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Home My WebLink AboutC13-018 Clever Devices Third Amendment THIRD AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND t1I n � 5 CLEVER DEVICES ��"' ZZ THIS THIRD AMENDMENT ( "Amendment ") is made and entered into this2±L 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 an Agreement dated October 11, 2011 for the purchase of hardware, software and installation services for Eagle County buses and a support vehicle ( "Original Agreement "); and WHEREAS, County and Vendor wish to amend the terms of the Original Agreement to extend the scope of work and compensation provisions. NOW, THEREFORE, County and Vendor agree that the Original Agreement 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 maintenance and warranty repair, enumerated and described in Exhibit A -4, Clever Devices proposal dated November 27, 2012, attached hereto and incorporated herein by this reference. The goods and services (including maintenance and warranty repair) described in Exhibit A -4 will be included as "Work" under the Agreement. Except as expressly set forth herein, in the event of any inconsistency between the terms of Exhibit A -4 and the Agreement, the terms of the Agreement shall control. 2. Article 4 — Compensation — shall be amended by the addition of the following language to be included as Paragraph 4.6: For Work to be performed under Exhibit "A -4," County shall pay Contractor ninety -eight thousand four hundred thirty -five dollars ($98,435.00). 3. County and Contractor agree that, except as expressly altered, modified and changed in this Amendment, all terms and provisions of the Original Agreement 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. G 9)- IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement the day and year first above written. EAGLE COUNTY, COLORDO ti5ti^ of al. By and through its Board of County ATTEST: ; Commissioners 44. * wit 'v , - - g sh,,,e v . By: A' Teak J. Simo on, Jon Sta 4; Clerk to the Board Chairm. CLEVER DEVICES By: - _ Title: gCiJ(2.e.N tiN c , ,rNe.cl UNA CARDELLO STATE OF NOTARY PUBLIC -STATE OF NEW YORK No. 01CA6155 ) ss. Qualified In Suffolk County COUNTY OF ) MY ComrnlNiOn hilt @* NavernOof (lo, U114 The foregoing instrument was acknowledged before me by kX)J ` as N ,this day of De/12,419f'Wk2...-, . My commission expires: NQ tiaikbel 1 a1 A-Wi1-L LI,' CA46 Notary Public Je Clever Devices 300 Crossways Park Drive Woodbury, NY 11797 Phone: (516) 433 -6100 Fax: (516) 433 -5088 Exhibit A -4 ATTN: Lance Trujillo DATE: November 27, 2012 COMPANY: Eagle County (ECO) FAX: EMAIL: Lance.trujillo @eaglecounty.us CD QUOTE # 12112701 ADDRESS: 3289 Cooley Mesa Road PO Box 1070 Bus in the Box, 5 Gypsum, CO 81637 RE: Administrative Vehicles, 2 PHONE: Gillig remove and replace and 1 Gillig Retrofit Clever Devices is pleased to submit the following quotation, subject to the terms and conditions listed below. Extended Item Qty Description Unit Price Price 1 1 Bus in the Box $14,422.00 $14,422.00 2 5 Administrative Vehicles $2,820.00 $14,100.00 Includes: Cellular Modem w /GPS antenna- BT5600v2 On -board Hardware 3 2 Gillig Remove and Replace $6,171.00 $12,342.00 Includes: On -board Hardware Installation remove and replace equipment 4 1 Retrofit Gillig Bus $17,214.00 $17,214.00 Includes: On -board Hardware On -board Software Installation of all new equipment 5 1 Project Labor* All installations will be done $40,357.00 $40,357.00 in 1 trip Includes: Applications Engineering Data Work Project Management and Systems Engineering Installation Supervision Total $98,435.00 Page 1 of 5 www.cleverdevices.com 1■117 °""' Clever Devices 300 Crossways Park Drive Woodbury, NY 11797 Phcne: (516) 433 -6100 FaN: (516) 433 -5088 1 CLEVER DEVICES' STANDARD TERMS AND CONDITIONS OF SALE 1.1 Software License REQUIREMENT FOR END -USER LICENSE AGREEMENT • Any entity procuring Clever Devices Ltd. (Clever Devices') licensed products which is not the end -user of the licensed product ( "Non End - User "), such as but not limited to an Original Equipment Manufacturer, to which Clever Devices is a supplier is obligated to provide Clever Devices with the End -User License Agreement (covering the software licenses associated with the contents of this quotation/proposal) signed by an authorized official of the end -user. Failure by a Non End -User to provide such a properly executed Clever Devices End -User License Agreement to Clever Devices shall make the Non End - User liable for any misappropriation or misuse of Clever Devices' products. OBLIGATIONS OF NON END -USER PROCURING ENTITIES • Non End -Users are granted the right to install the licensed products and to test their functionality in the end -user designated space or equipment. Non End -Users do not have licenses to otherwise use or operate Clever Devices' products and no other licenses or rights to use are provided or implied by this Agreement. 1. General • Prices are quoted in US$ unless otherwise specified • Prices quoted herein are valid for 90 days from the date of quotation or proposal, 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 will apply for shipments beyond 2012 • Hardware delivery lead time will be as specified by Clever Devices upon receipt of order; estimated lead time is 16 weeks from receipt of order, but if units are in stock, we will ship them sooner • Delivery is F.O.B. Clever Devices Ltd., 300 Crossways Park Drive, Woodbury, NY 11797 • Prices do not include shipping, sales tax or duties, which will be added if applicable • Clever Devices shall be paid for the items quoted above as follows: o Payment terms are Net 30 days, subject to prior approval of our credit department o 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 by Clever Devices are completed o 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 o No customer account shall be debited for parts returned without written authorization from Clever Devices o Clever Devices' General Terms and Limits of Liability apply 1. CLEVER DEVICES' WARRANTY POLICY Cl ver Devices' warranty obligations are limited to the terms set forth below: Page 2 of 5 www. cleverdevices.com ' Clever Devices 300 Crossways Park Drive Woodbury, NY 11797 Phone: (516) 433 -6100 Fax: (516) 433 -5088 1) NEW MANUFACTURED PRODUCTS LIMITED WARRANTY a) Clever Devices guarantees for a period of one year from original factory shipment that each product is free from defects in material and workmanship. b) If the product fails to operate as specified and has not been tampered with or abused during this warranty period, Clever Devices or its authorized service agents shall either repair or replace any defective part or the product free of charge. Clever Devices will supply new replacement products for items found to be defective during the original warranty period. c) Bench fees will apply to any product received by Clever Devices with no- trouble- found. Products returned with failures caused by improper use or installation will be repaired and the appropriate charges will apply. Such services by Clever Devices shall be the original purchaser's sole and exclusive remedy. Clever Devices shall not be responsible for the cost of removal or installation of warranted products unless a prior written agreement has been reached at the time of the original purchase contract. Clever Devices' labor rate table will apply for all product replacement time. d) Clever Devices will repair or replace, at Clever Devices' option, any defective product under warranty. Clever Devices will not honor credit requests on any defective used product. Product repair or replacement will be the only option available to the original Purchaser. At the discretion of Clever Devices, limited quantities of restockable, unused product may be returned for credit. The product must be unused and in the original unopened containers. A 30% restocking fee will be charged and a credit will be issued only after the product has been received and inspected. e) This warranty does not apply: (a) to damage caused by accident, abuse, misuse, misapplication or improper installation (b) to damage caused by conditions outside Clever Devices specifications including but not limited to vandalism, fire, water, temperature, humidity, dust or other perils (c) to damage caused by service (including upgrades) performed by anyone who is not a Clever Devices authorized Technician (d) to a product or a part that has been modified without the written permission of Clever Devices or (e) if any of Clever Devices' serial number has been removed or defaced. f) Clever Devices shall not be liable for any special, incidental or consequential damages for loss, damage directly or indirectly arising from customer's use or inability to use the equipment either separately or in combination with other equipment, or for personal injury or loss or destruction of other property, or from any other cause. 2) WARRANTY REPAIR POLICY a) A replacement or repaired product assumes the remaining warranty of the original product or 90 days, whichever provides longer coverage for the original purchaser. When a product is exchanged, any replacement product becomes the original purchaser's property and the replaced product becomes Clever Devices' property. 3) OBTAINING WARRANTY SERVICE a) The original purchaser is responsible for returning any defective products to Clever Devices after obtaining a Returned Merchandise Authorization (RMA) number from Clever Devices' Customer Service Department at 888 - 478 -3359. No products will be accepted without an RMA number. When requesting an RMA number, be sure to have the serial number of the equipment available. Page 3 of 5 www.cleverdevices.com �✓�Ciever Devices 30 Crossways Park Drive Woodbury, NY 11797 Phone: (516) 433 -6100 Fa): (516) 433 -5088 b) The original purchaser must package the product properly for return shipment. Clever Devices is not responsible for any damage to the product caused during transit or for any package lost by the shipping company. c) The original purchaser assumes all cost in shipping the defective product to Clever Devices and Clever Devices will assume the cost in shipping back to the customer. All replacement/repaired products are shipped UPS Ground unless a rush is requested. The cost of shipping using any mode other than UPS Ground is to be paid by the original purchaser. Sh to: Clever Devices Ltd. Attn: Service Department RMA # 300 Crossways Park Drive Woodbury, NY 11797 1, CLEVER DEVICES NON - WARRANTY SERVICE POLICY 1) NON - WARRANTY REPAIR POLICY a) Non - warranty repairs made by Clever Devices carry a limited repair warranty of 90 days on services and replacement parts only. Defects in our repair work or any parts replaced will be corrected at no charge if the defect occurs within 90 days from shipment from our facility. 2) FIELD SERVICE a) Field service calls will be made to customer's facility upon request. Time, expenses, and materials will be charged, as outlined below, unless other arrangements are made in advance. Field Service is treated as any repair. All travel must be pre- approved and is based upon actual prevailing airfare, hotel /motel rooms and Per Diem rates. Contact Clever Devices for current Per Diem rates. GENERAL FIELD SERVICE RATES: Transportation Actual cost* using commercial coach or business class air, first class rail, bus, rental car, and cab facilities as applicable, including transportation to and from the airport. Mileage Allowance IRS allowable rates + Clever Devices' allowable burdens. Personal Expenses Per Diem rates Basic Rates 150.00 ** per hour for actual time in customer's plant, plus a flat rate for round -trip travel time. Miscellaneous Actual charges for other necessary items such as tolls, parking and freight charges *. * Charges may be subject to a 12% administrative fee. ** Rates may vary because of weekend/holiday rates, the type of service required, a previously negotiated rate and/or personnel involved. Page 4 of 5 www.cleverdevices.com ..r "Clever Devices 300 Crossways Park Drive Woodbury, NY 11797 Phone: (516) 433 -6100 Fax: (516) 433 -5088 3) NON - CLEVER DEVICES PRODUCT RECEIVED FOR REPAIR a) Product received for repair that were not manufactured or supplied by Clever Devices will be logged in and Clever Devices will require that the customer supply us with their shipper number in order to return the product. Such product will be held for a period of up to 90 days and will then be subject to discard, unless alternative arrangements have been agreed to in advance Prepared By: C k ri s7li.w& 641-r i,44..g er Christine Behringer Pricing Analyst Page 5 of 5 www.cleverdevices.com