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HomeMy WebLinkAboutC17-418 DBT Transportation Systems LLCAGREEMENT FOR SERVICES BETWEEN EAGLE COUN'T'Y, COLORADO AND DBT TRANSPORTATION SERVICES, I.C. THIS AGREEMENT ("Agreement") is effective as of JANUARY t, 20t8 by and between DBT TRANSPORTATION SERVICES a LIMITED LIABILITY COMPANY (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, the County desires to have Contractor perform aviation support and preventive maintenance and, if necessary, perform equipment restoration and repair services for navigational aids and tower equipment on an on- call basis (the "Project") at the Eagle County Regional Airport (the "Airport"), Gypsum, Colorado (the "Facility"); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than December 31, 2018 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. 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. 2. County's Representative. The Airport Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of -he Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 1 1 hereof, shall continue in full force and effect through the 31 st day of DECEMBER, 2O 18. C17-418 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing 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. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $52,451.66. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task 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 Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor 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 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. 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 Contractor 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-t-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractor. 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 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. 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 2 Eagle County General Services Final 5/14 Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. 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 $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. Contractor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. 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. V. 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. 8. Indemnification. 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 3 Eagle County General Services Final 5/14 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. 9. Ownership of Documents. 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 Contractor 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. [010HO r'/I Eagle County, Colorado Attention: Andy Solsvig 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-2649 Facsimile: 970-328-2687 E -Mail: andy.solsvig@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONTRACTOR: DBT Transportation Services, LLC Attention: Nancy Thomsen 2655 Crescent Drive, Ste A-1 Lafayette, CO 80026 Telephone: 970-237-3521 Facsimile: 970-237-3524 nthomsen@dbitranserv.com t t. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as. County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 4 Eagle County General Services Final 5/14 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. B. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, CRS. 24-71.3401 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. C. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. C. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. 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. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. 5 Eagle County General Services Final 5/14 h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. 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. j. 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. k. 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. 1. 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. in. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. 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. o. The Contractor, if a natural person eighteen (1 S) 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 within the United States as set forth in C.R.S. 5-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R-S. 5-17.5-10t, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: 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 Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor 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 6 Eagle County General Services Final 5/14 Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: httos://www.uscis.aov/e-verify C. Contractor 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 Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor 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 Contractor 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. C. Contractor 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 Contractor 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, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 7 Eagle County General Services Final 5/14 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, B y and Through Its BOARD OF COUNTY COMMISSIONERS By: cT�aw 4l-aw Jillian H. Ryan, Chair CONTRACTOR: DBT TRAEN,� �.�«ri ° �;�, CES, LLC. �Cucty �ia�cQP,s2 By Print Name: ------------- Nancy Thomsen _---- ----- Title: Executive VP 8 Eagle County General Services Final 5/14 SCOPE OF SERVICES, SCHEDULE, FEES Eagle County General Services Final 5/14 TRANSPORTATION SERVICES AVIATION SUPPORT AND MAINTENANCE SERVICES Order and Pricing Schedule DBT Transportation Services 2655 Crescent Drive, Ste A-1 Lafayette, Colorado 80026 .com Customer: Eagle County Eagle Airport {EGE) Sox 850 Eagle, CO 81631 Email: This Order and Pricing Schedule is incorporated by reference into the Agreement for Transportation Services and Maintenance between the parties, and the Statement of Work, and made a part thereof. The Effective Date of this Abreemeni is January 1 70 18 The Terni of this Agreement shall be for a period of 1 year(s) from the Ef ective Date. Services (check as applicable) Parts Excluded ® Periodic/Pre-Season Maintenance 3 trips 8 Ec ui meat Restoration Unlimited B Data Service — Equipment Manufacturer/Model Equipment Manufacturer/Model 8 VOR Thales ❑ RWIS M DME AVI 8 RWIS Runway Lx RPU ❑ LOC ❑ NDB ❑ Gs ® Control Tower Radio, Weather, Switch 8 AWOS Vaisala AWOS I ❑ Markers ❑ RVR ❑ Other DBT 2016 Pane l of 2 Statement of Work and Additional Terms Attachment 2: Statement of Work Invoice Contact (Accts. Pavable): Name: Address: Phone: Email: Invoice Instructions: Airport Manager/Authority: Name: Alex Everman Address: 219 Eldon Wilson Road Gypsum, CO 81637 Phone: 970-328-2580 Email: aiex.everman @eaglecounty.us Accepted and agreed to by the duly authorized signatories below. DBT Transp -tation Services By: By: Title: EVP of Sales Title: Date: 1112117 Date: Eagle County DBT 2016 Page 2 of? _� --amiK-11 1 AWOS and Navaid Maintenance Statement of Work TRANSPORTATION SERVFCES 1. Description of Equipment Services 1.1 Periodic Maintenance consists of such periodic routine tests and adjustments as may be required by the equipment manufacturer and by the FAA for non -Federal facilities in accordance with 14 C.F.R Part 171 and AC 150/5220-16C as they may be modified or superseded from time to time. 1.2 Equipment Restoration. In the event of an unplanned equipment failure or outage, DBT Transportation Services shall notify the customer as to the restoration plan of action within one (1) business day after the outage is reported and complete restoration services in a reasonable prompt manner. Diagnosis may be performed remotely and render the system inoperable until which time replacement equipment/parts can arrive to Customer's site. Repairs required due to Acts of God, lightning, vandalism, etc. are excluded and will be billed at the Unplanned Outage price. 1.3 All services provided by DBT shall be performed by qualified field technicians having all required certifications and licenses required by the FAA and OSHA. DBT will also maintain a full Aviation Products and Liability Insurance policy for the term of the contract. 1.4 DST shall record test results in a station log and maintain the required 6000 series records, copies of which will be provided to the FAA as required. 1.5 DBT shall make a best effort to maintain and repair all equipment. Customer acknowledges that components and equipment under contract may be obsolete rendering repair or restoration of equipment impossible. 2. Testing Equipment and Replacement Parts — Navaids Only 2.1 Customer shall at its own expense furnish, maintain and calibrate test equipment in accordance with FAA requirements. 2.2 Customer shall maintain at its own expense an inventory of replacement parts for the Equipment to be utilized by DBT when providing service under this Agreement. In the event parts necessary for maintenance or restoration of the Equipment are not available in Customer's Inventory, DST will provide such part(s) and invoice the Customer for required part(s). If customer does not have the necessary spare parts available for use in restoring the Equipment, DST reserves the right to charge $1500 for a return trip charge. 3. Customer Responsibilities 3.1 Customer shall be responsible for monitoring the status of the systems following maintenance by DBT. 3.2 Customer shall be responsible for providing transportation and/or access for DST personnel between the airport office and the location of the Equipment. 3.3 Customer shall be responsible for providing security in and around the Equipment to be maintained under the Agreement. 3.4 Customer shall be responsible for any loss or damage to the Equipment for reasons other than the fault of DBT and for providing any insurance Customer may desire to cover any such loss or damage. 3.5 Customer shall be responsible for the issuance of all NOTAMS (Notice to Airmen) relating to the status of the facilities to be maintained under this Agreement. 3.6 Customer shall be responsible for maintaining the grounds and buildings associated with the NAVAID (Navigational Aids and Equipment 1n good repair and in compliance with all FAA and all applicable laws. 3.7 Customer shall be responsible for the purchase of all replacement components for AWOS and Navaid equipment. TRANSPORTATION SERVICES RWIS Maintenance Statement of Work Description of Equipment Services. 1.1. Periodic Maintenance consists of inspection, functional checks, adjustments, replacement of failed components and cleaning in accordance with the equipment manufacturer's published guidelines and requirements. DBT Transportation Services will perform one (i) Fre-Season Maintenance check per year at Customer's site and notify customer at least one week in advance of the estimated service time. DBT shall make a report in writing containing observations and actions taken during each Maintenance visit and a copy will be supplied to Customer. 1.2. Equipment Restoration. In the event of an unplanned equipment failure or outage. DBT shall commence restoration work within two (2) business days after the outage is reported and complete restoration services in a reasonable prompt manner. Diagnosis may be performed remotely and render the system inoperable until which time replacement equipment/parts can arrive to Customer's site. Repairs required due to Acts of God, lightning, vandalism, etc. are excluded and will be billed at the Unplanned Outage Fee rate detailed on the Order and Pricing Schedule. A maximum of three (3) restorative trips per year are allowed under contract. If more trips are required. the unplanned outage fee wiII apply. 1.3. All services provided by DBT shall be performed by qualified field technicians and other personnel having all required certifications and licenses required. 2. Customer Responsibilities. 2.1. Customer shall be responsible for monitoring the status of the systems following maintenance by DBT if customer has their own server. 2.2. Customer shall be responsible for providing transportation and/or access for DBT personnel between the airport office and the location of the Equipment; 2.3. Customer shall be responsible for providing security in and around the Equipment to be maintained under the Agreement; 2.4. Customer shall be responsible for any loss or damage to the Equipment for reasons other than the fault of DBT and for providing any insurance Customer may desire to cover any such loss or damage.; 2.5. Customer shall be responsible for maintaining the grounds and buildings associated with Equipment in good repair. 2.6. Customer shall be responsible for purchasing all RWIS repair and/or replacement parts. Customer agrees to pay for any parts DBT uses as part of the periodic maintenance or restorative services provided herein. VAISALA APPENDIX S Vaisala Service Contract Customer DBT Transportation Services LLC 2655 Crescent Drive Suite A- 1 Lafayette, CO USA (reterred to as "the Customer ) Validity of the Contract Contract Number: US0002175SER Start Date: January 01,2018 End Date: December 31,2018 This Contract shall be prolonged by one year at a time after the end date, unless terminated by notice in writing at least sixty (60) days before the expiration of the current Contract period. Agreed Fees for the Services. All fees and reimbursements are exclusive of any value added tax (VAT), sales tax and other applicable taxes or duties. which shall be payable by the Customer in accordance with applicable laws. In case of prolonged Contract, annual fee may be subject to, at maximum, a three percent (3%) increase per year. Customer Contact, commercial Name: Nancy Thomsen Phone: 970.237.3521 Email: whom,,,en a dburrrrlserv.com Vaisala Service Contract Date: 2017-11-02 Contractor Vaisala Inc. 194 South Taylor Avenue Louisville. CO 80027 USA (referred to as "Vaisala") Scope: This Contract covers the agreed service and maintenance ("the Services") of the agreed Weather Observation Systems ("the System") indicated below and more closely specified in Annex 1 Invoicin Schedule: Annuall ][ Semiannual! Quarterly Months Payment Term: 30 days net (Advance) Period Total fee for the Contract (USD) Year 1 $3,918.661YR Year 2 Year3 Year 4 Year 5 Customer Contact, technical Name: Phone: Email: This Contract represents the entire understanding of the parties with respect to the subject matter hereof and, as of its entering into force, supersedes all prior communications, representations and agreements, whether oral or written, with respect to the same subject matter. In all other respects this Contract will be governed by Vaisala General Conditions of Service. The priority order of these documents shall be: 1. This Service Contract; and the following Annexes form an integral part of this Contract: Annex 1: System and Services Annex 2: Service rates and contact methods 2. Vaisala General Conditions of Information Services: nEfo.+rwvw va saEa wn,rye,Sara�oam�„E:.re,, srooc�a3 e- 3. Warranty Terms: hiEp Nwxw vaisaia.comNa�sala9620�Qr�Nnanlslg+och�_rpsy�pQa�asheeEsNVananty odr This Contract is an integral part of Quotation No. 82480-1 On behalf of Customer: On behalf of Vaisala: Name Date I►FT,iTa Date VAISALAAPPENDIX S ANNEX 1: System and Services 1.1 The System covered by this Contract: Vaisala Service Contract Date: 2017-11-02 RPU Description Site ID Service Provided (2) LX RPUs Data Hosting & Cellular 1.2 Services included in this Contract: • 1.2.1 Data Acquisition ■ 1.2.2 Data Storage 1.2.3 Data Processing ■ 1.2.4 Data Dissemination 1.2.1 Data Acquisition Service scope: • Vaisala will take responsibility for the collection of the observational data from the customer's surface weather station(s). Data acquisition is managed using one of two methods; o Data polling - data is actively collected from the surface weather station by polling infrastructure moused at one of the Vaisala data centers. o Data push - data is pushed from the surface weather station through a communication network to one of the Vaisala data centers. Service requirements: Where the customer is responsible for managing their own station communications: ■ The customer must always provide the number of the phone line or of the GSM SIM card. o For CPRS, CDMA enabled SIM cards, the network provider APN and the data number should also be provided. o The customer should manage the performance of the land line and take responsibility for addressing issues with faults that may occur on the line, The customer must also take responsibility for the bill payment for both land line and sim card accounts. 1.2.2 Data Storage Service scope: ■ Data Warehousing - Data is stored for the customer access for the duration of the service contract. Service requirements: • Data is available for the times where data was being reported from the surface weather station(s). • Camera Images are available for live access for up to 5 weeks through the Vaisala Navigator site. ■ Archive data is only available to view the Vaisala Navigator data display website. 2 VAISALA APPENDIX S Vaisala Service Contract Date: 2017-11-02 1.2.3 Data Processing Service scope: Data from the customer's surface weather station(s) is received and processed at a Vaisala data center. The data is subjected to multiple data quality tests to remove erroneous data before being made available to visualization software or third party exports. If the data is to be used for forecasting, the quality -controlled data can be sent to the forecast provider in a common format. Forecasts are received and processed by the Vaisala system before being made available to visualization software. Methods of forecast data exchange utilize FTP or Web Services. Service requirements: There must be a regular and reliable feed of data from the surface weather station{s}, Forecaster and data feeds will vary in scope and requirement. These must be agreed between Vaisala and the customer before the contract is signed. 1.2.4 Data Dissemination Service scope: • Data and forecasts will be displayed in Navigator II • If data is required to be hosted locally, then products are available to collect and display data. These products require installation at the customer's offices and require external access to a Vaisala data center. ■ Data can be forwarded directly to the customer for use as required. A common data format is provided and sent to the customer by FTP. Service requirements: ■ Customer must provide a PC with internet access to a standard appropriate for the chosen web based application. • Locally hosted displays require secure SSH access through the customers firewall to a specific IP address. This will be provided by the Vaisala Technical Support team at the time of install. VAISALA APPENDIX ANNEX 2: Service rates and contact methods 2.1 Contact: methods for technical support Vaisala Service Contract Date: 2017-08-15 ■ Email: priority@vaisala.com Priority Technical Support a Phone: 877-VAISALA (824-7252) Priority Technical Support is available . This is a contact point of Technical Support 2417. This is a contact point of Vaisala from where Customer can. In Writing, order spare parts EX-IIBIT B INSURANCE CERTIFICATE 10 Eagle County General Services Final 5/14 ,a CCW"® CERTIFICATE OF LIABILITY INSURANCE DaTE {Mr,� DDrrvvvl CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 1 9/28/2017 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 have ADDITIONAL INSURED provisions or 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 rig hts to the certificate holder in lieu of such endorsement(s). PRODUCER H MEAS Judly Hruska Higginbotham Insurance Agency, Inc. PHONE 713-349-5215 FAX 71�9r 9939 11700 Katy Freeway Suite 1100 E-MAIL ADDRESS,jhruska@higginbotham.net Houston TX 77079 INSURER AFFORDfNG COVERAGE NAIL 9 MED EXP (Anyone ) $5,050 INSURER A:Natl Union Fire Ins Co of Pitts PA 19445 INSURER a:Trumbull Insurance Company 27120 INSURED DBTTR DBT T ran sp ort ati o n Services. LLC IN$URERC:Twin City Fire Insurance Company 29459 2655 Crescent Drive, Stse A-1 Layfayette CO 80026 INSURER D: INSURER E INSURER F: COVFRAAFS r_FRTIFIr'-OTF NIIMRFR. 33 06 748 1 6 RFVISIr]N NIIMRFR- 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. IN$ DDL-SUBR POLICY EFF iLY EXP LTR TYPE OFINSURANCE wgD WVD POLICY NUMBER DDI MMIDDIYY QTS A X COMMERCIAL OENERALLIABILn91 AVD1543662102 712M17 7/29/2018 EACH OCC URRENCE $20,Op0,000 CLAIMS -MADE FX OCCUR PR EMI ETO RENTED $50,05D MED EXP (Anyone ) $5,050 PERSONAL&ADV INJURY $20,000,000 GE NTAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ X PRO - POLICY JECTPRO- LOC PRODUCTS - COMPIOP AGG $20,000,000 OTHER.. $ B AUTOMOBILE LIABILITY61 UENHFDD81 7l29l2D1 7 7l29/2D18 EaacgGde°t IN LE LIMIT $1 000 000 X1HIRANY AUTO ®ODILY INJURY [Per person] $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY [Per acpdent] $ ED NON-OWNEDPer AUTOS ONLY AUTOS ONLY PROPERTY DAMA E $ acddent UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCES$ LIAB CLAIMS -MADE DED RETENTION $ 0 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY R ANYPROPIETORIPARTNERIEXECUTIVE Y� 61WEAA51'CG 7/29/2017 7/29/2018 TH- X 7T -PER TE OER E.L. EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYE$1,050,000 (Mandatary In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT I $1,000,000 DESCRIPTION OF OPERATIONS; LOCATIONIS I VEHICLES {ACORD 101, Additional Remarks Schedule, may be a[La ched II more space Isregt*W) See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Box 850 ACCORDANCE WITH THE POLICY PROVISIONS. Eagle CO 81631 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016,'03) The ACORD name and logo are registered marks of ACORD A�Q � AGENCY Higginbotham Insurance Agency, Inc. POLICY NUMBER CARRIER ADDITIONAL REMARKS AGENCY CUSTOMER ID: DBTTR LOC #: ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED DBT Transportation Services, LLC 2655 Crescent Drive, Stse A-1 Layfayette CO 80026 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 The General Liability policy includes a blanket automatic additional insured and provision that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability policy includes a blanket waiver of subrogation provision to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability policy contains a special endorsement with "Primary and Noncontributory" wording. The Automobile Liability policy includes a blanket automatic additional insured endorsement that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Automobile Liability policy includes a blanket waiver of subrogation provision to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Automobile Liability policy includes an endorsement providing that 30 days notice of cancellation will be furnished to the certificate holder when required by written contract. Workers Compensation - State and Carrier Information Arizona - Twin City Fire Insurance Company California - Property and Casualty Insurance Company of Hartford Delaware - Twin City Fire Insurance Company Colorado - Twin City Fire Insurance Company Georgia - Twin City Fire Insurance Company Iowa - Twin City Fire Insurance Company Louisiana - Twin City Fire Insurance Company Maryland - Twin City Fire Insurance Company Minnesota - Hartford Accident and Indemnity Insurance Company North Carolina - Hartford Underwriter Insurance Company Missouri - Hartford Underwriter Insurance Company Texas - Hartford Underwriter Insurance Company The Workers' Compensation policy includes a blanket automatic waiver of subrogation endorsement that provides this feature only when there is a written contract between the named insured and the certificate holder that requires it. The Workers' Compensation policy includes an endorsement providing that 30 days notice of cancellation will be furnished to the certificate h old er. Carriers List for Workers' Compensation Policy: GA Twin City Insurance Company CO Twin City Insurance Company DE Twin City Insurance Company MO Hartford Underwriters Insurance Company IA Twin City Insurance Company AZ Twin City Insurance Company MN Hartford Accident & Indemnity Company LA Twin City Insurance Company TX Hartford Underwriters Insurance Company MD Twin City Insurance Company GA Property and Casualty Ins. Company of Hartford NG Hartford Underwriters Insurance Company The General Liability policy includes an endorsement providing 30 days' notice of cancellation to the certificate holder except 10 days of nonpayment of premium. ACORD 101 (2008101) Q 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACQ AGENCY CUSTOMER ID: DBTTR LOC #: ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Higginbotham Insurance Agency, Inc. NAMED INSURED DBT Transportation Services, LLC 2655 Crescent Drive, Stse A-1 Layfayette CO 80026 POLICY NUMBER CARRIER NAIL CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE ACORD 101 (2008101) C 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD