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HomeMy WebLinkAboutC16-168 Clever DevicesAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COI.]NTY. COLORADO AND CLEVER DEVICES e- THIS AGREEMENT (l'Agxeement") is effective as ofthe f) aay of May, 20l6by and between Clever Devices, Inc. a New York corporation (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter'oCount5r"). RECITALS WHEREAS, the County desires to modifi the ECO Transit bus schedule in the County's Buslink and Computer Aided Dispatch (*CAD') applications to reflect the schedule for the 2016 summer season (the "Projecf'); and WHEREAS, Consultant is authorizedilo 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 govefir the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, TI{EREFORE, in consideratioh of the foregoing and the following promises Consultant and County agree as follows: 1. Servicel. Consultant agrees tordiligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ("Services") which is attached heretq 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 2016 summer 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. Consultant agrees to furnish the Services no later than April 30,2016 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 Attorney's Offlce personnel necessary to properly and timely perform the Services. Eagle County Cotlntissioners' OfficeC16-168 b. In the event of any conflict or inconsistency between the terms and conditions set fonh 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 will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County's Representative. The 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 oblained written authorization and acknowledgement by County for such additional services in accordance with County's inlernal 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 Qounty has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichmgnt, shall be the.basis of any increase in the compensation payable hereunder. In the evpnt 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 slall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $71113.00. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed 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 Eagle County Prof Services Final 5/14 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 retum 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 3l of any year, without an appropriation therefor by County in accordance with a budget adopted by the Bqard of County Commissioners in compliance with Article 21,title 30 of the Colorado Revised Statutes, the Lobal Government Budget Law (C.R.S.29-l-l0l et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation a4d 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: Types oflnsurance. Workers' Compensation insurance as required by law. u. Commercial General Liability coverage to include premises and operations, personaVadvertising 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. 3 Eagle County Prof Services Final 5/14 Other Requirements. 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. ii. Consultant's certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. . iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the Sate of Colorado and with an o'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., Cofsultant's policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days' nbtice 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. termination hereof. The insurance provisions of this Agreement shall survive expiration or 4 Eagle County Prof Services Final 5/14 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 indemnifu 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 nonperfornance 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 Qounty is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 2. Ownership of Documents. All dcicuurents prepared by Consultant in connection with the Services shall become properly of County. Constrltant 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'odocuments" 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 Truj illo 500 Broadwav 5 Eagle County Prof Services Final 5/14 Post Offrce Box 850 Eagle, CO 81631 Telephone: 97 0-328-3 440 Facsimile: 97 0-328-3 529 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 Facsimile: 97 0-328-8699 E -Ma i I : atty @eaglecounty. us CONSULTANT: Tony Kendall Clever Devices 300 Crossways Park Drive Woodbury,NY 11797 Telephone: 5 16- 433-6100 Facsimile: 5 I 6-433-5088 E-Mail: tkendall@cleverdevices.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the otler consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notiff such other consultants or contractors, in writing, of aqy 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. CountymayterminatethisAgreement, inwholeorinpart, atany timeandforany 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 t 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, 5 Eagle County Prof Services Final 5/14 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 elechonic 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 Efectronic Transactions Act. C.R.S . 24-7 | .3-l0l to l2l . 15.Other Contract Requirements. a. Consultant shall be rgsponsible for the completeness and accuracy of the Services, including all supportingdata or other doquments prepared or compiled in performance of the Services, and shall correcto at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or apprqved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services ih a skillful, professional and competent manner and in accordance with the standard of gare, 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 govenants 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 judgr4ent 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. 7 Eagle County Prof Services Final 5/14 g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. ponsultant 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. Consr4ltant authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. l. The Consultant,. if a natural person eighteen (18) years of age or older, hereby swears and affrrms 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-verifr 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. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform 8 Eagle County Prof Services Final 5/14 Services under this Agreement; or ll. Enter into a subcontract that fails to certifu 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-Veriff Program or Department Program, as administered by the United States Department of Homeland Security. lnformation on applying for the E-verifr program can be found at: http ://www.dhs. gov/xprevproVpro grams/gc_ I I 8 5 22 I 67 8 I 5 0. shtm c. Consultant shall not use either the E-verif program or other Department Program procedures to undertake pre-employment'screening ofjob applicants while the public contract for services is being performed. d. If Consult44t obtains actual.knowledge that a subcontractor performing work under the public confact for services knowfngly employs or contracts with an undocumented individual, Consultant shall be required to: i. _ Notiff the subcontractor and County within three (3) days that Consultant has actual k4owledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcoptract 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 l-rnddcufnented individual; except that Consultant shall not terminate the contract with the subcontractor if dtiring such three (3) days the subcontractor provides information to establish that the subcontractor'has not ktrowingly 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- I 7.5- I 02(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 notifr the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. IREST OF PAGE INTENTIONALLY LEFT BIIINK] 9 Eagle County Prof Services Final 5/14 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 lts COUNTY MANAGER By: CONSULTANT: -,r,{' ( ', Print Name: Title: C.@,.o . 10 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCI{EDULE, FEES Item OtY Descrintion Unit Price Extended Price I I Data Services per change request: o 2 stop location changes o I name change - location is the same o 7 changes to existing ADA call o I I paths drawn and reviewed map-based i Deployment of the database to fleet and servers. I $9,680.00 $9,680.00 2 I Database QA testing. Contractor will provide Quality Assurance (QA) testing for the County's database before distribution to the Eco Transit fleet. i QA testing includes: i Testingfor Dotabase io Correctly loads into jBusware through Buslink Distributiofr. Correctly loads intoiClever CAD. Correctly loads intopCC I Login and'run routesfor (simulate sub-set of routes): io Week Day routes io Weekend Routes io Holiday Routes i . Repove login Functionality $2,583.00 $2,583.00 Subtotal Management Discount Total $12"263.00 $(5.150.00) $7,113.00 11 Eagle County Prof Services Final 5/14 EXHIBIT B Eagle County Regional Transportation Authority Maintenance Plan dated June 4,2012 t2 Eagle County Prof Services Final 5/14 r#f,|*w#rffi*vlnss Eagle County Regional Transportation Authority Maintenance Plan Agreement for ECRTA Hardware and Software Maintenance of Clever Device IVI\rM Svstem September 2l,20ll Prepared by: Robert Manaseri Director of Service Clever Devices Ltd. Reviewed/Approved by: Susann Poggioli, Strategic Account Manager William Gambling, Project Manager Clever Devices Ltd. 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 i of ii Table of Gontents r*-\MMM {Affil_{ ilQUf.iTY EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY MAINTENANCE PLAN.......I TABLE OF CONTENTS................ ....................II 3 T8CHNICALSUPPORT................................................. 2 ATTACHMENT A- END USER SOFTII/ARE LICENSE AGREEMENT,13 ATTACHMENT 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.doc 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 (sr6) 749-34sr E-mail: wqamblins@cleverdevices.com Robert Manaseri Director of Service (sr6) 74e-8s26 Il-mail : rmanaseri(Ocleverdevices.com 2.2 Eagle County Eagle County Regional Transportation Authority is the end user of the Clever Devices on-board I\rNrM systems and the depot-based CleverCAD@, Buslink@ software system and BusToolsrM 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 3289 Cooley Mesa Road Gypsum, CO 81637 This document contains information *nt.iT:r:"11";iYclever 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 Paee I 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 ofthe 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 Escolation 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: Email address: 1-888-478-3359 CustomerS ervice@C leverDevices.com *Note: All technical issues shouldfirst come in through Customer Service. All after hour 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 ofrevenue 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. If a Priority I is reported to the support help-desk, the following escalation procedure will be implemented: o Support personnel will be notified and will respond to the call within 2 hours of call being received. This document contains information -tt.il1"r1"11"Jf;; 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 2 of 14 o 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. o The Director of Service and Project Manager will be notified within 4 business hours of the call being received if the system 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. o The Technical Supervisor will be notified within 12 business hours of the call being received if the system has not been brought up to full 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 intemal 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 permission from the transit agency to gain access to their intemal 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 pufpose other than as provided in this Agreement for technical online support. Clever Devices' regular business hours are from 8:3Oam to 5:00pm EST, Monday through Friday. However, calls into our technical support department made after hours will be forwarded to an This document contains information -tt.ift:$lHlTClever 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 Paee 3 of 14 answering service. Priority 1 calls will then be dispatched to Clever Devices support personnel who will 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 throush a VPN to the ECRTA internal network. 3.3 Professional Assistance Daring 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 Eaele 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 Eagle County and Clever Devices contemporaneously with this Maintenance Agreement. 4.1 Software Product ldentffication . Software Product License Holder: Eagle County Transit (ECRTA). . Software Products: o On-Board BusWare o BusTools@ 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 Page 4 of 14 o Buslink@Authentication o Buslink@ Distribution o CleverCAD o CleverReports o APC 4.2 Genersl DeJinitions o "Customer" means the single end-user organization (license holder of the Software Product) signing this Agreement and authorized to use the Program(s). o 'oSoftware Product" means the specific Clever Devices licensed product(s). o "Software Upgrade" means a version 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. o "Software Maintenance" means maintenance provided for all components of the Software Product purchased. o "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. o "Maintenance Period" is the duration of the maintenance subiect to the terms and conditions ofthe contract. 4.3 Scope of Maintensnce Support During the maintenance term, Clever Devices agrees to basic maintenance services in support of the licensed Software Product. Maintenance services shall consist of: o 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 implemented 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, aMaintenance Update This document contains information -tt.ili:rl$l"Ji"JClever 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 Paee 5 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 effors 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 the terms of our maintenance agreement. The standard maintenance agreement will be renewable on an annual basis subject to an annual price escalation of 3Yo or the Consumer Price Index, whichever is greater, not to exceed 5oZ. 4.4 AdditionulServices Clever Devices may provide additional services, as mutually agreed, in support of the Software Product, subject to payment of its normal charges and expenses: o 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. o 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 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 6 of 14 4.5 Customer Responsibilities When an effor has been discovered, it is the customer's responsibility to report it to Clever Devices' Customer Service Department. Contact information during regular business hours, Monday through Friday, 8:30am to 5:00 pm EST are as follows: Customer Service number: l-888-478-3359 Email address: CustomerService@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 This document contains information *tt.ilt?l"ll"tffiYClever 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 Paee 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 Muintenance 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 defects 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. A20% 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 This document contains information *nt.ili:rLll"tffi"J 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 IVN@ 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 Obtuining Warranty Service ECRTA is responsible for returning any defective products to Clever Devices Ltd. No products will be accepted without an RMA number. A Retumed 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 Devices. 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. This document contains information -tt"iT:t:*titffiYcleverDevices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Paee 9 of14 The shipping costs for all Non Wananty Repairs/Replacements and/or No Problem Found conditions will be the responsibility of ECRTA. RMA Ship to Address: Clever Devices Ltd. Attn: Customer Service Department RMA #- 137 Commercial Street Plainviewo 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 the Clever Devices Customer Service Department through one of the following methods: Customer Service number: l-888-478-3359 Email address: CustomerService@CleverDevices.com In order to process an RMA, Clever Devices will need the following information from ECRTA: o Item Description (i.e. IVN@3) . Clever Devices Part Number o Serial Number o Quantity being retumed o Reason for Return o 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 documentation 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. 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 10 of 14 5.6 Clever Devices Ltd. Non-Wurrunty 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 conected 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 I hour will be charged for labor. After the first hour, labor will be charged to the nearest Y'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 atrangements are made in advance. All travel must 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 5lcents/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*. x Charges may be subject to a l2Yo 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. ECRTA Maintenance Plan.doc Paee l1 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 retumed 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 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 12 of 14 Attachment A- End User Software License Agreement 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 Paee 13 of 14 Attachment B- Recommended Spare Parts Levels Soare. On-Board Svstem for ECO Buses Qtv lVN3'" Controller, ECO/Gillig BRT v1 1 IVN Bracket Hardware 1 lVN" Transit Control Head, VGA Color 1 Swivel Mount, Pedestal TC 7 Antenna, Multi-Band 1 Modem, CDMA Verizon Cellular T Soare, On-Board Svstem for ECO Supervisor Vehicle Qtv Modem. CDMA Verizon Cellular L Snare. AVA Svstem for ECO Fixed Route Vehicles Qtv IVN'" LED Sign, 20 Character w/Molex L IVN'" AVC Microphone L Speaker, 4"t Spare, APC System for ECO Fixed Route Buses Qtv APC Controller Assemblv 1 APC Receiver Assembly 1 APC Transmitter Assemblv t Bracket, APC 1 Spare, APC System for ECO Fixed Route Chevy 5500 Qtv APC Controller Assembly 1 APC Receiver Assembly I 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 Page 14 of 14 Spare. On-Board Svstem for ECO Chew 5500 Qtv lVN3'" Controller, ECO/Gillie BRT v1 t IVN Bracket Hardware t IVN'" Transit Control Head, VGA Color 1 Swivel Mount, Pedestal TC 1 Antenna, Multi-Band 1 Modem, CDMA Verizon Cellular I Eagle County Prof Services Final 5/14 (;LEVE.l OP ID: DBACQRE'' th-.#/-CERTIFICATE OF LIABILITY IN$URANCE Tllls CERnF|CATE le lssuED As A IiIATTER oF NFoR{f,Anoil oilLy ANn coNFERs no nrelrrs upoH THE cERnnc;frJi6|;Etm ::Hrj"{F-ry5il:-orffF!s*Iy.E!T._oIl'r_E_GIMELY AilEr{D, sxrEHD oR ALrER rHE covErAGE *FFoRoED Ey TtrE FoltctEsPf lns rvLlr,|5ltEELow' THls CERIIFIGATE oF lNsuRAtlcE DoEs llgT consT[niTE A coNTRAcT BETtvEEt{ THE t$sutit6 tHsuRER{sl, AUTHSRISEDREPf,E$ENTATN'E OR FFOPUCER, *UO T}IF CERNFICATE HOLDEN. IIIIPORTAI{T: lf ths csrtlffcats hold*r ii at ths torms r'nd condltlnns g{ th: pollcy, ccrteln pollelos may raqulre an ondoo.msnt A *latamsnt on lhls csrtlltcata doss not confrr,lghta lo thocartlfi€ata holdsr In llsu of ruch andoruemantjil^ ?no|}u€gR ItrlSlGl{T CO*IPAHIf$ lNC. 3q Qjd 9gtrflry,B".d No rvins llolvllle, t{Y l1t4? John R. Keans Glsvar Bayices, Lld. 300 Sro$ways Park Drivr Woodbury, HY 11797 H$unEn c : Chulb Indamnity lneunnca Co. rHrs ts ro c€tTtFy rHAT TltE potidies i:r-tnsunnNlNDlcATeE' NorwtrHsrANDtNG AFIY Reoun€MENT, TEnM on conomirrl br mrv cournAgr oC-oiien DocuMENT wfrH REBFEcT ro wHtcH THtscERrlFlcATE ttlAY BE lssuED oR IirAY pERTAll'|, THE lxsuRAr'fce lFroCoed By rHE polrcrEs bEsdiiraen HEREIN ts suBJEcr ro ALL THE TERM*"EXCLUSIONS ANn CoNslrloNs oF sucH PollclEs. uilns silowN ulv xeve eEer,l Rroucrp nv F*lo cr,irius. TYPE OF O|SUNATCE FOLICY IIUSEF Fnl f,F YYl tgtf8 A GEJ ; {ERIL LIABIUTY I I CoMilERclqL GENERAL LIASIUTY l-1"*ur*rooe i x ro"cu* l-conr"*a Lhb| .*..- x 1502{64A EACH OCCURfiEilCE i 1.000.001 10t07r2trt5 10107,1015 UATNtlits IO RET{TEDPflEMlSESlFrmmml t 300,00{ HED EXP llurvoos oaronf i 10,0tx P€RSOiIAL I ADV Iil.ruflY i 1,000,00( GEI lrEla |-rtlrJEu{tl.|.ru A. .L AGGREGATE UIIIT APPLJES PER;l*'*rlxl Pg [-1.o" GENERAL Ac€REGATE I 2,{l{t0.001 PROOUCTS - COItF/op AG6l 2,000,It{t{ lmp Ben.t I ntln frtnluroroSLELnag.'TY A!,IYAUTS ALL OWITEO AUfOS Hrngo AuToS fJ scnesulEoLJ AUTOS I v I NOI{-OWNED LaJ AUTOStltl B5S-52..t?1$0ilt916 'IN6LE UMIT 3 1'000.0{xx1010712015BOOILY lt{IrRY (P.. pe'!on}t BOAIIY IXJURY {Psr rccidanrl t f-rtUPEI'IY DAIIAGE,FFR AN.:ITTFFT t s A x UXSNELLA LIIS EICES$ U^A X I occun-l ",^or*.r.n*lg88.60df5 SACH OCCURflE}ICE r 10,{xl0,0lx 10r0IJ2015 19t07t2016 ASGREGATE to-nl|n fial oeo I X lnerEr,rnoxs 10.0{X 3 ,I{O ETFLOYGRE'LIIEITJTY Y ltrl n?il3{0 * y' I wcSTATt! ^ lT0RYlnffra ANY FH(]I.I{FIPf{'PAT'TI{ERiEXECUITVE r_IOfflCEN'H€il8ERETCLUO€D? I I tl&ndrtort ln iH' l'---J lf !rat. d*sctiba uMBr DESCnUtTlllH oF crgFtrartnNq brtu, t{r,0t 20,t5 1010712016 E.L. 6ACXiCCTDET-IT i 1,000,1x1{ €.L. BI$EAsE. [A EMPLOYEI 1,000,0u E.L. DIs€ASE. FOLICY LIMIT ftlttlflProhsrlEnali255{2S3S001 04r23f2016 a4l2a2t77 Profess. g,0g{r.00{ Ded. 2S,Oo{ r6$cifFnoroFoFEnAnor'l$rLocATloHsfvEfllclls {trh.ilcoRn!0t,t{dtttomlBrnrertrEc|rrdub,tf monrpr.lr31qutrd}:?g*?,!ll"H, _coroeadn is inerudad ar an. adrtitlonal inaursd. Gsnaral':.&Ellrtv is on a orinary and non-contributory basis -il;-;;q,rr;;e-&rritten and executbd coni,ract EAGLECO Eagle County, Colorado Attn: Lancs Tnrjilto 5ll0 Broadway, PO Bor t50 Eagle, CO 81631 @ 1988.2010 ACORD CORPORATTON. E}'OULO TIIY OF THE AEOYE DESCf,IBSO POUCES BE C*ilCEt I 4O BEFOREII{E €XF'R^NOil OATE TTIEREOF, ilONCE $ILL 3E bELIVEREb IiACCORDAITCC Wmt THE poLrcy pto!flstolls. frr8"€**{ rcoRD 25 {2010105}The ACORD nrm€ and logo are reglst*red marfre of AGORD All righE resorvsd. NOTEPAD:HoLDERcooE EAGLECO ursunEus rlflE Claver Devlcos, Ltd. CLEVE.I OP lD: DB Idditional Insured and/or lfaivsr of, SubroEatlon if ghorn on tlrice-il$iti--aie-idaiA pioviaeO ttrii gtatui tu-required by a rritten and eutad contract,