HomeMy WebLinkAboutC17-297 Clever DevicesAGREEMENT FOR EQUIPMENT AND/OR MATERIALS BETWEEN
EAGLE COUNTY, COLORADO
AND
CLEVER DEVICES
THIS AGREEMENT ("Agreement") is effective as of the 08/17/2017 , by and between
Clever Devices, LTD a New York Corporation (hereinafter "Vendor") and Eagle County, Colorado, a
body corporate and politic (hereinafter "County").
RECITALS
WHEREAS, County desires to install the Intelligent Vehicle Network ("IVN") System on three ECO
Transit 40 foot Gillig buses, which installation requires the bus -type engineering of new vehicles with
new IVN equipment installed ("Project") and
WHEREAS, Vendor will provide installation services at the ECO Transit Maintenance Service Center
located at 3289 Cooley Mesa Rd., Gypsum, Colorado (the "Property"); and
WHEREAS, Vendor is authorized to do business in the State of Colorado and has the time, skill,
expertise, and experience necessary to provide the equipment and/or materials as set forth below in
paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Vendor and County in connection with
the procurement of equipment and/or materials.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Vendor and County
agree as follows:
1. Equipment and Service. Vendor agrees to procure the materials, equipment and/or products
identified as the IVN System Retrofit Components ("Equipment") necessary for the Project and agrees to
diligently provide all services, labor, personnel and materials necessary to perform and complete the
procurement, bus -type engineering and installation services described in Exhibit A, which is attached
hereto and incorporated herein by reference, and as further described herein ("Services"). The Services
shall be performed in accordance with the provisions and conditions of this Agreement.
a. The retrofit of new equipment onto three new Gillig 40 foot buses will include the
following:
i. The three new Gillig Bus vehicles require the ITS harness be supplied and installed
by Clever Devices.
C 17-297
ii. Vendor will provide Auto Vehicle Maintenance ("AVM") data dictionary based on
the new vehicle type.
iii. Vendor will be responsible for adding a new Clever Devices bus type for these buses
if a current bus type is not adequate.
iv. Vendor will be responsible for adding the three new vehicles to the AVM, BusLink,
Clever CAD, CleverReports and other Clever Devices software applications currently
utilized by ECO Transit.
V. The install will be an upgrade to the Clever Devices IVN4 and Hella APC to the
previously used IVN3 and Clever Devices APC system
b. All components in Item 1 of Exhibit A will be installed by Vendor on the three new
Gillig Bus vehicles at the Property.
C. Vendor agrees to furnish the Equipment and Services no later than August 31, 2017 and
in accordance with the schedule established in Exhibit A. If no completion date is
specified in Exhibit A, then Vendor agrees to furnish the Services in a timely and
expeditious manner consistent with the applicable standard of care. By signing below
Vendor represents that it has the expertise and personnel necessary to properly and
timely perform the Services.
d. In the event of any conflict or inconsistency between the terms and conditions set forth in
Exhibit A and the terms and conditions set forth in this Agreement, the terms and
conditions set forth in this Agreement shall prevail.
e. County shall have the right to inspect all Equipment. Inspection and acceptance shall not
be unreasonably delayed or refused. In the event County does not accept the Equipment
for any reason in its sole discretion, then Vendor shall upon County's request and at no
charge to County:
i. take the Equipment back;
ii. exchange the Equipment; or
iii. repair the Equipment.
2. County's Representative. The ECD Transit Department's designee shall be Vendor's contact
with respect to this Agreement.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and
subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the
December 31, 2017.
4. Extension or Modification. Any amendments or modifications shall be in writing signed by both
parties. No additional Equipment shall be provided by Vendor unless and until Vendor has obtained
written authorization and acknowledgement by County for such additional equipment in accordance with
County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal
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Eagle County Materials and Equipment Agreement 5114
change orders, express or implied acceptance of alterations or additions to the Equipment, and no claim
that County has been unjustly enriched by any Equipment, 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 equipment is not timely
executed and issued in strict accordance with this Agreement, Vendor's rights with respect to such
additional equipment shall be deemed waived and such failure shall result in non-payment for such
additional equipment.
5. Compensation. County shall compensate Vendor for the Equipment and Services in a sum
computed and payable as set forth in Exhibit A. The Equipment under this Agreement shall not exceed
$80,475.00.
a. Payment will be made for Equipment and Services satisfactorily delivered and accepted by
County within thirty (30) days of receipt of a proper and accurate invoice from Vendor and in
accordance with Exhibit A. All invoices shall include detail regarding the Equipment and
such other detail as County may request.
b. If, at any time during the term or after termination or expiration of this Agreement, County
reasonably determines that any payment made by County to Vendor was improper because
the Equipment for which payment was made were not provided as set forth in this
Agreement, then upon written notice of such determination and request for reimbursement
from County, Vendor shall forthwith return such payment(s) to County. Upon termination or
expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith
be returned to County.
c. County will not withhold any taxes from monies paid to the Vendor hereunder and Vendor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to
payments made pursuant to the terms of this Agreement.
d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Vendor in respect
of any period after December 31 of any year, without an appropriation therefor by County in
accordance with a budget adopted by the Board of County Commissioners in compliance
with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law
(C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X,
Sec. 20).
b. Subcontractors. Vendor acknowledges that County has entered into this Agreement in reliance
upon the particular reputation and expertise of Vendor. Vendor shall not enter into any subcontractor
agreements for the performance of any of the Services or additional services without County's prior
written consent, which may be withheld in County's sole discretion. County shall have the right in its
reasonable discretion to approve all personnel assigned to the subject Project during the performance of
this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be
assigned to the Project. Vendor shall require each subcontractor, as approved by County and to the extent
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Eagle County Materials and Equipment Agreement 5114
of the Services to be performed by the subcontractor, to be bound to Vendor by the terms of this
Agreement, and to assume toward Vendor all the obligations and responsibilities which Vendor, 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 Vendor and Vendor shall cooperate in
such process. The Vendor shall be responsible for the acts and omissions of its agents, employees and
subcontractors.
7. Insurance. Vendor agrees to provide and maintain at Vendor'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
$1,000,000 aggregate limits.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to
include Eagle County, its associated or affiliated entities, its successors and
assigns, elected officials, employees, agents and volunteers as additional
insureds. A certificate of insurance consistent with the foregoing requirements is
attached hereto as Exhibit B.
ii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iii. 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.
iv. Vendor is not entitled to workers' compensation benefits except as provided by
the Vendor, nor to unemployment insurance benefits unless unemployment
compensation coverage is provided by Vendor or some other entity. The Vendor
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Eagle County Materials and Equipment Agreement 5114
is obligated to pay all federal and state income tax on any moneys paid pursuant
to this Agreement.
S. Indemnification. The Vendor 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 Vendor or any of its subcontractors
hereunder; and Vendor 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 Vendor. This paragraph shall survive expiration or termination hereof.
9. Documents. Vendor shall execute any bill of sale or other documents required by County to
transfer title of the Equipment to County. Vendor shall provide copies of any instruction or operations
manuals and shall further provide copies of any manufacturers warranties associated with the Equipment.
All documents (including electronic files) and materials obtained during, purchased or prepared in the
performance of the Services shall remain the property of the County and are to be delivered to County
before final payment is made to Vendor or upon earlier termination of this Agreement.
10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i)
personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii)
when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their
respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide
facsimile machine or other confirmation showing the date, time and receiving facsimile number for the
transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its
address for purposes of this paragraph by giving five (5) days prior written notice of such change to the
other party.
COUNTY:
Eagle County, Colorado
Attention: Lance Trujillo
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-3440
Facsimile: 970-328-3529
E -Mail: lance.trujillo@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
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Eagle County Materials and Equipment Agreement 5114
Telephone: 970-38-8685
Facsimile: 970-328-8699
E -Mail: atty@eaglecounty.us
VENDOR:
Tony Kendall
Clever Devices
300 Crossways Park Drive
Woodbury, NY 11797
Telephone: 516- 43 3-6 100
Facsimile: 516433-5088
E -Mail: tkendatt@cleverdevices.com
11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any
reason, with or without cause, and without penalty therefor with thirty (30) calendar days' prior written
notice to the Vendor. Upon termination of this Agreement, Vendor shall immediately provide County
with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return
all County owned materials and documents in the possession of Vendor, if any. County shall pay Vendor
for Equipment satisfactorily inspected and accepted to the date of termination.
12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to
this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado,
which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and
interpreted under and shall be governed by the laws of the State of Colorado.
13. Execution by Counterparts; Electronic Si airy. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the
same instrument. The parties approve the use of electronic signatures for execution of this Agreement.
Only the following two forms of electronic signatures shall be permitted to bind the parties to this
Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the
image of the signature of an authorized signer inserted onto PDF format documents. All documents must
be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform
Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
14. Other Contract Requirements and Vendor Representations.
a. Vendor has familiarized itself with the intended purpose and use of the Equipment and
Services to be provided hereunder, the intended use of such Equipment by County, and with all local
conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost,
progress, or Equipment.
b. Vendor will make, or cause to be made, examinations, investigations, and tests as he
deems necessary for the performance of this Agreement.
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Eagle County Materials and Equipment Agreement 5114
C. The fact that the County has accepted or approved the Equipment shall not relieve
Vendor of any of its responsibilities. Vendor represents and warrants that it has the expertise and
personnel necessary to properly perform the terms of this Agreement. Vendor shall provide appropriate
supervision to its employees to ensure the performance in accordance with this Agreement. Vendor will
provide the Equipment in a skillful, professional and competent manner and in accordance with the
standard of care applicable to vendors supplying similar equipment.
d. Vendor warrants merchantability and fitness of the Equipment for its intended use and
purpose -
e. Vendor hereby represents and warrants that the Equipment will be new and guarantees all
Equipment against defects for a period of one (1) year from the date the Equipment is accepted by
County, or such longer period as may be provided by the law or as otherwise agreed to by the parties.
f. All guarantees and warranties of Equipment furnished to Vendor by any manufacturer or
supplier are for the benefit of County. If any manufacturer or supplier of any Equipment furnishes a
guarantee or warrantee for a period longer than one (1) year, then Vendor's guarantee or warrantee shall
extend for a like period as to such Equipment.
g. Vendor warrants that title to all Equipment shall pass to County either by incorporation
into the County facility or upon receipt by Vendor of payment from County (whichever occurs first) free
and clear of all liens, claims, security interests or encumbrances. Vendor further warrants that Vendor (or
any other person performing the Services) purchased all Equipment free and clear of all liens, claims,
security interests or encumbrances. Notwithstanding the foregoing, Vendor assumes all risk of loss with
respect to the Equipment until County has inspected and approved the same.
h. Within a reasonable time after receipt of written notice, Vendor shall correct at its own
expense, without cost to County, and without interruption to County:
L Any defects in Equipment which existed prior to or during the period of any
guarantee or warranty provided in this Agreement; and
defects.
ii. Any damage to any property caused by such defects or the repairing of such
L Guarantees and warranties shall not be construed to modify or limit any rights or actions
County may otherwise have against Vendor in law or in equity.
j. Vendor 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.
k. This Agreement constitutes an agreement for performance by Vendor as an independent
Contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to
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Eagle County Materials and Equipment Agreement 5114
create a relationship of employer-employee, master -servant, partnership, joint venture or any other
relationship between County and Vendor except that of independent Vendor. Vendor shall have no
authority to bind County.
1. Vendor represents and warrants that at all times in the performance of the Agreement,
Vendor shall comply with any and all applicable laws, codes, rules and regulations.
in 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.
n. Vendor 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.
o. 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.
p. 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.
q. The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision hereof.
r. The signatories to this Agreement aver to their knowledge no employee of the County has
any personal or beneficial interest whatsoever in the Equipment described in this Agreement. The Vendor
has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the
performance of the Agreement and Vendor shall not employ any person having such known interests.
S. The Vendor, if a natural person eighteen (18) years of age or older, hereby swears and
affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United
States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to
the effective date of this Agreement.
15. Prohibitions on Government Contracts.
As used in this Section 15, the term undocumented individual will refer to those individuals from
foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Vendor has
any employees or subcontractors, Vendor shall comply with C.R.S. 8-17.5-101, et. seq., and this
Agreement. By execution of this Agreement, Vendor certifies that it does not knowingly employ or
contract with an undocumented individual who will perform under this Agreement and that Vendor will
participate in the E -verify Program or other Department of Labor and Employment program
("Department Program") in order to confirm the eligibility of all employees who are newly hired for
employment to perform Services under this Agreement.
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Eagle County Materials and Equipment Agreement 5114
a. Vendor shall not:
i. Knowingly employ or contract with an undocumented individual to perform
Services under this Agreement; or
ii. Enter into a subcontract that fails to certify to Vendor that the subcontractor shall
not knowingly employ or contract with an undocumented individual to perform work under the public
contract for services.
b. Vendor has confirmed the employment eligibility of all employees who are newly hired
for employment to perform Services under this Agreement through participation in the E -Verify Program
or Department Program, as administered by the United States Department of Homeland Security.
Information on applying for the E -verify program can be found at:
http://www.dhs.pv/xprevpMt/prog[arrLs/ge _ 11$5221678150. shim
C. Vendor shall not use either the E -verify program or other Department Program
procedures to undertake pre-employment screening of job applicants while the public contract for services
is being performed.
d. If Vendor obtains actual knowledge that a subcontractor performing work under the
public contract for services knowingly employs or contracts with an undocumented individual, Vendor
shall be required to:
i. Notify the subcontractor and County within three (3) days that Vendor has actual
knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three days of receiving
the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop
employing or contracting with the undocumented individual; except that Vendor shall not terminate the
contract with the subcontractor if during such three (3) days the subcontractor provides information to
establish that the subcontractor has not knowingly employed or contracted with an undocumented
individual.
e. Vendor shall comply with any reasonable request by the Department of Labor and
Employment made in the course of an investigation that the department is undertaking pursuant to its
authority established in C.R.S. 8-17.5-102(5).
f. If Vendor 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,
Vendor shall be liable for actual and consequential damages to County as required by law.
g. County will notify the Colorado Secretary of State if Vendor violates this provision of
this Agreement and County terminates the Agreement for such breach.
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Eagle County Materials and Equipment Agreement 5114
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year First set Forth
above.
Attest:
By:
.............
Regina O'Brien, Clerk to the Board
COUNTY OF EAGLE, STATE OF COLORADO, 8y
and Thmugh It,;BOARD OF COUNTY
COMMISSIONERS
By:
Jillian H. Ryan, Chair
V EN.DOR
By: f —
Print Name: �zkw�o�
Title: C-00, --
1 ()
Eagle Co MawHals and E,quipawni Agm,,mwnt S'i4
EXHIBIT A
SCOPE OF SERVICES, SCHEDULE, FEES
Item
Qty
Description
Unit Price
Extended
Price
1
3
Retrofit 3Gillig PreWired Buses
$26,825.00
$80,475.00
-Includes:
-I VN4 Controller
-Mounting Bracket
-Kit, IVN Bracket Ground Hardware
-Antenna, Multi -Band, 5 Element
-Gasket, Antenna Ground Plane
-Plate, Antenna Ground Plane
-Cable, GPS, WLAN, Cellular Antennas
-Harness Assembly
-Transit Control Head (TCH) & Swivel Mount
-Cable, DVI -I Dual Link
-Plate, Pedestal Mount
-LED Sign & Bracket
-PA Controls 1 AVC Microphone
-AudioSears Unibody Handset
-Cable Assembly, EA/AUX Switch
-Counter, LAN only, Hella APC
-Coupler, Panel Mount CAT5e
-Cable, M12 (D) 90 Degree
-Cable Assembly, 2DR, 2 -Sensor
-Mounting Bracket, Hella APC
-Cover APC Hella
-Kit, Installation Hardware
-Installation
-Design, Configuration, and Testing
-1 Year Warranty
All travel expenses
Total
$50,475.00
Payment Milestones:
• 10% upon mutual agreed schedule of installation date
• 20% upon receiving shipment of material
• 50% upon install and testing
• 20% final acceptance
ii
Eagle County Materials and Equipment Agreement 5114
Software License
REQUIREMENT FOR END-USER LICENSE AGREEMENT
• Any entity procuring Clever Devices Ltd ("Clever Devices") licensed products which is not the
end-user of the licensed product ("Non End -User"), such as but not limited to an Original
Equipment Manufacturer to which Clever Devices is a supplier, is obligated to provide Clever
Devices with the End -User License Agreement (covering the software licenses associated with
the contents of this quotation/proposal) signed by an authorized official of the End -User. Failure
by a Non End -User to provide such a properly executed Clever Devices End -User License
Agreement to Clever Devices shall make the Non End- User liable for any misappropriation or
misuse of Clever Devices' products. This section shall survive the termination of the
Agreement.
OBLIGATIONS OF NON END-USER PROCURING ENTITIES
■ Non End -Users are granted the right to install the licensed products and to test their functionality
in the End -User designated space or equipment. Non End -Users do not have licenses to otherwise
use or operate Clever Devices' products and no other licenses or rights to use are provided or
implied by this Agreement
Clever Devices Warranty Policy
Clever Devices' warranty obligations are limited to the terms set forth below:
1) NEW MANUFACTURED PRODUCTS LIMITED WARRANTY
a) Clever Devices guarantees for a period of one (1) year from original factory shipment
that each product is free from defects in material and workmanship.
b) If the product fails to operate as specified and has not been tampered with or abused
during this warranty period, Clever Devices or its authorized service agents shall either
repair or replace any defective part or the product free of charge. Clever Devices will
supply new replacement products for items found to be defective during the original
warranty period.
c) Bench fees will apply to any product received by Clever Devices with no -trouble -found.
Products returned with failures caused by improper use or installation will be repaired
and the appropriate charges will apply. Such services by Clever Devices shall be the
original purchaser's sole and exclusive remedy. Clever Devices shall not be responsible
for the cost of removal or installation of warranted products unless a prior written
agreement has been reached at the time of the original purchase contract. Clever Devices'
labor rate table will apply for all product replacement time.
d) Clever Devices will repair or replace, at Clever Devices' option, any defective product
under warranty. Clever Devices will not honor credit requests on any defective used
product. Product repair or replacement will be the only option available to the original
Purchaser. At the discretion of Clever Devices, limited quantities of restockable, unused
product may be returned for credit. The product must be unused and in the original
unopened containers. A 25% restocking fee will be charged and a credit will be issued
only after the product has been received and inspected.
e) 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 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 Authorized Technician (d)
to a product or a part that has been modified without the written permission of Clever
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Eagle County Materials and Equipment Agreement 5114
Devices or (e) if any of Clever Devices' serial number has been removed or defaced, or
(l7 expendable or consumable parts, such as batteries and flashcards.
f) Clever Devices 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.
2) WARRANTY REPAIR POLICY
a) A replacement or repaired product assumes the remaining warranty of the original
product or 90 days, whichever provides longer coverage for the original purchaser. When
a product is exchanged, any replacement product becomes the original purchaser's
property and the replaced product becomes Clever Devices' property.
3) OBTAINING WARRANTY SERVICE
a) The original purchaser is responsible for returning any defective products to Clever
Devices after obtaining a Returned Merchandise Authorization (RMA) number from
Clever Devices' Customer Service Department at 888-478-3359. No products will be
accepted without an RMA number. When requesting an RMA number, be sure to have
the serial number of the equipment available.
b) The original purchaser must package the product properly for return shipment. Clever
Devices is not responsible for any damage to the product caused during transit or for any
package lost by the shipping company.
c) The original purchaser assumes all cost in shipping the defective product to Clever
Devices and Clever Devices will assume the cost in shipping back to the customer. All
replacement/repaired products are shipped UPS Ground unless a rush is requested. The
cost of shipping using any mode other than UPS Ground is to be paid by the original
purchaser.
Ship to:
Clever Devices Ltd.
Attn: Service Department RMA #
300 Crossways Park Drive
Woodbury, NY 11797
Clever Devices Return and Exchange Policy
1) RETURNS. Clever Devices does not accept returns without a Returned Material Authorization.
Custom-built equipment or merchandise specifically ordered for you is not returnable. Where
return of unused merchandise is at the request or convenience of the customer, a 25% restocking
fee will be charged. No unused merchandise will be accepted for return later than thirty (30) days
after shipment. All returned merchandise shall be sent freight prepaid and properly insured by the
customer. Clever Devices reserves the right to select the method of shipment. Should you receive
merchandise damaged in shipment, it is your responsibility to file a damage claim immediately
with the delivery carrier.
Clever Devices Non -warranty Service Policy
1) NON -WARRANTY REPAIR POLICY
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Eagle County Materials and Equipment Agreement 5114
a) Non -warranty repairs made by Clever Devices carry a limited repair warranty of 90 days on
services and replacement parts only. Defects in our repair work or any parts replaced will be
corrected at no charge if the defect occurs within 90 days from shipment from our facility.
2) FIELD SERVICE
a) Field service calls will be made to customer's facility upon request. Time, expenses, and
materials will be charged, as outlined below, unless other arrangements are made in advance.
Field Service is treated as any repair. All travel must be pre -approved and is based upon
actual prevailing airfare, hotel/motel rooms and Per Diem rates. Contact Clever Devices 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 IRS allowable rates + Clever Devices' allowable burdens.
Personal Expenses Per Diem rates
Basic Rates 150.00** per hour for actual time in customer's plant, plus a flat
rate for round-trip travel time.
Miscellaneous Actual charges for other necessary items such as tolls, parking
and freight charges*.
* Charges may be subject to a 12% administrative fee.
** Rates may vary because of weekend/holiday rates, the type of service required, a previously negotiated
rate and/or personnel involved.
3) NON -CLEVER DEVICES PRODUCT RECEIVED FOR REPAIR. Product received for repair
that were not manufactured or supplied by Clever Devices will be logged in and Clever Devices
will require that the customer supply us with their shipper number in order to return the product.
Such product will be held for a period of up to 90 days and will then be subject to discard, unless
alternative arrangements have been agreed to in advance.
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Eagle County Materials and Equipment Agreement 5114
EXHIBIT B
INSURANCE CERTIFICATES
15
Eagle County Materials and Equipment Agreement 5114
CLEVE-1 OP ID: DB
,d►��RO CERTIFICATE OF LIABILITY INSURANCE 1
DATE(MMI04!2412201 017YI
T
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 WAIVER, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
INSIGHT COMPANIES INC. NAME: Donna Renins
225 Old Country Road No Wing PANr�c°NN . Ext}: 631-353-0500 1 (AIC No): 631-393-0505
Melville, NY 11747 AD
John R. Keane ADDRESS. DHarms@insightins.com
WSURE AFFORDING COVERAGE NAIC N
INSURERA. Federal Insurance Company 20281
INSURED Clever Devices, Ltd. INsuRER6:Great Northern Insurance Co. 20303
300 Crossways Park Drive INsuRER c: Chubb Indemnity Insurance Co. 41386
Woodbury, NY 11797
INSURER D. Ace American Insurance Company 22667
INSURER E :
INSURER r:
COVERAGES CERTIFICATE NUMBER- REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO
WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1S SUBJECT TO ALL
THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
Attn: Lance Trujillo
INSR TYPE OF INSURANCE DL WVQAOsU8POLICY NUMBER MMIDD1ICY EFF MMLDI DNCY YVP
LTR
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$ 1,000,00
A
X COMMERCIAL GENERAL LIABILITY
X
X
3602-861$
1010712016
1010712017
PAMAGE TO RENTED
REMISES(Ea occurrence)
$ 300,00
CLAIMS -MADE I X OCCUR
MED EXP (Anyone person)
$ 10,00
X Contract Liab
PER SONALa ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMPIOP AGG
$ 1,000,00
$ 2,000,00
$ 2,000,00
X PER PROJECT/LOC A
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY X PRO LOC
Emp Ben.
$ 1,000,00
AUTOMOBILE LIABILITY
COMBIBINE ntjSINGLE LIMIT
$ 1,000,00
BODILY INJURY (Per person)
$
B
X ANY AUTO
7358-52-17
1010712016
1010712017
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY (Per accldent)
$
X J( NON -OWNED
PROPERTY DAMAGE
$
HIRED AUTOS AUTOS
PER ACCIDE
$
X UMBRELLA LIAB ]( OCCUR
EACH OCCURRENCE
$ 10,000,00
A EXCESS LIAR CLAIMS -MADE' 7588-60-45
10107/2016
1010712017
AGGREGATE
$ 10,000,00
$
DED x RETENTION $ 10,000
WORKERS COMPENSATIONWC
STATU- OTH-
X
AND EMPLOYERS' LIABILITY YIN
TORY LIMITS E
C ANY PROPRIETORIPARTNERIEXECUTIVE
17175-03-40 10/07/2016 1010712017
E.L. EACH ACCIDENT
$ 1,000,00_
OFFICER/MEMBER EXCLUDED? ❑
(Mandatory in NH)
N I A
E.L. DISEASE - EA EMPLOYEE
$ 1,000,00
If yyeess describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
D Professional 625542939002 04123/2017 0412312018
Profess.
5,000,000
I
Dad.
25,000
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
Eagle County, Colorado is included as an additional insured. General
Liability is on a primary and non-contributory basis when required by
written and executed contract.
('-FRTIFIC:ATF Hot nFR C_AN('FI I ATinN1
EAGLECO
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Eagle County, Colorado
THE EXPIRATION DATE THEREOF, NOTICE VJILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Lance Trujillo
500 Broadway, PO BOX. 850
Eagle, CO 81631
AUTHORIZED REPRESENTATIVE
x.1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD
NOTEPAD: HOLDER CODE EAGLECO CLEVE-t PAGE Z
INSIIREVS NAME Clever Devices, Ltd. OP ID: DB ❑,rP 04124120V
Additional Insured and/or Waiver of Subrogation if shown on this
ificate are added provided this status is required by a written and
;uted contract.