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HomeMy WebLinkAboutC18-177 Clever DevicesDocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 6/20/2018 AGREEMENT FOR EQUIPMENT AND/OR MATERIALS BETWEEN EAGLECOUNTY,COL ORADO AND CLEVER DEVICES THIS AGREEMENT ("A greeme nt") is effec tiv e a s of the __________ , b y and between Cleve r D evices, LTD a N ew Yo rk Corporation (he reinafter "Ve ndor") and Eagle County, Colorado, a body corporate and po litic (he re inafter "County"). RECITALS WHEREAS, Co unty desi res to install th e Inte lli gent V ehicle Ne twork ("IVN") Syst em on two ECO Tran sit 40 foot Gilli g buses, whic h installati on requires the bus-type e n gineering of new vehicles with ne w IVN equipment installed ("Project") and WHEREAS, V endor will provide installation servi ces at the ECO Transit Mainte nance Se rvi ce C ente r l ocated at 3289 Coole y Mesa Rd., Gypsum, Co lorado (the "Property"); and WHEREAS, V endor is authori zed to do business in th e State of Colorado and has the time, skill, expe1tise, and ex perience necessary to provide the e quipment and/or materia ls a s set forth b elow in paragraph 1 hereof; and WHEREAS, this Agreement shall g ove rn the rel ation ship between Ve ndor and Co unty in connection with the proc urem ent of equipme nt and/or mate rials . AGREEMENT NOW, THEREFORE, in c onsideration of the foregoing and the follo wing promises Ve ndor and County agree as follows : 1. Equipme nt and S ervice. Ve ndor agrees to procure the ma terials, equipment and/or products identified a s the IVN Syst em Re trofit Compo ne nts ("Equipme nt") n ecessary for the Project and a gr ees t o diligently provide all ser vices, l a bor , p ersonn el and mate rials necessary t o p e1form and c omple te the procur eme nt, b us-type e ng in eerin g a nd installation services described in Exhibit A, which is attach ed he re to and incorporated her ein by r efere nce, and a s further d escribed herein ("Services"). The Servi ces shall b e per fo rmed in accordance with the pro vi si on s and condition s of this A greeme nt . a . The r etrofit of n e w equ ipment o nto two ne w Gillig 40 fo ot buses will include the foll owing: 1. The two new Gillig Bus v ehicles will be equipped with the ITS harn ess whe n delivere d by Gillig t o ECO Transit. DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 2 . 11 . V e ndor will provide Au to Ve hicle Mainte nance ("AVM") data di c tionary based on the n ew vehicle type. m . V e ndor will be responsible for adding a n ew Clever D evices bus type for these bu ses if a c un-e nt bu s type is not adequate. 1v . V endor will be respon sibl e for adding the two new vehicles to the A VM, BusLink, Clever CAD, CleverReports and other Clever D evices software applications c urrently utili zed by ECO Transit. v . The install will b e an upgrade to the Clever D evi ces IVN4 and He lla APC to the previously used IVN3 and Clever D evi ces APC system. b . All components in Item 1 of Exhibit A wil l b e installed by Vendor on the two new Gi l li g Bus vehicles at the Property . c . Vendor agrees to furnish the Equipment and Services no later than Au gust 31, 2018 and in accordance with the schedu le establi shed in Exhibit A. If no completion date is specified in Exhibit A , then Vendor agrees to f urnish the Services in a timely and expeditious manner consiste nt with the applicable s tandard of c a.re . By si gning below V en dor represents that it has the e xpertise and personnel necessary to properly and time ly perform the Services . d . In the event of any conflic t or in con siste ncy b etween the term s and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreem ent, the terms and conditions set forth in this Agreement shall prevail. e . County shall have the right to inspect all Equipment . Inspectio n and acceptance shall not be u nreasonabl y delayed or refused . In the event C o unty does not accept the Equipment for any reason in its sol e discretion, then V endor shall upon County 's requ est and at no charge to Cou nty: 1. take the Equipment back; 11 . exchan ge the Equipme nt; or m . repair the Equipment. County's Representative. The ECO Transit Depa.itment's designee shall be V endor's contac t with respect to this Agreeme nt. 3 . Term of the A greeme nt. This Agreem ent shall comme nce upo n the date first written above, and s ubjec t to the provisions of pa.i·agraph 11 hereof, shall continue in full force and effec t throu gh the December 31, 2018 . 