HomeMy WebLinkAbout20121577.tiff AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150"O"Street,Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems,Inc.,whose address is 11850 Hempstead Highway, Suite 270,Houston,Texas
77092,("Contractor").
WHEREAS,County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below;and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE,in consideration of the mutual promises and covenants contained
herein,the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 10,2012,through and until
July 9,2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A,attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Eight Hundred Ninety-Seven and 23/100 Dollars
($1897.23). These charges shall cover all Maintenance Services performed during the
Term of this Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31,2012 and on January 31,2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Eight Hundred Ninety-Seven and 23/100 Dollars(S 1897.23).
2012-1577
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5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and(b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10, Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year. No portion of this
Agreement shall be deemed to create an obligation on the part of County to expend funds not
otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. # P1200309
CONTRACTOR: HOV/Lason Systems, Inc.
//7 l
BY: 014-1449Th /�- ntla
Title: birC,(%Wr OF Ntaidetiana_ I- ci'ViCPS
ATTEST: -#.5....0•,&...-7.14 BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
By:4 AIL By:
Deputy Clerk William F. garcia,Chairman Pro-Tem
�+ ` ``f'= JUN 2 5 2012
1861 `'eF.,' ,,,i.
...
5
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�a ►d Services EXHIBIT A
IIIMExceed Expectations Support and Maintenance Agreement
LASON SYSTEM.. [NC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33437CONSVR
CLERK&RECORDER Type: Standard Hardware
4209 WELD COUNTY RD.24 1/2 Amount: $1,897.23
LONGMONT, CO 80504 Effective: 7/10/2012 through 7/9/2013
Payment Terms:Bi-annual
STEVE MORENO 720 652 4201 Amount shown does not include applicable taxes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
KODAK IMAGELINK 1000 MICROFILM READER PRINTER 32466-18050 32132124
Covered Services Notes or Considerations
On-Site SupporULabor this use to be contract#12367
Parts Roll carrier is labor only.
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below. You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO 2 - �)et_e.ec4%7-'
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/10/2012
Fax: 713-957-4858 Date
Vat 27
Page 2
EXHIBIT A—SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the
"KODAK IMAGELINK 1000 MICROFILM READER PRINTER, Lason Tag No. 32466-18050, Serial
No. 32132124".
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, (with the exception of the Roll Carrier, which is labor only), and Telephone Support. This
use to be contract# 12367. In addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 26, 2012, through and until
July 25, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Six Hundred Forty and 93/100 Dollars ($1640.93).
These charges shall cover all Maintenance Services performed during the Term of this
Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Six Hundred Forty and 93/100 Dollars ($1640.93).
aZ/d J52j
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budged and otherwise
made available. By execution of this Agreement, County does not warrant that funds will be
available to fund this Agreement beyond the current fiscal year. No portion of this Agreement
shall be deemed to create an obligation on the part of County to expend funds not otherwise
appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS \\-I IFRFOF, the parties have executed this :\ rccnicnt a; cii(the date and
\ear written below P.O. # P1200309
•
CON I R_\(_'FOR:)R: I R 1V•I.a on S stern,. Inc.
77
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Title: d),.(--E.C.-. ,,,-- or `v ll,;r-d_f .y-. i✓i C e
ATTFST: ."- ,•"(. 14"-"'' BOARD OF COUNTY
CLERK TO I IIL BOARD COMMISSIONERS OF
WELD('O1 NTV, COT ORADO
lid.-r/ - 0,....7 By:
Deputy( le William F. Garcia, C'hairrtlar. P2757:11;
JUN
114,,0
, *
101 CiaQ1)j
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Exhibit A
44h-HQVServices Support and Maintenance Agreement
IRMO Exceed Expectations
I_1SOA SYSTEMS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33440CONSVR
CLERK& RECORDER Type: Standard Hardware
4209 WELD COUNTY RD. 24 1/2 Amount: $1,640.93
LONGMONT, CO 80504 Effective: 7/26/2012 through 7/25/2013
Payment Terms: Bi-annual
HAROLEEN YOUNG 720 652 4201 Amount shown does not mc/ode appmhcab/e taxes
See attached Terms and Con6Gons on page 2
Covered Components
Description LASON Tag# Serial#
MINOLTA MS6000 MKII DIGITAL SCANNER 34584-18050 34017000
MINOLTA MSP3000 PRINTER LASER PRINTER 31189843
MINOLTA RFC15A ROLL FILM CARRIER 71010595
MINOLTA MS6000 MKII USB INTERFACE
MINOLTA LENS 13X-27X ZOOM LENS
MINOLTA LENS 9X-16X ZOOM LENS
MINOLTA MS6000 MKII USB INTERFACE
MINOLTA WORKSTATION
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your Purchase
Order to the address or fax number below. You will then be invoiced for the amount shown plus any applicable taxes.
