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HomeMy WebLinkAboutC15-417 AutoClear LLCAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND AUTOCLEAR LLC THIS AGREEMENT ("Agreement") is effective as of the 2.0 day of C,1_461L , 2015 by and between AutoClear LLC, a New Jersey limited liability company (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to contract with Contractor for the inspection and maintenance of the AutoClear x-ray scanner, model #AC7555 (the "Project") located at 0885 E. Chambers Ave., Eagle, Colorado (the "Property"); 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 Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is attached hereto and incorporated herein by reference. These services will include the Preventive Maintenance Check and the annual Platinum Level Service Plan. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent.with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. 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. 2. County's Representative. The Facilities Management Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect for a period of one year. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing 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 County for such additional services in $Ot'.M By: Eagle CouTnty Attorney C IS-- By' Eagle County Commissioners' Office accordance with County's internal policies. 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 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 hereunder. In the event that written authorization and acknowledgment by County 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. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed eight thousand six hundred dollars ($8,600.00). In the event Contractor and County agree upon the need for additional maintenance or repair services beyond the inspections and services described in Exhibit A, total compensation under this Agreement shall not exceed fifteen thousand dollars ($15,000.00) without a written amendment to this Agreement. Prior to commencement of any additional Services at any Property or Properties, Contractor shall first provide County with a written estimate which shall include an estimate of the labor, materials without any mark up and any additional costs necessary to perform the Services at a particular Property or Properties. Each estimate must be approved by County's Representative prior to commencement of the Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County 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 County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. C. County 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. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services 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 the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each 2 G:IMAINTENANCE\Smice Agreements\X-Ray -Justice Center\201RAutoclear Agreement FINAL.docx subcontractor, as approved by County 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 County. County shall 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. 7. 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. 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 $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. 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 County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. V. 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. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as 3 GAMAINTENANCE\Service Agreements\X-Ray -Justice Center\2015\Autoc1ear Agreement FINAL.docx 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 County for reasonable 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 County 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. 9. . Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. 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, or (v) when transmitted via e-mail with confirmation of receipt. 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. COUNTY: Eagle County, Colorado Attention: Ron Siebert 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8881 Facsimile: 970-328-8782 E -Mail: ron.siebert@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONTRACTOR: AutoClear LLC 2 Gardner Road Fairfield, New Jersey 07004 Telephone: 973-276-0600 Facsimile: 973-276-6166 E -Mail: maryb@a-clear.com 11. Termination. County 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 4 GAMANTENANCESuvice Agreements\{ -Ray -Justice Centert20MAutoclear Agreement FINAL.docx Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. 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. 13. 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. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. C. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County 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 shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. 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. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship 5 GAMAINTENANCESe ice Agreements\( -Ray -Justice Center\2015Wutoclew Agreement FINAL.docx between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. 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. i. 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. j. Contractor 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. k. 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. 1. 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. in. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof n. 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 Property 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. o. 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. 15. Prohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual 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. Contractor shall not: Knowingly employ or contract with an undocumented individual 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 undocumented individual to perform work under the public contract for services. 6 G:\MAINTENANCE\Service Agreements\( -Ray -Justice Ccuter\20 MAutoclear Agreement FINAL.docx 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/sc 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 undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; 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 undocumented individual; 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 undocumented individual. 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, County 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 County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 7 G:\MAINTENANCE\Service Agreements\X-Ray -Justice Center\2015Wutodear Agreement FINAL.docx IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: BrentcFall, County Manager CONTRACTOR: AUTOCLEAR LLC z By: / Print Name: �/ ,� (f(,���c/ L�n�+V Title: G,.V AWNTENANCEtService Agreements\{ -Ray -Justice Cented20151Autoctear Agreement F[NALdocx AUTOCLEAR 2 GARDNER ROAD, FAIRFIELD, NEW JERSEY 07004 Tel: 973276-6000; Fax: 973-276-6166 PREVENTIVE MAINTENANCE CHECK PRE -AGREEMENT INSPECTION BILLING ADDRESS: SYSTEM ADDRESS: Eagle County Sheriff Office 0885 E Chambers Ave Eagle, Colorado 81.631 ATTN: Ron Siebert PHONE: 970-328-888I MODEL SERIAL NUMBER WARRANTY EXPIRED COST AC7555 120210P#025MESM 03/07/13 51600 TOTAL: $1600 The Preventive Maintenance Check of the AutoClear x-ray scanner includes: • Inspection of each listed machine • Adjustments, cleaning, recalibrations • Report to customer showing condition of equipment • Radiation survey • Includes labor cost to paibrm a Preventive Maintenance by ONE technician from Control Screening • Included Travel time and expenses • The cost does not include any replacement parts that may be needed. Replacement parts will not be ordered without the approval of the account and a Purchase Order is necessary. CUSTOMER SIGNATURE POSITION DATE ACCEPTED BY AUTOCLEAR DATE: AUTOCLEAR,LLC AGREES TO PROVIDE AND THE CUSTOMER AGREES TO ACCEPT MAINTENANCE AGREEMENT SERVICES ON THE EQUIPMENT LISTED ABOVE TO THE PLAN CHOSEN. EXHIBIT trAa AUTOCLEAR 2 GARDNER ROAD, FAIRFIELD, NEW JERSEY 07004 Tel: 973-276-6000; Fax: 973-276-6166 ANNUAL MAINTENANCE AGREEMENT BILLING ADDRESS: SYSTEM ADDRESS: Eagle County Sheriff Office 0885 E Chambers Ave Eagle, Co 81631 ATTN: Ron Siebert PHONE: 970-328-8881 MODEL SERIAL # AGREEMENT PLAN PRICE C�,, 7555 120210P#025MESM PERIOD 10/01/15-09/30/16 PLATINUM $7000, Q 4$ 900 M-0 TOTAL: $$7000 PLATINUM / $4,900 99—LD 153500 SILVER THERE ARE 2 PREVENTIVE MAINTENANCE CHECKS WITH RADIATION SURVEY PER YEAR WITH THE PLATINUM LEVEL. TO BE SCHEDULED BY THE ACCOUNT. PLEASE SIGN BELOW AND RETURN WITH PO ORPAYMENT CUSTOMER SIGNATURE POSrrION DATE ACCEPTED BY AUTOCLEAR DATE. AUTOCLEAI ,LLC AGREES TO PROVIDE AND THE CUSTOMER AGREES TO ACCEPT MAINTENANCE AGREEMENT SERVICES ON THE EQUIPMENT LISTER ABOVE TO THE PLAN CHOSEN. AUTOCLEAR. SERVICE PLAN OPTIONS X RAY SCANNERS PLATINUM LEVEL USA ONLY • Premier level of service • Preferred Customer status on Emergency Service Calls • Includes all Parts, Labor, Travel and Living Expenses • TWO Preventive Maintenance checks with radiation survey. These are to be scheduled by the account at their convenience. includes Cleaning, Adjustments, Tightening, and Calibrations • Technical Support 800 number • Unlimited visits by a technician for Emergency Technical Problems • One Fixed Cost per Agreement for Maintenance and Emergency Technical repair GOLD LEVEL USA ONLY • Preventive Maintenance check • Includes Labor and Parts • Excludes Travel Costs, and Travel and Living Expenses for all Service calls SILVER LEVEL USA ONLY • Includes Labor • Preventive Maintenance check • Travel and travel related cost • Excludes all Parts. All cost for Parts are charged at List Price to the customer upon installation • ALL PLANS ARE FOR TWELVE MONTH PERIODS • PLATINUM PLAN INCLUDES TWO PREVENTIVE MAINTENANCE CHECK • BASED ON SERVICE PERFORMANCE DURING REGULAR BUSINESS HOURS MaryBeaman Page 1 8I27!2015 Confidential Page 1 8/27/2015 AUTOCLEAR MAINTENANCE AGREEMENT GENERAL TERMS AND CONDITIONS