4 . Exten si on or M odificati on . Any amendments or modificati ons shall be in writing sign ed by both parties . No additional Equipme nt shall b e provided by Ve ndor unless and until V end or has obtained written authorization and acknowledgement by County for s uch add itio nal equipment in accordance with County's internal policies . A ccordingly , no co urse of cond uct or dealings between the parties, nor verbal 2 Eagle County Materials and Equipment Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 change orders, express or implied acceptance of alterations or additions to the Equipment, and no claim that County has b een unjustly enriched by any Equipment, whether or not there is in fact any su ch unju st enrichment, shall b e the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment b y County for s uch additional equipment is not timely ex ec uted and i ssued in strict accordance with this Agreement, Vendor's rights with respect to such additional equipment shall be deemed waived and su ch failure shall result in non-payment for such additional equipment. 5 . Compensation . County shall compensate Vendor for the Equipment and Services in a s um computed and payable as set forth in Exhibit A. The Equipment under this Agreement shall not exceed $34,369 .00. a . Payment will be mad e for Equipment and Services sati sfactorily delivered and accepted b y Cou nty 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 s uch 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 s uch determination and request for reimbursement from County, Vendor shall forthwith retw-n s uch payment(s) to County . Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be retumed to County . c . County will not withhold any taxes from monies paid to the Vendor hereunder and Vendor agrees to b e solely responsible for the accurate reporting and payment of any taxes related to payments made p u rs uant to the term s 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 b e made to Vendor in respect of any period after D ecember 3 1 of any year, without an appropriation therefor by County in accordance with a bud get adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado R evised Statut es, the L ocal Government Bud get L aw (C .R.S . 29-1-101 e t. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6 . Subcontractors. Vendor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Vendor. V endor shall not enter into any subc on tractor 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 s ubj ect Proj ect during the performance of this Agreement and no personnel to whom County has an o bj ection, in its reasonable discretion, shall be assigned to the Proj ect. Vendor shall requ ire each s ubcontractor, as approved by County and to the extent 3 Eagle County Materials and Equipment Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 of the Services to be performed by the s ubcontractor, to be bound to Vendor by the terms of this Agreement, and to ass ume 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 s ubcontractor hired by Vendor and Vendor shall cooperate in s uch process . The Vendor shall be responsible for the acts and omissions of its agents, e mployees and s ub contractors . 7 . Insurance. Vendor agrees to provide and maintain at Vendor's sole cost and expense, the fo ll owing insurance coverage with limits of liability not less than those stated below: a . Types of In s urance. 1. Workers' Compensation insurance as required by law. 11. 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 . m . Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of l iability not less than $1,000,000 per occ1mence and $1,000,000 aggregate limits . b. Other Requirements . 1. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its s uccessors and assigns, elected official s, e mployees, agents and vol unt eers as additional ins ureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. 11. The insurance provisions of this Agreement shall surviv e expiration or termination hereof. u1. The parties hereto und erstand and agree that the County is rel ying on, and does not waive or intend to waive by any provision of this Agreement, th e mone tary limitations or rights, immunities and protections provided by the Col orado Governmental Immunity Act, as from time to time amended, or otherwise available to Cou nty, its affiliated entities, s uccessors or assigns, its elected officials, employees, agents and volunteers . 