HomeMy WebLinkAboutC12-206 Clever Devices First Amendment FIRST AMENDMENT TO CONTRACT
BETWEEN
EAGLE COUNTY, COLORADO AND
CLEVER DEVICES FOR PURCHASE OF HARDWARE, SOFTWARE AND
INSTALLATION SERVICES
I
THIS FIRST AMENDMENT ( "First Amendment ") is made and entered into this r`
day of ONVi, 2012, between Eagle County, Colorado, by and through its Board of
County Comm' sioners ( "County "), and Clever Devices ( "Vendor ").
WHEREAS, County and Vendor entered into a Contract dated October 11, 2011 for the
purchase of hardware, software and installation services for Eagle County busses and a support
vehicle (the "Contract "); and
WHEREAS, County and Vendor wish to amend the terms of the Contract to expand the
scope of work and compensation provisions to include the purchase of certain software.
NOW, THEREFORE, County and Vendor agree that the Contract will be amended as
follows:
1. Article 1- Scope of Work - shall be amended by the addition of the following
language:
In addition, Vendor agrees to use its expertise, skill and own employees to furnish
all goods and services, including warranty repair, enumerated and described in the
Clever Devices proposal dated March 23, 2012, attached hereto as Exhibit A -2
and hereby incorporated into Exhibit "A" of the Contract by this reference. The
goods and services (including warranty repair) described in Exhibit A -2 will be
included as and incorporated into the definition of "Work" under the Contract.
All references in the Contract to Exhibit A will include Exhibit A -2. Except as
expressly set forth herein, in the event of any inconsistency between the terms of
•
Exhibit A -2 and the Contract, the terms of the Contract shall control.
2. Article 4 - Compensation - shall be amended by the addition of the following
language to be included as Paragraph 4.5:
For Work to be performed under Exhibit "A -2," County shall pay Contractor fifty
three thousand one hundred eighteen dollars ($53,118.00). Payment will be made
upon successful completion of the following Payment Milestones for software and
acceptance by County. Completion of project date is set as October 1, 2012.
nib -
Payment Milestone Schedule for Sched2l Implementation
Milestone Description Estimated Amount
Completion
PM1 Approval of 45 days from $13,279.50
Documentation and Notice to
Operational Reviews Proceed
( "NTP ")
PM2 Delivery & 60 days from $13,279.50
Configuration of NTP
Sched21
PM3 Completion of Training 75 days from $13,279.50
NTP
PM4 System Acceptance of 90 days from $13,279.50
Sched2l NTP
Total: $53,118.00
3. County and Contractor agree that, except as expressly altered, modified and
changed in this First Amendment, all terms and provisions of the Contract shall
remain in full force and effect during the modified term, and hereby are ratified
and confirmed in all respects as of the date hereof.
4. This Amendment shall be binding on the parties hereto, their heirs, executors,
successors, and assigns.
/ /THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK//
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the day
and year first above written.
$ EAGLE COUNTY, COLORDO
0 By and through its Board of County
ATTEST: „ "11 Commissioners
* err *
By: / �/
Teak J. Simonton, Peter F. Runyon,
Clerk to the Board Chairman
CLEVER DEVICES
By: _
Title: G d -
STATE OF N4QX0 LkO(K )
) ss.
COUNTY OF '� Q�(,lll� )
The forvzoing instrument r w s before me by�1Y &re.)� as
ry to O V V1� \ obliis da of , 2012.
My commission expiresT>2.-C be ►° 28 2O 1 1
•
Notary blic STEFANIE L OWCZAR
Notan Public,. State of New York
Va 010W6215362
4ua HfIed in Suffolk
rem � Expire$ December 29.013
.,.rte"' Clever Devices
137 Commercial Street
Plainview, NY 11803
Phone: (516) 433 -6100
Fax: (516) 433 -5088
Exhibit A -2 CONFIDENTIAL QUOTATION
ATTN: Kelley Collier DATE: April 30, 2012
CC: Lance Trujillo
COMPANY: ECO FAX:
EMAIL: Kelley.collieraneaglecounty CD QUOTE # 12011602 Rev C
Lance.trujillo a(�eaglecounty. us
ADDRESS: 3289 Cooley Mesa Road PO Box 1070 Schedule Software- Change
Gypsum, CO 81637 RE: Order #1
PHONE:
Clever Devices is pleased to submit the following quotation, subject to the terms and conditions listed below.
- v . ! rt At �',,aa p, t $i i rim
4/*: AMINO 'AW4601;1
1 1 Sched2l Manual Schedule Software $53,118.00 $53,118.00
Includes:
Sched2l Base Software:
- Manual Trips Building
- Manual Blocking
- Manual Runcutting
- Manual Rostering
- Mapping
Implementation
Schedule Integration
Travel Expenses
90 -Day Warranty
*Note - IT hardware /workstations to be provided
by ECO.
TERMS AND CONDITIONS OF SALE:
END -USER LICENSE AGREEMENT:
Any entity procuring Clever Devices licensed products which is not the end user of the licensed
product ( "Non -End User "), such as but not limited to an Original Equipment Manufacturer, to
which Clever Devices is a supplier is obligated to provide Clever Devices with the End -User
License Agreement (covering the software licenses associated with the contents of this
quotation /proposal) signed by an authorized official of the end -user. Failure by a Non -End User
to provide such a properly executed Clever Devices End User License to Clever Devices shall
make the Non -End User liable for any misappropriation or misuse of Clever Devices' products.
