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HomeMy WebLinkAboutC15-317 Genfare, a division of SPX CorporationAGREEMENT FOR PROCUREMENT AND INSTALLATION SERVICES BETWEEN EAGLE COUNTY, COLORADO AND GENFARE, A DIVISION OF SPX CORPORATION THIS AGREEMENT ( "Agreement') is effective as of the 4ktJfdNay of 2015 by and between Genfare, a Division of SPX Corporation, a Delaware corporation (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County "). RECITALS WHEREAS, County desires to purchase from and have Contractor install and configure an SPX Genfare Mobile Vault (the "Project') at the I -70 Regional Transportation Operations Facility (ROTF) (the "Property"); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and installation services as set forth below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the procurement of equipment, materials and services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: I . Services or Work. Contractor agrees to procure the materials, equipment and /or products ( "Equipment') necessary for the Project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the procurement and installation services described in Exhibit A ( "Services" or "Work ") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to provide lifetime software support for the Network Mgr Server Software. Support will include any assistance in troubleshooting or configuring the Network Mgr Server Software for hardware upgrades, facility changes or other technical needs. Software updates for the Network Mgr Server Software will be provided at no additional cost. Lifetime support will be the duration that ECO Transit will use the Network Mgr Server Software. b. Contractor agrees to furnish the Services no later than October 30, 2015 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. C. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. d. County shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon County's request and at no charge to County: i. take the Equipment back; ii. exchange the Equipment; or iii. repair the Equipment. 2. County's Representative. The ECO Transit Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through project completion. 4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non - payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the Equipment and performance of the Services in a sum computed and payable as set forth in Exhibit A. The Equipment and performance of the Services under this Agreement shall not exceed $119,880.00. Contractor shall not be entitled to bill at overtime and /or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Equipment and Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Equipment or Services for which payment was made were not provided or performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. C. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local 2 Eagle County Procunnent and Installation Final 5/14 Government Budget Law (C.R.S. 29 -1 -101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal /advertising injury, products /completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish'to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise 3 Eagle County Procurment and Installation Final 5/14 available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. V. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. Further, Contractor shall execute any bill of sale or other documents required by County to transfer title of the Equipment to County. Contractor shall provide copies of any instruction or operations or care manuals and shall further provide copies of any manufacturers warranties associated with the Equipment. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e -mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Lance Trujillo 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970 - 328 -3440 Facsimile: 970 - 328 -3529 E -Mail: lance.truj illo@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 4 Eagle County Procurment and Installation Final 5/14 Facsimile: 970 -328 -8699 E -Mail: atty@eaglecounty.us CONTRACTOR: Genfare, A Division of SPX Corporation Attention: Mark Mahon 800 Arthur Ave Elk Groove Village, IL 60007 Telephone: 847 -593 -8855 Facsimile: 847-758-4998 E -Mail: mark.mahon@spx.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24- 71.3 -101 to 121. 14. Other Contract Requirements and Contractor Representations a. Contractor has familiarized itself with the intended purpose and use of the Equipment, nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. C. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has 5 Eagle County Procunnent and Installation Final 5/14 accepted or approved the Equipment and/or Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor hereby represents and warrants that the Equipment will be new and will perform the Services in a good and workmanlike manner and guarantees all Work against defects in materials or workmanship for a period of one (1) year from the date the Work is accepted by County, or such longer period as may be provided by the law or as otherwise agreed to by the parties. g. All guarantees and warranties of Equipment furnished to Contractor or any subcontractor by any manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any Equipment furnishes a guarantee or warrantee for a period longer than one (1) year, then Contractor's guarantee or warrantee shall extend for a like period as to such Equipment. h. Contractor warrants that title to all Work and Equipment shall pass to County either by incorporation into the Property or upon receipt by Contractor of payment from County (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Contractor further warrants that Contractor (or any other person performing Work) purchased all Equipment free and clear of all liens, claims, security interests or encumbrances. Notwithstanding the foregoing, Contractor assumes all risk of loss with respect to the Equipment until the Equipment is installed and County has inspected and approved the same. i. Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to County, and without interruption to County: 1. Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and Any damage to any other Work or property caused by such defects or the repairing of such defects. j. Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Contractor in law or in equity. k. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. 1. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer - employee, master - servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. M. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. 6 Eagle County Procurment and Installation Final 5/14 n. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. o. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. P. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. q. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. r. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. S. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. t. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24- 76.5 -103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8 -17.5 -101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8 -17.5 -101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E -verify Program or other Department of Labor and Employment program ( "Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: 7 Eagle County Procurment and Installation Final 5/14 http: / /www.dhs.gov /xprevprot /programs /gc 1185221678150.shtm C. Contractor shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8- 17.5 - 102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 8 Eagle County Procurment and Installation Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Atte wl COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS I' Kathy andler- Henry, Chairman Teak J. Simonton, Clerk to the Board GENFA D ISION OF SPX CORPORATION By: Print Name: Darren Dickson Title: President 9 Eagle County Procurment and Installation Final 5/14 SAX l Genfa re ATTACHMENT A - TERMS AND CONDITIONS OF SALE The following terms and conditions are supplementary to any other terms and conditions governing the underlying order /contract and shall apply in precedence over such other terms and conditions, or otherwise under any applicable law. These terms and conditions shall survive termination of the order /contract for whatever reason. 1.1 The Quotation, these Conditions, the Order Acknowledgment (if issued), the Software License, and the Warranty, constitute the entire agreement between Genfare and the Customer (the "Agreement "). 1.2 Genfare shall sell to the Customer, and the Customer shall purchase from Genfare, the Equipment in accordance with the Agreement. Genfare accepts the Customer's purchase orders for Equipment and Software and agrees to deliver the Equipment and the Software to the Customer only on the terms of the Agreement. 1.3 No variation of the Agreement shall be binding unless agreed to in writing by authorized representatives of Genfare and the Customer. LICENSE OF INTELLECTUAL PROPERTY 2.1 The Software is licensed to the Customer under the Genfare Software License. SHIPPING & INSURANCE 3.1 Genfare shall arrange shipping and insurance and shall bill the Customer for the Equipment with the shipping and insurance costs as separate items, on an invoice (the "Invoice "). 3.2 Subject to other provisions of these conditions, Genfare shall ship the Equipment to the Customer on the agreed upon Shipping Date. QUOTATION VALIDITY 4.1 Unless otherwise specified, all quotations issued by Genfare shall have a validity term of 90 days from the date the quotation was issued. This validity term may only be changed by Genfare. TERMS OF PAYMENT 5.1 Depending upon the credit arrangements with an individual Customer, Genfare may require certain payments to be made prior to delivery of Equipment, Software or other services. Such pre - payments will be identified in the Genfare quotation for the specific Equipment, Software or services. 5.2 Notwithstanding paragraph 5.1 above, the customer shall pay for all Equipment, Software fees, shipping, insurance, and where agreed, all duties and taxes net 30 days from date of invoice. However, if the parties have agreed that the Equipment and Software are to be installed by Genfare, the Customer shall pay 90% of the total cost of each item upon shipping of the equipment and 10% upon installation of the equipment. All services are invoiced at 100 %. 5.3 If the Customer fails to pay any Invoice when due, Genfare may, without prejudice to any other remedy, postpone shipments, alter payment terms, terminate the Agreement and charge interest on all overdue amounts at the rate of 1.5% per month compounded monthly (or if less, the maximum rate allowed by law). Upon demand, the Customer shall pay all such interest charges and all reasonable collection fees, including reasonable legal expenses. TRANSFER OF TITLE AND RISK OF LOSS; DELIVERY 6.1 All products will be shipped FOB Destination. Risk of loss and title to all equipment shall pass to the Customer, free of encumbrances, at the time of delivery to the Customer's destination. Updated 2014 Page 1 of 7 SP>< > Genfa re 6.2 Genfare will endeavor to meet any estimated or firm delivery dates requested by Customer, but shall not be liable in damages or otherwise, nor shall Customer be relieved of performance under the contract /order because of failure to meet them. CHANGES TO PRODUCT SPECIFICATIONS. 7.1 Genfare may, without notice to the Customer, make changes to the specifications of the Equipment /Software which do not materially affect the quality or performance of the Equipment /Software. ACCEPTANCE, RETURNS AND EXCHANGES 8.1 The goods and services shall be deemed accepted, and any attempt by Customer to reject an order or shipment of goods shall be waived and not enforceable, unless: (i) Customer has promptly inspected the goods and services, and written notice from Customer of any defect has been received by Genfare within thirty (30) days following any delivery of goods or performance of services. 8.2 The return of defective Equipment and Software is covered by the Warranty as described in Attachment A. 8.3 The Customer may only return Equipment or Software which is not defective if: (a) the Equipment or Software does not correspond to the Customer's Purchase Order, or (b) the Equipment or Software has been ordered in error by the Customer and Genfare has granted written permission to the Customer to remedy its mistake by ordering the correct equipment or software and returning the Equipment or Software. 8.4 If the Customer returns the Equipment or Software under Paragraph 8.3 in an undamaged condition, in the original configuration and, where appropriate, in the original packing, before the later of: (a) 21 days after the date of the Invoice for that Equipment or Software; and (b) the date of substantial completion of installation of the Equipment and Software by Genfare, Genfare shall: (c) for items returned under Sub - paragraph 8.3(a), issue a credit to the Customer for the full Invoice price of the returned Equipment and Software; or (d) for items returned under Sub - paragraph 8.3(b), issue a credit to the Customer for the full Invoice price of the returned Equipment and Software less: (i) a restocking fee of 25% of the Invoice price; and (ii) the original shipping and insurance cost as shown on the Invoice. 8.5 If the Customer does not comply with the provisions of Paragraph 8.4, the Customer shall pay the full amount of the Invoice. 8.6 The party liable for all shipping, insurance and any other expenses incurred by the Customer in returning the Equipment and Software under Paragraph 8.3 and for all loss or damage to the Equipment and Software until received by Genfare, shall be: (a) for items returned under Sub - paragraph 8.3(a), Genfare; and (b) for items returned under Sub - paragraph 83(b), the Customer. CUSTOMER POSTPONEMENT OF SCHEDULED SHIPPING DATE 9.1 If Genfare receives a request from the Customer 30 days or more prior to the Shipping Date, Genfare may postpone the Shipping Date and may charge the Customer 2% of the net order total for each full or partial month the Shipping Date is delayed. 9.2 If Genfare receives a request from the Customer less than 30 days prior to the Shipping Date, Genfare may treat the order as canceled and may bill the Customer in accordance with the provisions of Section 10. Updated 2014 Page 2 of 7 Nip CANCELLATION 10.1 If the Customer cancels an order before the Shipping Date, Genfare may charge the Customer a cancellation charge calculated by multiplying the applicable percentage below by the order total plus profit (as shown on the Quotation/Order Acknowledgment): Number of Business Days before Shipping Date (a) 40 days or more 25% (b) 39 days or less 50% If Customer cancels all or part of the order /contract without cause, Customer will reimburse Genfare for (i) its expenses incurred to fulfil the order /contract through the cancellation date, including, without limitation, materials and labor, plus (ii) a reasonable profit. 10.2 If the Customer's order includes special order equipment or vendor equipment Genfare may charge, in addition to the amount determined in 10.1, the following: (a) for special order equipment, 100% of the amount shown on the Quotation/Order Acknowledgment for that equipment; and (b) for vendor equipment the lesser of 100% of the cost to Genfare of vendor equipment; or, if the vendor accepts the return of its equipment the restocking charge levied by the vendor. 10.3 The Customer shall pay all cancellation charges within 30 days of receipt of the Invoice. FORCE MAJEURE 11. To the extent that either party is not able to perform an obligation under this Agreement due to fire, flood, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, acts of terrorism, any law or order of any governmental agency, or other cause beyond that party's reasonable control, that party may be excused from such performance so long as such party provides the other party with prompt written notice describing the condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed. INSTALLATION 12.1 If installation is purchased, the Customer shall complete all of the action necessary to prepare the Customer's premises for the installation of equipment and Software prior to the Scheduled Installation Date. 12.2 If the Customer complies with Paragraph 12. 1, Genfare's authorized technicians shall commence the installation of Equipment and Software on the scheduled installation Date. 12.3 Genfare may invoice the Customer for an amount in addition to the installation Charge specified on the Quotation/Order Acknowledgment if Genfare incurs additional installation costs as a result of the Customer's failure to have the site, other manufacturers' equipment or Equipment ready for Genfare's technicians on the Scheduled Installation Date. WARRANTY 13.1 All Equipment and Software is covered by Genfare's Standard Warranty as described in Attachment A. WAIVER OF CONSEQUENTIAL DAMAGES 14.1 Notwithstanding anything in this Agreement to the contrary, to the fullest extent permitted by applicable law, Genfare will not be liable for any business interruption or loss of profit, anticipated savings, data, contract, goodwill or the like or for any form of incidental, special, indirect or consequential damages. Page 3 of 7 Updated 2014 SAX >Genfare INDEMNIFICATION; LIMITATION OF LIABILITY 15.1 Genfare agrees to indemnify and hold harmless Customer its elected and appointed officers, employees, from and against any and all claims, demands, defense costs, liability or damages of any kind or nature brought by third parties and arising solely from: (a) Genfare's (or Genfare's subcontractors, if any), negligent acts, errors or omissions or willful misconduct or (b) third party claims for any actual or alleged infringement of a patent, trademark, copyright, trade secret or other intellectual or proprietary rights regarding the products and services furnished under this Agreement (except to the extent resulting from Customer's combination of Genfare's products with other products or services not provided by Genfare). Notwithstanding the foregoing, there shall be no indemnification hereunder by Genfare as to any losses caused by the negligence or fault of the Customer or any of its employees or agents. If Customer shall claim indemnification hereunder, the Customer shall notify Genfare in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. Genfare agrees to assume the defense of any such claim and to defend the same at Genfare's expense. The parties agree to reasonably cooperate with each other on any such claims. If the Customer desires to participate in the defense, then the Customer shall have the right to do so through counsel of its own choosing, provided that the Customer will be responsible for all of its costs in so doing. INSURANCE 16.1 Genfare shall maintain insurance coverage consistent with its existing programs but shall name Customer as additional insured on the automobile and commercial general liability policies. Nor shall Genfare or its insurers be obligated to waive any rights of subrogation Genfare or such insurers may have against Customer or its affiliates. Genfare shall use commercially reasonable efforts to provide Customer with written notice of cancellation of any applicable policy thirty (30) days prior to the effective cancellation date of such policy, but failure to do so shall impose no obligation or liability upon Genfare or its insurers, agents or representatives. Genfare shall provide Customer with its standard certificate of insurance upon request. NOTICE 17.1 All requests, instructions and notices from one party to the other must be in writing and may be given via registered post or facsimile transmission to the address of the parties shown on the Quotation/Order Acknowledgment. MISCELLANEOUS 18.1 No waiver by Genfare of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision. 18.2 Any provision of the Agreement which is, or is deemed to be, unenforceable in any jurisdiction shall be severable from the Agreement in that jurisdiction without in any way invalidating the remaining provisions of the Agreement, and that unenforceability shall not make that provision unenforceable in any other jurisdiction. 18.3 The rights which accrue to Genfare by virtue of the Agreement shall endure for the benefit of and be binding upon the successors and assigns of Genfare. 18.4 The Agreement in accordance with the laws of the State of Colorado, however Genfare may enforce the provisions of the Agreement in accordance with the laws of the jurisdiction in which the Equipment is situated. The United Nations Convention on the Sale of Goods (the Vienna Convention) shall not apply to the Agreement. Updated 2014 Page 4 of 7 N OR ATTACHMENT A - WARRANTY GENERAL TERMS 1.1 Subject to the provisions of this Warranty, Genfare warrants that the equipment and software described in Paragraph 1.2 shall conform to their specifications in all material respects and that the equipment shall be free from material defects in materials and workmanship. 1.2 This Warranty applies to all original purchases of new Genfare supplied equipment, including software (collectively the "Equipment "). 1.3 The effective period of this Warranty shall start either on: (a) the date of delivery of the Equipment if the equipment is not to be installed, (b) the date of installation completion by a Genfare, or Genfare approved technician, or (c) the date the equipment is placed into revenue service, whichever comes first, and shall end Twelve (12) months later. 1.4 Equipment purchased under Genfare's Upgrade /Reconditioning Program that has been reconditioned or refurbished will have an effective warranty period of 6 months that commences as per 1.3 above unless otherwise specified by Genfare. RETURN OF EQUIPMENT UNDER WARRANTY 2.1 If an item of Equipment malfunctions or fails in normal use within the applicable Warranty Period: (a) the Customer shall promptly notify Genfare of the problem and the serial number of the defective item; (b) Genfare shall, at its option, either resolve the problem over the telephone, or provide the Customer with authorization to ship the defective item to Genfare; (c) if the problem is not resolved over the telephone, the Customer shall attach a return tag with a description of the fault. The Customer shall, at its cost, properly pack the item to be returned, prepay the insurance and shipping charges, and ship the item to the specified Genfare Service Center; (d) Genfare shall either repair or replace the returned item. The replacement item may be new or refurbished; if refurbished, it shall be equivalent in operation to new Equipment. If a returned item is replaced by Genfare, the Customer agrees that the returned item shall become the property of Genfare; (e) Genfare shall, at its cost, ship the repaired item or replacement to the Customer. If the Customer has requested express shipping, the Customer shall pay Genfare an expediting fee. 2.2 Equipment which is repaired or replaced by Genfare under this Warranty shall be covered under all of the provisions of this Warranty for the remainder of the applicable Warranty Period or ninety (90) days from the date of repair or replacement, whichever is longer. 2.3 A failure is defined as a malfunction of a given device or component in the equipment furnished that renders the equipment inoperative and/or unsuitable for the intended purpose. 2.4 It is understood that Genfare shall be responsible for the costs of all materials and labor, except as provided herein. It is further understood that the costs of discovery of the problem associated with a given item of equipment and the costs associated with the removal and installation of the defective part shall be the responsibility of the Customer. TELEPHONE TECHNICAL ASSISTANCE 3.1 During the applicable Warranty Period, Genfare shall provide the Customer with over - the - telephone technical fault analysis. Genfare shall not charge the Customer for the first ten (10) calls per location per month, and may charge the Customer for all additional calls. Updated 2014 Page 5 of 7 dr UPGRADES 4.1 During the applicable Warranty Period, Genfare shall, at no charge, provide the Customer with non - feature software updates to the Version of Software installed at the Customer's location and, if the Equipment is sent to Genfare for Warranty repair, those revision level updates deemed necessary by Genfare. 4.2 Non - feature software updates and revision level updates do not generally include additional equipment, such as hardware memory, which enable the upgrades to function in the existing equipment of the Customer. The Customer may purchase this additional equipment from Genfare. DEFAULT AND TERMINATION 5.1 Genfare may immediately terminate this Warranty and all of its performance under this Warranty, upon notification to the Customer, if the Customer: (a) makes any unauthorized modifications to the Equipment; (b) assigns or transfers the Customer's rights or obligations under this Warranty without the prior written consent of Genfare; (c) becomes bankrupt or insolvent, or is put into receivership; or (d) has not paid Genfare all amounts for services, advance replacement parts supplied under this Warranty, or other additional charges within thirty (30) days of receipt of written notice from Genfare. 5.2 If this Warranty is terminated by Genfare, the Customer shall remain liable for all amounts due to Genfare. FORCE MAJEURE "Force Majeure" has the same meaning as defined in Genfare's Terms and Conditions of Sale. Genfare shall not be responsible for failure to discharge its obligations under this Warranty due to Force Majeure. LIMITATIONS AND QUALIFICATIONS OF WARRANTY 7.1 This Warranty does not apply to normal consumable items, items which are replaced in usual and scheduled preventative maintenance such as light bulbs, nor does it apply to any damage, defect or failure caused by: (a) any part of the Equipment having been modified, adapted, transported or relocated by any person other than Genfare personnel, a Genfare authorized service agent or Genfare approved technician without Genfare's prior written consent; (b) Improper installation, operation or maintenance by buyer or a third party; (c) storage or environmental characteristics which do not conform to the applicable sections of the appropriate Genfare Equipment Manual; (d) failure to conform with the Equipment Operating Instructions in the applicable Genfare Equipment Manual; (e) Inaccurate or incomplete information or data supplied or approved by buyer; (f) external causes, including external electrical stress or lightning, or use in conjunction with incompatible equipment, unless such use was with Genfare's prior written consent; (g) cosmetic damage; (h) accidental damage, negligence, neglect, mishandling, abuse or misuse, other than by Genfare personnel, a Genfare authorized service agent or Genfare approved technician; or (i) Force Majeure. LIMITATION ON DAMAGES 8.1 THE WARRANTY STATED IN THIS DOCUMENT IS THE CUSTOMER'S EXCLUSIVE WARRANTY FOR THE EQUIPMENT. GENFARE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND OF MERCHANTABILITY. Updated 2014 Page 6 of 7 S I�X > Genfa re(� 9.2 GENF A 9 SHALL NOT RP 7 7 A B7 7.` !N T/1BT TAT(-7 TTppT (; T T A BTT PI`V LN N ri lc'EN E 0 l/ rozzr'rc�n x�vx as z,xlsnzaa zx x vzcx, xilcnvvIily an :axazx YY V AND SHALL 7 T II A VT NO LIABILITY A T ALL T FOR 7AT 77TBV TO PERSONS 0 PROPERTY. GENF A RE'S r7 rBTrTTV D T TO FULFILL iTC OBLIGATIONS UNDER THIS W A RILANTV OR A NV OTHER B T 7 A B77 TTV UNDER OR TAT CONNECTION WITH THE QUIPM NT 4I4A7 T BE LIMITED TO T14E AA40UN-T OF THE PURCHASE PRICE QIP THE EQUIPM AT it T T L' REMEDIES STATED TAT T-1419 3A A B_B_A_NP ARE T-14E CUSTOMER'S EXCLUSIVE REMEDIES A ( A iNST- fENF A RE REGARDING THE LQt4P ENT 8.3 EVEN IF GENFARE HAS BEEN ADVISED OF THE POSSIBILITY OF THEM, GENFARE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, ANY CLAIM AGAINST A CUSTOMER BY A THIRD PARTY, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY HIND. 8.4 THESE LIMITATIONS AND DISCLAIMERS ARE NOT MADE BY GENFARE WHERE PROHIBITED BY LAW. 8.5 SUCH WARRANTY STATES CONTRACTOR'S ENTIRE WARRANTY AND AGENCY'S SOLE AND EXCLUSIVE REMEDY RELATED TO THE PRODUCTS AND SERVICES PROVIDED BY CONTRACTOR TO AGENCY. EXCEPT AS EXPRESSLY SET FORTH ABOVE, CONTRACTOR MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND CONTRACTOR DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Updated 2014 Page 7 of 7 EXHIBIT A SCOPE OF SERVICES AND EQUIPMENT, SCHEDULE, FEES 10 Eagle County Procunnent and Installation Final 5/14 Sold -To -Party ECO Transit PO Box 1070 Gypsum CO 81637 -1070 Ship -To -Party EAGLE COUNTY RTA - ECO 3289 COOLEY MESA ROA GYPSUM CO 81637 -1070 Genfare A Division of SPX Corporation 800 Arthur Ave Elk Grove Village IL 60007 Ph: (847) 593 -8855 Fax.-(847) 758 -4998 Customer to supply Network Manager hardware (VM). Page 1 of 6 Sales Quotation Information Sales Quote No. 5006240 Document Date 09/08/2014 Customer No. 648 Currency USD Contact Name Lance Trujillo Phone 970 - 376 -3856 FAX 970- 328 -3539 EMAIL lancetrujillo @eaglecounty.us Validity Start Date 09/08/2014 Validity End Date 10/31/2015 Req Delivery Date 12/31/2017 End User ECO Transit 3289 Cooley Mesa Road Gypsum CO 81637 -1070 Item Material Quantity Price Amount 20 MOBILE VAULT 1 EA 39,090.00 USD 39,090.00 MOBILE VAULT CONFIGURATION W /CBID With the following configuration VAULT RECEIVER YES VAULT CASHBOX ID YES BIN ID YES MOBILE BIN YES BIN HOUSING KEY CODE UNKNOWN 30 A00469 -0001 300 FT 2.49 USD 747.00 CABLE, DATA, BELDEN #9773 40 SOFTWARE 1 EA 23,000.00 USD 23,000.00 Network Mgr Server Software only (VM) 120 VAULT INSTALLATION 1 EA 4,500.00 USD 4,500.00 Vault Installation Signature: ?