1v. Vendor is not entitled to workers' comp ensation benefits except as provided by the Vendor, nor to u nemployment insurance benefits u nless unemployment comp ensation coverage i s provided by Vendor or some other enti ty . The Vendor 4 Eagle County Materials and Equipment Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 is obligated to pay all federal and state income tax on any moneys paid p u rsuant to this Agreement. 8. Indemnification. The Vendor shall indemnify and hold harmless County, and any of its officers, agents an d employ ees against any losses, claims, damages or liabilities for which County may become subjec t to in sofar as any s uch losses, claims, damages or liab i li ties arise out of, directly or indirectly, this A greeme nt, or are based u pon any perfo1mance or nonperfo1mance by Vendor or any of its subcontractors hereunder; and Vendor shall reimburse Coun ty for reasonable attorney fees and costs, legal and other expenses inc urred by County in connection wi t h inv esti gating or defending any su ch loss, claim , damage, liability or action. Thi s inde mnification shall not apply t o claim s b y third parties against the County to the extent that County is liable to s uch t hird party for s u ch claims without regard to the involvement of the Vendor. This paragraph shall s u rvive expiration or t ermination hereof. 9 . D ocumen ts . V endor shall execute any bill of sale or other doc ume nts required b y County t o transfer title of the Equipme nt to County . Vendor shall provide copi es of any in struction or operations manuals and shall furth er provide copies of any manufacturers warranties associated with t he Equipment. All document s (inclu ding e lect ronic files) and material s obtained during, p u rchased or prepared in the performance of the Services shall remain the property of the Cou nt y and are to be delivered to County before final payment is made to Ve ndor or upon earlier termination ofthis A greement. 10 . Not ice. Any notice required by t his Agreement shall be deemed properl y delivered when (i) personally de livered, or (ii) when mailed in the United S tates mail, first class postage prepaid, or (iii) when de livered by F e dEx or other comparable cou rier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so lon g as t he send in g pa1ty can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmissio n, or (v) when t ransmitted via e-mail with con firmation of receipt. Either party may change its address for p urposes of t his paragraph b y g iving five (5) days prior written notice of s uch change to the ot her part y . COUNTY: Eagle County, Colorado Attention: L ance Trujillo 500 Broadway Post Office Box 850 Eagle, CO 81631 Te l ephone: 970-328-3440 Facsimile: 970-328-3529 E-Mail: lance.tr uj illo@eagl eco unty .us With a copy to : Eagle County Attorney 500 Broadway Post Office Box 850 Eagl e, Co 8163 1 5 Eagle County Materials and Equipment Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 Telephone: 970-38-8685 Facsimile: 970-328-8699 E-Mail: atty @eagl ecounty.us VENDOR: Tony K endall Cleve r D evices 300 Crossway s Park Drive Woodbury, NY 11797 Te l ephone : 516-433-6 100 Facsimile: 516-433-508 8 E-Mail: tkendall @cleverde vices.com 11. Te rmination. County may terminate thi s Agreeme nt , in whole or in part, at any time and for any reason , with or without cause, and without penalt y the refor with thirty (30) c a lendar day s' prior w,itte n notice to th e Ve ndor. Upon termination of thi s Agreeme nt, Ve ndor shall imme diate ly provide County with all doc um ent s a s d efine d in paragraph 9 he re of, in s uch format as County shall direct and shall re turn all County owned mate rials and document s in the possession o f Ve ndor, if any . County shall pay V endor for Equipment satisfa ctorily inspec te d and accepted to the date of te rmination. 12. V enue , Jurisdic tion and Applicable Law. Any and all claims, disputes or controversi es re l ate d to this Agreeme nt , or bre ach ther eof, shall be litig ated in the District Court for Eagl e County , Colorado, whic h shall be the sole and e xcl usive forum for s uch litigation . This Agreeme nt shall be constru e d and inte rpreted unde r and shall be gove rne d by the laws of the State of Colorado . 13 . Execution by Counte rparts; Electronic Signatures . This A greeme nt may be exec ut ed in two or more counterparts, e ach of whic h shall be deemed an original , but all of which shall c onstitute one and th e same instrument . The parties approve the use of el ectronic si gnatures for e xec ution of this Agreeme nt. Only the followin g two forms of ele ctronic signatures shall be permitted to bind the parties to thi s Agreeme nt: (i) Electronic or facsimile de liv ery of a fully e x ec ute d c opy o f the signature page; (ii) th e image of the signature o f an authorize d si gner inserte d onto PDF format doc ume nts . All documents mu st be properly notarized , if applicable . All use of e lectronic signatures shall be governed by th e Uniform Electronic Transactions Ac t , C.R.S . 24-71.3 -101 to 121. 14. Othe r Contract Req uirement s and Vendor Re presenta tions . a . Vendor has familiarized itself with the intende d purpose a nd use of the Equipment and Services to be provided here under, the inte nd ed use o f s uc h Equipme nt by County, and with all l oc al conditions, federal, state and l oc al laws, ordinan ces, rules and r egulation s that in any manne r affect cost, progr ess, or Equipme nt. b. Vendor will make, o r cause to be mad e, e x aminations, investigations, and tests as h e deems necessary for the pe rformance of thi s Agreeme nt. 6 Eagle County M ateri a ls and Equ ipmen t Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 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 pe1form the terms of this Agreement. Vendor shall provide appropriate s upervision to its e mployees to ens ure 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 supplyin g similar eq uipment. 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 g uarantees all Equipment against defects for a period of one (1) year from the date the Equipment i s accepted b y County, or s uch longer period as may be provided by the law or as otherwise agreed to by the parties. f. All g uarantees and warranties of Equipment furnished to Vendor by any manufacturer or s upplier are for the be nefit 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 g uarantee or warrantee shall extend for a like period as to s uch 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 occ urs first) free and clear of all liens, claims, sec urity 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, sec urity 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: 1. Any defects in Equipment which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and 11. Any damage to any property caused by s uch defects or the repairing of such defects. 1. Guarantees and wairanties shall not b e 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 standard s, in the performance of this Agreement. Time is of the essence with respect to this Agreement. k. This Agreement constitutes an agreement for perfo1mance 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 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 creat e a relationship of employer-employee, mast er-servan t, partnership, joint venture or any other relationship b e tween County and Vendor except that of independent Vendor. Vendor shall have no authority to bind Cou nty . l. 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. m. This Agreement con tains the entire agreement be tween the parties with respect to the subjec t matter hereof and s upersedes 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 Cou nty. Any attempt to assign this Agreement witho ut s uch consent shall be void . o . This Agreement shall be binding upon and shall inure to the benefi t of the parties hereto and their respective permitted assigns and s uccessors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved sole ly for the parties, and not to any third pruty . p . No failure or delay by either party in the exercise of any right hereu nder 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 signatori es t o this Agreement aver to their knowledge no e mployee of the County has any personal or b e neficial interest whatsoever in the Equ ipment 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 su ch known interests . s . The Vendor, if a natural person eighteen (18) years of age or o lder, hereby swears and affirms under penalty of pe1jury that he or she (i) is a citizen or otherwise lawfully present in the United States pursu ant 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 und ocument ed individual will refer to those individuals from foreign countries not legally in the United States as set fo1th in C.R.S. 8-17.5-101, e t. seq. If Vendor has any employees or s ubcontractors, Vendor shall comply with C .R.S . 8-17 .5-101, e t. seq., and this Agreement. By execution of this Agreement, Vendor ce1tifies that it does not knowingly e mp loy or contract with an und ocumented individual who will perform under this Agreement and that Vendor will participate in the E-verify Program or other Departm ent of L abor and Employment program ("D epartmen t Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services u nder this Agreement. 8 Eagle County Materials and Equipment Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 a . Vendor shall not: 1. Knowingly employ or contrac t with an undocumented individual to pe1form Services und er this A greement; or 11. Enter into a s u bcontract that fails to ce1tify to Vendor that the s ub contractor shall not knowingly e mploy or contract with an und ocumented individual to perform work under the public contrac t for servi ces . b. Vendor has confirm ed the e mployment e li g ibility of all employees who are newly hired for e mployment to perform Services under thi s Agreement through participation in the E-Verify Program or Departm en t Program, as administered b y the United States D epartmen t of Home land Security . Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c . Vendor shall not use either the E-verify program or other D epartment Program procedures to undertake pre-employment screening of job applicants while the public contract for services is b eing performed. d . If Vendor obtains actual knowledge that a s ubcontract or performing work under the public contract for services knowingly employs or contracts with an undoc umented individu al, Vendor shall b e required to: 1. Notify the subcontractor and County within three (3) days that Vendor has actual knowledge that the s ubcontract or is employing or contracting with an undocumented individual ; and ii. Terminate the s ubcontrac t with the s ubcon tractor if within three days of receiving the notice req uired pursuant to s ubparagraph (i) of the paragraph (d) the s ub contractor does not stop employing or contrac tin g with the undocument ed individual ; except that Vendor shall not terminate the contract with the s u bcontractor if during s uch three (3) days the s ub contract or provides information to establish that the subcontractor has not knowingly employ ed or contracted with an undocument ed individu al. e . Vendor shall comply with any reasonable request by the Department of Labor and Employment mad e in the course of an investigation that the department i s undertaking pursuant to its a uthority established in C.R .S . 8-17 .5-102(5). f . If Vendor violates these prohibitions, Cou nty may terminate the Agreement for breach of contract. If the Agreement is so t enninated specifically for breach of this provision of this Agreement, Vendor shall be liable for actual and conseq uential damages to County as required by law. g . Cou nty will notify the Colorado Secretary of S tate if Vendor violates this provision of this Agreement and County t erminates the Agreement for s uch breach. 9 Eagle County Materials and Equipment Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 COO Andrew Stanton IN WITNESS WHEREOF, the parties have execut ed this Ag reeme nt the day and year fi rst set forth above. COUNTY OF EAGLE, STATE OF COLORADO, B y and Through Its COUNTY MANAGER By : Print Name: Title : ____________ _ JO Eagle County Materials and Equipmen t Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Item Qty D escription Unit Price Extended Price 1 2 Re trofit 2Gillig Pre Wired Buses $34,369.00 $34,369.00 -Includes: -IVN4 Controller and Mounting Bracket -Plate, Antenna Ground Plane -Ant enna, M u lti-Band, 5 Element -Cable, DYi-I Dual Link -Transit Control H ead (TCH) & Swival Mount -Plate, P edestal Mount -Interior L ED Sign & Bracket -Cable Assembly, EA/AUX Switch -PA Controls I AVC Microphone -Audio Sears Unibod y Handset -H e lla APC Hardware (2 Doors) -Cou nter, LAN only, He lla APC -Coupler, Panel Mount CAT5e -Cable, M 12 (D) 90 D egree -Cover APC H ella -Kit, Ins tallation Hardware -Ins tallation -D esign, Configuration and Testing -Hardware Warranty Year 1 at no charge All travel expenses Total $34,369.00 Payment Milestones: • 10% u pon mutual agreed schedule of installation date • 20% u pon receiving shipment of material • 50% u pon install and t esting • 20% final acceptance Software L icense REQUIREMENT FOR END-USER LICENSE AGREEMENT • Any entity procuring Clever D evices Ltd ("Clever Devices") licensed prod ucts which i s not the end-user of the licensed product ("Non End-User"), s uch as but not limited to an Original Equipment Manu facturer to which Clever D evices is a s u pplier, is o bligat ed to provide Clever D evices with the End-User License Agreement (covering the software licenses associat ed with the contents of this qu otation/proposal) signed by an a uthorized official of the End-User. Failure 11 Eagle County Materials and Equipment Agreeme nt 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 by a Non End-User to provide s uch a properly executed Clever D evices End-User License Agreement to Clever D evices shall make the Non End-User l iable for any misappropriation or mi s use of Clever D evices' products . This section shall s urvive 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 functional ity in the End-User designated space or equipment . Non End-Users do not have licenses to otheiwise use or operate Clever D ev ices' prod ucts and no other licenses or rights to use are provided or implied by this Agreement Clever D evices Warranty Policy Clever D evices' warranty obligations are limited to the terms set forth below: 1) NEW MANUFACTURED PRODUCTS LIMITED WARRANTY a) Clever D evices g uarantees for a period of one (1) year from original factory shipmen t that each product is free from defects in material and workmanship . b) If the product fai ls to operate as specified and has not been tampered with or ab used during this warranty period, Clever D evices or its authorized service agents shall eith er repair or replace any defective part or the product free of charge. Clever D evices will supply new replacement products for ite ms found to be defective during the original waITanty period . c) Bench fees will apply to any product received by Clever Devices with no-trouble-found . Prod ucts returned with failures caused by improper use or installation will be repaired and the appropriate charges will apply. S uch services by Clever D ev i ces shall be the original purchaser's sole and exclusive remedy . Clever D evices shall not be responsible for the cost of removal or installation of waITanted products unless a prior written agreement has been reached at th e time of th e original purchase contract. Clever D evices' labor rate table will apply for all prod uc t replacement tim e . d) Clever D evices will repair or replace, at Clever D ev ices' option, any defective product und er warranty. Clever D evices will not honor credit requests on any defective used product. Produ ct repair or replacement will be the only option available to the original Purchaser. At the discretion of Clever D evices, limited q uantities of restockable, unu sed product may be returned for credit. The product mu st be unu sed and in the 01iginal 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, mi suse, misapplication or improper installation (b) to damage caused by conditions outside Clever Devices specifications including but not limited to vandal ism, fire, water, temperature, humidity, dust or other perils (c) to damage caused by service (includin g 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 pennission of Cl ever D evices or (e) if any of Clever Devices' serial number has been removed or defaced, or (f) expendable or consumable parts, s uch as batteries and flashcards . f) Clever D evices shall not be liable for any special, incidental or consequential damages for loss, damage directly or indirectly arising from c ustom er's use or inability to use th e equipment either separately or in combination with other equipment, or for personal injury or loss or destr uc tion of other property, or from any other cause. 2) WARRANTY REPAIR POLICY 12 Eagle County Materials and Equipment Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 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 repl aced product becom es Clever De vices' property. 3) OBTAINING WARRANTY SERVICE Ship to: a) The original purchaser is responsible for returning any defective produc ts to Clever D evices after obtaining a Returned Merchandise Authorization (RMA) number from Clever D evices' Cu sto mer Service D epa1tment at 888-478-3359. No products will be accepted without an RMA number. When requesting an RMA number, be s u re 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 cau sed during transit or for any package lost by the shipping company. c) The original p urchaser ass umes all cost in shipping the defective product to Clever D evices and Clever D evices will assume the cost in shipping back to the c u sto mer. All replacement/repaired products are shipped UPS Ground un less a rush is requested . The cost of shipping u sing any m ode other than UPS Ground is to be paid by the original purchaser. Clever D evices Ltd. Attn: Service D epartment RMA # ___ _ 300 Crossways Park Ori ve Woodbury, NY 11797 Clever D evices Re turn and Exchange Policy 1) RETURNS . Clever D evices does not accept returns witho ut a Returned Material Authorization. C ustom-built eq uipment or merchandise specifically ordered for yo u is not returnable. Where return of unu sed m erchandise is at the request or convenience of the cu sto mer, a 25% restocking fee will be charged. No u nused me rchandise will be accepted for return later than thi1t y (30) days after shipment. All returned m erchandise shall be sent freight prepaid and properly insured by the cu stomer. Clever D evices reserves the right to select the method of shipm ent. Shoul d yo u receive merchandise damaged in shipment, it is yo ur responsibility to file a damage c laim immediately with the deli very carrier. Clever D evices Non-warranty Service Pol icy 1) NON-WARRANTY REPAIR POLICY a) Non-warranty repairs made b y Clever Devices caITy a limited repair warranty of 90 days on services and replacement parts on ly . Defects in our repair work or any parts rep laced wi ll be corrected at no charge if the defect occu rs within 90 days from shipment from our facility . 2) FIELD SERVICE a) Field service calls will be mad e to c ustomer's facility upon request. Time, expenses, and materials will be charged, as outlined below, unless other arrangemen ts are made in advance. 13 Eagle Co unty Materials and Equipmen t Agreeme n t 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 Field Se rvice is treated as any repair. All travel must be pre-approved and i s based upon ac tu al prevailin g airfare, hotel/motel rooms and Per D ie m rates . Contact Cleve r D evices for curre nt Per D ie m rates . GENERAL FIELD SERV ICE RATES : Trans portation A ctu al co st * using c ommerc ial c oach or b usiness class air, fi rst class rail, bus, rental car, and cab fac ilities as applicable, includin g trans porta tion to and fro m the airport. Mile age Allowance Per sonal Expenses Ba sic Rates rate for ro und-trip trave l time . Miscellan eous and fre i ght charges*. IRS a llowabl e rates + Clever De vi ces' allowable burde ns . Per D ie m rates 150.00** per ho ur for actual time in custome r 's pl ant, p lu s a flat A ctu al charges for othe r necessary ite ms s uc h as tolls, parking * Charges may be s ubj ect to a 12% administrative fee . ** Rates may vary because of weeke nd/holiday rates, th e type of servi ce required , a pre vio usly negotiated rate and/or personne l involved . 2) NON-CLEVER DEVICES PRODUCT RECEI VED FOR REPAIR. Product receive d for re pair that we re not man ufac tw·ed or supplied by Cle ver Devices will be logged in and Cle ver D e vices will require that the c ustome r s upply us wit h the ir s hipper n umber in order to r etu rn the product. S uch prod uct will be held for a perio d of up to 90 days and w ill the n be s ubj ec t to discard , unless alternative aITan gements hav e b een agreed to in advance. 14 Eagle County M ateri a ls and Equipmen t Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 EXHIBIT B INSURANCE CERTIFICATES 15 Eagle County Materials and Equipment Agreement 5/14 DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 -C LEVDEV-01 DH A RMS ACORD· CERTIFICAT E O F LIA BI LI TY IN SURANC E I DATE I MMiODIYYYYI .____., 04/23/201 8 . --· -· ~··-·-••· -· . ... -· . -··------· --·--·--·· --•·--••---·-·-•· -····-· 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 TH E POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER ($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: II the certificate holder is an ADDITIONAL INSURED, the polic y(ies) m ust have ADDITIONAL INSURED provisio ns or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy , certain policies may requ ire an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Sl?/i!AcT Donna Harms Insight Companies I nc. w2.N:0, Ext); (631) 393-0500 I FAX (NC, No ):(631) 393-0505 225 Old Country Road ~ss: dharms@i nsi~hti ns.com North W ini Melville, N 11747 INSURER($\ A FFO RD ING COVERAGE f.J_f!.J£.!L._ __ INSURER A , Federal Insurance Company 20281 ltJSL/RED INSURER a; Great Northern Insurance Como 20303 Clever Devices, Ltd. INSURER C : Chubb lndemnitv Insurance 41386 300 Crossways Park Drive INsuRER o ,Ace American Insurance Comoanv 2~667 Woodbury, NY 11797 INSURER E: ----··--- INSURER F: ·-·--- COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURA.NCE LI STED BELOW HAVE BEE N ISSUE D TO THE INSURED NAMED ABOVE FOR THE POLICY PE RIOD INDICATED. NOWI/ITI ISTAN DI NG ANY REQU IREMENT. TERM OR CONDITION OF AN Y CONTRACT OR OTH rn DOCUMENT WlTH RESPECT TO W1 IICH THIS CE RTI FICATE MAY BE ISSUED OR MJI.Y PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESC RIBE D HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND COND ITIONS OF SUCH POLIC IES. Ll l,11TS SHOWN MAY HAVE BEE N REDUCED BY PA ID CLAIMS. 1f1J: TYPE OF INSURANCE 1~WI\-W,~ POLICY NU MEIER ,f.8!.l£Yv~~1 , POLICY EXP LIMITS A X COMMERCIAL GENERAL LIAEIILITY EACI I OCCUR~ENCE $ 1 ,000,000 ~ CLt,ll,1S-tlM:E CR] C r.CIIR X X 3602 -86 -48 10/07/2017 10/0712018 D.~tl.~G E T O RE~JT ED 1,000,000 _EREMISES ,'Ea ,x:.u.1rr~1·i,;.1::1 $ X Cont ractual Liab Mt:U t:Y.~ CAnv <:n~ 06-rs.on' i 10,000 ~ 1 ,000,000 ~l:K~ON.~L ~ AU'i INJU~Y $ ...._ >-fil}'L .~GGfs.::QFE Ll 1AIT AP£.LIES PE" GE 'JERA1. A::;GREGME $ 2,000,000 ~ ,m1~,,, CR] l'fEr ]] 1.o r. F RC DUCT S -8Gr1\PIOP •GG $ 2,000,000 QTHEF. • B AUTOMOBILE LIABILITY ~~~~~•~t?NG LI: L 'ill I s 1,000,000 t----- X .~NY i>.J TO 7358-52-17 10/07/2017 10107/201 8 8C,J' _ v !N ... ~JRY (?€f t>ef,3011) $ O"~'~'NCD l,IJT()S ,J \~L Y SCI· :DULCD ,\UTO S E•~ ::.~ !~~ ... JRY (=>t;1 at.ci1.for .} _ _$ .~lfrJUS C·',L Y ~8r6·f,Mt~ FP~9~~~IJ'11?A.M/l.Gt: • -------··-· s A X UMBRELLA LIAB I X · c,,:cu;-· --F.~CH OCCURRFNCF ; ·-·-20,000,000 -· -7988-60-45 10/07/2017 1 0107/2018 -·--20,000,000 EXCESS LIAS C.:L.~IWj-rAAU= -4.C.:'JREGAT ~ ; ·- :ED I I ~ET EMTI-Jr, $ 5 C l'IORKERS COMPENSATION X ,FR Ir~,-AND EMPLOYERS' LIABILITY ~l .l.'ll. y i' N 7175-03-40 1010712017 10107/2018 1,000,000 ANY FR0PRI FT0'1,P i>.'1TtJ F R'F:~F~'.ITIVF • C:.L. C:•.Cl-1 ACCIDC: ~T , ~l'f,','~~FJ~~1~~ll) EX<.:LL ~ED? N I A 1 ,000,000 E .L. DISE,~5E -E.A :(P LC YC:E· > lfves, describe unc er 1,000,000 D~SCRIPTION O F OPl:RA ·1c 'IS telow E .L. DISE.~SE -P:)U C,-Y LIMIT , D Professional Liab G25542939 003 04/23/2018 04/23/2019 Limit 5,000,000 D Cyber Liability G25542939 003 0412312018 04123/20 19 Limit 5,000,000 DESCRIPTION OF O PERATIONS: LOCATIO NS I VEHICLES !ACORD 101, Add it ional R.•marks Sc hedule, may be attached If moro spaco Is required;, Eag le County, Colorado is iricluded as an addltiorial insured on a primary and non-contr ibutory basis. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER Eagle County, Colorado Attn: Lance Trujillo 600 Broadway, PO Box 850 Eagle, co 81631 ACORD 25 (2016/03) CANCELLATI ON SHOULD A NY OF THE ABOVE DESCRIBED POLIC IES B E CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE W ITH THE POLICY PROVISIONS. A UTHORIZED RE?RESENTATIVE /) [ -· -v'PL /< JL_ © 1988-2015 ACORD CORPORAT ION. All r ights r ese rved. Th e ACORD n ame and l ogo are r eg istered marks of A CORD DocuSign Envelope ID: 6685E0C7-3143-4ECE-AA53-546953C5E6C5 AGENCY CUSTOMER ID: CLEVDEV-01 DHARMS ------------------- LO C #: 1 -------- ADDITIONAL REMARKS SCHEDULE AGENCY Insight Companies Inc. POLICY NUMBER ~EE PAGE 1 CARRIER I: NAIC CODE ~EE PAGE 1 SEEP 1 ADDITIONAL REMARKS TH IS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liabil ity Insurance Description of Operations/Locations/Vehi cles: NAMED INSURED Cl ever Devices, Ltd. 300 Crossways Park Drive Woodbury, N 11797 EFFECTIVE DATE: SEE PAGE 1 Page 1 of 1 -· The Additiona l Insured &/or Waiver of Subrogation shown on this certificate are added provided this status is required by a written and executed contract. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks o f ACORD