A. Equipment: Titis Agreement covers only the Equipment described and does not include items that are not of AutoClear LLC (AC) manufacture unless otherwise specified. B. INSPECTION: Each item of Equipment shall be inspected and tested each year as specified in the Plan selected Repairs and adjustments will be made provided the need rises from normal usage and not from abuse, labor disputes, fire, water, explosions, or as a result of improper power or environmental conditions that are the responsibility of the Customer, ibis inspection shalt consist of a complete check of the Equipment, alignment, and cleaning when considered necessary by an AC Service Engineer or Authorized Service Representative. C. CONDITIONS OF ACCEPTANCE: AC will inspect and overhaul any Equipment that is not currently covered by either the Warranty or Annual Maintenance Agreement in order to determine that the Equipment is acceptable before enrollment, The inspection and overhaul will be at the Customer's location and will be chargeable at a Discounted Per Diem Rate plus the cost of any parts needed. D. REPAIR: AC shall repair at no charge any Equipment that fails under goi nal usage that is repairable at Customer's location. Equipment that requires factory attention must be returned to the factory for repair at Customer's expense. All items being returned must have & Return Authorization Number that is received from the Service Department. This Agreemcpt does not include repairs resulting from Operator Error, Damage caused by a third party, Acts of Nature, Union Disputes, etc. E. RESPONSIBIII.TY: All services are to be performed in good faith, but no responsibility can be assumed by AC for delays by suppliers in providing material services, for acts of God, decrees or acts of gcvemment, strikes, delays in transportation, Unavailabilitytyof Replacement Parts. interruption of business of either party or other causes beyond AC's control F. COMPONENT EXCHANGES: AC may, at its discretion, exchange or modify components. Only those components, which may have not been altered in such fashion as to destroy their intrinsic value, will be considered suitable for exchange or modification. G. EMERGENCY SERVICE: In addition to the agreed inspection visit, Customer may call for visits at no additional charge during our Regular Business hour; in case of Emergency Technical Breakdowns, The term Emergency Technical Breakdown as used here shall not apply to normal rcplacemcrtt of expandable items. Every responsible effort will be made to give a 24-hour AutoClear response time to emergency calls during regular business hours. H. COVERAGE: The Maintenance Agreement shall cover travel expenses, parts and services as specified in the Service Plan selected See attached Service Plan Qgdons. + �. CUSTOMER FAQ XrM- Customer is to provide resources necessary to move or transport Equipment, including the services of electricians, plumbers, masons, carpenters, or other craftsmen where such services may be necessary in modifying or correcting the customer's facilities. Such service is to be provided promptly. AV qoaawal. , M-40 "--.o Eidin pwtj iris, teirnhintc 0 i3 Alpt_enj ett my tnne till go-anv wijite 14intrgg. ftry Jefo"th vftitioual L. PAYMENT TERMS: Invoices will be issued approximately 30 days prior to the commencement of the Agreement Payment is Net 30 Days from the date of the invoice. Speoial terms are available subject to an additional service charge. Standard U.S. Government payment terms for the period of the Agreement will be extended to all Federal Agencies. Credit Canis are accepted for payment. M.HOURS OF SERVICE: All maintenance rates are based on providing service during our Regular Business hours, 8:30 to 5:00pm. Monday thru Friday excluding Holidays. Where service is required in addition to or outside of these hours, such service is chargeable at our Normal Hourly rate instead of our over -time hourly rate charged to Per Diem Customers, Service outside our normal working hours where a Service Engineer is called from their home has a Four Hour Minimum Charge. N. TRAVEL TIME: Travel time will be that time spent traveling from the last location or from the local Service Office, whichever is the lesser distance under normal circumstances, and then return to same or any portion thercot not chargeable to another Customer. O. GUARANTEE: All Per Dien work performed and all material installed (excluding that material which has its own specific warranty), by AC is guaranteed days from completion date, for that work actually performed to be within manufacturer's specifications. Additional w t , regardless of time interval, will be charged accordingly. P. T _ Eagle County, Colorado is a governmental entity and is exempt from Colorado State/Use tax. Confidential Page 1 8/27/2015 AutoClear initial ,,,,) b I 4w "4/. Partial Fee Schedule Per Diem rate is $165 for all travel and labortime plus mileage, tolls, parking and if the tech has to fly to your location — air fare, car rental, hotels and meals if needed 160 kv generator to repair is $3500 High voltage power supply $2100 PC $3395 17" monitor $250 Detector boards go from $825 to $1930 Motherboard $1450 Keyboard $450 (with Threat button $1200) `4*CERTIFICATE 4F LIABILITY INSURANCE DATE MMIDDIYYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 9/28/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(les) 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 Verona Insurance Agency PO Box 377 NAMEACT Joseph Beringhelli PHONE. -3700 785-3700 FAX -8702 A1C No: (973) 785 E-MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC # Little Falls NJ 07424 INSURERA.The Burlington Insurance Co 23620 INSURED Essex Tech Services, LLC 2 Gardner Road INSURERB., INSURER C: INSURER 0: INSURER E Fairfield NJ 07004 1 INSURER F: 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 LTR TYPE OF INSURANCEINSR ADUL BURRPOLICY WVQ POLICY NUMBER EFF MWDD POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY y 571BW31662 /8/2015 /8/2016 EACH OCCURRENCE S 1,000,000 COMMERCIAL GENERAL LIABILITY DAMAGESOR(EAx_NTE17-PRncei $ 50,000 MED EXP (Any one person) $ 1,000 CLAIMS -MADE l n -J OCCUR PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN`LAGGREGATE LIMIT APPLIES PER: PRODUCTS -COMPIOPAGG S 1,000,000 POLICYFX PRO- LOC S A AUTOMOBILE LIABILITY X 71BW31662 /8/2015 /8/2016 COMBINED SINGLE LIMIT Ee S 1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOSX NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident S UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LIAR CLAIMS -MADE AGGREGATE 5 DED I RETENTIONS S WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY YIN E.L. EACH ACCIDENT § ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE S (Mandatory In NH) Ifes, describe under E.L. DISEASE - POLICY LIMIT 5 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS t VEHICLES (Attach ACORD 101, AddlUonal Remarks Schedule, If more space Is requhred) Eagle County, its associates or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are included as Additional Insured per written contract per form GSG-G-010 08 09. Eagle County 500 Broadway PO Box 850 Eagle, CO 81631 25 (2010/05) ui-u, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Heitmann/BOBBIJ ®...F Q 1988-2010 ACORD CORPORATION. All rights reserved. „Maud, nn1a.1, ❑l Tha arnpiri name anri Innn ara ranictorari markc of Ar.r1Rr1 EXHIBIT >I► �rr s CONTR-3 OP ID: BM 4CORD' DATE (MM/DDNYYY) CERTIFICATE OF LIABILITY INSURANCE 09/28/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME CT Desiree Meshki Jacobson, Goldfarb &Scott Inc 960 Holmdel Rd, BuildingI PHONE Holmdel, NJ 07733 A/c No.Ext :732-834-9800 a/c No ; 732-834.0233 E-MAIL Desiree Meshki ADDRESS: dbabbitt@jgsinsurance.com INSURED Essex Tech Services, AutoClear 2 Gardner Road Fairfield, NJ 07004 COVFRAnPA r1=M1 inar�. A,Charter Oak Fire Insurance Co. B: D: KtVIWUN 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 Do LTR TYPE OF INSURANCEINSO POLICY NUMBER POLICY EFF MM/DD POCK EXP MM/DD LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MAGE 171 OCCUR EACH OCCURRENCE S PREMISES Ea occurrence S MED EXP (Any one person) S PERSONAL & ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ jE o � LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT S Ea acrident BODILY INJURY (Per person) 5 BODILY INJURY (Per accident) S PROPERTY DAMAGE Per accident $ 5 UMBRELLA UAB EXCESS LIAB CLAI OCC!nE EACH OCCURRENCE 5 AGGREGATE 5 DED RETENTIONS WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTI61BOX21513 OFFICERIMEMBER EXCLUDED? (Mandatory in NH) It yes, describe under DESCRIPTION OF OPERATIONS below A 03/02/2015 03/02/2016 $ X STATUTE ERH E.L. EACH ACCIDENT 5 1,000,00 E.L. DISEASE - EA EMPLOYE $ 1,000,00 E 0DISEASE - POLICY LIMIT S 1,000,00 DESCRIPTION OF OPERATIONS! LOCATIONS VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) !^CDTICIP`ATC Unl ntr, Eagle County 500 Broadway PO Box 850 Eagle, CO 81631 ACORD 25 (2014/01) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE � lig W I V00 -w14 At,VKU GUKF'UKA IIUN. All rights reserved. The ACORD name and logo are registered marks of ACORD ESSEX TECH SERVICES 51 ROUTE 46 WEST FAIRFIELD, NEW JERSEY 07004-2206 October 23, 2015 Eagle County 500 Broadway PO Box 850 Eagle, Colorado To Whom it May Concern: AutoClear is the sole manufacturer and provider of equipment and parts for the AutoClear security x-ray scanners and Checkgate Metal Detectors. Essex Tech Services is a subsidiary of AutoClear for service and installations. Essex Tech Services does the on-site service and Essex Tech Service technicians are exclusively trained and certified to repair AutoClear security x-ray scanners. All parts are supplied to Essex Tech Services from AutoClear. The Certificate of Liability is covered through our Service Company Essex Tech Services and our Workman's Comp policy is under our Corporate name of AutoClear. If you need more information about this please do not hesitate to contact me at 973-276-6000 ext.210. Thank you, Mary Beaman Maintenance Agreement Sales Manager AutoClear / Essex Tech Services 973-276-6000 ext.210 Fax: 973-276-6166 maryb@a-clear.com