RETURN TO 4.-.etbf_ /C)lt-c.eCc-1-,
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092
Fax: 713-957-4858 Date 07/26/2012
ye,2.7
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the following items of
equipment:
"MINOLTA MS6000 MKII DIGITAL SCANNER, Lason Tag No. 34584-18050, Serial No.34017000"
"MINOLTA MSP3000 PRINTER LASER PRINTER, Serial No. 31189843"
"MINOLTA RFCISA ROLL FILM CARRIER, Serial No. 71010595"
"MINOLTA MS6000 MKII USB INTERFACE"
"MINOLTA LENS 13X-27X ZOOM LENS"
"MINOLTA LENS 9X-16X ZOOM LENS"
"MINOLTA MS6000 MKII USB INTERFACE"
"MINOLTA WORKSTATION"
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition, Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 26, 2012, through and until
July 25, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
These charges shall cover all Maintenance Services performed during the Term of this
Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012, and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
1
a(Va _/57j
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budged and otherwise
made available. By execution of this Agreement, County does not warrant that funds will be
available to fund this Agreement beyond the current fiscal year. No portion of this Agreement
shall be deemed to create an obligation on the part of County to expend funds not otherwise
appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WIT\F.SS WIIFRF.OF. the parties have executed this Agreement a,of the date and
sear written below, P.O. # P1200309
CON]R.\C TOR: HO /I.ason Systems. Inc.
By: & Yth1
Title: ZIV .Z71 or M •-_ '-._ "✓i,
ATTEST: BOARD OF COUNTY
CI.FRK TC) THE BOARD COMMISSIONERS OF
WEI.D COI.rNTY, C'OT.ORAT)O
By: 1tet, i R --
Deputy Clerk t c William F. Garcia, Chairman Pro-Tem
4 1.40
JUN 2 5 2012
1861t ,c)'- �`
���111
opj,r
5
/4--4527
PolrH Exhibit A
Exceed Expectations Support and Maintenance Agreement
LASON SYSTEMS INC
6/20/2012
Page 1
Installation Location Description
WELD COUNTY Agreement#: 3343000NSVR
CLERK& RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,610.55
GREELEY, CO 80631 Effective: 7/26/2012 through 7/25/2013
Payment Terms: Bi-annual
STEVE MORENO 970 304 6530 Amount shown does not include applicable taxes
see attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
MINOLTA MS6000 MKII DIGITAL SCANNER 34001-18050 34015792
MINOLTA MSP3000 PRINTER LASER PRINTER 31189001
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign,date and return a copy of this Support and Maintenance Agreement Renewal along with your Purchase
Order to the address or fax number below. You will then be invoiced for the amount shown plus any applicable taxes.
RETURN TO /OGt-z_1W-)
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092
Fax: 713-957-4858 Date 07/26/2012
ver 2.7
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the following items of
equipment:
"MINOLTA MS6000 MKII DIGITAL SCANNER, Lason Tag No. 34001-18050, Serial No. 34015792"
"MINOLTA MSP3000 PRINTER LASER PRINTER, Serial No. 31189001"
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident,fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 26, 2012, through and until
July 25, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
These charges shall cover all Maintenance Services performed during the Term of this
Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012, and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
1
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budged and otherwise
made available. By execution of this Agreement, County does not warrant that funds will be
available to fund this Agreement beyond the current fiscal year. No portion of this Agreement
shall be deemed to create an obligation on the part of County to expend funds not otherwise
appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN W1TNFSS WI IFRFOF. the parties have executed this Agreement a.,of the date and
car written below, P.O. # P1200309
CON I It\CTOR: I-ION M'l.ason S stems. Inc.
B : all'U/d-) f -A-
Title: I)i re-e-- 'T" Or Mai n:11 VI'.... 11111(.. ..5
-\TT-EST: -",-SBOARD OF COUNTY
C[.FRK TO TIIE BOARD COMMISSIONFRS OF
1'FJ.D('O1 NTY, COT.ORADO
By:Zilytec, Ry:
Deputy Clerk tc William F. G cia, Chairman Pro-Tern
4044 JUN 2 5 20
12
VireA
1861 ti
(9C/ -/527
OWIRHOVServices Exhibit A
Exceed Expectations Support and Maintenance Agreement
LASON SYSTEMS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33429CONSVR
CLERK& RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,610.55
GREELEY,CO 80631 Effective: 7/26/2012 through 7/25/2013
Payment Terms: Bi-annual
STEVE MORENO 970 304 6530 Amount shown does not include applicable taxes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
MINOLTA MS6000 MKII DIGITAL SCANNER 34006-18050 34015800
MINOLTA MSP3000 PRINTER LASER PRINTER 31188996
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your Purchase
Order to the address or fax number below.You will then be invoiced for the amount shown
plus any applicable taxes.
RETURN TO C.f'!' / tdadir`«'bl--)
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092
Fax:713-957-4858 Date 07/26/2012
Ver 2.7
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the following items of
equipment:
"MINOLTA MS6000 MKII DIGITAL SCANNER, Lason Tag No. 34006-18050, Serial No. 34015800"
"MINOLTA MSP3000 PRINTER LASER PRINTER, Serial No. 31188996"
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page I of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire,water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 26, 2012, through and until
July 25, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
These charges shall cover all Maintenance Services performed during the Term of this
Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
1
&%2-/527
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budged and otherwise
made available. By execution of this Agreement, County does not warrant that funds will be
available to fund this Agreement beyond the current fiscal year. No portion of this Agreement
shall be deemed to create an obligation on the part of County to expend funds not otherwise
appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
I\ WITNESS WITEERFOF, the parties have executed this ;Agreement as of the date and
sear written below P.O. 11 P1200309
CON I RVCI(1R: I1( La;on Ststerni. Inc.
B &s vw3i /rata t,
Title: dtit'ree4Cr or Ai/fair A 'i . rvl e5
ATTEST: j�,ti,�71 BOARD OF COUNTY
ET ERR T( Till: BOARD COMMISSIONERS OF
11"FID COI NTY. COLORADO
By: iL 7�O1i-�� By: ( (j�r
Deputy Clerk t('. t William F. Garcia, Chairman Pro-Tem
F 4 Silaa
Ems\ JUN 2 5 2012
1861 trt-
cx/a-/s7
Exhibit A
H0\ ervicesIIIIM Exceed Expectations Support and Maintenance Agreement
LAS(JN SYSTEN1S INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33428CONSVR
CLERK& RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,610.55
GREELEY, CO 80631 Effective: 7/26/2012 through 7/25/2013
Payment Terms: Bi-annual
STEVE MORENO 970 304 6530 Amount shown does not include applicable axes
See attached Terms and conditions on page 2
Covered Components
Description LASON Tag# Serial#
MINOLTA MS6000 MKII DIGITAL SCANNER 34003-18050 34015810
MINOLTA MSP3000 PRINTER LASER PRINTER 31188997
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign,date and return a copy of this Support and Maintenance Agreement Renewal along with your Purchase
Order to the address or fax number below.You will then be invoiced for the amount shown plus any applicable taxes.
RETURN TO /?n 2-±-°«45172
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092
Fax: 713-957-4858 Date 07/26/2012
Ver 2
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the following items of
equipment:
"MINOLTA MS6000 MKII DIGITAL SCANNER, Lason Tag No. 34003-18050, Serial No. 34015810"
"MINOLTA MSP3000 PRINTER LASER PRINTER,Serial No. 31188997"
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition, Unlimited Services Calls are allowed,
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page I of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident,fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "0" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 26, 2012, through and until
July 25, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
These charges shall cover all Maintenance Services performed during the Term of this
Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
1
ae/07-/577
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budged and otherwise
made available. By execution of this Agreement, County does not warrant that funds will be
available to fund this Agreement beyond the current fiscal year. No portion of this Agreement
shall be deemed to create an obligation on the part of County to expend funds not otherwise
appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS \VI IFRFOF. the parties have executed this :1 r ement a; of the date and
year written below. P.O. # P1200309
CON I RAC FOR: NOV E_as4ln `\.tams. Inc.
a(-.4‹-P
&i'' hf •
Title: 4 1 fZ?�" D �►�.�. .. ��'I 1 5
ATTEST: � BOARD OF 001.7 TY
CLERK TO 111E BOARD ( ()MMISSIONF.RS OF
WELD MINTY. COT.OR.;T)(_)
By: 144- _ RN
Deputy Clerk t- William F. Garcia, Chairman Pro—Tem
d-.,0 JUN 2 5 2012
(114.A
HQVServices Exhibit A
InallExceed Expectations Support and Maintenance Agreement
I<1S{IN SYSTEMS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33427CONSVR
CLERK& RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,610.55
GREELEY,CO 80631 Effective: 7/26/2012 through 7/25/2013
Payment Terms: Bi-annual
STEVE MORENO 970 304 6530 Amount shown sloes not mcWae applicable taxes
See attached Terms and Condnons on page 2
Covered Components
Description LASON Tag# Serial#
MINOLTA MS6000 MKII DIGITAL SCANNER 34002-18050 34015809
MINOLTA MSP3000 PRINTER LASER PRINTER 31188994
MINOLTA UC-2 UNIVERSAL CARRIER 62014554
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your Purchase
Order to the address or fax number below. You will then be invoiced for the amount shown plus any applicable taxes.
RETURN TOy.
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092
Fax: 713-957-4858 Date 07/26/2012
vet 2.7
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the following items of
equipment:
"MINOLTA MS6000 MKII DIGITAL SCANNER, Lason Tag No. 34002-18050, Serial No. 34015809"
"MINOLTA MSP3000 PRINTER LASER PRINTER,Serial No. 31188994"
"MINOLTA UC-2 UNIVERSAL CARRIER, Serial No. 62014554"
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition, Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 26, 2012, through and until
July 25, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
These charges shall cover all Maintenance Services performed during the Term of this
Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
1
07 049-/,57/
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and(b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder,without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
IX. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budged and otherwise
made available. By execution of this Agreement, County does not warrant that funds will be
available to fund this Agreement beyond the current fiscal year. No portion of this Agreement
shall be deemed to create an obligation on the part of County to expend funds not otherwise
appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. // P1200309
CONTRACTOR:RA/�J HOV/Lason Systems, Inc.
By: &11441] 49CealJ�
Title: bi rector or /daunt. `it Se-F.%) CeS
ATTEST:�i BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
BYAL � ASY BY:
P Y
De ut Clerk to William F. Garcia,Chairman Pro—Tem
4 JUN 2 5 2012
961 Tr%-,• I
5
acid-2527
P6-4 HOVServices WXRIBIT A
InanlExceed Expectations Support and Maintenance Agreement
IAASON SYSTEMS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33426CONSVR
CLERK&RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,610.55
GREELEY, CO 80631 Effective: 7/26/2012 through 7/25/2013
Payment Terms:Bi-annual
STEVE MORENO 970 304 6530 Amount shown does not include applicable taxes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
MINOLTA MS6000 MKII DIGITAL SCANNER 34004-18050 34015798
MINOLTA MSP3000 PRINTER LASER PRINTER 31188995
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below.You will then be invoiced for the amount shown plus any
applicable taxes. n
RETURN TO G7' 1�- �!-t_ec.e4-)
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/26/2012
Fax: 713-957-4858 Date
Ver 27
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the following items of
equipment:
"MINOLTA MS6000 MKII DIGITAL SCANNER, Lason Tag No. 34004-18050, Serial No. 34015798".
"MINOLTA MSP3000 PRINTER LASER PRINTER, Serial No. 31188995"
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition, Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page I of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County,unless otherwise provided on Page I of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water,unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 26, 2012, through and until
July 25, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Six Hundred Ten and 55/100 Dollars (51610.55).
These charges shall cover all Maintenance Services performed during the Term of this
Agreement.
h. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Six Hundred Ten and 55/100 Dollars ($1610.55).
1
Q2O/ -/S77
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year. No portion of this
Agreement shall be deemed to create an obligation on the part of County to expend funds not
otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. // P1200309
CONTRACTOR: HOV/Lason Systems, Inc.
/I
By: (-1M-6:1-- /CC CC&
Title: b;14. 1- or kit 0.41 c-4-, 4-5erlil c es
ATTEST: BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
By: zi_.9 By:
Deputy Clerk William F. Garcia, Chairman Pro-Tem
"`'J JUN 2 5 2012
1861 fir+c `?iv
5
aDi.07-/572
J►:/li,HMrservices EXHIBIT A
IMINIExceed Expectations Support and Maintenance Agreement
1.ASON SYSTEMS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33436CONSVR
CLERK&RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,610.55
GREELEY, CO 80631 Effective: 7/26/2012 through 7/25/2013
Payment Terms:Bi-annual
MICHELLE WALL 970 304 6530 Amount shown does not include applicable taxes
See attached Terms and Condemns on page 2
Covered Components
Description LASON Tag# Serial#
MINOLTA MS6000 MKII 34603-18050 34016587
MINOLTA MSP3000 PRINTER LASER PRINTER 31189844
MINOLTA LENS 9X-16X ZOOM LENS
MINOLTA LENS 13X-27X ZOOM LENS
MINOLTA WORKSTATION
MINOLTA UC-2 UNIVERSAL CARRIER 62014741
MINOLTA MS6000 MKII USB INTERFACE
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below. You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/26/2012
Fax: 713-957-4858 Date
vet 27
Page 2
EXHIBIT A—SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the following items of
equipment:
"MINOLTA MS6000 MKII, Lason Tag No. 34603-18050, Serial No. 34016587".
"MINOLTA MS6000 MKII USB INTERFACE"
"MINOLTA LENS 13X-27X ZOOM LENS"
"MINOLTA LENS 9X-16X ZOOM LENS"
"MINOLTA MSP3000 PRINTER LASER PRINTER, Serial No. 31189844"
"MINOLTA UC-2 UNIVERSAL CARRIER, Serial No. 62014741"
"MINOLTA WORKSTATION"
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition,Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page I of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper. Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall he invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Eason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
I. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 10, 2012, through and until
July 9, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Seven Hundred Seventy-Two and 95/100 Dollars
($1772.95). These charges shall cover all Maintenance Services performed during the
Term of this Agreement.
h. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Seven Hundred Seventy-Two and 95/100 Dollars ($1772.95).
1
c5C/c -2577
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at ally time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall he mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year. No portion of this
Agreement shall be deemed to create an obligation on the part of County to expend funds not
otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. # P1200309
CONTRACTOR: HOV/Lason Systems, Inc.
By: 1c t /PCZ-C a--e�
Title: bin aPDr OF kAafrt* 4-,_9-6-71-1.1/62-5-
ATTEST: -r3,, „s BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
By: By:
7% 4 -
Deputy Cler- t William F. Garcia, Chairman Pro-Tem
a S l(,,4)
' MI ttriski
JUN 2 5 2012 VctrT
5
c9Oki -/577
HOVServices EXHIBIT A
Exceed Expectations Support and Maintenance Agreement
EASON SYSTEMS [NC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement u: 33435CONSVR
CLERK&RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,772.95
GREELEY, CO 80631 Effective: 7/10/2012 through 7/9/2013
Payment Terms:Bi-annual
STEVE MORENO 970 304 6530 Amount shown does not include applcable taxes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
KODAK 2400 SV DIGITAL READER PRINTER SYSTEM 33404-18050 34014299
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below. You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO /� t.�--eca-S-�
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/10/2012
Fax: 713-957-4858 Date
ver 2.7
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the "KODAK 2400 SV
DIGITAL READER PRINTER SYSTEM, Lason Tag No. 33404-18050, Serial No. 34014299".
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition, Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 10, 2012, through and until
July 9, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Seven Hundred Seventy-Two and 95/100 Dollars
($1772.95). These charges shall cover all Maintenance Services performed during the
Term of this Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Seven Hundred Seventy-Two and 95/100 Dollars ($1772.95).
1
22eia--s2,7
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
1 I. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
IS. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year. No portion of this
Agreement shall be deemed to create an obligation on the part of County to expend funds not
otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. I/ P1200309
CONTRACTOR: 11OV/Lason Systems, Inc.
By: -"i22.C �ILIA
Title: 0017-e )r or: A.Aeti%LF.4-Se FJI COS
ATTEST: BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
By: i By:
m
Deputy Cle William F. Garcia, Chairman Pro-Tern
'4.tJUN 2 5 2012
p
Tsai V7 t�, �
et iiit .A
g7c/02- /S7j
►:/`HOVServices EXHIBIT A
aMMI Exceed Expectations Support and Maintenance Agreement
WON SYSTEMS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33434CONSVR
CLERK& RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,772.95
GREELEY, CO 80631 Effective: 7/10/2012 through 7/9/2013
Payment Terms:Bi-annual
STEVE MORENO 970 304 6530 Amount shown does not include applicable taxes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
KODAK 2400 SV DIGITAL READER PRINTER SYSTEM 33022-18050 34013758
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:0320S
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below. You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO G/,t�.t - / 1 C&4'm
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/10/2012
Fax: 713-957-4858 Date
Ver2.7
Page 2
EXHIBIT A—SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the "KODAK 2400 SV
DIGITAL READER PRINTER SYSTEM, Lason Tag No. 33022-18050, Serial No. 34013758".
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page I of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/fecd rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 10, 2012, through and until
July 9, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Seven Hundred Seventy-Two and 95/100 Dollars
($1772.95). These charges shall cover all Maintenance Services performed during the
Term of this Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Seven Hundred Seventy-Two and 95/100 Dollars ($1772.95).
1
•
/a -/57 j
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prim to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may he
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
Is. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year. No portion of this
Agreement shall be deemed to create an obligation on the part of County to expend funds not
otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26, Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. // P1200309
CONTRACTOR: HOV/Lason Systems, Inc.
By: j'in / /71-t u p-,
Title: b i r'p_C or Dr MGU nk. If &A-1;CAS
ATTEST: BOARD OF COUNTY
CLERK TO HE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
By: ;! - 7 By: 64/(192 92
Deputy Cle ltoa, William F. Garcia,Chairman Pro—Tem
CJUN 2 5 2012
1861 4" i
5
aew/01-is.2
„�LJ`HOVSeYV1Ce5 EXHIBIT A
MallExcee-ct Expectations Support and Maintenance Agreement
WON SYSTEMS INC
6/20/2012 Page 1
Installation Location Uescrlptlon
WELD COUNTY Agreement#: 33433CONSVR
CLERK& RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,772.95
GREELEY, CO 80631 Effective: 7/10/2012 through 7/9/2013
Payment Terms:Bi-annual
STEVE MORENO 970 304 6530 Amount shown does not include applicable taxes
See attached Terrns and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
KODAK 2400 SV DIGITAL READER PRINTER SYSTEM 33021-18050 34013755
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below.You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/10/2012
Fax: 713-957-4858 Date
Ver 2.7
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the "KODAK 2400 SV
DIGITAL READER PRINTER SYSTEM, Lason Tag No. 33021-18050, Serial No. 34013755".
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services arc provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page I of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
TIIIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 10, 2012, through and until
July 9, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Seven Hundred Seventy-Two and 95/100 Dollars
($1772.95). These charges shall cover all Maintenance Services performed during the
Term of this Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Seven Hundred Seventy-Two and 95/100 Dollars ($1772.95).
a O/a - 257y
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
1 I. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer tins Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may he changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budged and otherwise
made available. By execution of this Agreement, County does not warrant that funds will be
available to fund this Agreement beyond the current fiscal year. No portion of this Agreement
shall be deemed to create an obligation on the part of County to expend funds not otherwise
appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed tins Agreement as of the date and
year written below. P.O. # P1200309
CONTRACTOR: HOV/Lason Systems, Inc.
By: 41LLt /3“., C �O
Title: hirer-for✓✓ cr A.4-.2-ii-z-# L/cec
ATTEST: 'a-`-- BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
By: ati By: >
Deputy C William F. Garcia, Chairman Pro-Tem
JUN 2 5 2012
teatle
rte;. ,CA
5
o2D/9-/S72
EMIHO"VServices EXHIBIT A
MEM Exceed Expectations Support and Maintenance Agreement
1..1SON SYSTEMS [NC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33432CONSVR
CLERK&RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,772.95
GREELEY, CO 80631 Effective: 7/10/2012 through 7/9/2013
Payment Terms:Bi-annual
STEVE MORENO 970 304 6530 Amount shown does not include apphbable axes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
KODAK 2400 SV DIGITAL READER PRINTER SYSTEM 33020-18050 34013753
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below. You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/10/2012
Fax: 713-957-4858 Date
Ver 2.7
Page 2
EXHIBIT A—SERVICES
HON/ Services shall provide on-site Support and Maintenance Services for the "KODAK 2400 SV
DIGITAL READER PRINTER SYSTEM, Lason Tag No. 33020-18050, Serial No. 34013753".
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page I of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not he
responsible for the installation of such items. Or damages inemred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies arc not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire,water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 10, 2012, through and until
July 9, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Seven Hundred Seventy-Two and 95/100 Dollars
($1772.95). These charges shall cover all Maintenance Services performed during the
Term of this Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Seven Hundred Seventy-Two and 95/100 Dollars ($1772.95).
1
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
1 1. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
IS. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year. No portion of this
Agreement shall be deemed to create an obligation on the part of County to expend funds not
otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. # P1200309
CONTRACTOR: HOV/Lason Systems, Inc.
By: 470/0-) Ac ce-e it- N
Title: hi'f c r;kr DE 694-0/CDS
ATTEST. BOARD OF COUNTY
CLERK T THE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
By: By:
Deputy Cl Be d William F. Garcia, Chairman Pro-Tem
JUN 2 5 2012
11,61 t
�t�`p�
5
aoWa iS2
6.4 HO`IServices EXHIBIT A
Exceed Expectations Support and Maintenance Agreement
]ASON SYSTEMS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33431CON5VR
CLERK& RECORDER Type: Standard Hardware
1402 N. 17TH AVENUE Amount: $1,772.95
GREELEY, CO 80631 Effective: 7/10/2012 through 7/9/2013
Payment Terms:Bi-annual
KATHY PARKER 970 304 6530 Amount shown does not include applicable taxes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
KODAK 2400 SV DIGITAL READER PRINTER SYSTEM 32040-18050 33010764
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below. You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/10/2012
Fax: 713-957-4858 Date
Ver 27
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the "KODAK 2400 SV
DIGITAL READER PRINTER SYSTEM, Lason Tag No. 32040-18050, Serial No. 33010764".
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County,unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall he the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly sct forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall be invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services/
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 26, 2012, through and until
July 25, 2013.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Six Hundred Ten and 54/100 Dollars ($1610.54).
These charges shall cover all Maintenance Services performed during the Term of this
Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Six Hundred Ten and 54/100 Dollars ($1610.54).
1
oRY07-/577
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 30 day written notice thereof Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year. No portion of this
Agreement shall be deemed to create an obligation on the part of County to expend funds not
otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any tern or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. # P1200309
CONTRACTOR: HOV/Lason Systems, Inc.
By: atitt/patt4
Title: Lire.th r- op hifcurdr. #&XQLces
ATTES 1 � BOARD OF COUNTY
CLERK TO TILE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
O
By: By
Deputy Cle %r William F. Garcia, airman Pro-Tem
JUN 2 5 2012
CI Ili VC
1O1 t.,,Cy..).$1/42
J ! O��Sp Vices EXHIBIT A
Man H
Exceed Expectations Support and Maintenance Agreement
LASON SYSTENIS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33439CONSVR
CLERK& RECORDER Type: Standard Hardware
4209 WELD COUNTY RD. 24 1/2 Amount: $1,610.54
LONGMONT, CO 80504 Effective: 7/26/2012 through 7/25/2013
Payment Terms:Bi-annual
STEVE MORENO 720 652 4201 Amount shown does not include applicable taxes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
MINOLTA MS6000 MKII DIGITAL SCANNER 34005-18050 34015796
Covered Services Notes or Considerations
On-Site Support/Labor
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below.You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO EC::1-7-t- f- rat"e.-c.c'9 ,
HOV Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/26/2012
Fax: 713-957-4858 Date
Ver 2.7
Page 2
EXHIBIT A-SERVICES
HOV Services shall provide on-site Support and Maintenance Services for the "MINOLTA MS6000
MKII DIGITAL SCANNER, Lason Tag No. 34005-18050, Serial No. 34015796".
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services arc provided: On-Site Support and/or
Labor, Parts, and Telephone Support. In addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County,unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page I of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will be replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall he invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident,fire,water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
AGREEMENT FOR PROFESSIONAL MAINTENANCE SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 "O" Street, Greeley, Colorado, 80631 ("County"), and HOV Services!
Lason Systems, Inc., whose address is 11850 Hempstead Highway, Suite 270, Houston, Texas
77092, ("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from July 10, 2012, through and until
July 9, 2013.
3. Services to he Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of One Thousand Eight Hundred Ninety-Seven and 23/100 Dollars
(S1897.23). These charges shall cover all Maintenance Services performed during the
Term of this Agreement.
b. The compensation set forth in Paragraph 4.a. of this Agreement is
inclusive of all miles expenses incurred by Contractor and no additional mileage of other
travel expenses shall be payable by County, unless specifically set forth in this
Agreement.
c. Payment for the equipment maintenance services provided by Contractor
shall be made in two equal installments on July 31, 2012 and on January 31, 2012.
d. Payment for services and all related expenses under this Agreement shall
not exceed One Thousand Eight Hundred Ninety-Seven and 23/100 Dollars ($1897.23).
1
5,20/02—/57%
5. Additional Work. In the event the County shall require changes in the scope,
character, or complexity of the work to be performed, and said changes cause an increase
or decrease in the time required or the costs to the Contractor for performance, an
equitable adjustment in fees and completion time shall be negotiated between the parties
and this Agreement shall be modified accordingly by a supplemental Agreement. Any
claims by the Contractor for adjustment hereunder must be made in writing r�ior to
performance of any work covered in the anticipated supplemental Agreement. Any
change in work made without such prior supplemental Agreement shall be deemed
covered in the compensation and time provisions of this Agreement.
6. Independent Contractor. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Contractor shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee
of County. Contractor and its employees and agents are not and shall not become entitled to
unemployment insurance or workers' compensation benefits through County and County shall
not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Unemployment insurance benefits will be available to Contractor and its employees and agents
only if such coverage is made available by Contractor or a third party. Contractor shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable)
incurred pursuant to this Agreement. Contractor shall not have authorization, express or implied,
to bind County to any agreement, liability or understanding, except as expressly set forth in this
Agreement. Contractor shall have the following responsibilities with regard to workers'
compensation and unemployment compensation insurance matters: (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by
law and (b) provide proof thereof when requested to do so by County.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Acceptance of Services Not a Waiver. Upon completion of the work, at the end of
the term, Contractor shall submit to County originals of all test results, reports, etc., generated
during completion of this work which shall include a summary of the condition of the equipment
which is being maintained under this Agreement. Acceptance by County of reports and
incidental material furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the work. Acceptance by the County of, or
payment for, any services performed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
2
11. Termination. Either party may tenninate this Agreement at any time by providing
the other party with a 30 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice by either party upon a material breach of the terms of the
Agreement. In the event of an early termination, Contractor shall be paid for work performed up
to the time of notice. If terminated prior to the end of the Term of the Agreement, Contractor
shall refund County's payment for services not yet performed on a pro rata basis.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Contractor shall perform the Maintenance Services required under
this Agreement in a timely fashion in a manner designed to ensure the proper operation of the
equipment described in Exhibit A. In all respects relevant to the terms of this Agreement, time is
of the essence in each and all of the provisions.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause bcyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules
and/or regulations shall be null and void. In the event litigation is required to enforce the terms of
this Agreement, the parties agree to submit to the jurisdiction of the Weld County district Courts.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
3
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement, County does not warrant that funds
will be available to fund this Agreement beyond the current fiscal year. No portion of this
Agreement shall be deemed to create an obligation on the part of County to expend funds not
otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
26. Attorneys Fees/Legal Costs. In the event of a dispute between County and
Contractor, concerning this Agreement, the parties agree that County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of
Contractor.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below. P.O. // P1200309
CONTRACTOR:RA/�� HO,V{/Lason Systems, Inc.
-,
By: 4Y d-- / �-a-LI--e-A
Title: bi r"e_elkr (Jr' Ake-1j.f' 9-rUiCPs
ATTEST: �dU BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERS OF
WELD COUNTY, COLORADO
N
By: By:
Deputy C tl William F. Garcia, Chairman Pro-Tern
JUN 2 5 2012
�, t� �
861
L.D.,
aD/&-/57
S►��`HOVServiceS EXHIBIT A
liMilExceed Expectations Support and Maintenance Agreement
1 \SUS.SYSTEMS INC
6/20/2012 Page 1
Installation Location Description
WELD COUNTY Agreement#: 33438CONSVR
CLERK& RECORDER Type: Standard Hardware
4209 WELD COUNTY RD. 24 1/2 Amount: $1,897.23
LONGMONT, CO 80504 Effective: 7/10/2012 through 7/9/2013
Payment Terms:Bi-annual
STEVE MORENO 720 652 4201 Amount shown does not mange applicable taxes
See attached Terms and Conditions on page 2
Covered Components
Description LASON Tag# Serial#
KODAK IMAGELINK 1000 MICROFILM READER PRINTER 32231-18050 32132316
Covered Services Notes or Considerations
On-Site Support/Labor Roll carrier is labor only.
Parts
Phone Support
Unlimited Service Calls Allowed
Service Location: 18050 Customer Code:03208
Your Purchase Order Number: - P.O. Date:
Signature: Date:
Printed Name: Title:
Please sign, date and return a copy of this Support and Maintenance Agreement Renewal along with your
Purchase Order to the address or fax number below.You will then be invoiced for the amount shown plus any
applicable taxes.
RETURN TO r-r_.u.1'
Hay Services/LASON Service Administration Signature
11850 Hempstead Highway, Suite 270 Authorized HOV Services/LASON Representative
Houston, TX 77092 07/10/2012
Fax: 713-957-4858 Date
Ver 27
Page 2
EXHIBIT A- SERVICES
NOV Services shall provide on-site Support and Maintenance Services for the "Kodak Imagelink 1000
Microfilm Reader Printer, Lason Tag No. 32231-18050, Serial No. 32132316".
The Services provided shall include support and maintenance service calls requested by County except for
those services specified below. All labor charges and parts shall be included in the Compensation set forth
in the Agreement. The following Support and Maintenance Services are provided: On-Site Support and/or
Labor, Parts, (with the exception of the Roll Carrier, which is labor only), and Telephone Support. In
addition Unlimited Services Calls are allowed.
Contractor shall take prompt corrective action to provide the services enumerated above, including those
services set forth on Page 1 of this Exhibit A. to make the covered equipment perform in accordance with
the published and documented specifications. Technical support and maintenance is provided Monday
through Friday, 8:00 a.m. through 5:00 p.m. with the exception of those holidays observed by Contractor
and County, unless otherwise provided on Page 1 of this Exhibit A.
Contractor shall diagnose and repair problems relative to the covered equipment. County shall promptly
inform Contractor of any problems arising from the use of the equipment. The disposition and/or reported
problems concerning the severity and scheduling for repair, shall be the decision of County and
Contractor. Contractor shall perform preventive maintenance to the equipment on a periodic basis spaced
equally throughout the term of this Agreement as identified in the covered services section on page 1 of
this Exhibit A or according to the manufacturer's specifications, and County's usage requirements.
Contractor shall set no other limitations on the maintenance and support services provided other than
those explicitly set forth on Page 1 of this Exhibit A.
Contractor covenants and promises that it shall provide support and maintenance to County on a timely
basis and in a professional manner and warrants that all personnel assigned to provide such services shall
be factory trained and knowledgeable about the equipment subject to this Agreement. The services
provided under this Agreement do not include Starter Toner (developer), Toner, Glass Flats, Glass
Cylinders, Paper, Fuser, Oil, Bulbs, Ammonia, or other supply items. In addition, Contractor shall not be
responsible for the installation of such items. Or damages incurred by not installing such items.
Contractor will provide maintenance, including the provision of all labor, parts, and non-consumable
items necessary to repair the equipment. For purposes of this Agreement, Consumable Items include: PC
Drums, Developer Units, Fuser Units, Imaging Units, Separator Pads, pick/feed rollers, or any other part
identified by the manufacturer as a consumable item. Such items will he replaced by Contractor at the
manufacturer's recommended intervals or as needed, and shall he invoiced to County at Contractor's
prices. Supplies are not covered.
This Agreement does not cover service, parts, components or repairs due to misuse, vandalism,
mishandling, accident, fire, water, unstable electrical source or service by persons other than Contractor's
personnel, parts, components or attachments not supplied by Contractor, or use of supplies, parts or
components not meeting Contractor's and manufacturer's specifications.
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