NON -END USER PROCURING ENTITIES:
Non -End Users are granted the right to install the licensed products and to test their functionality
in the end -user designated space or equipment. Non -end users do not have licenses to
otherwise use or operate Clever Devices products and no other licenses or rights to use are
provided or implied by this Agreement.
PROPRIETARY: This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any
material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited
Page 1 of 4
www.cleverdevices.com
al,0"'Clever Devices
137 Commercial Street
Plainview, NY 11803
Phone: (516) 433 -6100
Fax: (516) 433 -5088
• Prices in US$.
• Prices quoted herein are valid for 90 days from the above date, and are applicable to the
quantities covered by this quotation. Any change in quantity, delivery or elimination of
one or more items may require a revision to the prices quoted. Orders for one bus set
(i.e. pilot bus) must be part of a complete quantity order or must be accompanied by a
Letter of Intent to order the entire quoted quantity.
• Three percent (3 %) Annual Escalation for shipments beyond 2012.
• Estimated lead time is 16 weeks from receipt of order, but if units are in stock, we will
ship them sooner.
• Hardware delivery upon receipt of order will be as specified by Clever Devices.
• Delivery F.O.B. Clever Devices Ltd., 137 Commercial Street, Plainview, NY 11803.
• Prices do not include shipping, sales tax or duties, which will be added if applicable.
• Payment terms are Net 30 days, subject to prior approval of our credit department.
• Clever Devices shall be paid for the items quoted above as follows:
• Clever Devices shall be paid for all deliverable items, terms Net 30 days from the date of
shipment from Clever Devices or when services rendered are complete by Clever
Devices.
• Bus Stop Inventory Database work (if applicable) requires 33% payment with Notice To
Proceed, 33% at start of mapping, and 34% upon release to revenue service.
• No customer account shall be debited for parts returned without written authorization
from Clever Devices.
• Clever Devices General Terms and Limits of Liability apply.
CLEVER DEVICES LTD. WARRANTY POLICY
Clever Devices Ltd. warranty obligations are limited to the terms set forth below.
NEW MANUFACTURED PRODUCTS LIMITED WARRANTY:
Clever Devices Ltd. guarantees that each product is free from defects in material and
workmanship.
Clever Devices Ltd. also guarantees the performance of this product for a period of one (1) year
from date of installation, not to exceed 18 months from original ship date from Clever Devices Ltd.
If the product fails to operate as specified and has not been tampered with or abused during this
warranty period, Clever Devices Ltd. or its authorized service agents shall have the option to
repair or replace any defective part or the product free of charge. Clever Devices Ltd. will supply
new replacement products for items found to be defective during production at the original
Purchaser's facility. Bench fees will apply to any product received by Clever Devices Ltd. 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 Ltd. shall be
the original purchaser's sole and exclusive remedy.
Clever Devices Ltd. 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 Ltd. labor rate table will apply for all product replacement time.
It is the Purchaser's responsibility to make certain that new products are not being purchased for
the replacement of defective product under warranty. Clever Devices Ltd. will not honor credit
requests on any defective used product. Product replacement will be the only option available to
PROPRIETARY: This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any
material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited
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www.cleverdevices.com
.ml" Clever Devices
137 Commercial Street
Plainview, NY 11803
Phone: (516) 433 -6100
Fax: (516) 433 -5088
the original Purchaser. At the discretion of Clever Devices Ltd., limited quantities of restock able,
unused product may be returned for credit. The product must be unused and in the original
unopened containers. A 30% restocking fee will be charged and a credit will be issued only after
the product has been received and inspected.
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 Ltd.
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 Ltd. authorized Technician (d) to a product or a part that has been modified
without the written permission of Clever Devices Ltd. or (e) if any Clever Device's serial number
has been removed or defaced.
Clever Devices Ltd. 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 Toss or
destruction of other property, or from any other cause.
WARRANTY REPAIR POLICY:
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.
OBTAINING WARRANTY SERVICE:
The original purchaser is responsible for returning any defective products to Clever Devices Ltd.
after obtaining a Returned Merchandise Authorization (RMA) number from our Customer Service
Department. 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.
The original purchaser must package the product properly. Clever Device Ltd. is not responsible
for any damage to the product caused during transit or for any package lost by the shipping
company.
The original purchaser assumes all cost in shipping the defective product to Clever Devices Ltd.
and Clever Devices Ltd. 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 other mode other than UPS Ground is to be paid by the original purchaser.
Ship to:
Clever Devices Ltd.
Attn: Service Department RMA #
137 Commercial Street
Plainview, NY 11803
CLEVER DEVICES LTD. NON - WARRANTY SERVICE POLICY
NON - WARRANTY REPAIR POLICY:
Non - warranty repairs made by Clever Devices Ltd. 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.
PROPRIETARY: This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any
material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited
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www.cleverdevices.com
mar Clever Devices
137 Commercial Street
Plainview, NY 11803
Phone: (516) 433 -6100
Fax: (516) 433 -5088
FIELD SERVICE:
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 Ltd. 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.
NON - CLEVER DEVICES LTD. PRODUCT RECEIVED FOR REPAIR:
Product received for repair that were not manufactured or supplied by Clever Devices Ltd. will be
logged in and Clever Devices Ltd. will require that the customer supply us with their shipper
number in order to return the product.
Prepared By:
Paulo Rodrigues,
Pricing Analyst
PROPRIETARY: This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any
material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited
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