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HomeMy WebLinkAboutC14-300 Apollo Video Technology LLCAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND APOLLO VIDEO TECHNOLOGY, LLC This Agreement ("Agreement") dated as of this ay of _ 2014, is between the County of Eagle, State of Colorado, a body corporate and politic, by'and through its Board of County Commissioners, with a mailing address of 500 Broadway, Post Office Box 850, Eagle CO 81631 ("County"), and Apollo Video Technology, LLC, a limited liability company with a mailing address and principal place of business of 24000 35th Avenue Southeast Bothell, Washington 98021 ("Contractor"). RECITALS WHEREAS, County desires to purchase on -board video surveillance cameras and associated equipment and software for use by the Eagle County Regional Transportation Department ("ECO Transit") in certain ECO Transit buses; and WHEREAS, County is purchasing the cameras and associated equipment and software through the General Services Administration pursuant to Federal Supply List 084; and WHEREAS, County desires to hire Contractor to provide such cameras, the associated equipment and software and technical support and such other services as outlined in Section 1 hereunder; and WHEREAS, Contractor represents that it has the knowledge and expertise to provide the cameras and associated equipment, software and the services hereunder; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with the services and the related terms and conditions to govern the relationship between Contractor and County. AGREEMENT NOW THEREFORE, based upon the representations by Contractor set forth in the foregoing recitals, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, including the promises set forth herein, the parties agree to the following: 1. Scope of Services: 1.1 Contractor shall provide the following "Services": a. Equipment. Contractor will procure, install, configure and test the on -board video surveillance cameras, GPS, accelerometers, AVT-NiiU-200, microphones and wireless devices listed in lines 1 — 12 and line 15 of the Apollo Video Technology Proposal (Quotation #121148Q dated 6/19/2014), attached hereto as Exhibit A and incorporated herein by this reference (the "Equipment"), in the twenty-three (23) ECO Transit buses designated in Section 5 below. G I4-' 6D b. Software. Contractor will procure, install, configure and test the ViM software listed in lines 17 — 23 of Exhibit A, which is associated with and required for the operation of the Equipment (the "VIM Software" or the "Software"). The Software will be installed in all twenty-six (26) of the ECO Transit buses designated in Section 5 below. The Software and the Equipment shall be referred to herein as the "System" and collectively as the "Systems". C. Configuration. i. System Configuration. Contractor shall provide an initial on-site support visit (up to three full days or 24 hours on-site), as set forth in lines 14 and 24 of Exhibit A for Software installation and configuration of the ViM servers with the ECO Transit buses designated in Section 5 below. Contractor shall additionally be responsible for receiving information from Clever Devices from all of the Systems through the use of the AVT-NiiU-200 units described in Line 9 of Exhibit A to ensure that the information required by County is contained in the video overlay on the Systems. The County is responsible for all equipment necessary for this integration. ii. Cellular Confi urg ation. Contractor shall provide a configuration file for the WC310 router described on Exhibit A, which will enable the WC310 to utilize an AT&T Beam 340U air card. The County will be responsible for the purchase of these air cards and the cellular service to these devices. The WC310 router will use the AT&T service to provide a live look -in video feature to County dispatch and operations work stations through the RASplus software described on Exhibit A. The same air cards will be used to provide passenger WiFi onboard the ECO Transit buses designated in Section 5 below. Future air cards will be coordinated by County and Contractor so that the WC310 router configuration file can be modified to utilize the features described herein. iii. Configuration of WiFi Splash Screen. Contractor shall provide a public user splash screen on the WC310 router described on Exhibit A to display rules and regulations governing the use by passengers of the public WiFi onboard ECO Transit buses. The splash screen will be the first screen passengers see when connecting to WiFi for the first time during each WiFi session on any ECO Transit bus. d. Training. Contractor shall provide on-site training in the use of the Systems and shall furnish the County with applicable user manuals. Contractor will develop a thorough training plan that is customized to the responsibilities of each County user group. Training is typically organized by the following user groups: operators, operations staff, system users, and maintenance. Contractor will provide up to two (2) consecutive full days (16 hours) of on-site training. e. Technical Support: In coordination with the County's Information Technology Department, Contractor shall provide unlimited full system technical support at no additional charge for the life of all of the Systems as follows ("Technical Support"): i. Telephone Support. Contractor shall provide unlimited toll free telephone technical support, or support via email, from 7:00 a.m. through 5:00 p.m. Monday through Friday, Pacific Standard Time, excluding holidays. ii. Remote Support. Contractor shall provide next business day technical support via remote access using LogmeIn.com or GoToMeeting.com, or similar remote access software with prior approval by County. iii. Software Support. RASPlus and HDPlayer, as described on Exhibit A, are license -free and include lifetime updates at no additional charge. The ViM Software described on Exhibit A includes 3 -years of Software Support (as defined herein) at no additional charge. Software patches, updates and enhancements shall be released and implemented with the assistance of Contractor's technical support team as soon as such items are available ("Software Support"). Patches and enhancements will include the latest versions and associated Release Notes. Software Support will commence upon the date of acceptance of the Systems by the County.. GSA pricing will apply for the cost of ViM Software Support after year three. f.. Remedial Maintenance. i. In response to telephonic or email notification from the County and upon Contractor's reasonable determination that a System is not operating in accordance with the specifications described in this Agreement, Contractor agrees to provide on-site remedial maintenance services within seven (7) days of the County's notification of system error, at the daily rate set forth on line 31 of Exhibit A. Said rate includes all travel and related per diem expenses. For purposes of this Agreement, "on-site" shall mean the ECO Transit garage and administrative office located at 3289 Cooley Mesa Road, Gypsum, Colorado (the "Facility"). Remedial maintenance may include the correction or work -around of errors in the Equipment or Software. Contractor will use all reasonable efforts to correct or work around material system errors, provided that the error can be recreated with an unmodified version of Equipment or Software. If the source of the stated problem can be demonstrated to be due to any cause other than errors in the System, Contractor may, subject to the prior written approval of the County, perform such corrective work, including any repairs, replacements and adjustments, as are in Contractor's opinion necessary to resolve the problem with the System. Prior to the commencement of any such corrective work, Contractor shall provide the County with a written estimate of the cost to perform the work. GSA pricing will apply for any such corrective work that is not covered by Contractor's warranty or for work to be performed after Contractor's warranty expires. ii. Equipment Maintenance. In the event Contractor reasonably determine that an Equipment component is not performing in accordance with the specifications described in this Agreement, Contractor will, at its option, repair or replace the Equipment as soon as reasonably practicable so long as the Equipment is covered under Contractor's warranty. This Agreement does not cover any wireless service provider supplied equipment. iii. Exclusions from Remedial or Equipment Maintenance. Contractor may exclude from this Agreement any Equipment or Software which (1) has been vandalized, (2) has been subjected to unusual physical or electrical stress, other than ordinary use; or (3) has been purchased from another vendor. 3 g. Warranty and Non -Warranty Services: All Equipment, including the Roadrunner DVR Equipment supplied pursuant to this Agreement is covered by a three (3) year extended warranty pursuant to Line 16 of Exhibit A, and such warranty shall commence on the date of acceptance of the Systems by the County. Notwithstanding the foregoing, the Equipment in ECO Transit bus numbers 886, 887, 888 and 889 was factory installed and has a standard warranty, consisting of a three (3) year warranty for the Roadrunner DVR Equipment and one (1) year on all other components/Equipment. Contractor is not responsible for performing Warranty Services on the Equipment installed in bus numbers 886, 887, 888 and 889. Exhibit C, attached hereto and incorporated herein, sets forth additional information regarding Contractor's warranty and Equipment returns. Pricing for non -warranty on-site support or non -warranty on-site networking services is set forth on Lines 31 and 32 of Exhibit A. Contractor acknowledges and agrees that the installation and integration of the Clever Devices AVT-NiiU-200 unit with the Systems shall not result in an exclusion of the Systems from the Warranty Services provided pursuant to this Agreement. h. Licenses. Contractor hereby grants to County perpetual, nontransferable, nonexclusive licenses for use of the Software described on Exhibit A for use in accordance with the terms and conditions of this Agreement (the "Licenses"). Such Licenses shall include all Software and third party software supplied by Contractor, if any, pursuant to the terms of this Agreement, and all patches, updates, and enhancements as set forth in Section 1.1 e. iii above, and as referenced in Exhibit A, Lines 17 — 23. 1.2 In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibits A — C and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. All workmanship, Equipment and Software shall be new and of the best/highest grade quality obtainable within the trade represented. Contractor shall furnish all materials and services necessary for completion of the Services. 1.3 Any services required in addition to the Services described in this Agreement shall be performed by Contractor only after written approval of the County (hereinafter referred to as "Additional Services"). Orders for Additional Services shall be acknowledged by County and Contractor in writing, prior to any such work identified as Additional Services is performed by Contractor. Failure by Contractor to obtain written authorization and acknowledgement by County for Additional Services shall result in non-payment for any such Additional Services or work performed. Contractor shall not charge County for any time spent by it in agreeing to or in the preparation of documents authorizing the Additional Services. Except as otherwise agreed in writing by Contractor and County, all Additional Services shall be subject to the terms and conditions of this Agreement. County may also by written notice to Contractor make any reasonable reductions to the scope of the Services and the compensation payable to Contractor shall be reduced in a fair and reasonable amount on account thereof. 1.4 Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. Except as may be expressly altered by the amendment, all terms and conditions of this Agreement shall control. To the extent the terms and conditions of this Agreement may conflict any future exhibits or amendments, the terms and conditions of this Agreement shall control. 4 1.5 Contractor agrees to furnish all services, labor, personnel and Software and Equipment necessary to perform and complete the Services in accordance with this Agreement. 1.6 Contractor hereby warrants the Services, including any maintenance and support will conform to the requirements of this Agreement. 2. Delivery and Acceptance of the Systems and Milestones: 2.1 Contractor shall timely perform procurement, installation, configuration and testing of the required Systems for each of the ECO Transit buses designated in Section 5 hereof in accordance with the terms of this Agreement. 2.2 The County shall have the right to inspect all Equipment and Software prior to acceptance of the Systems. Inspection and acceptance shall not be unreasonably delayed or refused. For purposes of this Agreement, County "acceptance" shall be defined as: completion of Equipment and Software installation, notification from County that each System performs to the satisfaction of the County, and completion of training by Contractor of those individuals available during Contractor's onsite visit. 2.3 In the event County does not accept the Equipment or Software for any reason in its sole discretion, then Contractor shall at no charge to County (i) take the Equipment or Software back; (ii) exchange the Equipment or Software; or (iii) repair the Equipment. Title to all Equipment, Software, and materials shall pass to the County free of any liens upon payment by County. 2.4 Contractor shall be responsible for all risk of loss before the Equipment and the Software identified in this Agreement are delivered, installed and finally accepted by the County including the costs of shipping to County, insurance and special packing charges, if any. The carrier, method of shipment and other matters relating to shipment shall be determined by Contractor. 2.5 With respect to any third party software, materials or hardware, if any, provided by Contractor hereunder, Contractor shall, to the extent legally permitted, pass through to the County all warranties provided by the licensor or manufacturer. 2.6 Contractor agrees to furnish the Services in accordance with the dates set forth in this Agreement and with the milestones listed below (the "Milestones"). Contractor has represented that it has the expertise and personnel necessary to properly and timely perform the Services. Proposed Schedule Delivery of all Equipment (M2) Project Kick -Off Meeting (M3) System Configuration (M3) Creation of DVR Configuration Files (M3) IP Address Schema & Network Config (M3) Configuring — Prototype (M3) Installation - Prototype Vehicle (M4) Acceptance of Initial Installation (M4) Installation - Remaining Vehicles (M5) Training (M6) Project Completion Meeting (M7) Project Acceptance 3. Services and Equipment provided by County: 3.1 The County shall be responsible for timely supplying the following minimum server and workstation requirements: Single Intel Core2 Duo 2.4Ghz 2GB RAM 2GB free space for installation I OGB for video storage Windows Server Standard 2008 I OOMbs dedicated Network port. 4. Responsibilities of County: 4.1 The County shall have the following obligations under this Agreement: a. The County shall ensure that a County employee is on-site during any periods of time that Contractor is on-site. County shall provide Contractor reasonable access to the Systems for any onsite support. b. The County shall provide adequate working space and facilities, including light, heat, ventilation, electric current and outlets, and the like, for use by Contractor when Contractor is performing repairs to the Systems, at no charge to Contractor. 0 C. The County may perform preventative and routine maintenance or minor repairs of the Systems without the prior written or verbal approval of Contractor. d. The County, in cooperation with the County IT Department, shall provide Contractor with remote access to the County's ViM server in order to monitor ViM Software status and apply any patches, updates or remote repairs as may become available from time to time. 5. County Vehicles: All Equipment purchased from Contractor shall be installed in the following ECO Transit buses (designated by bus number): 865 866 867 455 889* 868 869 870 871 872 886* 883 873 874 875 876 877 887* 884 878 879 880 881 882 888* 885 * No Equipment will be installed by Contractor in these vehicles as the Equipment was factory installed; however, Contractor shall install and configure Software in each of these vehicles and ensure that the System in each such vehicle is fully functional. 6. Term of Agreement; Termination: 6.1 The Services shall commence upon execution of this Agreement, and unless earlier terminated as set forth herein, shall proceed according to the Milestones set forth in Section 2.2 above and as set forth herein. The Systems shall be installed, configured, tested, and fully functional within 180 days of execution of this Agreement. Technical Support shall commence on the date of acceptance by the County of the Systems and shall continue in effect for the life of each System. 6.2 County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 16 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 7. Contract Price: 7.1 County will pay the Contractor based on completion of the Milestones, and acceptance thereof by County, according to the progressive payment schedule set forth in Section 7.2. The total compensation allowed under this Agreement shall not exceed $227,860.00 ($188,569.00 for Equipment and related Services as set forth on lines 1- 16 of Exhibit A; $39,291.00 for Software and related Services as set forth on lines 17-24 of Exhibit A; (the "Contract Price")). Fees for any Additional Services will be as set forth in an executed amendment to this Agreement. County may in its sole discretion withhold part of any payment on account of defective or nonconforming Systems or other Services performed by Contractor. The Contract Price includes any expenses related to Contractor's travel to the ECO Transit Facility for installation, configuration, testing and activation of the Systems, training and meetings with County. In the event the County adds any ECO Transit buses to the count designated in Section 5 above during the Term or any Renewal Term, said additional vehicles shall be subject to the same terms and conditions set forth in this Agreement and Exhibit A, including price terms, and the parties will execute an amendment to this Agreement documenting the same. 7.2 Milestones and progressive payments: M2: 25% of Contract Price M3: 10% of Contract Price M4: 15% of Contract Price M6: 10% of Contract Price Project Acceptance: 40% of Contract Price 7.3 Contractor shall submit an invoice upon completion of each Milestone as set forth in Section 7.2 above setting forth a description of Services performed and the percentage of the Contract Price then due. If County is not satisfied with the completeness of a submitted invoice, County may request Contractor to either revise the invoice or provide additional information. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Contractor for Services which are satisfactorily completed. 7.4 All invoices may be emailed, mailed or delivered in-person to the following address to ensure proper payment. Eagle County Regional Transportation Authority P.O. Box 1070 Gypsum, Colorado 81637 (970) 328-3520 (p) (970) 328-3539 (f) 7.5 If, prior to payment of compensation or reimbursement for services but after submission to County of a request therefore by Contractor, County reasonably determines that payment as requested would be improper because the services were not performed as prescribed by the provisions of this Agreement, the County shall have no obligation to make such payment. If, at any time, up to and including the Delivery and Acceptance of the Systems and Milestones described in Section 2 of this Agreement, County reasonably determines that any payment theretofore paid by County to Contractor was improper because the services for which payment was made were not performed as prescribed by the provisions of this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment to County. Upon termination of this Agreement as hereinafter provided or expiration of the Term, any unexpended funds advanced by County to Contractor shall forthwith be returned to County. 7.6 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Contractor in excess of the amount for any work done in respect of any period after December 31 st of the calendar year of the Term of this Agreement, without the written approval in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of 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). 7.7 The County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. The County is tax-exempt. However, in the event the County's tax-exempt status should change in the future, the County will be responsible for any sales or use taxes. 7.8 Out-of-pocket expenses, including, but not limited to, travel expenses, which may be incurred by Contractor 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 Contractor. Contractor shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. 8. 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 Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 9. Indemnification: 9.1 The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 10. Contractor's Professional Level of Care and Additional Duties: 10.1 Contractor represents that its professional personnel are, and covenants that its professional personnel shall at all times remain, duly licensed as may be required under applicable law, in the performance of the Agreement. 10.2 Contractor shall be responsible for the completeness and accuracy of its performance under this Agreement, including the performance of any subcontractors and all supporting data and other documents prepared or compiled in performance of the Agreement, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Systems or the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform its obligations in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractors who are providing similar Systems, Equipment, Software and Technical Support and Maintenance Services, in this area at this time. 10.3 Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. By executing the Agreement, Contractor confirms that the time limitations set forth herein are reasonable. 10.4 All funds received by Contractor under this Agreement shall be or have been expended solely for the purpose for which granted, and any funds not so expended, including funds lost or diverted for other purposes, shall be returned to County. Contractor shall provide the County with progress reports upon County's request. 10.5 Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Contractor. Contractor shall fully cooperate during such audit or inspections. 10.6 Contractor shall comply with all applicable federal, state and local rules, regulations and laws governing services of the kind provided by Contractor under this Agreement. 10.7 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 10 11. Independent Contractor: 11.1 With respect to the provision of the Contractor's Services hereunder, Contractor acknowledges that Contractor is an independent Contractor providing Contractor's services to the County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of County. The Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 11.2 The Contractor and its employees are not entitled to workers' compensation benefits through the County. The Contractor is solely responsible for necessary and adequate workers' compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Contractor and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than the County. The Contractor hereby acknowledges full and complete liability for and timely payment of all local, state and federal taxes imposed including, without limitation, tax on self-employment income, unemployment taxes and income taxes. 12. Notice: 12.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County Regional Transportation Authority P.O. Box 1070 Gypsum, Colorado 81637 (970) 328-3520 (p) (970) 328-3539 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328-8685 (p) (970) 328-8699 (f) The Contractor: Apollo Video Technology 2400035 th Avenue Southeast Bothell, Washington 98021 (888) 288-8721 (p) (425) 483-7200 (f) 12.2 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days 11 after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 13. Insurance: Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Contractor's certificates of insurance shall include subcontractor as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. All coverage(s) for subcontractors shall be subject to the same minimum requirements identified above. Contractor and sub -Contractors, 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 Contractor and its subcontractors 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. 12 iv. Contractor's insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor'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. Contractor's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Contractor 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 Contractor's broker, without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, 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 Contractor 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. 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. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 14. Subcontractors: 14.1 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services 13 without County's prior written consent, which will not be unreasonably withheld. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 15. Jurisdiction: 15.1 Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 16. Ownership of Documents and Materials: 16.1 All documents prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights,) 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, , maps and work sheets produced, or prepared by or for Contractor (including any employee or subcontractor) in connection with the performance of the Services and additional services under this Agreement. 17. Intellectual Property/Confidential Information: 17.1 Intellectual property shall include trade secrets, copyrights, patents, technical information and any and all proprietary rights relating to the foregoing ("Intellectual Property"). Contractor shall have the right, but not the obligation, to file and prosecute all rights in and to any or all of its Intellectual Property, in its own name and at its own cost against any third parties whose activities (i) violate, infringe, unfairly complete with, or are likely to violate, infringe, or unfairly compete with any or all of the Software; or (ii) cause, or are likely to cause, harm, injury, or damage to, County or Contractor. 17.2 Confidential information shall include copyrights, technical information provided by one party to another pursuant to this Agreement relating to the research, development, products, processes, business plans, customers, finances, suppliers or personnel data of a party ("Confidential Information"). Confidential Information does not include any information (i) known to the receiving party prior to it being provided; (ii) which has become publically known through no wrongful act of the receiving party; (iii) which the receiving party independently developed as evidenced by appropriate documentation; or (iv) of which the receiving party becomes aware from any third person with the lawful right to disclose such information to the receiving party. 14 17.2.1 All County Confidential Information shall be held in strict confidence by Contractor during the term of this Agreement, and Contractor shall not, without County's prior written consent, (i) disclose such information to any person or entity other than to Contractor's employees or Contractors legally bound to abide by the terms hereof and having a need to know such information in connection with Contractor's performance of its obligations hereunder, or (ii) use such information other than in connection with the performance of its obligations hereunder. Contractor understands and agrees that the unauthorized use or disclosure of County's Confidential Information may irreparably damage County. County shall be entitled to seek an injunction from any court having appropriate jurisdiction restraining Contractor from any unauthorized use or disclosure of County Confidential Information, subject to the exceptions set forth below in Section 17.3. The County will notify Contractor in writing immediately upon transfer of any County Confidential Information to Contractor so appropriate management procedures can be implemented. 17.2.2 All Contractor Confidential Information shall be held in strict confidence by County during the term of this Agreement, and County shall not, without Contractor's prior written consent, (i) disclose such information to any person or entity other than to County's employees or Contractors legally bound to abide by the terms hereof and having a need to know such information in connection the County's performance of its obligations hereunder, or (ii) use such information other than in connection with the performance of its obligations hereunder. County understands and agrees that the unauthorized use or disclosure of Contractor Confidential Information may irreparably damage Contractor. Contractor shall be entitled to seek an injunction from any court having appropriate jurisdiction restraining County from any unauthorized use or disclosure of Contractor Confidential Information, subject to the exceptions set forth below in Section 17.3. The Contractor will notify County in writing immediately upon transfer of any Contractor Confidential Information to County so appropriate management procedures can be implemented. 17.3 Disclosure of County or Contractor Confidential Information shall not be precluded if. (i) Such disclosure is in response to a valid court order or other governmental body of the United States or any political subdivision thereof, or pursuant to the provisions of the Colorado Open Records Act; provided however, that the recipient of such confidential information shall first have given notice to the other party and allowed the other party an opportunity consistent with the timing set forth in the Colorado Open Records Act to obtain a protective order to avoid disclosure, or to require that the information to be disclosed be used only for the purposes for which the order was issued; (ii) such disclosure is necessary to establish rights to enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; or (iii) the recipient of such confidential information received the prior written consent to such disclosure from the disclosing party, but only to the extent permitted in such consent. 17.4 Except as expressly provided in this Agreement, nothing in this Agreement will be deemed to grant a party any license, sublicense, copyright interest, proprietary right or other claim against or interest in the other party's copyrights, patents, trade secrets or other intellectual property. 18. Other Contract Requirements: 18.1 Each of the exhibits referred to herein and attached hereto is an integral part of this Agreement and is incorporated herein by reference. 15 18.2 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understandings between the parties with respect thereto. 18.3 This Agreement and the covenants contained herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors -in - interest. 18.4 No failure or delay by either party in the exercise of any right given to such party hereunder shall constitute a waiver thereof. No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision contained herein. 18.5 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 18.6 In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibits and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 18.7 This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach hereof. 18.8 Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Contractor. Contractor shall fully cooperate during such audit or inspections. 18.9 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 18.10 Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. 19. Execution by Counterparts; Electronic Signatures: 19.1 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; 16 (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. Atte COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS M. CONTRACTOR: Apollo Video Technolo By: Its: C) 17 C airman - p12aTt w k-x-1P- �Vid..AML hnology www.apollovideo.com ECO Transit Lance Trujillo 3289 Cooley Mesa Rd. Gypsum CO 81637 Tel: 970-328-3440 Fax/Email: lance.trujillo@eaglecounty.us Quotation #: 121148Q Date: 6/19/2014 Payment Terms: 1% 20 Days, Net 30 Sales Rep: Derek White Project Info: GSA Contract #GS -07F -0776X Vim Software Includes 3 -Years of Software Maintenance at No Additional Char Subtotal: $188,569.00 � . 22 RR-MRH8-1000 RoadRunner 8 Camera Capability, High Capacity Mobile DVR, Power Cable, Event Switch, RASplus Software, 1.OTB Removable Hard Disk Drive $3,132.00 $68,904.00 146 RR-CTMIRA Camera, Color Vandal Resistant Interior High Resolution Day/Night Mini Tapered Dome $235.00 $34.310.00 22 RR -CT -SS -540 Camera, Vandal Resistant Interior/Exterior Teardrop Color, High Resolution, Adjusted for Street - $234.00 $5,850.00 AVT-ViM-C Side Recording $299.00 $6,578.00 22 RR -C2 Camera, Color High Resolution with Audio Recording $169.00 $3,718.00 22 RR-CMIRSb Camera Mount, 6" Swivel Mount for RR-CIR2 / RR -C2 Series Cameras $39.00 $858.00 176 RR-ICC/ICCA Camera Cable Assembly, Video & Power / Video, Power & Audio $28.00 $4,928.00 22 RR-VA1 3 Axis Accelerometer $259.00 $5,698.00 22 RR -GPS GPS Kit: GPS Receiver and iSM Interactive Speed and Mappin Interface $145.00 $3,190.00 22 AVT-NiiU-200 niiu Network Intelligent Interface Unit), Clever Devices Format $401.00 $8,822.00 1 22 RR-WC310 Wireless High -Performance Cellular Router (NOTE: Monthly service is not included and must be arranged through a local provider) $903.00 $19,866.00 44 RR-M2i Surface Mount Microphone with Gail Control, Cabling $152.00 $6.688.00 22 RR-EHMRH Environmental Protective Heater for MRH Series DVR $79.00 $1,738.00 22 - Installation of Above -Listed Equipment: DVR, 8 Cameras, GPS, Accelerometer, NiiU, Microphones& Wireless*** $838.00 $18,436.00 1 AVT-XSN Software / Networking On -Site Support Visit - up to 2 full days (16 hours) on-site* (Travel expenses included) $4,443.00 $4,443.00 1 RR-MRHHDS Hard Disk Docking Station, for RoadRunner MRH Series DVR $392.00 $392.00 • 22 RR-XW3 Extended Warrant - 3 Years, All Equipment— $199.00 $0.00** Vim Software Includes 3 -Years of Software Maintenance at No Additional Char Subtotal: $188,569.00 Subtotal: $37,887.00 1I RR-MRH8-1000 I RoadRunner 8 Camera Capability, High Capacity Mobile DVR, Power Cable, Event Switch, RASplus Software, 1.0TB Removable Hard Disk Drive 1 $3,132.00 $3,132.00 Apollo Video Technology 24000 35th Avenue Southeast— Bothell, WA 98021 Toll Free 888.288.8721; Tel: 425.483.7100; Far 425.483.7200 www.apollovideo.com e. ViM (Vehicle Information Management) Base Software - Single -Server License w/ Get-A-ClipSoftware Utility for Unlimited Vehicles $4,714.00 $4,714.00 AVT-ViM-A ViM Vehicle Information Mana ement Software, AutoCli Sin le -Server License $4,714.00 $4,714.00 f25AVT-ViM AVT-ViM-AL Vim Vehicle Information Mana ement Software, AutoClip Sin le -Vehicle License $234.00 $5,850.00 AVT-ViM-C ViM Vehicle Information Mana ement SoftwareClip Mana ement Sin le -Server Software $4,714.00 $4,714.00 AVT-ViM-CL ViM Vehicle Information Mana ement Software, Cli Mana ement Sin le-VehicleLicense $234.00 $585000 AVT-ViM-H ViM Vehicle Information Mana ement Software, DVR Health Sin le -Server Software $4,714.00AVT-ViM-HL ViM Vehicle Information Mana ement Software, DVR Health Sin le -Vehicle License $234.00AVT-XSN1 Additional da 8 hours on site, Software/Networking Service $1,481.00 $1,481.00 Subtotal: $37,887.00 1I RR-MRH8-1000 I RoadRunner 8 Camera Capability, High Capacity Mobile DVR, Power Cable, Event Switch, RASplus Software, 1.0TB Removable Hard Disk Drive 1 $3,132.00 $3,132.00 Apollo Video Technology 24000 35th Avenue Southeast— Bothell, WA 98021 Toll Free 888.288.8721; Tel: 425.483.7100; Far 425.483.7200 www.apollovideo.com Standard On -Site Support Visit - up to 1 full day (8 hours) on-site Travel expenses are included for 1 AVT -XS the United States and Canada only. NOTE: Initial On -Site Support Visit is Included at No Additional $1,975.00 $1,975.00 Charge with Minimum Equipment Purchase of $75,000 *Initial On -Site Support Visit is Included at No Additional Charge with Minimum Software & Equipment Purchase of $250,000 **Extended Warranty charges waived for this purchase (value of $4,179) ***Item not currently available on the GSA contract Purchase orders for GSA contract items MUST reference GSA Contract number above The RoadRunner system includes: Standard 2 -Year warranty for all components (extended warranty options are available upon request) Unlimited technical support at no additional charge Prices and terms are guaranteed for 60 days. Freight charges, installation charges and taxes (if applicable) are additional and may not be included in this quotation. All returns are subject to a 20% re -stocking fee. Apollo Video Technology 24000 35th Avenue Southeast— Bothell, WA 98D21 Tell Free 888.288.8721; Tel, 425.483.7100; Fax. 425.483.7200 www.apollovideo.com A� " CERTIFICATE OF LIABILITY INSURANCE D DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 7//23/23/ 2019 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 Anderson Agency, Inc. 600 S.W. 39th St, Suite 200 CONTACT Judy Sheets, CPIW NAME: -Bell PHONE (425)291-5200 F 0:(425)291-5100 ry AMRIESS:judys@bell anderson.com. INSURERS AFFORDING COVERAGE NAIC # Renton WA 98057 INSURERA.Valley Fore Insurance Company 0508 INSURED Apollo Video Technology 24000 35th Avenue SE INSURER B:Trans ortation Insurance 20494 INSURERC: INSURER D: INSURER E : Bothell WA 98021 INSURER F: 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 LTR TYPE OF INSURANCE ADD SUBR POLICY NUMBER EFF MM DDY CY EXP MMIDDIIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 }{ COMMERCIAL GENERAL LIABILITY DAMAGE T RENTED PREMISES Ea occurrence $ 100,000 A CLAIMS -MADE FX_1 OCCUR 4015558781 2/5/2013 12/5/2014 MED EXP (Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN1 AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 - POLICY PRO- LOC $ AUTOMOBILE LIABILITY BINEDtSINGLE LIMIT Ea 11000,000 A X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS 020390962 2/5/2013 2/5/2014 BODILY INJURY Per accident $ ( ) X NON-OWNED HIRED AUTOS HIRED AUTOS EAUTOS PROPERTY DAMAGEX $ Per accident X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 10,000,000 B EXCESS LIAB CLAIMS -MADE AGGREGATE $ 10,000,000 DED I I RETENI $ I 017847222 2/5/2013 12/5/2014 A WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y / NER E.L. EACH ACCIDENT $ 1 000000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory In NH) 015558781 2/5/2013 2/5/2014 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below A Stop Gap E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are additional insured for general liability, but only if required by written contract or written agreement per the attached endorsement #G -144294-C99 1206. Insured is additional insured for auto liablity per the attached endorsments # CA2001 0306 w- AINwww^ GANGCLLA I JUN (970) 328-3539 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 1070 Gypsum, CO 81637 AUTHORIZED REPRESENTATIVE EXHtBIT James Hunt/PLJ ACORD 25 (2010/05)I` I V7 ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 rgmnn.m ni nn oro rnni..ornri morlrc of Ornon G -144294-C99 (Ed. 12/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. 1. ADDITIONAL INSURED — BLANKET VENDORS or used as a container, part or WHO IS AN INSURED (Section II) is amended to ingredient of any other thing or substance by or for the vendor; or include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 1. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. 4. This provision 1. does not apply if "bodily injury" or "property damage" included within the "products -completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal injury and G -144294-C99 Page 1 of 7 (Ed. 12/06) G -144294-C99 (Ed. 12/06) advertising injury," but only the following (1) This insurance applies only with persons or organizations are additional respect to the following hazards for insureds under this endorsement and which the state or political coverage provided to such additional subdivision has issued a permit in insureds is limited as provided herein: connection with premises you own, a. Additional Insured — "Your Work" rent, or control and to which this insurance applies: That person or organization for whom you do work is an additional insured (a) The existence, maintenance, solely for liability due to your negligence repair, construction, erection, or specifically resulting from "your work" removal of advertising signs, for the additional insured which is the awnings, canopies, cellar subject of the written contract or written entrances, coal holes, agreement. No coverage applies to driveways, manholes, marquees, hoistaway openings, liability resulting from the sole negligence of the additional insured. sidewalk vaults, street banners, or decorations and similar The insurance provided to the additional exposures; or insured is limited as follows: (b) The construction, erection, or (1) The Limits of Insurance applicable removal of elevators; or to the additional insured are those specified in the written contract or (2) This insurance applies only with written agreement or in the respect to operations performed by Declarations of this policy, you or on your behalf for which the whichever is less. These Limits of state or political subdivision has Insurance are inclusive of, and not issued a permit. in addition to, the Limits of This insurance does not apply to "bodily Insurance shown in the injury," "property damage" or "personal Declarations. and advertising injury" arising out of (2) The coverage provided to the operations performed for the state or additional insured by this municipality. paragraph. 2.a., does not apply to c. Controlling Interest "bodily injury" or "property damage" arising out of the "products- Any persons or organizations with a completed operations hazard" controlling interest in you but only with unless: respect to their liability arising out of: (a) It is required by the written (1) Their financial control of you; or contract or written agreement; (2) Premises they own, maintain or and control while you lease or occupy (b) "Bodily injury" or "property these premises. damage" included within the This insurance does not apply to "products -completed operations structural alterations, new construction hazard" is not excluded either and demolition operations performed by by the provisions of the or for such additional insured. Coverage Part or by endorsement. d. Managers or Lessors of Premises (3) The insurance provided to the A manager or lessor of premises but additional insured does not apply to only with respect to liability arising out of "bodily injury," "property damage," the ownership, maintenance or use of or "personal and advertising injury" that specific part of the premises leased arising out of the rendering or to you and subject to the following failure to render any professional additional exclusions: services. This insurance does not apply to: b. State or Political Subdivisions (1) Any "occurrence" which takes place A state or political subdivision subject to after you cease to be a tenant in the following provisions: that premises; or G -144294-C99 Page 2 of 7 (Ed. 12/06) ate► (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability as co-owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage," or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard." As respects the coverage provided under this endorsement, Paragraph 4.b. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted and replaced with the following: 4. Other Insurance b. Excess Insurance This insurance is excess over: Any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or agreement specifically requires that this insurance be either primary or primary and noncontributing. Where required by written contract or agreement, we will consider any other insurance maintained by the additional insured for injury or damage covered by this endorsement to be excess and noncontributing with this insurance. 3. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Paragraph 3.a. of Section II — Who Is An Insured is deleted and replaced by the following: Coverage under this provision is afforded only until the end of the policy period or the next anniversary of this policy's effective date after you acquire or form the organization, whichever is earlier. 4. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANY COVERAGE A. The following is added to Section II — Who Is An Insured: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which terminated or ended prior to or during this policy period but only to the extent of your interest in such Page 3 of 7 CNA joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; or b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. B. The last paragraph of Section II — Who Is An Insured is deleted and replaced by the following: Except as provided in 4. above, no person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 5. PARTNERSHIP OR JOINT VENTURES Paragraph 1.b. of Section II — Who Is An Insured is deleted and replaced by the following: b. A partnership (including a limited liability partnership) or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. 6. EMPLOYEES AS INSUREDS — HEALTH CARE SERVICES For other than a physician, paragraph 2.a.(1)(d) of Section II — Who Is An Insured does not apply with respect to professional health care services provided in the course of employment by you. 7. PROPERTY DAMAGE - PATTERNS, MOLDS AND DIES Paragraphs (3) and (4) of Exclusion j. Damage to Property of SECTION I — EXCLUSIONS do not apply to patterns, molds or dies in the care, custody or control of the insured if the patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to PROPERTY DAMAGE — PATTERNS, MOLDS AND DIES and is included within the General Aggregate Limit as described in SECTION III — LIMITS OF INSURANCE. The insurance afforded by this provision 7. is excess over any valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. 8. BODILY INJURY Section V — Definitions, the definition of "bodily injury' is changed to read: G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 9. EXPANDED PERSONAL AND ADVERTISING INJURY A. The following is added to Section V — Definitions, the definition of "personal and advertising injury": h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Exclusions of Section I — Coverage B — Personal and Advertising Injury Liability is amended to include the following: p. Discrimination Relating To Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. q. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. C. This provision 9. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply to discrimination or humiliation committed in the states of New York or Ohio. Also, EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE does not apply to policies issued in the states of New York or Ohio. Page 4 of 7 D. This provision 9. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply if Section I — Coverage B — Personal And Advertising Injury Liability is excluded either by the provisions of the Coverage Part or by endorsement. 10. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of Section III — Limits of Insurance is deleted and replaced by the following: 7. Subject to 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under Section — I — Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000; or (2) The amount shown in the Declarations for Medical Expense Limit. B. This provision 10. (Medical Payments) does not apply if Section I — Coverage C Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. C. Paragraph 1.a.(3)(2) of Section I — Coverage C — Medical Payments, is replaced by the following: The expenses are incurred and reported to us within three years of the date of the accident; and 11. SUPPLEMENTARY PAYMENTS A. Under Section I — Supplementary Payments — Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $2,500: B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. 12. PROPERTY DAMAGE —ELEVATORS With respect to Exclusions of Section I — Coverage A, paragraphs (3), (4) and (6) of Exclusion j, and Exclusion k. do not apply to the use of elevators. The insurance afforded by this provision 12. is excess over any valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) 13. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under Section I — Coverage A — Bodily Injury and Property Damage 2. Exclusions, Exclusion j. is replaced by the following. "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems) to premises including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in Page 5 of 7 a�► the "products -completed operations hazard." B. Under Section I — Coverage A — Bodily Injury and Property Damage the last paragraph of 2. Exclusions is deleted and replaced by the following. Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. C. Paragraph 6. Damage To Premises Rented To You Limit of Section III — Limits Of Insurance is replaced by the following: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with the permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. D. Paragraph 4.16.(1)(b) of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: (b) That is property insurance for premises rented to you or temporarily occupied by you with the permission of the owner; or E. This provision 13. (LEGAL LIABILITY — DAMAGE TO PREMISES) does not apply if Damage To Premises Rented To You Liability under Section I — Coverage A is excluded either by the provisions of the Coverage Part or by endorsement. 14. NON -OWNED WATERCRAFT Under Section I — Coverage A — Bodily Injury and Property Damage, Exclusion 2.g., subparagraph (2) is deleted and replaced by the following. (2) A watercraft you do not own that is (a) Less than 55 feet long; and G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) (b) Not being used to carry persons or property for a charge. 15. NON -OWNED AIRCRAFT Exclusion 2.g. of Section I — Coverage A — Bodily Injury and Property Damage, does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. 16. BROAD KNOWLEDGE OF OCCURRENCE You must give us or our authorized representative notice of an 'occurrence," offense, claim, or "suit' only when the 'occurrence," offense, claim or "suit' is known to : (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or (4) A manager, if you are a limited liability company. 17. NOTICE OF OCCURRENCE The following is added to paragraph 2. of Section IV — Commercial General Liability Conditions — Duties in The Event of Occurrence, Offense Claim or Suit: Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense, claim or "suit' and that failure is solely due to your reasonable belief that the "bodily injury" or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this 'occurrence," offense, claim or "suit' to us as soon as you are aware that this insurance may apply to such 'occurrence," offense claim or "suit." 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Based on our reliance on your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. Page 6 of 7 ate► 19. EXPECTED OR INTENDED INJURY Exclusion a. of Section I — Coverage A — Bodily Injury and Property Damage Liability is replaced by the following: a. 'Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting G -144294-C99 (Ed. 12/06) G -144294-C99 (Ed. 12/06) from the use of reasonable force to protect persons or property. 20. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage provided under this endorsement without an additional premium charge, your policy will automatically provide the additional coverages as of the date the revision is effective in your state. Page 7 of 7 POLICY NUMBER: COMMERCIAL AUTO CA 20 01 03 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM . MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: nature Of Authorized Name: Title: Signature: Date: CA 20 01 03 06 © ISO Properties, Inc., 2005 Page 1 of 3 0 SCHEDULE Insurance Company: Policy Number: Effective Date: Expiration Date: Named Insured: Address: Additional Insured (Lessor): Address: Designation Or Description Of "Leased Autos": Coverages Limit Of Insurance Liability $ Each "Accident" Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus Comprehensive $ Deductible For Each Covered "Leased Auto" Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus Collision $ Deductible For Each Covered "Leased Auto" Specified Actual Cash Value Or Cost Of Repair Whichever Is Less, Minus Causes Of Loss $ Deductible For Each Covered "Leased Auto" Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any 'leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a 'leased auto" designated or described in the Schedule, Who Is An Insured is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "in- sured" only for "bodily injury" or "property dam- age" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "em- ployee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. Page 2 of 3 © ISO Properties, Inc., 2005 CA 20 01 03 06 0 3. The coverages provided under this endorse- ment apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the 'leased auto", whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for 'loss" to a 'leased auto". 2. The insurance covers the interest of the lessor unless the 'loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premi- ums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the les- sor. CA 20 01 03 06 © ISO Properties, Inc., 2005 Page 3 of 3 0 Exhibit C WARRANTY AND RETURN INFORMATION �O Apollo Ydeo Technology Warranty and Return Information This Apollo Video (hereinafter Apollo) product has been manufactured in accordance with high quality standards and when it is used in the manner intended, it has a limited warranty against defects in material or workmanship for a period of two (2) years This warranty commences on the date equipment is received, unless Apollo Video is responsible for the installation of the equipment; in which case this warranty commences on the date of installation acceptance. During the warranty period, at its discretion, Apollo will repair or replace without charge, any merchandise proven to be defective in material or workmanship. Repair of a defective product is contingent upon availability of replacement parts. Should Apollo be unable to obtain replacement parts, Apollo will, at its option replace the equipment with a comparable product. Product Returns: If you are not fully satisfied with any Apollo product it may be returned in its original condition within 60 days of receipt for refund or replacement. Products will only be accepted for return with an Apollo supplied RMA (Return Material Authorization) number, and if returned within 60 days of delivery or acceptance. Items must be returned in original packaging with all provided documentation included. Apollo will issue a refund or replacement as requested, however refund returns are subject to a restocking fee. Refunds shall not be provided for damaged, non -repairable products. All shipping, delivery and installation charges will be excluded from the refund. Instructions for obtaining repair or return service: 1. All goods must be returned with a valid RMA number. To request authorization by phone, contact Contractor's toll-free technical support at: 888-AVT- USA1 (888.288.8721) and select option 2. County may also request an RMA from Contractor's website: http://www.apollovideotechnology.com/tech-suppo or send a request by email: tech@avollovideo.com Be prepared to provide the following information: • Your name, company or agency name, telephone number, email and physical shipping address • Part or model number of the product • Serial number and quantity of each product • Description of the defect or repair requested 2. Package your return carefully, using the original boxes and packaging material if possible. Apollo Video is not responsible for items damaged in transit. 3. Label the outside of the box with the RMA number obtained. 4. Ship the package freight to: Apollo Video Technology Attn: RMA # 24000-35`h Ave SE — Bothell, WA 98021 If your repair is urgent, use expedited freight. Expedited packages will be returned using the same urgency (and freight delivery days) in which it was received. 20 Failure to comply with this procedure may result in a processing delay. Apollo reserves the right to refuse any package that has not been previously approved with a RMA number for return Products that are found to be in -warranty will be repaired or replaced, tested, and returned (freight paid by Apollo Video). For out of warranty products, the repair department will contact you with an estimated cost of the repair. If a repair is approved, a purchase order or credit card payment for parts, labor and return freight is required. The product will then be repaired or replaced, tested and returned. NOTE: Even items that are under warranty may incur repair and/or replacement costs due to damage or misuse (Refer to following: LIMITATION OF WARRANTY). A charge may also be incurred if a product is returned and found to be free of defects. LIMITATION OF WARRANTY This warranty covers normal use and does not cover damage which occurs in shipment or failure which results from alteration, accident, misuse, neglect, voltage fluctuations, lightening, water damage, (or other acts of nature), faulty installation or adjustment of controls, interfacing with non-standard or custom equipment, or improper maintenance. This warranty also does not cover normal wear and tear of equipment, including, but not limited to broken connectors, broken or scratched housings or cases, frayed wires, etc. Equipment or devices that Apollo product is connected or mounted to is not covered under warranty and Apollo is not responsible for malfunctions that might occur with the installation of such equipment. NOTE: Apollo is not responsible for the removal or installation of equipment or components regardless of cause. Except as herein expressly set forth and to the maximum extent permitted by applicable law, Apollo or any of its employees shall not, under any circumstances, be responsible for any direct, indirect, incidental or consequential damages, including, but not limited to, damage to the equipment or injury caused by contact with the equipment. Caution should be taken with any device installed in a moving vehicle that could cause damage or personal injury in the event of a collision or violent maneuvers. Apollo Video makes no other warranties, express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non -infringement. Removal or alteration of the serial number will void this warranty. ALL RETURNS MAYBE SUBJECT TO A 20% RE -STOCKING FEE FCC Statement This equipment has been tested and found to comply with the limits for a Class A digital device, pursuant to Part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference when the equipment is operated in a commercial environment. This equipment generates, uses, and can radiate radio frequency energy and, if not installed and used in accordance with the instruction manual, may cause harmful interference to radio communications. Operation of this equipment in a residential area is likely to cause harmful interference, in which case the user will be required to correct the interference at his or her own expense. Properly shielded and grounded cables and connectors must be used in order to meet FCC emission limits. Apollo is not responsible for any radio or television interference caused by using other than recommended cables and connectors or by unauthorized changes or modifications to this equipment. Unauthorized changes or modifications could void the user's authority to operate the equipment. This device complies with Part 15 of the FCC rules. Operation is subject to the following two conditions: (1) this device may not cause harmful interference, and (2) this device must accept any interference received, including interference that may cause undesired operation. 21