�IA- Date:06/24/2015 Sales Representative: Mark Mahon Email: mark.mahon @spx.com Phone: 847 - 222 -3639 Genfare Price Quotation Summary Terms & Conditions: All prices are valid for 30 days unless otherwise noted above. Delivery will be made within 120 days ARO unless other dates are quoted above. Payment terms are Net 30 days after delivery and based on Genfare customer credit acceptance. Notwithstanding any modifications negotiated with the customer,warranty is (1) year from installation date or (14) months from shipment for new system equipment,whichever comes first. All warranty items must be directed to Genfare for acceptance and disposition, not through OEM Bus Manufacturing Companies. The complete terms of the Genfare warranty are listed at www.genfare.com. Prices do not include any state or local taxes unless specifically listed. Tax is based on shipment and /or invoice date not quote and /or purchase order date. Quotation is FOB Elk Grove Village, IL and freight charges are not included. All price quotations are submitted in accordance with standard Genfare terms and conditions which are available on request. Sold -To -Party ECO Transit PO Box 1070 Gypsum CO 81637 -1070 Ship -To -Party EAGLE COUNTY RTA - ECO 3289 COOLEY MESA ROA GYPSUM CO 81637 -1070 Genfare A Division of SPX Corporation 800 Arthur Ave Elk Grove Village, IL 60007 Ph: (847) 593 -8855 Fax: (847) 758 -4998 Page 2 of 6 Sales Quotation Information D03974 -0004 1 EA Sales Quote No. 5006240 Document Date 09/08/2014 Customer No. 648 Currency USD Contact Name Lance Trujillo Phone 970 - 376 -3856 FAX 970- 328 -3539 EMAIL lancetrujillo @eaglecounty.us Validity Start Date 09/08/2014 Validity End Date 10/31/2015 Req Delivery Date 12/31/2017 End User ECO Transit 3289 Cooley Mesa Road Gypsum CO 81637 -1070 Item Material Quantity Price Amount 150 FREIGHT 1 EA 1,100.00 USD 1,100.00 Freight 170 D03974 -0004 1 EA 2,843.00 USD 2,843.00 COMPUTER, CASHBOX I.D. 180 TECHNICAL SERVICES 1 EA 3,500.00 USD 3,500.00 Network Manager setup 190 DATA SYSTEM 1 EA 45,100.00 USD 45,100.00 Single Garage, Single Lane Data System Sub -items 000200 to 000420 belong to this item 200 B15141-0081 1 EA 0.00 COMPUTER,HP SB Z23017-4770 1TB 8GB W7P 220 A13811 -0059 1 EA 0.00 MONITOR,HP- LE1711,CDW # 3242676 230 B13830-0022 1 EA 0.00 Signature: / , Date: 06/24/2015 Sales Representative: Mark Mahon Email: mark. mahon @ spx.com Phone: 847 - 222 -3639 Genfare Price Quotation Summary Terms & Conditions: All prices are valid for 30 days unless otherwise noted above. Delivery will be made within 120 days ARO unless other dates are quoted above. Payment terms are Net 30 days after delivery and based on Genfare customer credit acceptance. Notwithstanding any modifications negotiated with the customer,warranty is (1) year from installation date or (14) months from shipment for new system equipment,whichever comes first. All warranty items must be directed to Genfare for acceptance and disposition, not through OEM Bus Manufacturing Companies. The complete terms of the Genfare warranty are listed at www.genfare.com. Prices do not include any state or local taxes unless specifically listed. Tax is based on shipment and /or invoice date not quote and /or purchase order date. Quotation is FOB Elk Grove Village, IL and freight charges are not included. All price quotations are submitted in accordance with standard Genfare terms and conditions which are available on request. SPX Sold -To -Party ECO Transit PO Box 1070 Gypsum CO 81637-1070 Ship -To -Party EAGLE COUNTY RTA - ECO 3289 COOLEY MESA ROA GYPSUM CO 81637 -1070 Genfare A Division of SPX Corporation 800 Arthur Ave Elk Grove Village, IL 60007 Ph: (847) 593 -8855 Fax: (847) 7584998 Page 3 of 6 Sales Quotation Information Sales Quote No. 5006240 Document Date 09/08/2014 Customer No. 648 Currency USD Contact Name Lance Trujillo Phone 970 - 376 -3856 FAX 970 -328 -3539 EMAIL lancetrujillo @eaglecounty.us Validity Start Date 09/08/2014 Validity End Date 10/31/2015 Req Delivery Date 12/31/2017 End User ECO Transit 3289 Cooley Mesa Road Gypsum CO 81637 -1070 Item Material Quantity Price Amount PRINTER, H -P LASERJET 600 M602n 240 A22705 -0006 1 EA 0.00 UPS,SMARTUPS SUA750;CDW 1938051 250 A21022 -0007 1 EA 0.00 DIGI- NEO,PCI -4PRT S. COMM BD.CDW 1376528 260 A21022 -0009 1 EA 0.00 CABLE, DIGI ADAPTER, CDW # 255986 270 B05646 -0003 1 EA 0.00 CABLE,DIGIBOARD CDW #255965 280 A01645 -0002 1 EA 0.00 CABLE, USB 2.0 CDW #183032 290 C01620 -0001 2 EA 0.00 S /A, 1/0 CABLE -DATA SYSTEM Signature: Date: 06/24/2015 Sales Representative: Mark Mahon Email: mark.mahon@spx.com Phone: 847 - 222 -3639 Genfare Price Quotation Summary Terms & Conditions: All prices are valid for 30 days unless otherwise noted above. Delivery will be made within 120 days ARO unless other dates are quoted above. Payment terms are Net 30 days after delivery and based on Genfare customer credit acceptance. Notwithstanding any modifications negotiated with the customer,warranty is (1) year from installation date or (14) months from shipment for new system equipment,whichever comes first. All warranty items must be directed to Genfare for acceptance and disposition, not through OEM Bus Manufacturing Companies. The complete terms of the Genfare warranty are listed at www.genfare.com. Prices do not include any state or local taxes unless specifically listed. Tax is based on shipment and /or invoice date not quote and /or purchase order date. Quotation is FOB Elk Grove Village, IL and freight charges are not included. All price quotations are submitted in accordance with standard Genfare terms and conditions which are available on request. Sold -To -Party ECO Transit PO Box 1070 Gypsum CO 81637 -1070 Ship -To -Party EAGLE COUNTY RTA - ECO 3289 COOLEY MESA ROA GYPSUM CO 81637 -1070 Genfare A Division of SPX Corporation 800 Arthur Ave Elk Grove Village, IL 60007 Ph: (847) 593 -8855 Fax: (847) 758 -4998 Page 4 of 6 Sales Quotation Information Sales Quote No. 5006240 Document Date 09/08/2014 Customer No. 648 Currency USD Contact Name Lance Trujillo Phone 970 - 376 -3856 FAX 970 - 328 -3539 EMAIL lancetrujillo @eaglecounty.us Validity Start Date 09/08/2014 Validity End Date 10/31/2015 Req Delivery Date 12/31/2017 End User ECO Transit 3289 Cooley Mesa Road Gypsum CO 81637 -1070 Item Material Quantity Price Amount 300 C00133 -0004 1 EA 0.00 S/A DATA PROBE - COMPLETE 310 C01412 -0001 1 EA 0.00 S/A J -BOX MOUNTING 320 A01615 -0002 1 EA 0.00 BALANCER -DATA PROBE #10FLR 330 A01857 -0001 1 EA 0.00 SUPPORT HOSE AERO- MOTIVE 61020 340 C01413 -0001 1 EA 0.00 S/A MOUNTING BRACKETS, PROBE H 350 A00469 -0001 1 FT 0.00 CABLE, DATA, BELDEN #9773 I 360 D03259 -0003 1 EA 0.00 ISOLATION BOX DATA SYSTEM Signature: Date: 06/24/2015 Sales Representative: Mark Mahon Email: mark. mahon @ spx.com Phone: 847 - 222 -3639 Genfare Price Quotation Summary Terms & Conditions: All prices are valid for 30 days unless otherwise noted above. Delivery will be made within 120 days ARO unless other dates are quoted above. Payment terms are Net 30 days after delivery and based on Genfare customer credit acceptance. Notwithstanding any modifications negotiated with the customer,warranty is (1) year from installation date or (14) months from shipment for new system equipment,whichever comes first. All warranty items must be directed to Genfare for acceptance and disposition, not through OEM Bus Manufacturing Companies. The complete terms of the Genfare warranty are listed at www.genfare.com. Prices do not include any state or local taxes unless specifically listed. Tax is based on shipment and /or invoice date not quote and /or purchase order date. Quotation is FOB Elk Grove Village, IL and freight charges are not included. All price quotations are submitted in accordance with standard Genfare terms and conditions which are available on request. SPX )Genfare Sold -To -Party ECO Transit PO Box 1070 Gypsum CO 81637 -1070 Ship -To -Party EAGLE COUNTY RTA - ECO 3289 COOLEY MESA ROA GYPSUM CO 81637 -1070 Genfare A Division of SPX Corporation 800 Arthur Ave Elk Grove Village, IL 60007 Ph: (847) 593 -8855 Fax: (847) 758 -4998 Page 5 of 6 Sales Quotation Information Sales Quote No. 5006240 Document Date 09/08/2014 Customer No. 648 Currency USD Contact Name Lance Trujillo Phone 970 - 376 -3856 FAX 970- 328 -3539 EMAIL lancetrujillo @eaglecounty.us Validity Start Date 09/08/2014 Validity End Date 10/31/2015 Req Delivery Date 12/31/2017 End User ECO Transit 3289 Cooley Mesa Road Gypsum CO 81637 -1070 Item Material Quantity Price Amount 370 C00133 -0004 1 EA 0.00 S/A DATA PROBE - COMPLETE 380 C22633 -0001 1 EA 0.00 S/A PCB,COMP. INTFC 390 D03183 -0001 1 EA 0.00 S/A PC BRD, MULTI PLEXER -DATA SY 400 D03184 -0001 1 EA 0.00 S/A PC BRD,PROBE INTERFACE 410 M- 25682- 2.05.09V 2 EA 0.00 MANUAL, DATA SYS 7 420 B27351 -0033 1 EA 0.00 ADAPTER, CABLE, DVI TO VGA Signature: / ' Date:06/24/2015 Sales Representative: Mark Mahon Email: mark. mahon @ spx.com Phone: 847 - 222 -3639 Genfare Price Quotation Summary Terms & Conditions: All prices are valid for 30 days unless otherwise noted above. Delivery will be made within 120 days ARO unless other dates are quoted above. Payment terms are Net 30 days after delivery and based on Genfare customer credit acceptance. Notwithstanding any modifications negotiated with the customer,warranty is (1) year from installation date or (14) months from shipment for new system equipment,whichever comes first. All warranty items must be directed to Genfare for acceptance and disposition, not through OEM Bus Manufacturing Companies. The complete terms of the Genfare warranty are listed at www.genfare.com. Prices do not include any state or local taxes unless specifically listed. Tax is based on shipment and /or invoice date not quote and /or purchase order date. Quotation is FOB Elk Grove Village, IL and freight charges are not included. All price quotations are submitted in accordance with standard Genfare terms and conditions which are available on request. Sold -To -Party EGO Transit PO Box 1070 Gypsum CO 81637 -1070 Ship -To -Party EAGLE COUNTY RTA - ECO 3289 COOLEY MESA ROA GYPSUM CO 81637 -1070 Gross Value: Total Tax: Final Amount: Genfare A Division of SPX Corporation 800 Arthur Ave Elk Grove Village, IL 60007 Ph: (847) 593 -8855 Fax.-(847) 758 -4998 Page 6 of 6 Sales Quotation Information Sales Quote No. 5006240 Document Date 09/08/2014 Customer No. 648 Currency USD Contact Name Lance Trujillo Phone 970 - 376 -3856 FAX 970 - 328 -3539 EMAIL lancetrujillo @eaglecounty.us Validity Start Date 09/08/2014 Validity End Date 10/31/2015 Req Delivery Date 12/31/2017 End User ECO Transit 3289 Cooley Mesa Road Gypsum CO 81637 -1070 Signature: Date: 06/24/2015 Sales Representative: Mark Mahon Email: mark. mahon @ spx.com Phone: 847 - 222 -3639 119,880.00 119 M Genfare Price Quotation Summary Terms & Conditions: All prices are valid for 30 days unless otherwise noted above. Delivery will be made within 120 days ARO unless other dates are quoted above. Payment terms are Net 30 days after delivery and based on Genfare customer credit acceptance. Notwithstanding any modifications negotiated with the customer,warranty is (1) year from installation date or (14) months from shipment for new system equipment,whichever comes first. All warranty items must be directed to Genfare for acceptance and disposition, not through OEM Bus Manufacturing Companies. The complete terms of the Genfare warranty are listed at www.genfare.com. Prices do not include any state or local taxes unless specifically listed. Tax is based on shipment and /or invoice date not quote and /or purchase order date. Quotation is FOB Elk Grove Village, IL and freight charges are not included. All price quotations are submitted in accordance with standard Genfare terms and conditions which are available on request. EXHIBIT B INSURANCE CERTIFICATES 11 Eagle County Procunnent and Installation Final 5/14 '4� R° CERTIFICATE OF DATEE04 LIABILITY INSURANCE /10120Dt/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. Grand Rapids MI Office 50 Louis Street NW Suite 200 Grand Rapids MI 49503 USA CONTACT NAME: (A/CNNo.Ext): (616) 456 -5366 No : (616) 456 -7451 E -MAIL ADDRESS: X C COMMERCIAL GENERAL LIABILITY X INSURER(S) AFFORDING COVERAGE NAIC # INSURED Genfare a division of SPX Corporation 13320 Ballantyne corporate Place Charlotte NC 28277 USA INSURERA: ACE American Insurance Company 22667 INSURER 8: ACE Fire Underwriters Insurance Co. 20702 INSURER C: $5,000,000 INSURER D: MED EXP (Any one person) INSURER E: INSURER F: �WVCF%M%Jr0 CEKI IrKwAlt NUMBER: 570057336zbz REVISION NUMBER• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR T TYPE OF INSURANCE I INSD W WVD P POLICY NUMBER MMIDD M MM/DDIYYYY L LIMITS A X X C COMMERCIAL GENERAL LIABILITY X X5LG E & conditions D EACH OCCURRENCE $ $5,000,000' 5 , 000 , 000 DAMAGE TO RMTrE5__ $ $5,000,000 X C MED EXP (Any one person) Contractual Liability M PERSONAL &ADV INJURY $ $5,000,000 GEN'LAGGREGATE LIMITAPPLIES PER G GENERAL AGGREGATE $ $25,000,000 PRODUCTS - COMP /OPAGG $ $10,000,000 OTHER: A A AUTOMOBILE LIABILITY I ISAH08851888 0 01/01/2015 0 01/01/2016 C COMBINED SINGLE LIMIT Ea accident $ $2,000,000 X BODILY INJURY ( Per person) X ANYAUTO B ALL OWNED SCHEDULED B BODILY INJURY (Per accident) PROPERTY DAMAGE X HIREDAUTOS X NON -OWNED P UMBRELLALIAB O OCCUR E EACH OCCURRENCE EXCESS LIAR C CLAIMS -MADE A AGGREGATE DED RETENTION A W WORKERS COMPENSATION AND W N/A S WLR 048140956 0 0-1701/2015 0 01/01/27-6 X X PER STATUTE OTH- E.L. EACH ACCIDENT $ $1,000,000 (Mandatory in NH) W WI E E.L. DISEASE -EA EMPLOYEE $ $1,000,000 E.L. DISEASE - POLICY LIMIT $ $1,000,006 — CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ECO Transit AUTHORIZED REPRESENTATIVE ATTN: Lance Trujillo 3289 Cooley Mesa Road Gypsum CO 81637 USA ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD `m c d a `m O 2 m N ro r� Ln °o r- N O Z d A V 1= d U r.J ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD `m c d a `m O 2 m N ro r� Ln °o r- N O Z d A V 1= d U r.J AGENCY CUSTOMER ID: 570000011078 q� ® LOC #: ADDITIONAL REMARKS SCHFDl11 F Pans. of AGENCY Aon Risk Services Central, Inc. NAMEDINSURED Genfare POLICY NUMBER See Certificate Number: 570057338262 CARRIER See Certificate Number: 570057338262 NAIC CODE EFFECTIVE DATE nv v� � w��nc nonnnn.� THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles: required in the contract and only with respect to the work performed and /or products supplied in Q #5006240 / Job Description: Garage Data System /vault in Gypsum, CO -- as provided in the attached endorsement, this insurance applies only to the vicarious liability of the Additional insured as a result of the Named Insured's performance of the above scheduled contract and not to liability arising out of the negligent, willful or tortuous misconduct of any person or organization included as an additional insured hereunder. Certificate- holder is an Additional Insured under the Automobile Liability policy described hereon only with respect to Named Insured's activities in connection with the contract described hereon - as provided in the attached endorsement, this insurance applies only to the vicarious liability of the additional insured and does not apply to or cover any liability arising out of the negligence, willful misconduct or tortuous misconduct of any person or organization included as an additional insured hereunder. Limits of Liability shown for General Liability policy #X5L 627340714 are in excess of a self Insured Retention of $250,000 per occurrence. Limits of Liability shown for workers' Compensation policy #wCU C4814097A are in excess of a self insured Retention of $1,000,000 per occurrence. r Va u ,v, tcvvorvvil © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SCHEDULED CONTRACT ADDITIONAL INSURED ENDORSEMENT Named Insured Endorsement Number S P X Corporation 35 Policy Symbol Policy Number Policy Period Effective Date of Endorsement XSL G27340714 101/01/2015 - 01/01/2016 Issued By (Name of Insurance Company) ACE American Insurance Company ,, • •—,,.,-y 11 ,"„o It Ul V IV 11 VIIIIGlIuII IZ, LIJ ur W1IIIJIMM unry wnen uus endorsement is issuea smsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE FORM EXCESS GENERAL LIABILITY COVERAGE FORM Solely with respect to a written contract shown in the Schedule below, the following is added to Section II.2 - Who Is An Insured: e. Any person or organization that you are required to include as an additional insured under this policy because of a scheduled contract that: 1) Is in effect during this policy period; and 2) Was executed prior to the "occurrence" of the "bodily injury" or "property damage"; and 3) Qualifies as an "insured contract" as defined in this policy. Such person or organization is an additional insured only for: 4) Coverage under Section I - Coverages, Coverage A. Bodily Injury and Property Damage Liability; and 5) Liability arising out of "your work" or "your product" for that additional insured; and 6) For the period of time required by the scheduled contract and in no event beyond the expiration of this policy. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the scheduled contract: 7) The insurance provided by this endorsement shall be limited to the Limits of Insurance required by the written contract; and 8) This endorsement shall not increase the Limits of Insurance stated in the Declarations under Item 3. Limits of Insurance pertaining to the coverage provided herein. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless the written contract specifically requires that this insurance apply on a primary or non - contributory basis. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the policy's terms and conditions. Authorized Representative LD- 25423a (12/10) Page 1 of 2 SCHEDULED CONTRACT ADDITIONAL INSURED ENDORSEMENT However, this insurance does not apply to liability arising out of the negligent, willful or tortious misconduct of any person or organization included as an additional insured hereunder, but only to the vicarious liability which occurs as a result of your performance of a scheduled contract. Upon our request, you will provide us with a schedule of such written contracts as soon as practicable. SCHEDULED CONTRACTS: Per Schedule on File with Company Authorized Representative LD- 25423a (12/10) Page 2 of 2