HomeMy WebLinkAboutC20-183 Cross Match TechnologiesAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND CROSS MATCH TECHNOLOGIES, INC. THIS AGREEMENT (“Agreement”) is effective as of _________________________by and between Cross Match Technologies, Inc. a Delaware corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, through an agreement dated August 30, 2017, County entered into an agreement with Contractor for the provision of equipment and software for an upgrade to the existing CrossMatch fingerprint scanner system located at Eagle County Regional Airport (C17-309); and WHEREAS, County desires to enter into an agreement with Contractor to update equipment and hardware and provide new software, software maintenance and support services for the CrossMatch fingerprint scanner system located at the Eagle County Regional Airport (the “Project”). The location of the work to be performed will be the Eagle County Regional Airport (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 shall update equipment and hardware and provide new software, software maintenance and support services for the CrossMatch fingerprint scanner system located at the Eagle County Regional Airport. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the maintenance and support services described in Exhibit A (“Services” or “Work”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a.Equipment or Hardware: (i)The County may report any defects in hardware by contacting Contractor’s customer care center twenty-four (24) hours a day, seven days a week, excluding national holidays. Upon verification of the defect by Contractor, Contractor will ship replacement equipment or hardware to the County no later than the next business day. Contractor will also facilitate the return of the defective equipment or hardware. With certain equipment or hardware, the County may be required to transmit to Contractor certain electronic files so that the replacement equipment of hardware can be preconfigured prior to shipment. The County must pack the defective equipment or hardware and make it available to Contractor’s common carrier agent at the time of scheduled pickup. DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 5/6/2020 C20-183 2 Eagle County General Services Final 5/14 (ii)The maintenance and support services are not transferable or assignable to any third party and shall be for the sole and exclusive benefit of the County of the hardware covered by this Agreement and any attempt to transfer or assign the maintenance and support services shall be void. (iii)The maintenance and support services include unlimited repairs and all parts and labor are covered by Contractor for failures occurring under normal use. Contractor shall pay all associated shipping costs. The maintenance and support services do not include nondurable consumable items including, but not limited to, batteries, paper, silicone membranes, cleaning solution, towels, printer cartridges and cables. The maintenance and support services cover third party peripheral equipment (such as laptops and printers) that was provided by Contractor. b.Software: (i)Contractor shall install software onto a County provided computer with Windows 10 in accordance with this agreement. (ii)Maintenance: a.In the event of the discovery of any software non-conformance, the County may report the non-conformance to the Contractor’s customer care center twenty-four (24)hours a day, seven days a week. The Contractor will work with the Contractor- trained, on-site caller to verify and resolve the problem. If the Contractor is unable to resolve the problem through telephone consultation, the Contractor will remotely connect to the County’s system through a County-provided data connection to perform advanced diagnosis and analysis. During the time of the remote data connection, the County must provide a voice telephone line of the on-site caller. If Contractor is unable to resolve the problem through the remote data connection, then Contractor will dispatch a technician for on-site diagnosis and analysis. Contractor shall comply with Eagle County’s Third Party Remote Access Policy. b.Contractor will acknowledge any reported defect or issue within twenty-four (24) hours and use best efforts to address and remedy such defect or issue. At no additional cost to County, Contractor will deliver to County, as made commercially available by Contractor, bug fixes, maintenance updates and Major Releases for the Software (“Updates”) which will thereafter be considered “Software”. As used herein, a “Major Release” is any version of the Software that provides substantial new feature, additional functionality, or makes use of different architecture. At its expense, Contractor will furnish County with revised Documentation (including release notes identifying each Update). c.Contractor shall maintain the organization and processes necessary to provide second line support for the Software to County. Such second line support shall be provided to County only if, after reasonable commercial effort, County is unable to diagnose and or resolve problems or performance deficiencies in the Software. Second line support will be provided to designated and trained representatives of County. Contractor shall have no obligation to provide second line support directly to any of County’s customers and/or end users. In order to assist Contractor in providing such second line support, County will provide Contractor with the ability to access DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 3 Eagle County General Services Final 5/14 County’s computer platforms which utilize the Software (including but not limited to access to configuration information and error logs) and provide assistance to Contractor in order to facilitate Contractor’s use of remote administration tools relating to the Software. Second line support will be provided primarily through web-based support services and through telephone support in English, utilizing VOIP or direct dial voice connection at (866)276-7761. c.Contractor agrees to furnish the Services no later than December 31, 2020 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditions 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. d.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 Airport 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 through the 31st day of December, 2020 (“Initial Term”). 4.Extension or Modification. This Agreement shall be automatically renewed for successive periods of 12 month (each a “Renewal Term”), unless either party notifies the other party that it does not desire to renew this Agreement in writing, at least sixty (60) days before the end of the Initial Term or any Renewal Term. This Agreement may be automatically extended for three additional one year Renewal Terms. 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 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 $2,000.00 for the Initial Term. County will compensate Contractor for the performance of the “Ongoing Services” under this Agreement at $400 for each Renewal Term. In the event Contractor and County agree upon the need for additional services beyond those described in Exhibit A, those services shall be billed at the rates as set forth in Exhibit A. Prior to commencement of any additional services at the Property, Contractor shall first provide County with a written estimate which shall include an estimate of the labor, materials and any additional costs necessary to perform the services at the Property. 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. The parties shall agree in writing for any additional services. Contractor shall not be entitled to bill at DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 4 Eagle County General Services Final 5/14 overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Fees for any Renewal Term may be increased no more than three percent (3%) on an annualized basis. Contractor shall provide the County with notice of such increases in fees no later than 60 days prior to the expiration of the current Term or Renewal Term. b. 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. c. 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. d. 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. e. 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 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. Data Incident and Breach. a. Definitions i. “Data Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the County. Data Incidents include, without limitation (i) DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 5 Eagle County General Services Final 5/14 successful attempts to gain unauthorized access to a County system or County information regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a County system for the processing or storage of data; or (iv) changes to County system hardware, firmware, or software characteristics without the County’s knowledge, instruction, or consent. It shall also include any actual or reasonably suspected unauthorized access to or acquisition of computerized County Data that compromises the security, confidentiality, or integrity of the County Data, or the ability of County to access the County Data. ii. “County Data” means all information, whether in oral or written (including electronic) form, created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and end users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Contractor Services and Protected Information. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. § 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. b. The Contractor shall maintain documented policies and procedures for Data Incident and breach reporting, notification, and mitigation. If the Contractor becomes aware of any Data Incident, it shall notify the County immediately and cooperate with the County regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the County. The Contractor shall cooperate with the County to satisfy notification requirements as currently defined in federal, state, or local law. 8. 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 $2,000,000 per occurrence and $2,000,000 aggregate limits. iv. b. Other Requirements. i. The automobile, commercial general liability coverage shall be evidenced by a certificate of insurance. DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 6 Eagle County General Services Final 5/14 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. vi. Waiver of Subrogation: Contractor’s insurance coverage shall be primary and non- contributory with respect to all other available sources. vii. All subcontractors and subconsultants (including independent contractors, suppliers or other entities providing goods or services required by this Agreement) shall be subject to all of the requirements herein and shall procure and maintain the same coverages required of the Contractor. Contractor shall include all such subcontractors as additional insured under its policies (with the exception of Workers’ Compensation) or shall ensure that all such subcontractors and subconsultants maintain the required coverages. Contractor agrees to provide proof of insurance for all such subcontractors and subconsultants upon request by the County. viii. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. 9. 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 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. NOWITHSTANDING THE FOREGOING, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION OR OTHER INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE, OR THE DELIVERY OF, OR FAILURE TO DELIVER, THE PRODUCT, EVEN IF CCONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE ENTIRE LIABILITY OF CONTRACTOR FOR ANY CLAIM OR CAUSE OF ACTION ARISING HEREUNDER (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIVE (5) TIMES THE AMOUNTS ACTUALLY PAID UNDER THIS AGREEMENT IN THE ONE YEAR PRECEDING THE CLAIM This paragraph shall survive expiration or termination hereof. DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 7 Eagle County General Services Final 5/14 10. 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. a. County Data means all data created or in any way originating with the County, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the County or was shared with the County by another law enforcement agency, whether such data or output is stored on the County’s hardware, or exists in any system owned, maintained or otherwise controlled by the County. b. Contractor acknowledges and agrees that County owns all rights, title and interest in the County Data. Contractor shall not access County user accounts or County Data, except (1) in response to service or technical issues (2) as required by the express terms of this Agreement or (3) at the County’s written request. c. Contractor agrees to maintain the confidentiality of all County Data, and agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without the written consent of County. 11. 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: Koltin Howard-Talbott 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3573 Facsimile: 970-328-2687 E-Mail: koltin.howardtalbott@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: Cross Match Technologies, Inc. Legal Department DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 8 Eagle County General Services Final 5/14 3950 RCA Blvd. Suite 5001 Palm Beach Gardens, FL 33410 647-746-7559 legaldepartment@crossmatch.com 12. 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 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. 13. 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. 14. 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. 15. 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. DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 9 Eagle County General Services Final 5/14 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 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. l. 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. m. 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. 16. Prohibitions on Government Contracts. As used in this Section 16, 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. a. Contractor shall not: DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 10 Eagle County General Services Final 5/14 i. 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. 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: https://www.uscis.gov/e-verify 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] DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 11 Eagle County General Services Final 5/14 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: ______________________________ Jeff Shroll, County Manager CONTRACTOR: CROSS MATCH TECHNOLOGIES, INC. By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC Kathryn Hutton Vice President, Deputy General Counsel 12 Eagle County General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES One Time Software Update Fees Item Product Part Number Quantity Sales Price Total Price Price Basis 1 SOFTWARE, LSMS UPGRADE 500 DPI, UPGRADE TO CURRENTLY RELEASED VERSION 850026-U 1 $600.00 $600.00 Open Market 2 SOFTWARE, LSMS CONFIGURATION, AAAE 850391-002 1 $0.00 $0.00 Open Market 3 SOFTWARE, RELOAD, AAAE 850181-202 1 $0.00 $0.00 Open Market 4 REMOTE CONNECTED IMPLEMENTATON (MAXIMUM 4 HOURS) 940013 1 $1,000.00 $1,000.00 Open Market 5 CMT ADVANTAGE MAINT,YR 1, STANDARD CMT SW, LSMS 950083 1 $300.00 $300.00 Open Market 6 CMT ADVANTAGE MAINT,YR 1,STANDARD CMT SW, LSMS SUBMISSION SOFTWARE 950084 1 $100.00 $100.00 Open Market Total $2,000.00 Recurring Annual Maintenance Fees (Ongoing Services) Item Product Part Number Quantity Sales Price Total Price Price Basis 5 CMT ADVANTAGE MAINT,YR 1, STANDARD CMT SW, LSMS 950083 1 $300.00 $300.00 Open Market 6 CMT ADVANTAGE MAINT,YR 1,STANDARD CMT SW, LSMS SUBMISSION SOFTWARE 950084 1 $100.00 $100.00 Open Market Total $400.00 DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC 13 Eagle County General Services Final 5/14 EXHIBIT B Certificate of Insurance DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC See below Eagle County is/are included as Additional Insured under the Automobile Policy on a primary and non-contributory basis, subject to written contract and limited to the terms and conditions of the current policy. Waiver of subrogation applies to the Automobile and Workers Compensation policies and subject to written contract. ASS68650 5/5/2020 BSUMetro@usi.com Commercial Lines - (800) 227-0185 USI Insurance Services LLC BSUMetro@usi.com 180 Park Ave, 1st Floor Florham Park, NJ 07932 Travelers Property Casualty Co of America 25674 Cross Match Technologies, Inc. 3950 RCA Boulevard Suite 5001 Palm Beach Gardens, FL 33410 14978718 A X X TJCAP303D6475-TIL-19 10/01/2019 10/01/2020 2,000,000 X X X A X TC2JUB-303D654-3-19 10/01/2019 10/01/2020 X 2,000,000 N 2,000,000 2,000,000 A Physical Damage TJCAP-303D6475-TIL-19 10/01/201910/01/2019 10/01/2020 $1,000 Comprehensive Deductible Hired & Non-Owned - ACV $1,000 Collision Deductible $5,000 ded. for units gvw 20,000 + Eagle County 219 Eldon Wilson Rd Gypsum CO 81637 DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC Holder Identifier : 7777777707070700077763616065553330760604577214554607762217570416310071460577366103300756263713247633007762051532056712073604111304321300736223573201651207344035552274112077727252025773110777777707000707007 6666666606060600062606466204446200622200406004020206220204260042000062222060600422000620000424006220206000006062260200060022042622620220622220606022040006220044200662062066646062240664440666666606000606006Certificate No : 570081671135 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/05/2020 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. PRODUCER Aon Risk Services South, Inc. Charlotte NC Office 1111 Metropolitan Avenue, Suite 400 Charlotte NC 28204 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 23035Liberty Mutual Fire Ins CoINSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: Cross Match Technologies, Inc. 3950 RCA Boulevard Suite 5001 Palm Beach Gardens FL 33410 USA COVERAGES CERTIFICATE NUMBER:570081671135 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, Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $2,000,000 $100,000 $5,000 $2,000,000 $2,000,000 $2,000,000 A 10/01/2019 10/01/2020TB2611260486019 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 10/01/2019UMBRELLA LIABA 10/01/2020TL2611260486049 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH-ERPER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Eagle County is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEEagle County 219 Eldon Wilson Rd. Gypsum CO 81637 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: AAA4E93E-838C-4F38-B89C-D166B641B9FC