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HomeMy WebLinkAboutECAT13-015 Air-Transport IT Services, Inc. Agreement AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND AIR-TRANSPORT IT SERVICES, INC. THIS AGREEMENT("Agreement")is effective as of the L day of October,2013 by and between Air- Transport IT Services,Inc.a Delaware corporation(hereinafter"Contractor")and Eagle County Air Terminal Corporation, a Colorado non-profit corporation(hereinafter"Corporation"or"ECAT"). RECITALS WHEREAS,Corporation desires to have installed shared-use gate and ticketing counter technology(to include hardware and software as more fully set forth herein)in the airport terminal and training and support services on a trial basis(the"Project");and WHEREAS,the parties agree that the Agreement can be extended beyond the trial basis on the terms and conditions set forth herein;and WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time,skill, expertise,and experience necessary to provide the software,hardware and related services as identified in this Agreement;and WHEREAS,Corporation and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the services and related terms and conditions to govern the relationship between Corporation and Contractor. AGREEMENT NOW,THEREFORE, in consideration of the foregoing and the following promises Contractor and Corporation agree as follows: 1. Services and Equipment Provided by Contractor. a.The period commencing upon execution of this Agreement by both parties and for a period of six(6)months shall be known as the"Trial Period". During the Trial Period Contractor shall provide Services and Equipment(defined below)for a fixed price as set forth in paragraph 7 hereof.The Trial Period is intended to allow the Corporation to evaluate Contractor's Extended Airline System Environment("EASE")shared passenger processing system and local departure control system ("LDCS")application to accommodate charter carriers,non-hosted carriers and non-scheduled flight operations at the Eagle County Regional Airport. b. During the Trial Period and for the fixed sum set forth in paragraph 7 hereof,Contractor shall provide the following"Services": -DV) i. Six(6)temporary workstation software licenses for the EASE FX Software which includes LDCS functionality at no cost to Corporation.Contractor hereby grants to Corporation a temporary,nontransferable,nonexclusive license for use of the EASE FX Software.Use of the EASE FX Software shall include all updates,upgrades,patches and fixes published by Contractor during the Trial Period. At the conclusion of the Trial Period, if Corporation elects to extend the term of the Agreement,then Contractor hereby grants to Corporation perpetual, non-exclusive licenses for use of the EASE FX Software which includes LDCS functionality for the sum of$2,000 per license which shall be due and payable, if and when the Agreement is first extended.Any additional EASE FX Software licenses shall be made available to Corporation for$2,000 per license.Further, Contractor shall provide a warranty for the EASE FX Software, if and when the Agreement is extended and upon payment of the amounts set forth in paragraph 7(e)(ii). Such EASE FX Software warranty includes all upgrades,patches and fixes published by Contractor. ii. Two(2)VMWare Vsphere ESXi-Enterprise(I CPU)licenses iii. Two(2)VMWare Vsphere ExXi Support(1CPU) iv. One(1)VMWare Vcenter Foundation license v. One(1)VMWare Vcenter Foundation Support vi. Two(2)Windows 2012 Server-Essentials licenses vii. One(1)VMWare Virtual Storage Appliance license viii. One(1)VMWare Virtual Storage Appliance Support ix. Any and all required"Professional Services"includes,but is not limited to, oversight,coordination and project management for the timely procurement of the Equipment identified herein, installation,coordination of airline(s), configuration,testing,training of both Corporation and third party airline personnel,as needed,activation and deployment for Phase I and Phase II (defined below)of the Project at the Eagle County Regional Airport such that Corporation receives an operational shared use gate and ticketing technology system all in a manner acceptable to Corporation in its reasonable discretion. x. Travel to the Eagle County Regional Airport during Phase I and Phase II for installation,configuration,testing,training,activation and deployment. 2 xi. Contractor shall be responsible for coordinating and implementing host access for each airline's Departure Control System(DCS)which shall be accomplished by either Virtual Private Network(VPN)or Wide Area Network(WAN). xii. Contractor shall provide warranties for the Equipment during the Trial Period and during any extension if such hardware warranty is purchased by Corporation pursuant to paragraph 7(e)(i)hereof. xiii. Contractor shall transfer the perpetual non-exclusive licenses to any third-party software to Corporation. xiv. Contractor shall provide a warranty for all third-party software(currently Windows and VMWare)during the Trial Period or any extension.This warranty shall commence upon activation and includes any and all updates,upgrades, patches and fixes. xv. 24/7 remote help desk support from Orlando technical center for the duration of the Trial Period and any extension hereof. 24/7 support shall begin upon activation. The support shall include call-in support for functional assistance and level two technological support and troubleshooting;proactive coordination, management and deployment with third party airlines;and level three proactive and reactive support for Equipment and software(both EASE and third-party software). In the event the Agreement is extended beyond the Trial Period,the parties shall make good faith efforts to further define the 24/7 remote help desk support in a mutually agreeable service level agreement. c. During the Trial Period and for the fixed sum set forth in paragraph 7,Contractor shall procure,install,configure and test the following"Equipment"to the reasonable satisfaction of Corporation: i. Server Hardware a. Two(2)Dell Power Edge R620 b. One(1)Dell Power Edge R310 ii. Gate Counter(2)Double Positions a. Four(4)Dell PC Without VM Workstation b. Two(2)Vidtronix MAP w/cabinet c. Four(4)Access MSR/OCR Keyboard d. Two(2)Epson Printer e. Two(2)PC-Embedded Backwall Signage 46"LCD f. Two(2)Lucasey LCD Wall Mounting Hardware iii. Boarding Door Podium a. Two(2)Dell PC without VM Workstation 3 b. Two(2)Boarding Gate Reader iv. Spare Hardware a. One(1)Dell PC without VM Workstation b. One(1)Vidtronix MAP without cabinet c. One(1)Access MSR/OCR Keyboard d. One(1)Epson Printer e. One(1)Boarding Gate Reader f. One(1)PC-Embedded Backwall Signage 46"LCD d. Contractor shall be responsible for all risk of loss before the Equipment or materials identified in this Agreement is delivered, installed and finally accepted by Corporation including the costs of shipping to Corporation,insurance and special packing charges, if any.The carrier,method of shipment and other matters relating to shipment shall be determined by Contractor. e. Corporation shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event Corporation does not accept the Equipment for any reason in its sole discretion,then Contractor shall at no charge to Corporation(i)take the equipment back; (ii)exchange the equipment;or(iii)repair the equipment.Title to all Equipment,hardware and materials shall pass to Corporation upon payment by Corporation free of any liens. f. During the term of this Agreement and any extension hereto(if the Equipment (hardware warranty is purchased for the extension),Contractor shall provide a warranty on the Equipment such that Contractor shall promptly and at no cost to Corporation remedy and correct any error, nonconformity or defect in Equipment reported to Contractor by repair or replacement of the Equipment. g. With respect to any third party software,materials or Equipment,if any,provided by Contractor hereunder,Contractor shall,to the extent legally permitted,pass through to Corporation all warranties provided by the licensor or manufacturer. h. Contractor hereby warrants the Services, including any maintenance and support will conform to the requirements of this Agreement. i. Contractor agrees to diligently provide all Services,labor,personnel,software,hardware, Equipment and materials necessary to perform and complete the tasks identified herein. j. Contractor shall procure,install,configure and test the Services and Equipment at the Eagle County Regional Airport in two(2)phases: i. "Phase I"means the procurement, installation,configuration and testing to allow for service and use of EASE by Air Canada at the Eagle County Regional Airport. Phase I shall be implemented and working in a manner acceptable to Corporation no later than December 15`h,2013. 4 ii. "Phase II"means the installation,configuration and testing to allow for service and use of EASE by American Airlines,Delta Airlines and United Airlines at the Eagle County Regional Airport. Any additional or future airline configuration beyond those identified herein(excluding any charter airline using the EASE FX Software shall be chargeable on a per carrier,time and materials basis if and as required by Corporation.The parties agree that the hourly rate for such additional services shall not exceed$200 per hour.The cost of Professional Services shall be a one-time fee of$6,000 per airline(excluding charter airlines). Contractor shall provide a proposal to Corporation setting forth the costs associated with all such additional services.Any additional services must be approved in writing by both parties.Any work without an agreement shall be at Contractor's sole expense. Phase II Services and Equipment shall be activated to the satisfaction of Corporation no later than February 28,2014. k. In the event the parties elect to extend the term of this Agreement additional software costs may apply.Any extension and additional costs must be agreed to in writing by the parties. I. Contractor agrees to furnish the Equipment and Services in accordance with the dates set forth in this Agreement. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform its obligations under this Agreement. m. Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. n. Contactor shall not use any Corporation data without the advance written permission of Corporation. 2. Services and Equipment Provided by Corporation or Third parties.Corporation shall be responsible for timely providing(1)three standard 19"rack slots to accommodate the Contractor's procured,installed,configured and tested EASE redundant head end server hardware;(2)uninterruptable power for head-end server hardware;(3)local network connectivity;(4)electric both passive and active; (5)millwork/cabinetry;(6)first level support subsequent to system activation;and(7)office space during engagement period.Airlines or other third parties shall supply consumables(print heads,ticket stock, boarding pass stock,bag tag stock or the like). 3. Corporation's Options at End of Trial Period.At the end of the Trial Period Corporation shall either(i)notify Contractor in writing of its desire to terminate this Agreement;or(ii)notify Contractor in writing of its desire to extend the term of this Agreement. a. In the event Corporation terminates this Agreement at the end of the Trial Period then, Corporation shall keep all Equipment and third party software(VMWare and Windows)and all licenses and manufacturer warranties for Equipment and third party software shall be assigned or otherwise transferred to Corporation. Corporation shall not be entitled to continued use of EASE. 5 b. In the event Corporation desires to extend this Agreement,such extension(s)shall be for successive one(1)year term(s)that may be renewed annually by written notice from Corporation to Contractor and payment of the applicable amounts set forth in paragraph 7(e)hereof. 4. Corporation's Representative. The Eagle County Aviation Director,or his designee, shall be Contractor's contact with respect to this Agreement and performance of the Services. 5. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 14 hereof,shall continue in full force and effect for a period of six months from the date of final acceptance which date shall be documented in writing by the parties,or such longer period as the parties may agree in writing. 6. Modification. This Agreement may not be amended or supplemented,nor may any obligations hereunder be waived,except by agreement signed by both parties.No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by Corporation 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 Corporation 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 hereunder. In the event that written authorization and acknowledgment by Corporation for such additional services is not timely executed and issued in strict accordance with this Agreement,Contractor'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. 7. Compensation. Corporation shall compensate Contractor for the performance of the Services and Equipment during the Trial Period the fixed sum of ninety-nine thousand and seven dollars ($99,007.00). a. The fixed sum shall be paid in three(3)progress payments of$33,002.00 each. The first progress payment shall be due with a notice to proceed from Corporation to Contractor. The second progress payment shall be due forty-five(45)calendar days prior to commencement of system installation and configuration work;and the third progress payment shall be due upon system activation. b. This Agreement may be extended beyond the Trial Period for successive one(1)year term(s)as set forth in paragraph 3(b). c. At the conclusion of the Trial Period, if Corporation elects to extend the term of the Agreement,then Contractor hereby grants to Corporation perpetual,non-exclusive licenses for use of the EASE FX Software for the one-time payment of$2,000 per license to be paid by Corporation at the time of the extension. d. The parties have agreed to establish in advance the cost of(i)Equipment(hardware) warranties,(ii)software warranties,and(iii)24/7 remote desk support should this Agreement be 6 extended. In any year, if Corporation elects to extend the Agreement, it shall purchase the software warranties(EASE and third-party)as well as 24/7 remote desk support as set forth herein. Equipment (hardware)warranties are optional. e. If this Agreement is extended,the following annual maintenance costs shall apply: i. Equipment/Hardware Warranty is$11,088. This amount is calculated at 25.94% of actual Trial Period hard ware costs totaling$42,752. Future Equipment/Hardware Warranty costs will be adjusted based upon any additional hardware purchases and/or retirements. ii. Software Warranty(EASE and Third-party)is$10,000. Fixed software maintenance costs supporting unlimited number of EASE FX perpetual use licenses. iii. 24/7 Remote Support is$16,000. Fixed remote support costs irrespective of number of activated EASE workstations. iv. All warranties and support described above are subject to a maximum increase of three percent(3%)annually and shall be provided as set forth in paragraph 1 hereof. f. If,at any time during the term or after termination or expiration of this Agreement, Corporation reasonably determines that any payment made by Corporation to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from Corporation, Contractor shall forthwith return such payment(s)to Corporation. Upon termination or expiration of this Agreement,unexpended funds advanced by Corporation, if any,shall forthwith be returned to Corporation. g. Corporation will not withhold any taxes from monies paid to the Contractor hereunder and Contractor 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. 8. Subcontractors. Contractor acknowledges that Corporation has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without Corporation's prior written consent,which may be withheld in Corporation's sole discretion. Corporation shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom Corporation has an objection, in its reasonable discretion,shall be assigned to the Project. Contractor shall require each subcontractor,as approved by Corporation and to the extent of the Services to be performed by the subcontractor,to be bound to Contractor by the terms of this Agreement,and to assume toward Contractor all the obligations and responsibilities which Contractor,by this Agreement,assumes toward Corporation.Corporation shall 7 have the right(but not the obligation)to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its agents,employees and subcontractors. 9. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. 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. iii. 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. iv. Professional liability insurance with prior acts coverage for all Services required hereunder including cyber liability, in a form and with an insurer or insurers satisfactory to Corporation, with limits of liability of not less than$1,000,000 per claim and$2,000,000 in the aggregate. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County Air Terminal Corporation,Eagle County,their associated or affiliated entities, its successors and assigns,elected officials,employees,agents and volunteers as additional insureds. ii. Contractor's certificates of insurance shall include subcontractors as additional insureds under its policies or Contractor shall furnish to Corporation separate certificates and endorsements for each subcontractor. All coverage(s)for subcontractors shall be subject to the same minimum requirements identified above. Contractor 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 Contractor and its subcontractors until the applicable statute of limitations for the Project and the Services has expired provided that the coverage is commercially available at a reasonable premium. iii. 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. iv. All policies must contain an endorsement affording an unqualified thirty(30) days' notice of cancellation to Corporation in the event of cancellation of coverage. 8 v. The parties hereto understand and agree that the Corporation 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 Corporation, its affiliated entities,successors or assigns, its elected officials,employees,agents and volunteers. xii. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 10. Indemnification. The Contractor shall indemnify and hold harmless Corporation,and any of its officers,agents and employees against any losses,claims,damages or liabilities for which Corporation 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 Contractor or any of its subcontractors hereunder;and Contractor shall reimburse Corporation for reasonable attorney fees and costs,legal and other expenses incurred by Corporation 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 Corporation to the extent that Corporation is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 11. Ownership of Documents. All documents prepared by Contractor or sub-contractors in connection with the Services shall become property of Corporation. Contractor shall execute written assignments to Corporation of all rights(including common law,statutory,and other rights, including copyrights)to the same as Corporation shall from time to time request. For purposes of this paragraph, the term"documents"shall mean and include all reports,plans,studies,tape or other electronic recordings,drawings,sketches,estimates,data sheets,maps and work sheets produced,or prepared by or for Contractor(including any employee or sub-contractor in connection with the performance of the Services and additional services under this Agreement). 12. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i) personally delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii) when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv)when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. CORPORATION: Eagle County,Colorado Attention:Greg Phillips 500 Broadway Post Office Box 850 9 Eagle,CO 81631 Telephone:970-328-2648 Facsimile: 970-328-2687 With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle,CO 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 CONTRACTOR: Air-Transport IT Services, Inc. Attention:Chris Keller 5950 Hazeltine National Dr.—Suite 210 Orlando,FL 32822 Telephone: 407-370-4664 Facsimile:407-370-4657 13. Coordination. Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various contractors. Contractor shall coordinate the Services required hereunder with the other contractors that are identified by Corporation to Contractor from time to time,and Contractor shall immediately notify such other contractors, in writing,of any changes or revisions to Contractor's work product that might affect the work of others providing services for the Project and concurrently provide Corporation with a copy of such notification. Contractor shall not knowingly cause other contractors extra work without obtaining prior written approval from Corporation.If such prior approval is not obtained,Contractor shall be subject to any offset for the costs of such extra work. 14. Termination. Corporation may terminate this Agreement,in whole or in part,at any time and for any reason,with or without cause,and without penalty therefor with seven(7)calendar days' prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide Corporation with all documents as defined in paragraph 11 hereof,in such format as Corporation shall direct and shall return all Corporation owned materials and documents.Corporation shall pay Contractor for Services satisfactorily performed to the date of termination. If such termination should occur after the Trial Period and during an extension of this Agreement,then any funds advanced to Contractor for warranties and support shall be prorated to the date of termination and such unused portion shall be returned to Corporation. 15. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof,shall be litigated in the District Court for Eagle County,Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 10 16. Execution by Counterparts;Electronic Signatures. 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. 17. Other Contract Requirements. a. Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct,at its sole expense,all significant errors and omissions therein. The fact that the Corporation has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care,skill and diligence applicable to Contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel,if necessary,are duly licensed to perform the Services within Colorado. b. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of Corporation. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership, joint venture or any other relationship between Corporation and Contractor except that of independent contractor.Contractor shall have no authority to bind Corporation. d. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws,codes,rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Contractor shall not assign any portion of this Agreement without the prior written consent of the Corporation. Any attempt to assign this Agreement without such consent shall be void. 11 g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Contractor shall maintain for a minimum of three years,adequate financial and other records for reporting to Corporation. Contractor shall be subject to financial audit by federal,state or Corporation auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours,upon 48 hours' notice to Contractor.Contractor shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge,no employee of the Corporation has any personal or beneficial interest whatsoever in the Services or Equipment described in this Agreement.The Contractor has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 1. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. 18. Prohibitions on Government Contracts. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101,et.seq.,regarding Illegal Aliens-Public Contracts for Services,and this Agreement. By execution of this Agreement,Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement and that Contractor 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 Agreement. a. Contractor shall not: i. Knowingly employ or contract with an illegal alien to perform Services under this Agreement;or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 12 b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement 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.gov/xprevprot/programs/gc 1185221678150.shtm c. Contractor 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. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Contractor shall be required to: i. Notify the subcontractor and Corporation within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien;and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Contractor 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). f. If Contractor violates these prohibitions, Corporation may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to Corporation as required by law. g. Corporation will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and Corporation terminates the Agreement for such breach. [rest of page intentionally left blank] 13 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY AIR TERM ph. • L CORPORATION By: j/( lit-- , J -S,y:J. Fisher,Chair •• c (t,(, �L� I' L0 Ti-4A-- yoQ % Attest: M \ill Teak J. Simonton,Clerk V CONTRACTOR: AIR-TRANSPO,' T SERVICES,INC. '111111. 11111.111" Tit j/S/AG`x/T' : eoa PRINT NAME: dff.4aFP//eR 6. 'off 14