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HomeMy WebLinkAboutC16-050 Clever DevicesAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND CLEVER DEVICES February, 2016 THIS AGREEMENT ( "Agreement ") is effective as of the 23 day of November, 2015 by and between Clever Devices, Inc. a New York corporation (hereinafter "Consultant' or "Contractor ") and Eagle County, Colorado, a body corporate and politic (hereinafter "County "). RECITALS WHEREAS, the County desires to modify the ECO Transit bus schedule in the County's Busiink and Computer Aided Dispatch ( "CAD ") applications to reflect the schedule for the 2015 winter season (the .,project "); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph I hereof, and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: I. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ( "Services ") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. The Services are generally described as performing certain data, quality assurance and project management services for modification of the ECO Transit bus schedule in the County's Buslink and CAD applications to reflect the bus schedule for the 2015 winter season. Upon satisfactory completion of the Services, Contractor shall provide on -call technical support, maintenance and related support services throughout the data services lifecycle pursuant to the Eagle County Regional Transportation Authority Maintenance Plan dated June 4, 2012 (the "Maintenance Plan "). A copy of the Maintenance Plan is attached hereto as Exhibit B and is incorporated herein by this reference. a. Consultant agrees to furnish the Services no later than November 27, 2015 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. ag1c- COO qty Attorne, Os Ofrore C16 -050 Eagle camty C i sio so€°s' Clt lc b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A or Exhibit B and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. C. Consultant agrees that it wil I not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County's Representative. The ECO Transit Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term_of'the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect until the Services have been satisfactorily completed. Maintenance Services shall begin on the date the County accepts the Services and shall continue throughout the data services life cycle. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's, internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non - payment for such additional services or work performed. S. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $7,112.00. Consultant shall not be entitled to bill at overtime and/or double time rates for wort: done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed and within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out -of- pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out -of- pocket expenses will be reimbursed without any additional mark -up thereon and are included in the not to exceed contract amount set forth above. Out -of- pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. 2 Caale County Prof Services final s /14 C. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 5. Sub - consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub- consultant agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub - consultant, as approved by County and to the extent of the Services to be performed by the sub - consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub - consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub - consultants or sub - contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Commercial General Liability coverage to include premises and operations, personal /advertising injury, products /completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. Other Requirements. 3 Cagle County Prof services Final 5I14 i. The 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. Consultant's certificates of insurance shall include sub - consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub - consultant. All coverage(s) for sub - consultants shall be subject to the same minimum requirements identified above. Consultant and sub - consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub - consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A -VII. iv. Consultant's insurance coverage shall be primary and non - contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. V. All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit C. Upon request, Consultant shall provide a copy of the actual insurance policy and /or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County. County shall be entitled to immediately terminate this Agreement. X. The insurance provisions of this Agreement shall survive expiration or termination hereof. a Ea€, e County Prof Services Final 3114 xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, of are based upon any performance or nonperformance by Consultant or any of its sub - consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by 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 Iiable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Lance Trujillo 500 Broadway 5 Eagle COonty Prof Services final 5114 Post Office Box 850 Eagle, CO 81631 Telephone: 970 - 328 -3440 Facsimile: 970 -328 -3529 E -Mail: lance.trujillo@eaglecounty.us eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970 - 328 -8699 E -Mail: atty @eaglecounty.us CONSULTANT: Tony Kendall Clever Devices 300 Crossways Park Drive Woodbury, NY 11797 Telephone: 516- 433 -6100 Facsimile: 516 -433 -5088 E -Mail: tkendall @cleverdevices.com H. . Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not Knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Consultant. Upon termination of this Agreement. Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue,_ Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, 6 Eagle County Prof Services Final 5i14 which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts, Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24- 71.3 -1 01 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. C. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer - employee, master - servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. Eagle County Prof Services Final 5114 g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. )enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforecability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24 -76.5 -103 prior to the effective date of this Agreement. 16. Prohibitions on Government Contracts. As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8 -17.5 -101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8 -17.5 -101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E- verify Program or other Department of Labor and Employment program (`Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: L Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or 8 Eaele County Prof Services Final 5114 ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services, b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E- Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: htt : Iwwvv.dhs. so0x revr)rOt/D roa ram slac 1 1 8522 1 678 1 50.slhtm C. Consultant shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being; performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8- 17.5 - 102(5). f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement. Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST'" OF PAGE INTENTIONALLY LEFT BL4NK] 9 Fawle County Praf Services Final 5114 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: / /- 'lee, �/' / Brent McFall, 0ounty Manager CONSU : c y' Print Name: �— Title: r— I). 0. io Eagle County Prof 5ervim Final 5?14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Item Qty Description Unit Price I I Data Systems — Winter Pick $2,312.64 Includes: Stops being removed. + Riverside West — this is in the schedule and requires no data collection changes. Only the announcements will be removed. Corrections: • Avon station needs to be moved about 100 yardsto be accurate. - No change for deployment services per contractual agreement. 2 1 Quality Assurance Testing - Contractor will provide $3,874.50 Quality Assurance (QA) testing for the County's database before distribution to the Eco Transit fleet. QA testing includes: i Testing for Database • Correctly loads into Busware through BusLink Distribution • Correctly loads into Clever CAD • Correctly loads into DCC Login and rtrrt routes far (simulate sub -set of routes): • Week Day routes • Weekend Routes • Holiday Routes • Remove login Functionality 3 1 Project Management — Contractor will provide Project $924.36 Management support and oversight throughout the entire data services life cycle. This will include making sure that the Project is on schedule along with providing ro er communication 11 Eagle County Prof Services final 5114 EXHIBIT B Eagle County Regional Transportation Authority Maintenance Plan dated June 4, 2012 12 Eagle County Prof Services f=inal 5114 .'Clever Devices 1 x y 1 a i i 3 E<3-F COUNTY Eagle County Regional Transportation Authority Maintenance Plan Agreement for ECRTA Hardware and Software Maintenance of Clever Device IVNTM System September 21, 2011 Prepared by: Reviewed /Approved by: Robert Manaseri Susann Poggioli, Strategic Account Manager Director of Service William Gambling, Project Manager Clever Devices Ltd. Clever Devices Ltd. PRQPRIETARV This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd, is strictly prohibited. ECRTA Maintenance Plan.doc Page i of ii Table of Contents EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY MAINTENANCE PLAN .......I TABLEOF CONTENTS ............................................................................................... .............................11 IOVERVIEW .......................................................................................................... ..............................1 2 COMPANIES INVOLVED ................................................................................. ............................... I 2.1 CLEVER DEvlcrs LT D ........................................................................................ ............................... 1 2.2 EAGLE COUNTY ................................................................................................. ............................... 1 3 TECHNICAL SUPPORT ..................................................................................... ..............................2 3.1 ESCALATION PROCESS ........................................................................................ ..............................2 3.2 ONLINE SUPPORT ................................................................................................ ..............................3 3.3 PROFESSIONAL ASSISTANCE DURING UPGRADES.--... . ..... ............................................................ 4 4 SOFTWARE MAINTENANCE ........................................................................... ..............................4 4.1 SOFTWARE PRODUCT IDEN` fIFICATION ............................................................... ............................... 4 4.2 GENERAL DEFINITIONS ...................................................................................... ..........................••••• 5 4.3 SCOPE OF MAIN`rENANCE SUPPORT .................................................................... ............................... 5 4.4 ADDITIONAL SERVICES ...................................................................................... ............................... 6 4.5 CUSTOMER RE. SPONSIBILITIES ............................................................................ ............................... 7 4.6 EXCEPTIONS ....................................................................................................... ............................... 7 HARDWARE,M1IAINTENANCE ........................................................................ ............................... 8 5.1 WARRANTY HARDWARE MAINTENANCE ........................................................... ............................... 8 5.2 WARRANTY REPAIR POLICY .............................................................................. ............................... 9 5.3 SPARE PARTS INVENTORY... ..................................................................................................... ...... - 9 5.4 OBTAINING WARRANTY SERVICE ....................................................................... ..............................9 5.5 IRMA PROCEDURE ............................................................................................ ............................... 10 5.6 CLEVER DEVICES LTD. NON - WARRANTY POLICY ........................................... ............................... 11 5.61 ;Vora ti arrant), Bench Repair Pr ices- ...................... ............................... l l 5.62 Non Ifarr•ant}, Ficicf Repair Prices ....................................................... ............................... 11 ATTACILTIENT A- END USER SOFTWARE LICENSE AGREEr1MENT ................. .............................13 ATTACIMIENT B- RECOMMENDED SPARE PARTS LEVELS ............................. .............................14 PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doe Page ii of ii I Overview Clever Devices has developed a maintenance plan for the Eagle County and more specifically Eagle County Regional Transportation Authority (ECRTA) bus fleet with respect to the maintenance of a Clever Devices System. The information proposed in this document is a reflection of the desired needs of the transit agency as expressed in RFP No. 11-005 as well as Clever Devices' extensive experience in the transit industry. Clever Devices has included information regarding the "ECRTA Maintenance Plan" being provided as well as the recommended practices to be completed by ECRTA. The maintenance plan assumes that ECRTA will maintain Software Maintenance and Hardware Maintenance Agreements with Clever Devices, 2 Companies Involved 2.1 Clever Devices Ltd. Clever Devices is a contractor to the Eagle County, CO and the provider of the services defined. Points of Contact: Will Gambling Project Manager (516) 749 -3451 E -mail; w;ramblinG7fu cleverdevices.com 2.2 Eagle County Robert Manaseri Director of Service (515) 749 -8526 E-mail. rrnanaserii'ucleverdevices.com Eagle County Regional Transportation Authority is the end user of the Clever Devices on -board 1VNT "'systems and the depot -based CleverCAD (l, BusLinkg software system and BusToolsTm data management software. For the purposes of this document, any reference to the "County ", "ECRTA'' or the "Eagle County" shall include ECRTA. Current Point of Contact: Lance Trujillo Transit Technology Administrator 3259 Cooley Mesa Road Gypsum, CO 81637 PROPRIETARY This document contains information Nvhich is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd, is strictly prohibited. ECRTA Maintenance Plan.doe Page 1 of 13 3 Technical Support Clever Devices prides itself on providing the best customer service and support in the industry. Clever Devices' service organization specializes in providing a variety of levels of support. Service levels are dependent upon the individual project and the expressed needs of the transit agency. Customer Support's regular business hours are Monday through Friday, 8:30am to 5:00pm EST. All other times are considered `'after hours ". After hour calls will be received by an answering service. When priority levels constitute (as detailed in section 3.1), the call will be forwarded to a Clever Devices support associate. 3.1 Escalation Process Clever Devices routinely provides two methods by which agencies request technical support: by toll - free customer service number or through e -mail. During regular business hours, contacts for Clever Devices' service and support are as follows: Customer Service number: 1 -888- 478 -3359 Email address: CustomerServicer `t%CleverDevices.com *!vote: fill technical issues .should fiisi eome in through Cttstorttet• Service. A] I after Dour calls should be made solely to the Customer Service phone at 1- 888 -478 -3359. Once an ECRTA employee contacts Clever Devices by phone or email, a Support Technician is notified followed by the Technical Supervisor and, if necessary, the Director of Service and Project Manager. Any reporting method defined above results in a documented, traceable, and controlled management of maintenance support for ECRTA. Clever Devices escalation process applied by our technical help -desk when in receipt of a request for support and validated as a Priority 1 or 2 "Corrective Maintenance" issue is described below. Priority 1 calls are defined as issues that severely impact the operation of ECRTA's ITS system by preventing the use of revenue generating fixed route or para- transit vehicles or garage assets equipped with Clever Devices systems. Priority 2 calls are defined as non - systemic issues that may limit but not debilitate fixed route or para - transit vehicles or garage assets equipped with Clever Devices systems. lf'a Priority I is reported to the support help -desk, the following escalation procedure will be implemented: Support personnel will be notified and will respond to the call within 2 hours of call being received. PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Pa -e 2 of 14 • The Technical Supervisor will be notified within 4 hours of the call being, received if the system has not been brought up to full operation. • The Director of Service and Project Manager will be notified within 4 business hours of the call being; received if the systern has not been brought up to full operation. If a Priority 2 is reported to the support help -desk, the following; escalation procedure will be implemented: * Support personnel will be notified and will respond to the call within 8 business hours of call being; received. • The Technical Supervisor will be notified within 12 business hours of the call being; received if the system has not been brought up to hill operation. The problem may be escalated to any level of technical services sooner than the time limits stated above at the discretion of Clever Devices in order to better coordinate resources necessary to resolve the problem. Clever Devices acknowledgement response time is within 120 minutes of placing the first call to our help -desk. If system operation is restored but the issue is not closed, the priority may be reestablished to accurately reflect the impact of system operation. Conversely, if a problem originally reported to Clever Devices becomes more severe, ECRTA should contact Clever Devices' support immediately to ensure the issue is reclassified accurately. Issues are handled on a priority basis so it is imperative that the proper priority number be assigned to each case. 3.2 Online Support Clever Devices will provide ECRTA with remote support as necessary. Clever Devices will have the capability to access ECRTA's internal network and assess issues and diagnose problems remotely. Additionally, Clever Devices has the capability to update code or deliver bug patches using_; this method. Clever Devices routinely uses a Virtual Private Network (VPN) connection with penrtission from the transit agency to gain access to their internal network. Clever Devices agrees to comply with ECRTA.'s ITS connection policy barring the policy and procedure does not impede with troubleshooting or functionality of Clever Devices' system. Clever Devices will not access ECRTA's internal network for any purpose other than as provided in this Agreement for technical online support. Clever Devices' regular business hours are from 8:30am to 5:OOpm EST, Monday through Friday. However, calls into Our technical support department made after hours will be forwarded to an PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doe Page 3 of 14 answering service. Priority I calls will then be dispatched to Clever Devices support personnel who wil I provide prompt follow up with ECRTA. The only requirement Clever Devices has in order to provide online based support is that ECRTA allows Clever Devices to connect through a VPN to the ECRTA internal network. 3.3 Professional Assistance During Upgrades Clever Devices believes it is imperative to provide professional assistance for upgrades. When an upgrade is available, Clever Devices' service and warranty departments will notify the necessary parties at the transit agency of the upgrade by phone, e -mail and/or mail. If the agency chooses to execute the upgrade option, Clever Devices will install the software on the required hardware remotely or in person (depending on software and size of release). Additionally, Clever Devices will provide documentation (training manual, release notes and /or manuals) summarizing the changes made to the system. As a standard, Clever Devices accompanies release notes with a cover letter expressing the changes in the software. 4 Software Maintenance This Software Maintenance Agreement ( "Agreement ") is entered into between Clever Devices and Eagle County ("Customer'). This agreement consists of the Terms and Conditions which describe the definitions and maintenance procedures for the Software Product(s) supplied by Clever Devices and identified in this agreement. This agreement is subject to the End User License Agreement (please reference Attachment A) of this product and the performance of the features and functions outlined in the User Manual or Acceptance Test Procedure document. The Software Maintenance Agreement is subject to the terms and conditions of contract entered into by Cagle County and Clever Devices contemporaneously with this Maintenance Agreement. 4.1 Software Product identification • Software Product License Holder: Eagle County Transit (ECRTA). • Software Products: o On -Board BLlsWare o BusToo1s9 o DCC (Site License For ECRTA) PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited, ECRTA Maintenance Plan.doc Pane 4 of 14 • BusLinkQ Authentication • BusLink0 Distribution o CleverCAD * CleverReports n APC 4.2 General Definitions • "Customer" means the single end —user organization (license holder of the Software Product) signing this Agreement and authorized to use the Program(s). • "Software Product" means the specific Clever Devices licensed product(s). • "Software Upgrade" means aversion of the software as classified by Clever Devices which has been enhanced, improved and /or modified and replaces the existing version of software. An upgrade advances the product to a level of features or other enhancements which are above the original published and agreed specification, or product manual. • "Software Maintenance" means maintenance provided for all components of the Software Product purchased. I • "Maintenance Update(s)" means either a modification or addition that, when made or added to the Software Product, brings the Product into material conformity with its published specifications. • "Maintenance Period" is the duration of the maintenance subject to the terms and conditions of the contract. 4.3 Scope of Maintenance Support During the maintenance term, Clever Devices agrees to basic maintenance services in support of the licensed Software Product. Maintenance services shall consist of: • Maintenance Updates: Customers with valid Software Maintenance Agreements will be supported with the most current maintenance update of the software. Customers will be given periodic maintenance updates of the Software. Maintenance Updates may incorporate corrections of any substantial defects, or fixes of any minor malfunction. In addition, the periodic updates may include enhancements to the Software that are impletnented at the sole discretion of Clever Devices. Clever Devices shall provide reasonable assistance to help you test, install, and operate each new release. As defined in section 4.2, a Maintenance Update PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure ofany material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Nlaintenance Plan.doe Page S of 14 means either a modification or addition that, when made or added to the Software Product, brings the Product into material conformity with its published specifications. • Software error and defect corrections: Clever Devices shall be responsible for using all reasonable diligence to correct verifiable and reproducible errors when reported by the maintenance team to Clever Devices in accordance with its standard reporting procedures. Reported defects will be reviewed by Clever Devices. Reported defects will be defined as Defect: To be corrected by the next maintenance release. Enhancement: Desirable enhancement which will be reviewed for inclusion in the next maintenance release • Error and release testing will be performed at Clever Device's offices. Errors reported will be tested on a test platform in a controlled environment. If applicable, the Customer will supply Clever Devices with a copy of the most current database associated with the version of software for which errors have been reported. Technical Support. Clever Devices shall provide technical phone support during the maintenance period. Ongoing Support. Benefits provided herein are not guaranteed to be available in subsequent maintenance agreements without regard to continuity and are subject to change at the sole discretion of Clever Devices. Ongoing costs for support and upgrades will be held to th6 terms of our maintenance agreement. The; standard maintenance agreement will be renewable on an annual basis subject to an annual price escalation of 3% or the Consumer Price Index, whichever is greater, not to exceed 5 %. 4.4 Additional Services Clever Devices may provide additional services, as mutually agreed, in support ofthe Software Product, subject to payment of its normal charges and expenses: • Product Upgrade. Clever Devices may, from time to time, offer major enhancements which replaces the existing version of software. Product upgrades will be a new major release of the Software Product. An example of which would be an upgrade from Microsoft Windows XP to Microsoft Windows 7. • Custom Enhancements. Clever Devices will consider and evaluate the development of additional enhancements for specific use and will respond to requests for additional services pertaining to the software product. Each response for an enhancement will include a cost to produce the enhancement. PROPRIETARY This document contains inforniation which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein %vithout the written consent of Clever Devices Ltd. is strictly prohibited. EC'EiTA Maintenance Plan.doc Page 6 of 14 4.5 Customer- Responsibilities When an error has been discovered, it is the customer's responsibility to report it to Clever Devices' Customer Service Department. Contact information during reaular business hours, Monday through Friday, 8:30am to 5:00 pill EST are as follows: Customer Service number: 1- 888 - 478 -3359 Email address: CustomerService,c ,,CleverDevices.com All other times are considered after hour calls should be made solely to Customer Service by phone at 1- 888 -478 -3359. Clever Devices' service personnel will assign the reported error a Problem Resolution Tracking Number (PRTN). Upon discovery of an error, and if requested by Clever Devices, ECRTA agrees to submit a listing of any data that Clever Devices may require to reproduce the error and the operating conditions under which the error occurred or was discovered. 4.6 Exceptions The following are not covered by the software maintenance agreement: ■ Any problems resulting from failures of the hardware platform on which the software is installed, or problems resulting from hardware or network devices connected or installed on the hardware platform on which the software is installed. ■ Any problem resulting from the misuse, improper use, alteration, damage of the Software Product(s). ■ Errors in any version of the Software Product(s) other than the most recent update delivered and deployed to the ECRTA fleet. ■ Problems and errors resulting, from improper installation of the delivered software product by the end user, or problems and errors resulting from the installation of software or hardware products not approved by Clever Devices for use with this product. The customer will be responsible to pay Clever Devices' normal charges and expenses for time or other resources provided by Clever Devices to diagnose or attempt to correct any such problem. In addition, the customer will be responsible for procuring, installing, and maintaining all equipment, communication interfaces, and other hardware necessary to operate the Software Product(s) and to PROPRIETARY This document contains inforniation which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Page 7 of 14 obtain maintenance services from Clever Devices. Clever Devices will not be responsible for delays caused by events or circumstances beyond its reasonable control. 5 Hardware Maintenance The Hardware Maintenance Agreement is subject to the terms and conditions of contract entered into by Eagle County and Clever Devices contemporaneously with this Maintenance Agreement. 5.1 Warranty Hardware Maintenance CLEVER DEVICES LTD. WARRANTY POLICY Clever Devices Ltd. warranty obligations are limited to the terms set forth below. NEW MANUFACTURED PRODUCTS LIMITED WARRANTY: Clever Devices Ltd. guarantees that each product is free from detects in material and workmanship. Clever Devices Ltd. also guarantees the performance of this product for the contracted terms. If the product fails to operate as specified and has not been tampered with or abused during this warranty period, Clever Devices Ltd. or its authorized service agents shall have the option to repair or replace the defective part or the product at no cost to ECRTA. Bench fees will apply to any' product received by Clever Devices Ltd. with a "No Problem Found" (NPF) condition. Products returned with failures caused by improper use will be repaired and the appropriate charges will apply. Such services by Clever Devices Ltd. shall be the original purchaser's sole and exclusive remedy. It is ECRTA "s responsibility to make certain that new products are not being purchased for the replacement of defective products that are under warranty. Clever Devices Ltd. will not honor credit requests on any defective/ used product. Product replacement will be the only option available to ECRTA. At the discretion of Clever Devices Ltd., limited quantities of restockable, unused product may be returned for credit. The product must be unused and in the original unopened containers. A 20% restocking fee will be charged and a credit will be issued only after the product has been received and inspected. This warranty does not apply: (a) to damage caused by accident, abuse, misuse, misapplication or improper installation (b) to damage caused by conditions outside Clever Devices Ltd. specifications including but not limited to vandalism, fire, water, temperature, humidity, dust or other perils (c) to damage caused by service (including upgrades) performed by anyone who is not a Clever Devices Ltd. authorized Technician (d) to a product or a part that has been modified without the written PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Page 8 of 14 permission of Clever Devices Ltd. or (e) if any Clever Device's serial number has been removed or defaced. Clever Devices Ltd. shall not be liable for any special, incidental or consequential damages for loss, damage directly or indirectly arising from customer's use or inability to use the equipment either separately or in combination with other equipment, or for personal injury or loss or destruction of other property, or from any other cause. 5.2 Warranty Repair Policy A replacement or repaired product assumes the remaining warranty of the original product or 90 days post repair, whichever provides longer coverage. When a product is exchanged, the replacement product becomes ECRTA's property and the replaced product becomes Clever Devices' property. 5.3 Spare Parts Inventory In support of the contract, ECRTA will maintain an inventory of 1VN® system components which repairs will be completed. ECRTA will be required to maintain the spares inventory to the recommend level in order to support maintenance activity. Clever Devices recommends and has included in the base price spare part levels as outlined in Attachment B- Recommended Spare Part Levels. An ECRTA technician will remove and replacement a defective component with a spare and send the defective component to Clever Devices for analysis and repair or replacement via the Returned Merchandise Authorization (RMA) process (detailed in section 5.5). Shipping of units for repair are covered on an individual event basis and not included in the service price. If there is no unit in the spares pool to support remove /replace /restoration activity, the repair will be delayed until equipment is delivered to the property. 5.4 Obtaining Warranty Service ECRTA is responsible for returning; any defective products to Clever Devices Ltd. No products will be accepted without an RMA number. A Returned Merchandise Authorization (RMA) number will be provided by Clever Devices' Customer Service Department at the request of ECRTA. The original purchaser must package the product properly. Clever Devices Ltd. is not responsible for any damage to the product caused during transit or for any package lost by the shipping company. ECRTA shall assume the costs of all defective product shipments made to Clever Dev ices. Upon a completed Failure Analysis, product(s) will be ready to ship back to ECRTA. The shipping costs to ECRTA of all products covered under warranty will be the responsibility of Clever Devices. PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Page 9 of 14 The shipping costs for all Non Warranty Repairs /Replacements and /or No Problem Found conditions will be the responsibility of ECRTA. RMA Slzip to Address: Clever Devices Ltd. Attn: Customer Service Department RMA# 137 Commercial Street Plainview, NY 11803 5.5 RMA Procedure Clever Devices has included a description of how Clever Devices' Return's Process occurs. In this contract, ECRTA shall request an RMA number from tile Clever Devices Customer Service Department through one of the following methods: Customer Service number: 1- 888 - 478 -3359 Email address: CustomerServiceL (ifleverDeyices.com In order to process an RMA, Clever Devices will; need the following information from ECRTA: • Item Description (i.e. IVN93) • Clever Devices Part Number • Serial Number • Quantity being returned • Reason for Return • Bus Number Clever Devices will respond to an RMA number request within 48 hours. Once Clever Devices provides an RMA number, ECRTA can then send the product to Clever Devices. Once Clever Devices receives the product, it will subsequently be evaluated by a Clever Devices Bench Technician. If the product is repairable, Clever Devices' personnel will repair the product. If the product is not repairable, Clever Devices will replace the product with another from Clever Devices' inventory. The "Owner of Failure" will be assessed at the time of the evaluation and shall be reported by the Clever Devices Customer Service Representative at time of completion. Clever Devices will return the product within 45 days of receiving it from ECRTA. Clever Devices will make every attempt to reference all doctunentation sent by the agency when returning the product. ECRTA can contact Clever Devices at any time during the RMA process to check the status of the equipment. Clever Devices will provide ECRTA with a detailed quotation and /or invoice for all costs associated with non - warranty repairs. PR©PR1CTARV This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Page 10 of 14 5.6 Clever Devices Ltd. Non -Warranty Policy NON - WARRANTY REPAIR POLICY: Non - warranty repairs made by Clever Devices Ltd. carry a limited repair warranty of 90 days on services and replacement parts only. Defects in our repair work or any parts replaced will be corrected at no charge if the defect occurs within 90 days from shipment from our facility 5.6.1 Non Warranty Bench Repair Prices Non - Warranty repairs will be performed on a time and materials basis. Clever Devices will invoice ECRTA for service technician labor at a rate of $150.00 per hour. A minimum 1 hour will be charged for labor. After the first hour, labor will be charged to the nearest %x hour. 5.6.2 Non Warranty Field Repair Prices Field repairs will be made to customer's facility upon request. Services will be performed on a best effort basis. Time, expenses, and materials will be charged, as outlined below, unless other arrangements are made in advance. All travel mast be pre - approved and is based upon actual prevailing airfare, hotel /motel rooms and Per Diem rates. Please contact Clever Devices Ltd. for current Per Diem rates. GENERAL FIELD SERVICE RATES: Transportation Actual cost* using commercial coach or business class air, first class rail, bus, rental car, and cab facilities as applicable, including transportation to and from the airport. Mileage Allowance 51cents /mile Personal Expenses Per Diem rates Basic Rates 95.00* *per hour for actual time in customer's plant, plus a flat rate for round -trip travel time. Miscellaneous Actual charges for other necessary items such as tolls, parking and freight charges*. Charges may be subject to a 12% administrative fee. PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. CRTA Nlaintenance Plan.doc Pa,-,,e I I of 14 NON - CLEVER DEVICES LTD. PRODUCT RECEIVED FOR REPAIR: Product(s) received by ECRTA for repair that were not manufactured or supplied by Clever Devices Ltd shall be returned to ECRTA. ECRTA shall be responsible for the shipping cost(s) associated for the return of each product, along with a processing fee. PROPRIETARY This document contains inforniation which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent ofClever Devices Ltd. is strictly prohibited, ECRTA Maintenance Plan.doc Page 12 of 14 Attachment A- End User Software License Agreement PROPRIETARY This document contains inforntation which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained Iterein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Page 13 of 14 Attachment B- Recommended Spare Parts Levels Spare, On -Board System for ECO Buses Qty IVN3r' Controller, ECO /Gillig BRT v1 1 IVN Bracket Hardware 1 IVN" Transit Control Head, VGA Color 1 Swivel Mount, Pedestal TC 1 Antenna, Multi -Band 1 Modem, CDMA Verizon Cellular 1 Spare, On -Board System for ECO Chevy 5500 Qty lVN3 ;11 Controller, ECO /Gillig BRT v1 1 IVN Bracket Hardware ] IVN'" Transit Control Head, VGA Color 1 Swivel Mount, Pedestal TC 1 Antenna, Multi -Band 1 Modem, CDMA Verizon Cellular 1 Spare, On -Board System for ECO Supervisor Vehicle Qty Modem, CDMA Verizon Cellular 1 Spare, AVA System for ECO Fixed Route Vehicles Qty IVN'' LED Sign, 20 Character w /Molex 1 1VN` AVC Microphone 1 Speaker, 4" 1 Spare, APC System for ECO Fixed Route Buses Qty APC Controller Assembly 1 APC Receiver Assembly 1 APC Transmitter Assembly 1 Bracket, APC 1 Spare, APC System for ECO Fixed Route Chevy 5500 Qty APC Controller Assembly 1 APC Receiver Assembly 1 APC Transmitter Assembly 1 Bracket, APC 1 PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Pa -e 14 of 14 EXHIBIT C Insurance certificates 13 Eagle County Prof Services Final 5114 CLEVE -1 OP ID: DB CERTIFICATE OF LIABILITY INSURANCE 002/1 /201YY) 02!12!20'! 6 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 CONTACT INSIGHT COMPANIES INC. NAME ....... Selma Miller 225 Old Country Road No Wing {AH1ONE o,Ejt) 163171319131-101.69.0 FAX No] 631-393-0505 Melville, NY 11747 E -MAIL �insightins.com ^ 'ADDRESS: sml er Jahn R. Keane -- - -- ............... INSURERIS) AFFORDING COVERAGE NAIC N INSURER Federal Insurance Company X20281 . - -. ... ... ...... ._.. INSURED Clever Devices, Ltd. INSURER a: Great Northern Insurance Co, '20303 300 Crossways Park Drive° Woodbury, NY 11791 INSURER C: Chubb [ndert�nit� In Co 41386 INSURER D: Illinois National Insurance Co ......... ..... .. 12381 ___....._.___ INSURER E: INSURER r: rOVFROr;FS r`I= RTIFIr'ATR MI IMRF:D- C3 C>I1C1/1l1 hil IRROCO. 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. INSR !INSR SUER; .. ....... PE _.POLICY NUMBER LTR � TYPE OF INSURANCE M -._ .> ........... ..... M1001 EYY ' POLICY EXP i MMlDD1YYYY � LIMITS ......._.... _.... GENERAL LIABILITY -` EACH OCCURRENCE $ 11000,04 A I X I COMMERCIALGENERALLIABILITY X X 13602 -86-48 DAMAGE TD RENTED 1 10/0712015 1010712016 pFtEMI5E5,(Eaoccurranca) $..... 300,000 CLAIMS-MADE € X OCCUR [ MED EXP (Any one person) $ 10,000 C_ ontract Liab _ X PER5CNRL & ADV INJURY $ 1,000,000 j �X l PE_ R PROJG E& A GENERA!, AGGREGATE $ �2,00004 GEN'LAGGREGATE LIMIT APPLIES PER, - PRODUCTS COMP OP AGO 1 $ 2,000,000 POLICY X I PRO iDC_ ...... mp Ben. $ ......._ 1,000,000 AUTOMOBILE LIABILITY 3 1 COMBINED SINGLE LIMIT L(Eaaccdeni} S I 1,000,000 ........... B A ANY AUTO 7358 -52 -17 f 1010712015 10107/2016 ' BODILY INJURY (Per person) s ALL OWNED _ SCHEDULED j AUTOS ;. AUTOS _ NON -OWNED j BODILY INJURY (Par aec€deai) 1S PROPERTY - DAMAGE - _- X HIREDAUTOS X AUTOS - 1 ,[PER ACCIDENT] $ - _ .. .... _ F X UMBRELLA LIAS X OCCUR � EACH OCCURRENCE I$ 10,000,000 A EXCESS LIAa CLAIMS-MADE €7986 -60-45 ; 10/0772015 1010712016 AGGREGATE s 10,000,000 f DED X RETENTION S 10,000 i $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY i WC STATU OTH �p X TOR 43MiTS ER YfN C ANY PROPRIET'ORIPARTNERIEXECUTIVE 7175 -03-40 I OFFICER MEMBER EXCLUDED? NIA 1010712015 1010712016 ' E.L. EACH ACCIDENT - $ 1,000,000 (Mandatory In NH I rY ) If yyas, describe under ..... ._.._ _.. E.L DISEASE EA EMPLOYEE! $ �........ ..__- _.... ,_.�._ 1,000,000 ....... ................. ❑ESCRIPTIONOFOPERATIONSbelow E.L DISEASE POLtCYLEM17 >s 1,000,000 D 'Professional 13048429021 0412312015 04/23/2016 ?Profess. 2,000,000 !Ded. 25,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 10 t, Additional Remarks Schedule If more space is required) Eagle County, Colorado is included as an additional insured. General Liability is on a primary and non - contributory basis when required by written and executed contract:. I- f-WTIFIC'aTF 14nl nPP rAl+Irr CI I A"MMKI EAGLECO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County, Colorado y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Lance Trujillo 500 Broadway, PO BOX 850 Eagle, CO 81631 AUTHORIZED REPRESENTATIVE 03 1 988 -201 0 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD