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 2 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 3 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 4 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 5 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. 6 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 7 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. 8 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. 9 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 12 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 13 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. 14 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.