~ ~I:buGIAs CouNTYSHERIFF'S OFFICE

------------=---- . -==..::--=::..==:=-=--========October 1, 2010

HSS, Inc.Attn: Wayne V. Schell900 South Broadway, Suite 100Denver, CO 80209

Reference: Extension of HSS Security Services Contract

Dear Mr. Schell:

David A. Weaver, Sheriff-----_.- ---- .-------

On December 29, 2009, the Board of County Commissioners of Douglas County, Coloradoslglled a Professional Services Agreement in which you agreed to provide security services atthe Robert A. Christensen Justice Center, the Phillip S. Miller Building, and the Countybuilding on Wilcox Street, through December 31, 2010.

A provision within the agreement between Douglas County, Colorado and HSS, Inc. allowsfor the extension of this agreement for a period of up to two (2) additional years, with thesame terms and conditions. This letter is to notify you that the County would like toexercise the first year extension-option associated with this agreement. The extension to theoriginal agreement will run through December 31, 2011. All terms, conditions andamendments of the above-mentioned contract apply to this extension. A confirmingresponse to this letter is respectfully requested; your response must include youracknowledgement of the extension, in addition to your understanding and concurrence thatthe renewed agreement will be based upon the same terms, conditions, and pricing.

We look forward to another opportunity to do busmess together and trust that ourassociation will continue to be mutually beneficial. Please don't hesitate to contact MarleenCinderella at 303-660-7508 oi: mcindere@dcsherifff.net if you have any questions orconcerns. I look forward to receiving your response.

avi A..WeaverShetiff of Douglas County

DAW/mkc

Robert A. Christensen Justice Center4000 Justice WayCastle Rock, CO 80109

303.660.7505www.dcsheriff.net

dcso(cj)douglas.co- us

WWIII hSS-ub.com

Robert A. Christensen Justice CenterAttn: David A. Weaver

4000 Justice WayCastle Rock, CO 80109

Dear Mr. Weaver,

HSS Inc. ("HSS") has received your letter ofOctober 1, 20 10, electing to extend the ProfessionalServices Agreement between HSS Inc. and the Board of County Commissioners of DouglasCounty, Colorado, executed December 29,2009 ("Agreement"). HSS hereby acknowledges andagrees to the extension of the Agreement for a one year period through December 3 I, 2011. HSSunderstands and agrees that the extension will be based upon the same terms, conditions andpricing as specified in the Agreement.

On behalfof HSS I would like to convey our appreciation of your confidence in our company.We look forward to our continued relationship as your security solution. Please feel free tocontact me at any time with any questions or comments concerning our service.

Sincerely,

?J~v~Wayne V. Schell

President & CEOHSS Inc.

HenUhcaoe Sectlnly SelVI<..es - 303.603.3100 I Commercial Securily Services - 303.603.3120 IAvrador, & Govolnmi"ll Se' It( ~." - 303603.3120

Meulcal Equlpmont Management - 303.603.3060 I Sterilizor M,unlenan<..e & Support - 303.603.3060

C~'lJlIt'I Selv;<..es - 303.603.3040 IStatfrng & Pl0fesslunai SelvlC'(;' 303603.3020

FIRST AMENDMENT TO PUBLIC CONTRACT FOR SERVICES

f . I "THISFIRSTAMENDMENT,enteredintoasofthis I;) dayof I i(Jvl[~ ,2010,by

and between Douglas County, State ofColorado, (hereinafter referred to as the "County"), and HSS,Inc., a Corporation authorized to do business in Colorado (the "Consultant").

WHEREAS, the Board and the Consultant entered into an certain Agreement entitled PublicContract for Services dated December 29,2009 (the "Agreement"); and

WHEREAS, the County desires to amend the Agreement by extending the Term of theAgreement and by increasing the Maximum Contract Liability which may be paid to the Consultant;and

WHEREAS, the Consultant desires to perform additional work for County pursuant to theseamendments to the Agreement; and

WHEREAS, County has budgeted and appropriated the necessary funds to satisfy thefinancial obligations set forth in the Agreement.

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. Section 4 of the Agreement is hereby amended to read:

"MAXIMUM CONTRACT LIABILITY: Any other provisions of this Agreementnotwithstanding, in no event shall the County be liable for payment under this Agreement for anyamount in excess ofThree Hundred Fifty Four Thousand Four Hundred Forty Two Dollar and FiftyCents ($354,442.50). The County is under no obligation to make any future apportionment orallocation to this Agreement."

The cost of this additional work shall not exceed: $52,342.50

Total for Original PCS: $302,100.00

Grand Total including all PCS Revisions (to date): $354,442.50

2. Section 5 of the Agreement is hereby amended to read:

"TERM: It is mutually agreed by the parties that the term of this Agreement for services atthe Motor Vehicle Branches located at 2223 Wildcat Reserve Parkway, Littleton 80124 and 16522Keystone Blvd., Parker 80134, shall commence as of 12:01 a.m. on July 1,2010 and terminate onDecember 31,2010."

3, The remainder of the Agreement shall remain in full force and effect.

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FirstIN WITNESS WHEREOF, the County and Consultant have executed this Amendment as

of the date fIrst above written.

HSS, Inc.

BY: W7'= v..-leLa'CEo

DATE: /9 ?~ Z-t? I P

Signature of Notary Public Required:

ATTEST:

STATE OF CDl--ORAt>o

COUNTY OF l>~NV6"(Z.

)))

ss.

The foregoing instrument was acknowledged before me this lqtb day of f=fBRlttA-RY,2010.

~Witn..ess my hand and official seal

My commission expires: 1)6: t~, I~Public

THE BOARD OF COUNTY COMMISSIONERSOF THE COUNTY OF DOUGLAS, COLORADO

BY: U£J.o~DOUGLAS J. DeBORD,County Manager

DATE: 1;lty/J

CAL CONTENT:

ANDREW OPLANDDirector of Finance

DATE:._---=3=1-b-'--/;)....U_o_~--

2

APPROVED AS TO LEGAL FORM:

~~County Attorney

DATE: 2/2S/(0? 7

..,

,P PUBLIC CONTRACT FOR SERVICES

g& ay HIS AGREEMENT (“Agreement”) is made and entered into this :-

of b,([ ?,,‘IFl / .I i ’ i ~ w.,?, 2009, by and between the BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF DOUGLAS, STATE OF COLORADO (the “County”), and HSS, INC. a Corporation authorized to do business in Colorado (the “Contractor”).

RECITALS

WHEREAS, the County is undertaking certain activities for Security Services for certain Douglas County Government facilities; and

WHEREAS, the County desires to engage the Contractor to render certain professional services and assistance in connection with such undertakings of the County; and

WHEREAS, the Contractor has the ability to assist the County through its professional expertise, knowledge, and experience and is ready, willing and able to provide such services; subiect to the conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the parties agree as follows:

1. LINE OF AUTHORITY: Captain Robert,.McMahan, and Victoria Starkey are designated as Authorized Representatives of the County for the’ purpose of administering, coordinating and approving the work performed by the Contractor under this Agreement.

2. SCOPE OF SERVICES: All services described in Exhibit A, attached hereto and incorporated herein, shall be performed by Contractor.

The County may, from time to time, request changes to the scope of services to be performed hereunder. Such changes, including any increase or decrease in the amount of the Contractor’s compensation, which are mutually agreed upon between the County and Contractor, shall be in writing and shall become part of this Agreement upon execution.

The Contractor agrees to diligently and professionally perform all the services described herein in a manner satisfactory to the Authorized Representative. It is also understood and agreed that the Contractor shall not, in performing services hereunder, undertake any action or activity prohibited by the terms of any lease, permit, license or other agreement in effect during the term hereof between the Contractor and the County for the use and occupancy by the Contractor of any County facilities or space.

3. COMPENSATION: Subject to the maximum contract liability and all other provisions of this Agreement, the County agrees to pay to the Contractor, and the Contractor agrees to accept payment as described in Exhibit B, attached hereto and incorporated herein, during the term hereof, in accordance with the terms set forth herein.

4. MAXIMUM CONTRACT LIABILITY: Any other provisions of this Agreement notwithstanding, in no event shall the County be liable for payment under this Agreement for any amount in excess of Three Hundred Two Thousand One Hundred dollars ($302,100.00) which includes potential overtime. The County is not under obligation to make any future apportionment or allocation to this Agreement.

5. TERM: It is mutually agreed by the parties that the term of this Agreement shall commence as of 12:Ol a.m. on January 1, 2010, and terminate at 12:OO a.m. on December 31, 2010. This Agreement, at the option of the County, may be renewed for 2 successive one year terms, if notice i s given to the Contractor by the County no later than 30 days before the end of the current term. This Agreement and/or any extension of its original term shall be contingent upon annual funding being appropriated, budgeted and otherwise made available for such purposes and subject to the County's satisfaction with all products and services received during the preceding term.

6 . INVOICING PROCEDURES: Payments shall be made to the Contractor based upon invoices submitted by the Contractor, provided such invoices have been approved by the Authorized Representative, Payments will be made to the Contractor within thirty (30) days, or within a mutually agreed upon period after County has received complete invoices from the Contractor. The County reserves the right to require such additional documentation, including monthly activity reports detailing the Contractor's activities and services rendered, as the County deems appropriate to support the payments to the Contractor. The signature of an officer of the Contractor shall appear on all invoices certifying that the invoice has been examined and found to be correct.

7. CONFLICT OF INTEREST: The Contractor agrees that no official, officer or employee of the County shall have any personal or beneficial interest whatsoever in the services or property described herein, and the Contractor further agrees not to hire, pay, or contract for services of any official, officer or employee of the County. A conflict of interest shall include transactions, activities or conduct that would affect the judgment, actions or work of the Contractor by placing the Contractor's own interests, or the interest of any party with whom the Contractor has a contractual arrangement, in conflict with those of County.

8. INDEMNIFICATION: The. County cannot and by this Agreement does not agree to indemnify, hold harmless, exonerate or assume the defense of the Contractor or any other person or entity whatsoever for any purpose whatsoever. The Contractor shall defend, indemnify and hold harmless the County, its commissioners, officials, officers, directors, agents, and employees from any and all claims, demands, suits, actions or proceedings of any kind or nature whatsoever, including workers' compensation claims, in any way resulting from or arising from this Agreement; provided, however, that the Contractor need not indemnify or save harmless the County, its officers, agents and employees from damages resulting from the sole negligence of the County's commissioners, officials, officers, directors, agents, and employees.

9. INDEPENDENT CONTRACTOR The Contractor is an independent contractor Notwithstanding any provision of this and is free to perfom services for other clients.

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Agreement, all personnel assigned by the Contractor to perform work under this Agreement shall be and remain at all times, employees of the Contractor for all purposes. THE INDEPENDENT CONTRACTOR IS NOT ENTITLED TO WORKERS’ COMPENSATION OR UNEMPLOYMENT BENEFITS THROUGH THE COUNTY AND IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED PURSUANT TO THE CONTRACT RELATIONSHIP.

10. ILLEGAL ALIENS: If Contractor has any employees or subcontractors, the Contractor shall comply with 5s 8-17.5-101, et seq., C.R.S., regarding Illegal Aliens - Public Contracts for Services, and this Agreement. By execution of this Agreement, the Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that the Contractor will participate in either the €-Verify Program or Department Program in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Agreement.

A. Contractor shall not:

(i) Knowingly employ or contract with an illegal alien to perform work under this Agreement; or

Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.

(ii)

B. The Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement through participation in either the E-Verify Program or Department Pro, Dram.

C. The Contractor shall not use either the E-Verify Program or Department Program to undertake pre-employment screening of job applicants while this Agreement is in effect,

D. If the Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Contractor shall:

6) Notify the subcontractor and the County within three (3) days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and

Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to the preceding sub- subparagraph of this subparagraph, the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien.

(ii)

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E. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department is undertaking pursuant to the authority established in 5 8-17.5-102(5), C.R.S.

F. If the Contractor violates this provision of this Agreement, the County may terminate the Agreement for a breach of contract. If the Agreement is so terminated, the Contractor shall be liable for actual and consequential damages to the County as required by law.

The County will notify the Office of the Secretary of State if the Contractor violates this provision of this Agreement and the County terminates the Agreement for such breach.

G.

11. NO WAIVER OF GOVERNMENTAL IMMUNITY ACT: The parties hereto understand and agree that the County, its commissioners, officials, officers, directors, agents and employees, are relying on, and do not waive or intend to waive by any provisions of this t\greement, the monetary limitations or any other rights, immunities and protections provided by the Colorado Govermnental Immunity Act, 5s 24-10-101 to 120, C.R.S., or otherwise available to the County.

12. ASSIGNMENT: The Contractor covenants and agrees that it will not assign or transfer its rights hereunder, or subcontract any work hereunder, either in whole or in part without the' prior written approval of the Authorized Representative. Any attempt by the Contractor to assign or transfer its rights hereunder shall, at the option of the Authorized Representative, void the assignment or automatically terminate this Agreement and all rights of the Contractor hereunder.

13. COUNTY REVIEW OF RECORDS: The Contractor agrees that, upon request of the Authorized Representative, at any time during the term of this Agreement, or three (3) years thereafter, it will make full disclosure to the County and make available for inspection and audit upon request by the Authorized Representative, the County Director of Finance, or any of their authorized representatives, all of its records associated with work performed under this Agreement for the purpose of making an audit, examination or excerpts. The Contractor shall maintain such records until the expiration of three (3) years following the end of the term of this Agreement.

14. OWNERSHIP OF DOCUMENTS: Drawings, specifications, guidelines and any other documents prepared by the Contractor in connection with this Agreement shall be the property of the County.

15. ASSIGNMENT OF COPYRIGHTS: The Contractor assigns to the County the copyrights to all works prepared, developed, or created pursuant to this Agreement, including the right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public by sale, rental, lease, or lending; 4) perform the works publicly; and 5) to display the work publicly. The Contractor waives its rights to claim authorship of the works, to prevent its name from being used wrongly in connection with the works, and to prevent distortion of the works,

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16. TERMINATION: The County shall have the right to terminate this Agreement, with or without cause, by giving written notice to the Contractor of such termination and specifping the effective date thereof, which notice shall be given at least ten ( I 0) d a y before the effective date of such termination. In such event. all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Agreement shall become the County's property. The Contractor shall be entitled to receive compensation in accordance with this Agreement for any satisfactory work completed pursuant to the terms of this Agreement prior to the date of notice of termination. Notwithstanding the above, the Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the Agreement by the Contractor.

17. NOTICES: Notices concerning termination of this Agreement, notices of alleged or actual violations of the terms or provisions of this Agreement, and all other notices shall be made as follows:

by the Contractor to: Douglas County Sheriffs Office Attn: Captain Robert McMahan 4000 Justice Way Castle Rock, CO 801 09 (303) 814-7041 Facsimile (303) 688-1065

with a copy to: Douglas County Attorney's Office 100 Third Street Castle Rock, CO 80104 Telephone: (303) 660-7414 Facsimile: (303) 688-6596

and by the County to: KSS: Inc. Attn: Wayne V. Schell 900 South Broadway, Suite 100 Denver, CO 80209 Telephone: 303-603-3 120 Facsimile: 303-282-4200 E-mail: wschell@hss-us.com

Said notices shall be delivered personally during normal business hours to the appropriate office above, or by prepaid first class U S . mail, via facsimile, or other method authorized in writing by the Authorized Representative. Mailed notices shall be deemed effective upon receipt or three (3) days after the date of mailing, whichever is earlier. The parties may from time to time

5

designate substitute addresses or persons where and to whom such notices are to be mailed or delivered, but such substitutions shall not be effective until actual receipt of written notification.

18. NONDISCRIMINATION: In connection with the performance of work under this Agreement, the Contractor agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability.

19. GOVERNING LAW; VENUE: This Agreement shall be deemed to have been made in, and construed in accordance with the laws of the State of Colorado. Venue for any action hereunder shall be in the District Court, County of Douglas, State of Colorado. The Contractor expressly waives the right to bring any action in or to remove any action to any other jurisdiction, whether state or federal.

20. COMPLIANCE WITH ALL LAWS AND REGULATIONS: All of the work performed under this Agreement by the Contractor shall comply with all applicable laws, rules, regulations and codes of the United States and the State of Colorado. The Contractor shall also comply with all applicable ordinances, regulations, and resolutions of the County and shall commit no trespass on any public or private property in the performance of any of the work embraced by this Agreement.

21. SEVERABILITY: In the event any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining provisions shall not be afkcted. Should either party fail to enforce a specific term of this Agreement it shall not be a waiver of a subsequent right of enforcement, nor shall it be deemed a modification or alteration of the terms and conditions contained herein.

22. NO THIRD PARTY BENEFICIARIES: 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 County and the Contractor, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person under such Agreement.

23. POLITICAL. CONTRIBUTIONS PROHIBITED: Pursuant to Section 15 of Article XXVIII of the Colorado Constitution, there is a presumption of impropriety between contributions to any campaign and sole source government contracts. Therefore, the Contractor agrees, that in the event Contractor is awarded sole source contracts by the State or any of its political subdivisions exceeding One Hundred Thousand Dollars ($ tOO,OOO.OO) cumulatively from any and all governmental entities within a calendar year, Contractor shall, for the duration of this Agreement and for two (2) years thereafter, cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of any political party or for the benefit of any candidate for any elected office of the State or any of its political subdivisions. Further, pursuant to Section 16 of Article XXVIII of the Colorado Constitution, in the event that the Contractor is awarded sole source contracts in excess of the amounts discussed herein, Contractor shall promptly prepare and deliver to the executive director of the Colorado

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Department of Personnel, a true and correct "Government Contract Summary," for this .4greement in a form acceptable to that office.

24. PRIORITY OF PROVISIONS: In the event that any terms of this Agreement and any Exhibit: attachment, or other referenced document are inconsistent, the following order of priority shall control:

1" This Agreement, Sections 1 through 28 2 n d Request for Proposal (if applicable) 3rd Exhibit C- Insurance Requirements 4th Exhibit A- Scope of Services

Exhibit B- Method of Payment 61h Response to Request for Proposal (if applicable)

HEADINGS; RECITALS: The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 'The Recitals to this Agreement are incorporated herein.

j t h

25.

26. ENTIRE AGREEMENT: The parties acknowledge and agree that the provisions contained herein constitute the entire agreement and that all representations made by any commissioner, official, officer. director, agent or employee of the respective parties unless included herein are null and void and of no effect. No alterations, amendments, changes or modifications to this Agreement, except those which are expressly reserved herein to the Authorized Representative, shall be valid unless they are contained in writing and executed by all the parties with the same formality as this Agreement.

27. INSURANCE: The Contractor shall be required to maintain the insurance requirements provided in Exhibit C, attached hereto and incorporated herein by reference. The Contractor shall provide evidence that such requirements have been met and shall provide updated information to the County in the event any changes are made to the Contractor's insurance coverage during the term of this Agreement.

28. COUNTY EXECUTION OF AGREEMENT: This Agreement is expressly subject to, and shall not be or become effective or binding on the County, until execution by all signatories of the County.

i

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IN WITNESS WHEREOF, the County and the Contractor have executed this Agreement as of the above date.

HSS, Inc.

B Y ATTEST: (if a corporation)

Printed Name Wavne V. Schell

Title: Chief Executive Officer Title: -

DATE: 12-14-09

Signature of Notary Public Required:

STATE OF COWURDQ 1

COUNTY OF &fit@. ) ) ss.

The foreaoing instrument was acknowledged before me this 2009, byhohIDF, ~LLErJ!&l-Mftkflh)EZ .

Witness my hand and official seal

day of %LGM$6E?,

MY commission expires: O5.Z.Z \'L

8

BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF DOUGLAS

n

BY:

ATTEST: i l APPROVED AS TO CONTENT:

A W Douglas J. DeBord - County Manager

DATE: //?f 0 1 1

APPR??’ED AS TO FISCAL CONTENT: APPROVED AS TO LEGAL FORM:

Director of Finance Deputy County Attorney

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Exhibit A SCOPE OF SERVICES

Position Hours , so 1 52.5

Monday Tuesday Wednesday Thursday Friday 0700 0700 0700 0700 0700

1730 1730 1730 1730 1730

10

Note: Security Officer (SO) meal breaks will he paid if taken within the Wilcox Buildin, 0 or the Philip S. Miller Building. officer subject to callout. and for brief period only. Otherwise break periods will not be paid and work hours will need adjustment to accommodate officer needs.

MV BRANCH - 2223 WILDCAT RESERVE PARKWAY, LITTLETON 80124 MV BRANCH - 16522 KEYSTONE BOULEVARD, PARKER 80134

JANUARY TO JUNE 2010

Position Hours Monday Tuesday I Wednesday 0700

1730 0700 1730 so 1 52.5 0700

1730 SO 2 52.5 0700 0700 0700

1730 1730 1730

Thursday Friday 0700 0700 1730 1730 0700 0700 1730 1730

Note: Security Officer (SO) meal breaks will be paid if taken within the Liltleton and Parker MV Branch Offices, officer subject to callout, and for brief period only. Otherwise break periods will not he paid and work hours will need adjustment to accommodate officer needs.

C)The Contractor will provide security service personnel to perform the following services:

1. Each Court Security Officer's (CSO's) primary focus at the Robert A. Christensen Justice Center is to prevent weapons and contraband from entering the court, thereby providing a sterile safe environment for justice. The CSO's assigned are the eyes and ears of the Douglas County Sheriffs Office and are responsible for carrying out County security rules and regulations at the Justice Center. Consistency, alertness and attention to detail with an emphasis on customer service are critical to success. The public will be spoken to and treated with respect and courtesy. Security rules will be consistently enforced. Every CSO is responsible to ensure X-ray machines, magnetometers and hand wands are in good operating order.

2. Each Security Officer's (SO'S) primary focus at the Philip S. Miller Building (PSMB), and the Wilcox Building (WB) is to provide security presence and to prevent weapons and contraband from entering government and' community meetings, thereby providing a sterile safe envjronment for meetings and government operations. The SO is the eyes and ears of the Douglas County Sheriff and is responsible for enforcing county security rules and regulations at the buildings. Consistency, alertness and attention to detail with an emphasis on customer service are critical to success. The public will be spoken to and treated with respect and courtesy. Security rules will be consistently enforced. Every SO is responsible to ensure X-ray machines, magnetometers and hand wands are in good operating order.

3. Every CSO and SO will report for duty in complete uniform (winterisummer) and remain in uniform at all times on duty. Uniforms will be clean, crisp and wrinkle free. Shoes will

I j i he black and polished.

I

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D) Responsibility of the Contractor:

The Contract provider shall be responsible for and provide:

1. Management and costs associated with the issuance and testing of radiation dosimeters as required by OSHA and other Federal or State regulations for all personnel operating X-ray scanning equipment including Douglas County Sheriffs Office employees. (Currently a total of 6 to 8 units are utilized each period.)

2. Contract provider shall require their staff to conform to Sheriffs Office Policy 1.01.02.002,2-6 regarding smoking while on-duty.

“SMOKING: Employees shall not smoke or use tobacco while on duty under circumstances when smoking or other use of tobacco products may be detrimental to

. good conduct, office operations, appearance, posted prohibitions or procedure. “Tobacco products” include, but are not limited to, cigarettes of any kind (lighted or unlighted), cigars (lighted or unlighted), pipes (lighted or unlighted), snuff and chewing tobacco. Smolang on County premises is restricted to designated areas. Further, as condition of employment, employees hired on or after 01-01-91, are prohibited &om any use of any tobacco products while on duty, including meal and rest breaks. Smoking is not permitted in any County vehicle at any time.“

E) Responsibility of the Douglas County Sheriff‘s Office and Facilities Management:

The Douglas County Sheriffs Office and Facilities Management shall be responsible for and provide:

1. Business telephone service at no charge. The telephone shall be used only for local service and business related calls. Should the successful contractor desire local service for personal use and other non-business related calls or long distance calls, whether business or personal, a separate telephone not connected to the county system shall be installed at the successful contractor’s expense.

2. Security screening equipment such as x-ray machines, magnetometers and hand wands including general maintenance, calibrations, inspections or testing.

3. Radio on Sheriffs frequency for communication with court deputies and/or other cso/so posts.

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Exhibit B METHOD OF PAYMENT

Weekly Weekly Annual Rate Hours cost Hours Facility

This pricing table will be applicable to future work as requested of the Contractor. Overtime rates apply to all additional hours of service when requested by Douglas County Government with less that fortyeight (48) hours prior notice. No overtime will be paid to the Contractor to meet the regular staffing requirements for the Miller Building, Wilcox Building or the Robert A. Christensen Justice Center. Overtime rate may be paid to extend hours of daily operation with notice.

The billings for the Justice Center will be separate from the WilcoxiMilIer building and Motor Vehicle Offices.

Billing by the Contractor will occur on an every 2-week basis.

The billings for the Justice Center will be sent to: Douglas County Sherif? s Office Attn: Linda Smith 4000 Justice Way Castle Rock. CO 80109

TOTAL Net Hours

Less Holiday Hours*

*HOLIDAY ADJUSTMENT: Nine (9) Holidavs (New Years, Martin Luther King, Jr. Day: President's Day, Memorial Day, Independence Day, Labor Day, Veteran's Day. ThanksgivinE Day. Christmas Day)

Exhibit C INSUUNCE REQUIREMENTS

Insurance.

1. The Contractor agrees to procure and maintain with insurers with an A- or better rating as determined by Best’s Key Rating Guide, at its own expense, the following policies of insurance:

(a)

Employers’ Liability insurance with the following limits:

Workers’ Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and

Workers’ Compensation: Statutory Employers’ Liability: $1,000,000

(b) Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($l;OOO,OOO) aggregate. The policy will be applicable to all premises and operations. The policy will include coverage for bodily injury, broad’ form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy will include coverage for explosion, collapse and underground hazards. The policy will contain a severability of interests provision.

(c) Commercial Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence with respect to each of Contractor’s owned, hired and non- owned vehicles assigned to or used in performance of the services. The policy will contain a severability of interests provision.

(d) Professional Liability Insurance Coverage in an amount not less than One Million Dollars ($1,000,000.00), and Contractor shall maintain such coverage for at least two (2) years from the termination of this A, nreement.

2. The required Commercial General Liability and Commercial Automobile Liability policies will be endorsed to include Douglas County as a Certificate Holder and name Douglas County, its officers and employees as additional insureds. The required Workers’ Compensation policy will be endorsed to include Douglas County as a Certificate Holder. Douglas County reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

3. The certificates of insurance will be attached to this agreement as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and

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effect. The completed certificates of insurance and any notices, within 20 days of cancellation, termination, or material change will be sent to:

Sheryl D. Monroe Douglas County Risk Management 100 Third Street Castle Rock; Colorado 80104

4. The Contractor will not be relieved of any liability: claims, demands, or other obligations assumed by its failure to procure or maintain insurance, or its failure to procure or maintain insurance in sufficient amounts, durations, or ryprs.

5, Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions and minimum limits will constitute a material breach of contract upon which Douglas County may immediately terminate this contract.

6. The parties hereto understand and agree that Douglas County is relying on, and does not waive or intend to waive by any provision of this contract, the monetary Iiniitatioiis (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act: Sections 24-10-101 9 se~~,? C.R.S., as from time to time amended, or othenvise available to Douglas County; its officers: or its employees.

5-

Sheryl b. Mod& Risk Manager

Approved by: 2 4&i&knA4*

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ACORD, CERTlFJCATE OF LIABILITY INSURANCE OL.TE,HMIODR"""J 11/23/09

00 s Broadway /INSURERC~c~ AMER INS cn 122667

TODUCER 1-303-773-9999 rthor J. Gallagher Risk Management Services, Inc.

399 S. Piddlere Green Cir

1 ,NS"RERD 9n"Br. co 80202 1 lNSURERE

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

:OVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A0OVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER D X U M E N T WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR hlAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATELIMITS SHOWNMAY HAVEBEENREDUCC" m Y o n J n r r

I INSURERS AFFORDING COVERAGE ceenwood Y~llage, CO 80111 3ri Smith 0 0 3 ) 889-2608 IZURED INSURERA ARCR TNS CO 5s In=.

I N S U R ~ ~ ~ HARTFORD FIRE IN co

NAIC # 11150

19682

1 m d u c t i b l s : $25,000 .ana1 - 1 Liability

. ~ i G E G l i i f LlMlT APPLIES PER:

10LltY PI E+ n La€ AUTOMOBILE LIASILrn 34UENN09390

X .wwmro riLL OWNED AUTOS

SCHE5ULED1I"TOS

6

~ - PiRSONALE.rlDVINJURY I $ l?ooo,ooo - GENERAL AGGREGATE 1 s 5 I 000 I 00 0

~

PRODUCTS. COMPiOP AGG 1 s 5 I 00 0 I 0 0 0

12/01/09 12/01/10 COMBINEDSINGLELIMIT 51,000, o o o I

(Eaacmdell

BODILYINJURY p e r penon)

~

s

NON-OWNED AUTOS

I 1 CI4WGELII IBILrn

I EXCESSIUUBRELU L,ABILIN n OCCUR 0 CLAIMSMAOE

DEDUCTIBLE

RETENTION 5

I pYA"..

c WORKERSCOUPENS~~.TIONliWO WLRC4 57 069 9 0

scPc45707003 W I EMPLOIERS. LliiBiLlTY

4NY PROPR,ETORiPPRTNERiEXECUnVE OFFICEWMEMBCR EXCLUDED?

I1 WS, M*zr,e"nder SPECIALPROVISIONS b*,% OTHER

DESCRIPTION OrOPE~~IONSI IOC~TIONS1YEHICLESleXCLUSIOI IS~OOEOBIENOORS~MENTISPECI I \LPROYISIONS

5

1 AUTOONLY-EPlACCIDENi S

PRWERTYOAMIIGE (PeiaY#(iEntl I OTHERTHAh E4ACC $

K G I s WTOONLY:

EPlCHOCCURRENCE S

AGGREGATE S

S

S

S

12/01/09 12/01/10 X (2R5TATu~ "LIM!TS 1 1"::. 121 0 11 0 9 12 101 /1 0 E.L. EACH liCClOENT ~1,000,000

E.L. D15EASE~ E A EMPLOYEE 5 1, 00 0 , 0 0 0

E.L. DISEASE- WLICY LIMIT s 1 I ooo , noo

)ouglas County, .Lability a s per vrittsn contract in regards to RPP No. 032.09. Ln favor of Douglas County. :overage Reference: General Liability Blanket Additional Insmred Form 800 GL0334 00 0 4 08; General Liability >efinite 30 Day Notice of Cancellation Endorsement XIL 12 0 1 11 85; Antomobile Additional Insvred and Rights of R ~ c o ~ ~ ~ ~ igsinst W h e n Farm #HA 99 13 01 87.

CERTIFICATE HOLDER

ite officere and employeas are named as Additional Insured as respects General and Automobile A Definite 3 0 - d ~ ~ Notice of Cancellation applies

Dovglss County Building Department Risk Management ALLO: Sheryl D. Monroe 100 3rd Street #20

C a . s t l e Bock, CO 80104 us*

SHOULD ANI OFIHE &.BOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPlRliTlo~l

DATE THEREOF, THE ISSUING INSURER WlLL ENDEAVOR TO HAIL 30 D&YS W R I ~ E N

NOTICE TO THE CERTIFICATE HOLDER NliMEO TO THE LEFT, BUT FAILURE TO 00 SO SHALL

IMPOSE 110 OBUGITION OR L I A B I L ~ Y OF ANY KIND UPOU THE INSURER. rrs AGENTS OR

REPRESENT&TIVEB.

Ga-F52-?-- AUTHORUEO REPRESENTATNE

IMPORTANT

If the cetiicate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certifmte does not confer rights to the celfficate holder in iieu of such endorsement(s).

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certifmte does not confer rights to the certificate holder in lieu of such endorsement($).

DISCLAIMER

The Certificate of Insurance on the reverse side of this form does no! constitute a contract between the issuing insurer(s), authorized repressntative 0: producer, an: the certifmte holder, nor does it affirmatively or negativeiy amend, extend or alter the coverage afforded by the policies iisted thereon,

ACORD 25 (2001108)

Named insured: HSS inc Policy Number: #34UENN09390 Effective: December 1,2009 -December 1.2010

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED AND RIGHTS OF RECOVERY AGAlNST OTHERS

This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

A. Any person or organization whom you are required by contract l o name as additional insured is an "insured" for LIABILITY COVERAGE but only lo the extent that person or organization qualifies as an "insured" under lhe WHO IS AN INSURED provision a i Section II - LiABlLlTY COVERAGE.

8. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition -TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable.

Form HA 99 13 01 87 Prmled In U S A

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

>OLICY NUMBER

3SPKGO1803OO

POLICY CHANGES

POLICY CHANGES EFFECTIVE

911 7109

POLICY CHANGE NUMBER 12

D/B/A HEALTHCARE SECURITY SERVICES HSS INC D/B/A FIRST WATCH SECURITY SERVICES

~

HSS INC. D/B/A HOSPITAL SHARED SERVICES

COVERAGE PARTS AFFECTED

COMPANY

ARCH INSURANCE COMPANY

AUTHORIZED REPRESENTATIVE

W. H. BROWNYARD CORPORATION

COMMERCIAL GENERAL LIABILITY COVERAGE PART

CHANGES

IT IS HEREBY UNDERSTOOD AND AGREED THAT FORM AIC-SGP-E42 (7ID3) THIRTY (30) DAY NOTICE OF CANCELLATION IS MADE PART OF THE POLICY AS PER THE ATTACHED.

VO PREMIUM CHANGE

I L 1 2 0 1 1185

Authorized Representative Signature

Copyright, Insurance Services Office, Inc., 1983 Copyright, IS0 Commercial Risk Services, Inc , 1983

ARCH INSURANCE COMPANY

THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY

THIRTY (30) DAY NOTICE OF CANCELLATION

IT IS HEREBY UNDERSTOOD AND AGREED THIS POLICY REQUIRES A THIRTY (30) DAY NOTICE OF CANCELLATION, EXCEPT FOR NON-PAYMENT.

NON-PAYMENT CANCELLATION REQUIRES A TEN ( I O ) DAY NOTICE.

RE: DOUGLAS COUNTY BUILDING DEPARTMENT AITN: CONTRACTOR LICENSING 100 3" STREET # 20 CASTLE ROCK, COLORADO 801 04

AIC-SGP-E42 (7103)

I

Named Insured: HSS Inc Policy No: BSPKG0180301 Effective: December 1,2009 - December 1,2010

T!-!!S EUMP.SEMEUT CUAHC-CS ?!-!E P E ! P . PEASE E A . n !T C.AREFULLY

BLANKET ADDITIONAL INSURED ENDORSEMENT

This endorsement modifies insurance provided under the following:

Section It. WHO IS AN INSURED. is amended by adding

Any person, organization, trustee or estate: ,

a, to whom "you" are obligated by wrltten contract to provide insurance such as

b, specifimlly designated as an additional insured on an authorized Certificate of

Coverage afforded under (a) or (b) is limited to liability arising out of "your worl;" for such additional insured@) and is caused by the negEgent acts of the named insured

This endorsement shall be excess of any other insuranie available except coverage afforded by this endorsement will be primary and nonzonbibutory, but only if and to the extent required by written contract.

Ail other terms end Canditions of the Policy remain the same.

that afforded by lhis policy, or

Insurance received by "us" prior to any "occurrence";

. .

00 GL0334 00 04 08 Page 1 of 1

Request for Taxpayer Identification Number and Certification

Give form to the requester. Do not send to the IRS.

Form w-9 1 I R w October 20071

I, M me TrealW

Cneck appropriate box: individual/Sois proprletoi Corporation [3 Pannwship Limited Iiabiib company. Emer the tax CiaSIification lD=dlsregardad entiry, C=corporation, P=panneshipl .......

0 Omer [see inmctionsj t

Dsnver. CO 80209 ~ r r t account numbeibj here (aptlonaO

~ddr-5 (number. street and apt. or sulte no.) 900 South Broadway, Suite 100 City. state. and ZIP code -

Taxpayer Identification Number (TIN)

R~WSQ'S name and adMes5 iaptimnab

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However. for a resident

General Instructions Section references are to the internal Revenue Code uniess otherwise noted.

Socie'securib

Purpose of Form A person who is required to fiie an information return wtth the IRS must obtain your correct taxpayer identification number (TIN) to report. for example, income paid to you. real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, canoeliation of debt, or contributions you made to an IRA.

Use Form W-S oniy ii you are a U.S. Person (inciuding a resident aiien). to provide your correct TIN to the person requestinp it (the requester) and, when applicable. to:

waiting for a number to be issued), 1. Certify that the TIN you are giving is correct (or you are

2. Certiiy that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S.

exempt payee. If applicable, you are alsa cettibing that as a US. person, your allocable share of any partnership income fmm a U.S. trade or business is not subject to the wlthholding tax on foreign partners' share oi effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TiN. you must use the requester's form il it is substantially similar to this Form W-9.

Cat. NO.

Note. ii the account 1s in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Definition of a U.S. person. For federal tax purposes, you are considered a US. person if you are:

An individual who is a U S Citizen or US. resident alien, A partnership, corporation, company, or association created or

organized in the United States or under the laws of the United States,

An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section

301.7701-7). Special mles for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign pamers' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required 10 presumethat a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U S person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. Fatus and avoid withholding on your share of partnership income.

Employer idenWic&oo number 1098613 84 ~

The person who gives Form W-9 to the partnership for Purposes of establishing its US. status and avoiding withholding on ks aliocabie share of net income from the partnership conducting a trade or business in the United States is in the foliowing cases:

The U.S. owner of a disregarded entity and not the entiiy,

10231X Form w-9 (Rev. 10.200~