis P3354 indoor fixed IP minidome camera, 1MP $ 4,082.00 Three Axis P3364 -VE outdoor fixed minidome camera, 1MP $ 2,820.00 Jumpers $ 168.00 OnSSI 0C- CS- 1COcularis new camera licenses (9) $ 2,691.00 OnSSI SUP-0C-CS-1C-5Y Ocularis five year software upgrade plan for (9) cameras $ 1,773.00 VTI labor for installation of above cameras and licenses $ 1,425.00 Drive time $ 300.00 Mileage and per diem $ 818.00 Shipping $ 87.00 Project management $ 141.00 TOTAL, THIS PHASE: $14,305.00 i Al! Cat cable and PoE network switches by Customer. SUP must be in effect for all active cameras. As new cameras are added, new SUP fees will be added to extend base program coverage proportionally. As an option, pricing for cameras added after the base program is in effect may be pro -rated to match expiration date of plan for existing system. Specific quote will be provided on request. Taxes excluded. • • ■ s ecurity VTI Billable Rate Summary: Discounted hourly rate for Ocularis - certified technician: $ 75.00/hour Overtime rate: $ 112.50 /hour Travel time (portal- portal): $ 50.00 /hour Subsistence and lodging per day: $ 350.00 /day /tech. During the one -year VTI warranty period, remote support to address warranty issues shall be included at no charge; any defective equipment may be returned to VT( for repair or replacement at no additional charge. Any on -site VTI support that is required to address equipment issues under warranty shall be billable at published rates. Correction of any VTI installation defects during warranty shall be provided at no charge. After the initial installation, VTI remote support for loading new camera licenses and for downloading licenses will be billable as required, based on hourly rates quoted above. (Remote access must be provided by the Airport). On -site support will be billable at rates shown above. VII warranty does not apply to any equipment or software provided by the Customer or others. security November 8, 2012 Eagle County Regional Airport Video Surveillance Service Upgrade GENERAL - 1. All work to be done during normal weekday working hours. 2. Proposal includes drive time (at reduced hourly rate), subsistence, and lodging. 3. Training on new system software will be provided by VTI Security. 4. Customer shall provide new server(s), storage, workstation PCs, and network switches. Servers and workstations must meet minimum OnSSI standards for Ocularis CS software. Equipment provided by the Airport must be in place and networked prior to VTI starting work on Phase I. 5. All network support for cameras and computers shall be provided by the Customer. 6. VTI liability shall not include responsibility for the calculation or accuracy of any third -party engineering and /or third -party consulting service. In nc event shall VTI's Ii exceed the cost of - ` -- - - - - -f- - c Equipment ncr shall its liability include indirect or consequential damegcs of any kind or character. All liability of VTI hc'cunder shall terminate upon thc expiration of the applicable warranty period. 7. Idle time incurred by VTI employees due to absence of required escorts, clearances, inability to enter the workplace, or other factors beyond our contral, will be considered a change to the contract. L. Any error er emi :siol} k constructicn or installation of the system must be celled to the attention of days thc installation shall be considered accepted as complete by thc customer. 9. All new equipment and materials listed in this proposal will be under warranty for one (1) full year . from the date of acceptance of the Equipment and materials by ECAT. Labor shall be under warranty for one (1) year from the date of completion and acceptance of the Services by ECAT. This warranty is contingent upon the proper use and maintenance of the Equipment and any cabling system provided by VTI. The warranty shall not apply if adjustment, repair, parts replacement or system modification, addition or deletions are accomplished by persons other than SIC. 10. VTI warranty does not apply to any equipment or software provided by the Customer or others. 11. Customer will notify VTI of any existing hazardous materials or conditions at the site where installation is performed. 12. Computer workstations are not included. '' 3 - Propcsa' va-li 4 for 30 days, after which it is subject to revision. 14. Taxes are excluded; Customer to provide confirmation of exempt status upon request. 15. TERMS: NET: 30 days. 16. The Customer shall provide escorts for VTI personnel working in restricted areas until such time as they are cleared to work unescorted. 401 West Travelers Trail, Burnsville, MN 55337 P: 952 -894 -5343 F: 952 -894 -0509 751 Pine Ridge Road, Golden, Colorado 80403 P: 303 - 216 -2700 F: 303 -216 -2595 207 Sutton Lane, Colorado Springs, CO 80907 P: 719- 955 -0672 F: 719- 955 -0688 1265 E. Wisconsin Avenue, Suite F, Pewaukee, WI 53072 P: 414- 517 -7180 6305 S. Western, Amarillo, TX 79I10 V: 800 -241 -1476 1003 E Lincolnway, Cheyenne, WY 82001 www.vtisecuritv.com EXHIBIT B TRAINING Training will include the following: • Overview of the capabilities of Ocularis for a general audience (users and administrators) • How to access the application • Setting up and changing Customer user names and passwords (administrators) • How to set up user roles Demonstrate loading the client software on a workstation • Explain the various functions available on the operator's display • Viewing live video • Demonstrate setup and changing of camera views on display • How to control PTZ cameras (if applicable) Show how to recover recorded video based on different parameters Exporting a video clip /snapshot • How to check the system to ensure video is being recorded Check for video being retained for the correct time period • Discuss offloading video to other storage devices on the network (optional) • Questions /Answers 14 EXHIBIT C INSURANCE CERTIFICATES 15 ' Fax Server 11/26/2012 9:08 :01 AM PAGE 3/004 Fax Server BAG R '4 R CERTIFICATE OF LIABILITY INSURANCE OATE(MM/ 11/26/22012 012 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 pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and condltions of the policy, certain policies may require an endorsement. A statement on thls certificate does not confer rights to the certificate holder In lieu of such endorsernent(s). PRODUCER (952) 945 -0200 CONTACT Associated Financial Group PHONE FA3C IA/C. No. Ern: 1 (A1C, No): 12600 Whitewater Drive EMAIL ADDRESS: Minnetonka, MN 55343 PROOUCER CUSTOMER ID *: VIDEINC -02 INSURERS) AFFORDING COVERAGE NAIC • INSURED Video Tronix, Inc. - INSURER A : Scottsdale Insurance Company 41297 dha VTI Security Integrators PISURER B : Hartford, The 401 West Travelers Trail, INSURER C : Hartford Accident & Indemnity Company Burnsville, MN 55337 INSURER 0 : 1 . 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 TYPE OF ADDLISUBH POLICY EFF POUCYEXP LTR IN4R Wvr POLICY NUMBER (MM/DDIYYYY) I rMM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 • A X IJ COMMERCIAL GENERAL LIABILITY X BCS0029068 .11/1/2012 11/1/2313 DAMAG iO�RENTED PREMtS_S { _a our enter $ 100,000 CLAIMS -MADE n OCCUR MED DCP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE UMTAPPUES PER PRODUCTS - COMP /0P AGG $ 2,000,000 POLICY PRO- 7 LOC $ � ,Icr I I AUTOMOBILEUABIUTY COMBINED SINGLE LIMIT $ 1,000,00C B X ANY AUTO 41UENJJ3924 11/1/2012 11/1/2013 (Es accident) BODILY INJURY (Par poison) $_ ALL OWNED AUTOS - - BODILY INJURY (Par accident) $ SCHEDULED AUTOS - PROPERTY DAMAGE $ _ HIRED AUTOS (Per ecddent) NON O W NED ALTOS $ X UMBRELLAUAB X OCCUR EACH OCCURRENCE $ 5,000,00C ` EXCESS LIAR CLAIMS -MADE AGGREGATE $ 5,000,000 A — XLS0085288 11/1/2012 11/1/2013 DEDUCTIBLE. $ _ RETENTION $ $ WORKERS COMPENSATION X TORY l IM UU - I OTH- ER AND EMPLOYERS LIABILITY C 0 ICRF O R E RTNERECUTIVEYN - NtA 41WEBG1294 11/1/2012 11/1/2013 5 L EACH ACCIDENT $ 500,000 (Mandatory In NH) - E L DISEASE - EA EMPLOYEE s 500,000 It ves, describe under DESCRIPTION OF OPERATIONS below EL DISEASE - POLICY LIMT $ 500,00C DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks.Schedule, It more space is required) Job Location: ECAT, 219 Eldon Wilson Road, Gypsum, CO 81637 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE Eagle County Air Terminal Corporation THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 tY P ACCORDANCE WITH THE POUCY PROVISIONS. PO Box 850 Eagle, CO 81631 - AUTHORIZED REPRESENTATIVE �- ' _______—_ ®1988.2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD