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HomeMy WebLinkAboutC21-149 Touch Legal dba Touch Sonic
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Eagle County Prof Services Final 5/14
AGREEMENT FOR PROFESSIONAL
SERVICES BETWEEN EAGLE COUNTY,
COLORADO AND
TOUCH LEGAL, INC. D/B/A TOUCH SONIC
TECHNOLOGIES
THIS AGREEMENT ("Agreement") is effective as of March 31, 2021, by and between TOUCH
LEGAL, INC. D/B/A TOUCH SONIC TECHNOLOGIES, a California-based corporation
(hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and
politic (hereinafter "County").
RECITALS
WHEREAS, the Eagle County Sheriff’s Office purchased a law library kiosk for the purpose of
providing inmates with access to law library information; and
WHEREAS, the Eagle County Sheriff’s Office desires to continue its Extended Maintenance
Services Agreement with the Contractor for services on the law library kiosk; and
WHEREAS, Consultant 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 Consultant and County in
connection with the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant
and County agree as follows:
1.Services. Consultant agrees to diligently provide all services, labor, personnel and
materials necessary to perform and complete the services described in Exhibit A ("Services")
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.Consultant agrees to continue to furnish the Services no later than March 31,
2021, and in accordance with the schedule established in Exhibit A. If no completion date is
specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious
manner consistent with the applicable standard of care. By signing below Consultant 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
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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.
c. Consultant agrees that it will not enter into any consulting or other arrangements
with third parties that will conflict in any manner with the Services.
2. County's Representative. The Eagle County Sheriff’s Office designee shall be
Consultant'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 12 hereof, shall continue in full force and
effect through the 31st day of March, 2022.
4. Extension or Modification. This Agreement shall be automatically renewed for successive
periods of 12 months (each a “Renewal Term”) for two Renewal Terms, 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 (a total of three terms). The second Renewal Term expires
March 31, 2024, unless terminated earlier pursuant to the terms of this Agreement. 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 Consultant shall be the basis for additional compensation unless and until
Consultant 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, Consultant's rights with respect to
such additional services shall be deemed waived and such failure shall result in non-payment for
such additional services or work performed.
5. Compensation. County shall compensate Consultant 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 $1080.00. Consultant 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 Consultant. All invoices shall include
detail regarding the hours spent, tasks performed, who performed each task and such other
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detail as County may request.
b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by
County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any
additional mark-up thereon and are included in the not to exceed contract amount set forth
above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other
compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that
are not set forth on Exhibit A unless specifically approved in writing by County.
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 Consultant 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, Consultant 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 Consultant hereunder
and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes
related to payments made pursuant to the terms of this Agreement.
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 Consultant 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. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into
any sub-consultant 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. Consultant shall require each
sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-
consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward
Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes
toward County. County shall have the right (but not the obligation) to enforce the provisions of this
Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such
process. The Consultant shall be responsible for the acts and omissions of its agents, employees and
sub-consultants or sub-contractors.
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7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense,
the following insurance coverage with limits of liability not less than those stated below:
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, in a form and with an insurer or insurers satisfactory to County, with limits of
liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the
professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive
date under the policy shall precede the effective date of this Agreement. Continuous coverage will
be maintained during any applicable statute of limitations for the Services and Project.
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.
ii. Consultant's certificates of insurance shall include sub-consultants as additional
insureds under its policies or Consultant shall furnish to County separate certificates and endorsements
for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum
requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing
coverage in effect until the Services are completed. In addition, all such policies shall be kept in force
by Consultant and its sub-consultants until the applicable statute of limitations for the Project and
the Services has expired.
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. Consultant's insurance coverage shall be primary and non-contributory with
respect to all other available sources. Consultant's policy shall contain a waiver of subrogation
against Eagle County.
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v. All policies must contain an endorsement affording an unqualified thirty (30)
days notice of cancellation to County in the event of cancellation of coverage.
vi. All insurers must be licensed or approved to do business within the State of
Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein.
vii. Consultant's certificate of insurance evidencing all required coverage(s) is
attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance
policy and/or required endorsements required under this Agreement within five (5) business days of a
written request from County, and hereby authorizes Consultant's broker, without further notice or
authorization by Consultant, to immediately comply with any written request of County for a
complete copy of the policy.
viii. Consultant shall advise County in the event the general aggregate or other
aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense,
will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a
new certificate of insurance showing such coverage.
ix. If Consultant 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.
x. The insurance provisions of this agreement shall survive the expiration or
termination hereof.
xi. 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.
xii. Consultant is not entitled to workers' compensation benefits except as
provided by the Consultant, nor to unemployment insurance benefits unless unemployment
compensation coverage is provided by Consultant or some other entity. The Consultant is
obligated to pay all federal and state income tax on any moneys paid pursuant to this
Agreement.
8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of
its officers, agents and employees against any losses, claims, damages or liabilities for which
County may become subject to insofar as any such losses , claims, damages or liabilities arise out
of, directly or indirectly, this Agreement , or are based upon any performance or
nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall
reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by
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County in connection with investigating or defending any such loss , cl aim, 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 Consultant. This paragraph shall survive expiration or termination hereof.
9. Ownership of Documents. All documents prepared by Consultant in connection with the
Services shall become property of County. Consultant shall execute written assignments to
County of all rights (including common law, statutory, and other rights, including copyrights) to
the same as County 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
Consultant (including any employee or subconsultant in connection with the performance of the
Services and additional services under 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: Greg VanWyck
500 Broadway
P.O. Box 850
Eagle, CO 81631
Telephone: 970-328-8564
Email: Gregory.vanwyck@eaglecounty.us
With copy to:
Eagle County Attorney
500 Broadway
P.O. Box 850
Eagle, CO 81631
Telephone: 970-328-8685
Email: atty@eaglecounty.us
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CONSULTANT:
Touch Legal, Inc.
D/B/A Touch Sonic Technologies, Inc.
2630 Mendocino Avenue
Santa Rosa, CA 95403
11. Coordination. Consultant acknowledges that the development and processing of the
Services for the Project may require close coordination between various consultants and
contractors. Consultant shall coordinate the Services required hereunder with the other
consultants and contractors that are identified by County to Consultant from time to time, and
Consultant shall immediately notify such other consultants or contractors, in writing, of any
changes or revisions to Consultant's work product that might affect the work of others providing
services for the Project and concurrently provide County with a copy of such notification.
Consultant shall not knowingly cause other consultants or contractors extra work without
obtaining prior written approval from County. If such prior approval is not obtained, Consultant
shall be subject to any offset for the costs of such extra work.
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 Consultant. Upon termination of this Agreement,
Consultant 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 Consultant 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.
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a. Consultant 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 County has accepted or approved the Services shall not relieve Consultant of any of its
responsibilities. Consultant shall perform the Services in a skillful, professional and competent
manner and in accordance with the standard of care, skill and diligence applicable to Consultants
performing similar services. Consultant represents and warrants that it has the expertise and
personnel necessary to properly perform the Services and covenants that its professional personnel
are duly licensed to perform the Services within Colorado. This paragraph shall survive termination
of this Agreement.
b. Consultant 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
Consultant 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 Consultant except that of
independent contractor. Consultant shall have no authority to bind County.
d. Consultant represents and warrants that at all times in the performance of the
Services, Consultant 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. Consultant shall not assign any portion of this Agreement without the prior
written consent of the County. Any attempt to assign this Agreement without such consent
shall be void.
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.
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j. Consultant shall maintain for a minimum of three years, adequate financial and other
records for reporting to County. Consultant shall be subject to financial audit by federal, state or
county auditors or their designees. Consultant authorizes such audits and inspections of records
during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate
during such audit or inspections.
k. 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 Consultant has no beneficial interest, direct or indirect, that would conflict in
any manner or degree with the performance of the Services and Consultant shall not employ any
person having such known interests.
l. The Consultant, 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
Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101,
et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not
knowingly employ or contract with an undocumented individual who will perform under this
Agreement and that Consultant will participate in the E-verify Program or other Department of
Labor and Employment program ("Department Program") in order to confirm the eligibility of all
employees who are newly hired for employment to perform Services under this Agreement.
a. Consultant shall not:
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 Consultant that the
subcontractor shall not knowingly employ or contract with an undocumented individual to perform
work under the public contract for services.
b. Consultant 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
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c. Consultant shall not use either the E-verify program or other Department Program
procedures to undertake pre-employment screening of job applicants while the public contract for
services is being performed.
d. If Consultant obtains actual knowledge that a subcontractor performing work under
the public contract for services knowingly employs or contracts with an undocumented individual,
Consultant shall be required to:
i. Notify the subcontractor and County within three (3) days that Consultant 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 Consultant 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. Consultant shall comply with any reasonable request by the Department of Labor and
Employment made in the course of an investigation that the department is undertaking pursuant to its
authority established in C.R.S. 8-17.5-102(5).
f. If Consultant 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, Consultant shall be liable for actual and consequential damages to County as required
by law.
g. County will notify the Colorado Secretary of State if Consultant violates this
provision of this Agreement and County terminates the Agreement for such breach.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
Eagle County, Colorado by and through its
County Manager
_______________________________
Jeff Shroll, County Manager
CONTRACTOR:
By:________________________________
Print Name: _________________________
Title:______________________________
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Mary Valencia
Vice President -CFO
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EXHIBIT A
SCOPE OF
SERVICES,
SCHEDULE, FEES
A. Contractor agrees to provide extended maintenance services for One (1) law
library kiosk currently installed and located at the Eagle County Sheriff’s
Office.
B. Contractor will furnish labor and parts or replacement equipment required
to address failure of any kiosk component during normal usage for the term
of the Agreement.
C. The Agreement does not cover repair or replacement of a kiosk for any of
the causes or provide coverage for any losses set forth below.
1. Any equipment located outside the United States of America or Canada;
2. Equipment sold without Contractor’s manufacturer's warranty or sold "as is;"
3. Refurbished products with less than the original one-year Contractor’s
parts and labor limited warranty;
4. Maintenance, repair or replacement necessitated by loss or damage
resulting from any cause other than normal use and operation of the
kiosks including but not limited to, theft, exposure to weather
conditions, facility staff or inmate negligence, misuse, abuse, improper
electrical/power supply, etc.;
5. Unauthorized repairs, improper installation or attachments,
transportation damage;
6. Cosmetic damage to the enclosure case or other non-operating parts or
components including but not limited to the wall mount bracket, desk
mount bracket, cart mount bracket or industrial cart;
7. Improper equipment modifications, vandalism, animal or insect
infestation, rust, dust, corrosion, or acts of nature or any other peril
originating from outside the product;
8. Damaged or defective LCD screens when the failure is caused by abuse
or is otherwise excluded herein;
9. Any utilization of kiosk or related hardware that is inconsistent with either
the design of the equipment or the intended use of the equipment,
10. Kiosks with removed or altered serial numbers.
11. Damage to computer hardware and software caused by included, but not
limited to viruses, application programs, network programs, upgrades,
formatting of any kind, databases, files, drivers, source code, object code
or proprietary data, or any support, configuration, installation or
reinstallation of any software or data by inmates or facility staff;
12. Service required as a result of any alteration of the equipment or repairs
made by anyone other than an authorized contractor service provider or
its contractors;
13. Custom Installations: Kiosk installed in cabinetry and other types of
built-in applications are eligible for service as long as the Eagle County
Sheriff’s Office makes the product accessible to the service technician.
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We are not responsible for dismantling or reinstallation of fixed
infrastructure when removing or returning repaired or replaced product
into a custom installation;
14. Kiosks with any operating system other than those originally installed
and supported by contractor.
15. Charges related to "no problem found" diagnosis. Non-failure
problems including but not limited to items not covered, noises,
squeaks, etc.
16. Intermittent issues that are not product failures.
D. Contractor will attempt to repair or replace the kiosk at the Eagle County
Sheriff’s Office location via technical phone support, email support or via
onsite visit by an authorized systems technician, during normal business
hours.
1. Otherwise, Contractor shall authorize a Return to Manufacturer
Service (RMA).
i. RMA service requires that the Contractor will be responsible for
delivery or shipment, prepaid and insured, of the Kiosk to
Contractor’s service facility for repair or replacement.
ii. Parts used to repair or replacements may be new, used or
refurbished at Contractor’s sole option.
iii. Contractor shall be responsible for responsible for return delivery
or shipment, prepaid and insured, of the repaired or replacement
Kiosk to the Eagle County Sheriff’s Office.
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EXHIBIT B
Insurance Certificate
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