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HomeMy WebLinkAboutC13-017 Clever Devices Second Amendment SECOND AMENDMENT TO CONTRACT BETWEEN EAGLE COUNTY, COLORADO AND CLEVER DEVICES FOR PURCHASE OF HARDWARE, SOFTWARE AND INSTALLATION SERVICES V'MV.4 20 13 ZZ THIS SECOND AMENDMENT ( "Second Amendment ") is made and entered into this day of , between Eagle County, Colorado, by and through its Board of County Commissioners ( "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, on June 12, 2012, by the First Amendment to the Contract, County and Vendor amended the terms of the Contract to expand the scope of work and compensation provisions to include the purchase of additional software. WHEREAS, County and Vendor wish to further amend the terms of the Contract to expand the scope of work and compensation provisions to include maintenance and support services for the hardware and software purchased under the Contract and First Amendment thereto. NOW, THEREFORE, County and Vendor agree that the Contract will be further amended as follows: 1. Article 1, Scope of Work, shall be amended by the addition of the following language: Vendor agrees to use its expertise, skill and own employees to provide on -call technical support, maintenance and related support services for the hardware and software products provided and installed by Vendor under the Contract and First Amendment thereto (the "Maintenance Services ") as described in the Eagle County Regional Transportation Authority Maintenance Plan, attached Exhibit A- 3, attached hereto and incorporated herein by this reference. Except as expressly set forth herein, in the event of any inconsistency between the terms of Exhibit A- 3 and the Contract, the terms of the Contract shall control. 2. Article 3, Term of Contract, shall be amended by the addition of the following language: Maintenance Services for each product purchased under the Contract, except for Enghouse Sched21, shall begin on the date of Final Completion and System Acceptance, as determined by Eagle County under Article 9 of the Contract. Maintenance Services for Enghouse Sched21 shall begin 90 days after Final Completion and System Acceptance, as determined by Eagle County under Article 9. The Maintenance Services to be provided under Exhibit A -3 to this 31 -orr Agreement, the term shall be a period of five years from commencement of Maintenance Services, unless otherwise terminated in accordance with Article 19 of the Contract. However, the parties agree that no charges shall be made to Eagle County nor shall any payment be made to Vendor in excess of the amount for any work done without written approval in accordance with a budget adopted by the Eagle County Board of County Commissioners in accordance with the provisions of the Colorado Revised Statutes. Moreover, the parties agree that Eagle County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 3. Article 4, Fixed Price Contract, shall be amended by the addition of the following : anguage: The total dollar amount of the Contract shall be increased on a yearly basis in the amounts set forth in the Clever Devises Support Service Pricing, attached hereto as Exhibit B -2. 4. - Section 1 of Article 12, Invoicing and Payment, shall be amended by the addition of the following language: For the Maintenance Services to be provided hereunder, Eagle County will pay Vendor, as full and complete compensation, the amounts provided in Exhibit B -2. Payment shall be made within thirty days of receipt of a proper and accurate invoice from Vendor respecting the Maintenance Services to be performed. If at any time after payment for Maintenance Services has been made, County reasonably determines that the payment was improper because the services for which the payment was made were not performed as prescribed by the provisions of this Contract, then upon written notice of such determination and request for reimbursement from County, Vendor shall forthwith return such payment to County. 5. Zounty 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 hei eof. 6. This Amendment shall be binding on the parties hereto, their heirs, executors, successors, and ass; gns. / /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 o� i By and through its Board of County ATTEST: ° Commissioners • s - BY: NA. -'111111 Teak J. Simo ton, ' - - - • • , Jon S , • ' �l Clerk to the Board Chai CLEVER DEVICES By: Vt_t/IC____ Title: Q(-J, 0 C)tn STATE OF \I 01 ) ) ss. COUNTY OF The foregoing instrument was acknowledged before me by W l \1 CV/16 ► as lU� e C v , this l day of De.C&b- , 201 My commission expires: b.Q.0 )t ✓ `2 2 Sa J VAA Notar ublic STEFANIE L OWCZAR Notary Public, State of New York No. 010W6215362 Qualified in Suffolk County Term Expires December 28, 2013 40 Clever Devices EAGLE COUNTY Exhibit A -3 Eagle County Regional Transportation Authority Maintenance Plan Agreement for ECRTA Hardware and Software Maintenance of Clever Device IVN System • vaesthommi June 4, 2012 Prepared by: Reviewed /Approved by: Robert Manaseri Susann Poggioli, Strategic Account Manager Director of Service William Gambling, Project Manager Clever Devices Ltd. Clever Devices Ltd. ECRTA Maintenance Plan.doc Page i of ii 6 LAG[ f COUNTY Table of Contents EXHIBIT A -3 EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY MAINTENANCE PLAN I TABLE OF CONTENTS II 1 OVERVIEW 1 2 COMPANIES INVOLVED 1 2.1 CLEVER DEVICES LTD. 1 2.2 EAGLE COUNTY 1 3 TECHNICAL SUPPORT 2 3.1 ESCALATION PROCESS 2 3.2 ONLINE SUPPORT 3 3.3 PROFESSIONAL ASSISTANCE DURING UPGRADES 4 4 SOFTWARE MAINTENANCE 4 4.1 SOFTWARE PRODUCT IDENTIFICATION 4 4.2 GENERAL DEFINITIONS 5 4.3 SCOPE OF MAINTENANCE SUPPORT 5 4.4 ADDITIONAL SERVICES 6 4.5 CUSTOMER RESPONSIBILITIES 7 4.6 EXCEPTIONS 7 5 HARDWARE MAINTENANCE 8 5.1 WARRANTY HARDWARE MAINTENANCE 8 5.2 WARRANTY REPAIR POLICY 9 5.3 SPARE PARTS INVENTORY 9 5.4 OBTAINING WARRANTY SERVICE 9 5.5 RMA PROCEDURE 10 5.6 CLEVER DEVICES LTD. NON - WARRANTY POLICY 11 5.6.1 Non Warranty Bench Repair Prices 11 5.6.2 Non Warranty Field Repair Prices 11 A TTACHMENT A- END USER SOFTWARE LICENSE AGREEMENT 13 ATTACHMENT B- RECOMMENDED SPARE PARTS LEVELS 14 ECRTA Maintenance Plan.doc Page ii of ii 1 Overview Clever Devices has developed a maintenance plan for the Eagle County and more specifically Eagle County Regional Transportation Authority (ECRTA) bus fleet with respect to the maintenance of a Clever Devices System. The information proposed in this document is a reflection of the desired needs of the transit agency as expressed in RFP No. 11 -005 as well as Clever Devices' extensive experience in the transit industry. Clever Devices has included information regarding the "ECRTA Maintenance Plan" being provided as well as the recommended practices to be completed by ECRTA. The maintenance plan assumes that ECRTA will maintain Software Maintenance and Hardware Maintenance Agreements with Clever Devices. 2 Companies Involved 2.1 Clever Devices Ltd. Clever Devices is a contractor to the Eagle County, CO and the provider of the services defined. Points of Contact: Will Gambling Robert Manaseri Project Manager Director of Service (516) 749 -3451 (516) 749 -8526 E -mail: wgambling @cleverdevices.com E- mail: rmanaseri@cleverdevices.com 2.2 Eagle County Eagle County Regional Transportation Authority is the end user of the Clever Devices on -board IVNTM systems and the depot -based CleverCAD®, BusLink® software system and BusToolsTM data management software. For the purposes of this document, any reference to the "County ", "ECRTA" or the "Eagle County" shall include ECRTA. Current Point of Contact: Lance ,Trujillo Transit Technology Administrator 3289 Cooley Mesa Road Gypsum, CO 81637 ECRTA Maintenance Plan.doc Page 1 of 13 • 3 Technical Support Clever evices prides itself on providing the best customer service and support in the industry. Clever evices' service organization . specializes in providing a variety of levels of support. Service levels are dependent upon the individual project and the expressed needs of the transit agency. Technical Support's regular business hours are Monday through Friday, 8:30am to 5:OOpm EST. All other times are considered "after hours ". After hour calls will be received by an answering service. When priority levels constitute (as detailed in section 3.1), the call will be forwarded to a Clever Devices support associate. 3.1 scalation Process Cleve evices routinely provides two methods by which agencies request technical support: by toll - free customer service number or through e-mail. During regular business hours, contacts for Clever Devices' service and support are as follows: Customer Service number: 1- 888 - 478 -3359 Email address: TechnicalSupport@CleverDevices.com *Note.. All technical issues should first come in through Technical Support. All aft r hour calls should be made solely to the Technical Support phone at 1- 888 - 478 -3359. Once an ECRTA employee contacts Clever Devices by phone or email, a Support Technician is notifie followed by the Technical Supervisor and, if necessary, the Director of Service and Project Manag r. Any reporting method defined above results in a documented, traceable, and controlled manag ment of maintenance support for ECRTA. Clever evices escalation process applied by our technical help -desk when in receipt of a request for suppo and validated as a Priority 1 or 2 "Corrective Maintenance" issue is described below. Priori 1 calls are defined as issues that severely impact the operation of ECRTA's ITS system by preven 'ng the use of revenue generating fixed route or para - transit vehicles or garage assets equipp d with Clever Devices systems. Priority 2 calls are defined as non - systemic issues that may limit brit not debilitate fixed route or para- transit vehicles or garage assets equipped with Clever Device$ systems. If a Pri rity 1 is reported to the support help -desk, the following escalation procedure will be imple nted: Support personnel will be notified and will respond to the call within 2 hours of call being received. ECRTA aintenance Plan.doc Page 2 of 14 • The Technical Supervisor will be notified within 4 hours of the call being received if the system has not been brought up to full operation. • The Director of Service and Project Manager will be notified within 4 business hours of the call being received if the system has not been brought up to full operation. If a Priority 2 is reported to the support help -desk, the following escalation procedure will be implemented: • Support personnel will be notified and will respond to the call within 8 business hours of call being received. • The Technical Supervisor will be notified within 12 business hours of the call being received if the system has not been brought up to full operation. The problem may be escalated to any level of technical services sooner than the time limits stated above at the discretion of Clever Devices in order to better coordinate resources necessary to resolve the problem. Clever Devices acknowledgement response time is within 120 minutes of placing the first call to our help -desk. If system operation is restored but the issue is not closed, the priority may be reestablished to accurately reflect the impact of system operation. Conversely, if a problem originally reported to Clever Devices becomes more severe, ECRTA should contact Clever Devices' support immediately to ensure the issue is reclassified accurately. Issues are handled on a priority basis so it is imperative that the proper priority number be assigned to each case. 3.2 Online Support Clever Devices will provide ECRTA with remote support as necessary. Clever Devices will have the capability to access ECRTA's internal network and assess issues and diagnose problems remotely. Additionally, Clever Devices has the capability to update code or deliver bug patches using this method. Clever Devices routinely uses a Virtual Private Network (VPN) connection with permission from the transit agency to gain access to their internal network. Clever Devices agrees to comply with ECRTA's ITS connection policy barring the policy and procedure does not impede with troubleshooting or functionality of Clever Devices' system. Clever Devices will not access ECRTA's internal network for any purpose other than as provided in this Agreement for technical online support. Clever Devices' regular business hours are from 8:30am to 5:OOpm EST, Monday through Friday. However, calls into our technical support department made after hours will be forwarded to an ECRTA Maintenance Plan.doc Page 3 of 14 answering service. Priority 1 calls will then be dispatched to Clever Devices support personnel who will provide prompt follow up with ECRTA. The only requirement Clever Devices has in order to provide online based support is that ECRTA allows Clever Devices to connect through a VPN to the ECRTA internal network. 3.3 Professional Assistance During Upgrades Clever evices believes it is imperative to provide professional assistance for upgrades. When an upgrad is available, Clever Devices' service and warranty departments will notify the necessary parties t the transit agency of the upgrade by phone, e-mail and /or mail. If the a ency chooses to execute the upgrade option, Clever Devices will install the software on the require hardware remotely or in person (depending on software and size of release). Additionally, Clever Devices will provide documentation (training manual, release notes and/or manuals) summarizing the changes made to the system. As a standard, Clever Devices accompanies release notes with a cover letter expressing the changes in the software. 4 Software Maintenance This So are Maintenance Agreement ( "Agreement ") is entered into between Clever Devices and Ea • le 1 stint ( "Customer "). This agreement consists of the Terms and Conditions which describe the deft litions and maintenance procedures for the Software Product(s) supplied by Clever Devices and ide I tilled in this agreement. This agreement is subject to the End User License Agreement (please eference Attachment A) of this product and the performance of the features and functions outline • in the User Manual or Acceptance Test Procedure document. The So' are Maintenance Agreement is subject to the terms and conditions of contract entered into by Eagl County and Clever Devices contemporaneously with this Maintenance Agreement. 4.1 S ftware Product Identification • ' oftware Product License Holder: Eagle County Transit (ECRTA). • • oftware Products: o On -Board BusWare o BusTools«il o DCC (Site License For ECRTA) ECRTA Maintenance Plan.doc Page 4 of 14 o BusLink® Authentication o BusLink® Distribution o CleverCAD o CleverReports o APC 4.2 General Definitions • "Customer" means the single end —user organization (license holder of the Software Product) signing this Agreement and authorized to use the Program(s). • "Software Product" means the specific Clever Devices licensed product(s). • "Software Upgrade" means a version of the software as classified by Clever Devices which has been enhanced, improved and/or modified and replaces the existing version of software. An upgrade advances the product to a level of features or other enhancements which are above the original published and agreed specification, or product manual. • "Software Maintenance" means maintenance provided for all components of the Software Product purchased. • "Maintenance Update(s)" means either a modification or addition that, when made or added to the Software Product, brings the Product into material conformity with its published specifications. • "Maintenance Period" is the duration of the maintenance subject to the terms and conditions of the contract. 4.3 Scope of Maintenance Support During the maintenance term, Clever Devices agrees to basic maintenance services in support of the licensed Software Product. Maintenance services shall consist of: • Maintenance Updates: Customers with valid Software Maintenance Agreements will be supported with the most current maintenance update of the software. Customers will be given periodic maintenance updates of the Software. Maintenance Updates may incorporate corrections of any substantial defects, or fixes of any minor malfunction. In addition, the periodic updates may include enhancements to the Software that are implemented at the sole discretion of Clever Devices. Clever Devices shall provide reasonable assistance to help you test, install, and operate each new release. As defined in section 4.2, a Maintenance Update ECRTA Maintenance Plan.doc Page 5 of 14 means either a modification or addition that, when made or added to the Software Product, brings the Product into material conformity with its published specifications. • Software error and defect corrections: Clever Devices shall be responsible for using all reasonable diligence to correct verifiable and reproducible errors when reported by the maintenance team to Clever Devices in accordance with its standard reporting procedures. Reported defects will be reviewed by Clever Devices. Reported defects will be defined as • Defect: To be corrected by the next maintenance release. • Enhancement: Desirable enhancement which will be reviewed for inclusion in the next maintenance release • Error and release testing will be performed at Clever Device's offices. Errors reported will be tested on a test platform in a controlled environment. If applicable, the Customer will supply lever Devices with a copy of the most current database associated with the version of oftware for which errors have been reported. • echnical Support. Clever Devices shall provide technical phone support during the aintenance period. • ngoing Support. Benefits provided herein are not guaranteed to be available in subsequent aintenance agreements without regard to continuity and are subject to change at the sole iscretion of Clever Devices. Ongoing costs for support and upgrades will be held to the erms of our maintenance agreement. The standard maintenance agreement will be renewable n an annual basis subject to an annual price escalation of 3% or the Consumer. Price Index, hichever is greater, not to exceed 5 %. 4.4 Additional Services Clever evices may provide additional services, as mutually agreed, in support of the Software Product subject to payment of its normal charges and expenses: • roduct Upgrade. Clever Devices may, from time to time, offer major enhancements which replaces the existing version of software. Product upgrades will be a new major release of the Software Product. An example of which would be an upgrade from Microsoft Windows XP to Microsoft Windows 7. • Custom Enhancements. Clever Devices will consider and evaluate the development of additional enhancements for specific use and will respond to requests for additional services pertaining to the software product. Each response for an enhancement will include a cost to produce the enhancement. ECRTA Maintenance Plan.doc Page 6 of 14 4.5 Customer Responsibilities When an error has been discovered, it is the customer's responsibility to report it to Clever Devices' Technical Support Department. Contact information during regular business hours, Monday through Friday, 8:30am to 5:00 pm EST are as follows: Technical Support number: 1- 888 - 478 -3359 Email address: TechnicalSupport@CleverDevices.com All other times are considered after hour calls should be made solely to Technical Support by phone at 1- 888 - 478 -3359. Clever Devices' service personnel will assign the reported error a Customer Tracking Number. Upon discovery of an error, and if requested by Clever Devices, ECRTA agrees to submit a listing of any data that Clever Devices may require to reproduce the error and the operating conditions under which the error occurred or was discovered. 4.6 Exceptions The following are not covered by the software maintenance agreement: • Any problems resulting from failures of the hardware platform on which the software is installed, or problems resulting from hardware or network devices connected or installed on the hardware platform on which the software is installed. • Any problem resulting from the misuse, improper use, alteration, damage of the Software Product(s). • Errors in any version of the Software Product(s) other than the most recent update delivered and deployed to the ECRTA fleet. • Problems and errors resulting from improper installation of the delivered software product by the end user, or problems and errors resulting from the installation of software or hardware products not approved by Clever Devices for use with this product. The customer will be responsible to pay Clever Devices' nonnal charges and expenses for time or other resources provided by Clever Devices to diagnose or attempt to correct any such problem. In addition, the customer will be responsible for procuring, installing, and maintaining all equipment, communication interfaces, and other hardware necessary to operate the Software Product(s) and to ECRTA Maintenance Plan.doc Page 7 of 14 f obtain thaintenance services from Clever Devices. Clever Devices will not be responsible for delays caused by events or circumstances beyond its reasonable control. 5 Hardware Maintenance The Hardware Maintenance Agreement is subject to the terms and conditions of contract entered into by Eagle County and Clever Devices contemporaneously with this Maintenance Agreement. 5.1 Warranty Hardware Maintenance 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 the contracted terms. 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 the defective part or the product at no cost to ECRTA. Bench fees will apply to any product received by Clever Devices Ltd. with a "No Problem Found" (NPF) condition. Products returned with failures caused by improper use 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. It is ECRTA's responsibility to make certain that new products are not being purchased for the replacement of defective products that are under warranty. Clever Devices Ltd. will not honor credit requests on any defective/ used product. Product replacement will be the only option available to ECRTA. At the discretion of Clever Devices Ltd., limited quantities of restockable, unused product may be returned for credit. The product must be unused and in the original unopened containers. A 20% 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. ECRTA Maintenance Plan.doc Page 8 of 14 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 loss or destruction of other property, or from any other cause. 5.2 Warranty Repair Policy A replacement or repaired product assumes the remaining warranty of the original product or 90 days post repair, whichever provides longer coverage. When a product is exchanged, the replacement product becomes ECRTA's property and the replaced product becomes Clever Devices' property. 5.3 Spare Parts Inventory In support of the contract, ECRTA will maintain an inventory of IVN® system components which repairs will be completed. ECRTA will be required to maintain the spares inventory to the recommend level in order to support maintenance activity. Clever Devices recommends and has included in the base price spare part levels as outlined in Attachment B- Recommended Spare Part Levels. An ECRTA technician will remove and replacement a defective component with a spare and send the defective component to Clever Devices for analysis and repair or replacement via the Returned Merchandise Authorization (RMA) process (detailed in section 5.5). Shipping of units for repair are covered on an individual event basis and not included in the service price. If there is no unit in the spares pool to support remove /replace /restoration activity, the repair will be delayed until equipment is delivered to the property. 5.4 Obtaining Warranty Service ECRTA is responsible for returning any defective products to Clever Devices Ltd. No products will be accepted without an RMA number. A Returned Merchandise Authorization (RMA) number will be provided by Clever Devices' Customer Service Department at the request of ECRTA. The original purchaser must package the product properly. Clever Devices Ltd. is not responsible for any damage to the product caused during transit or for any package lost by the shipping company. ECRTA shall assume the costs of all defective product shipments made to Clever Devices. Upon a completed Failure Analysis, product(s) will be ready to ship back to ECRTA. The shipping costs to ECRTA of all products covered under warranty will be the responsibility of Clever Devices. The shipping costs for all Non Warranty Repairs /Replacements and/or No Problem Found conditions will be the responsibility of ECRTA. ECRTA Maintenance Plan.doc Page 9 of 14 RMA Ship to Address: Clever Devices Ltd. Attn: Customer Service Department RMA# 300 Crossways Park Drive Woodbury, NY 11797 5.5 RMA Procedure Clever Devices has included a description of how Clever Devices' Return's Process occurs. In this contract, ECRTA shall request an RMA number from the Clever Devices Customer Service Department through one of the following methods: Customer Service number: 1- 888 - 478 -3359 Email address: CustomerService @CleverDevices.com In order to process an RMA, Clever Devices will need the following information from ECRTA: • Item Description (i.e. IVN ®3) • Clever Devices Part Number • Serial Number • Quantity being returned • Reason for Return • Bus Number Clever Devices will respond to an RMA number request within 48 hours. Once Clever Devices provides an RMA number, ECRTA can then send the product to Clever Devices. Once Clever Devices receives the product, it will subsequently be evaluated by a Clever Devices Bench Technician. If the product is repairable, Clever Devices' personnel will repair the product. If the product is not repairable, Clever Devices will replace the product with another from Clever Devices' inventory. The "Owner of Failure" will be assessed at the time of the evaluation and shall be reported by the Clever Devices Customer Service Representative at time of completion. Clever Devices will return the product within 45 days of receiving it from ECRTA. Clever Devices will make every attempt to reference all documentation sent by the agency when returning the product. ECRTA can contact Clever Devices at any time during the RMA process to check the status of the equipment. Clever Devices will provide ECRTA with a detailed quotation and/or invoice for all costs associated with non - warranty repairs. ECRTA Maintenance Plan.doc Page 10 of 14 5.6 Clever Devices Ltd. Non - Warranty 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 5.6.1 Non Warranty Bench Repair Prices Non - Warranty repairs will be performed on a time and materials basis. Clever Devices will invoice ECRTA for service technician labor at a rate of $150.00 per hour. A minimum 1 hour will be charged for labor. After the first hour, labor will be charged to the nearest 1 /2 hour. 5.6.2 Non Warranty Field Repair Prices Field repairs will be made to customer's facility upon request. Services will be performed on a best effort basis. Time, expenses, and materials will be charged, as outlined below, unless other arrangements are made in advance. All travel must be pre- approved and is based upon actual prevailing airfare, hotel /motel rooms and Per Diem rates. Please 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 95.00 * ** *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 previous negotiated rate and /or personnel involved.lan ECRTA Maintenance Plan.doc Page 11 of 14 NON - CLEVER DEVICES LTD. PRODUCT RECEIVED FOR REPAIR: Product(s) received by ECRTA for repair that were not manufactured or supplied by Clever Devices Ltd shall be returned to ECRTA. ECRTA shall be responsible for the shipping cost(s) associated for the return of each product, along with a processing fee. ECRTA Maintenance Plan.doc Page 12 of 14 • Attachment A- End User Software License Agreement ECRTA Maintenance Plan.doc Page 13 of 14 • Attachment B- Recommended Spare Parts Levels Spare, On -Board System for ECO Buses Qty IVN3TM Controller, ECO /Gillig BRT v1 1 IVN Bracket Hardware 1 IVN'M Transit Control Head, VGA Color 1 Swivel Mount, Pedestal TC 1 Antenna, Multi -Band 1 Modem, CDMA Verizon Cellular 1 Spare, On - Board System for ECO Chevy 5500 Qty IVN3'M Controller, ECO /Gillig BRT v1 1 IVN Bracket Hardware 1 IVNTM Transit Control Head, VGA Color 1 Swivel Mount, Pedestal TC 1 Antenna, Multi -Band 1 Modem, CDMA Verizon Cellular 1 Spare, On - Board System for ECO Supervisor Vehicle Qty Modem, CDMA Verizon Cellular 1 Spare, AVA System for ECO Fixed Route Vehicles Qty IVNTM LED Sign, 20 Character w /Molex 1 IVNTM AVC Microphone 1 Speaker, 4" 1 Spare, APC System for ECO Fixed Route Buses Qty APC Controller Assembly 1 APC Receiver Assembly 1 APC Transmitter Assembly 1 Bracket, APC 1 Spare, APC System for ECO Fixed Route Chevy 5500 Qty APC Controller Assembly 1 APC Receiver Assembly 1 APC Transmitter Assembly 1 Bracket, APC 1 ECRTA Maintenance Plan.doc Page 14 of 14 Exhibit B -2 Clever Devices Support Service Pricing Product Year 1 Year 2 Year 3 Year 4 Year 5 License Per Bus* included $6,581.25 $6,778.69 $6,982.05 $7,191.51 Site License* included $23,490.00 $24,194.70 $24,920.54 $25,668.16 Hardware* included $3,824.45 $3,939.18 $5,917.35 $6,039.07 Automated Stop Annunciation* included $892.13 $918.89 $946.46 $974.85 APC 2 Door* included $1,162.39 $1,197.26 $1,233.18 $1,270.17 APC 1 Door* included $95.55 $98.41 $101.37 $104.41 BusWare APC* included $1,417.50 $1,460.03 $1,503.83 $1,548.94 RSM APC Reporting Software* $2,750.00 $2,750.00 $2,750.00 $2,750.00 $2,750.00 Enghouse Sched2l ** $5,580.00 $5,692.00 $5,804.00 $5,921.00 $6,039.00 Totals $8,330.00 $45,905.27 $47,141.16 $50,275.78 $51,586.11 *Maintenance period will start immediately on system acceptance of each product and will continue for 365 days. * *Maintenance period will start 90 days after system acceptance of product and will continue for 365 days. 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 $95.00 * * ** 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.