HomeMy WebLinkAboutC15-498 Productive Solutions LLCACft"EEMF.NT FOR EQUIPMENT ANDIOR MATEruAI"S BETWEEN
EACLE COUNTY. COLORADO
AND
PRODUCT'IVE SOTT]TIONS. LLC
THIS AGREEMENT {"Agree ment"} is effectivs as of rhe &t-", of lt'nn *lp f , J0 | 5 by and between
Productive Solufions, LLC, a division cf VF Managemsnt LTD, a Nevada limited liability company (hereinafler
'Yendot'') and Eagle County, Colorado, a body corporate and politic {hereinafler "Cout}ty"},
RECITALS
WHEREAS, County desires to purchase an additional pass printer {Primacy l}uplex Expen Mag ISO Printer) and
xsociated licensing to work with ECO Transit's AFM Fare Media lD Produution syttem; and
WHEREAS, Vendor has the time, skill" expertise, and axperience nece$sary to provide the equipment andlor
malerials as sel forth below in paragraph I hereot and
WHEREAS, this Agreement shall govern the relationship between Yendor and County in connecrion with the
procur€{nent of equipment andlor rnaterials.
AGREEMEl\iT
NOW, THEREFORE, in consideration of rhe fonegoing and the follorving promises Vendor ald Courty agree as
follows:
1. Esuipment and License. Vendor agrees to prccure the materials, rquipment andlor products (collectively
ths "Equipmert*) described in Exhibit A ntrich is a{iached heretr: and incorporated herein by reference, The
Equipment shall be provided in accordance with thc provisions and c.anditions of this Agreement.
s. Vendor agrees to furnish the Equipment no larer than December | , 201 5 and in accordance with
the schedule ostablished in Exhibit ,rr. I f na date is specified in SbibilA, thsn vendor agrees to fumish the
Equipment in a timely and expeditious manner. By signing below. VendorrepresenB lhat k has the expertise and
persorurel necessaqr to properly and timely provide the Equipment.
b. Vendor hereby gra$ts to County ane ( I ) pprpetual, nontransferable prindpicture slation license for
ECO Transit's AFM lD system which will access the exisring application and riatabase. This license will be in
addition to the tuo i2) existing licenses that ECO Transit has previously purchased &om Vendor.
c. For purposes ofongoing Technical Support, *is Equipmen: shall be included as pan ofthe Fare
Media tD Prcduction Module (the "Module") purchased frorn Vendor in ?014 tContmct #C14-037, Agreement
betr*een Eagle County and Productive Solutions) and should County renew the ongoing Tec.hnical Support pursuant
to tbe aforementioned agreement, this Equiprnent shall be considered within the scope of Technical Suppon.
d. ln addirion to any Warranty prsvisions s€t forth in this Agreement, the Primacy Duplex Expert
Mag ISO printer shall be wanantied fbr a period of 36 months by the manufacturer.
-agle County Cammi$sloners' Office
C15-498
€. ln the event of any conllict cr inconsistency between the terms and conditions set forth in Exhibir
A and tle terms and conditions set forth in this Agreement, the terms and candirions set forth in this Agreement
shall prevail,
fl, County shall have the righl to inspect all Equipment. lnspection and accepiance shall not be
unreasonablydelayed or refused. In the event County does nol acceptthe Equipment for any reason in its sole
discretion- then Vendor shall upon County's request and at no charge lo County:
iek6 the Hquipment back;
exchange the Equipment; or
repairthe Equipment.
2' Countv's Rspresentntive. The ECO Transit Depadment'r designce shall be Vendor's contacl wilh rpspect
to this Agreement.
3. J'erm otlthe Asreement. This Agreement shall commence upon the date first wriften above, and subject to
the provisions of paragraph t hereol shall continue in full fcrce and effect through the I st day of Decembsr, 2015.
4" Extension or Modification. Any anendments or modifications shall be in writing signed by both parties.
)fo additional Equipment shall be provided by Vendor unless and until Vendor has obtained writterr authorization
and acknowledgement by County for such additional equipment in accordance with County's internal policies.
Accondingly, no sourse nfconduct or dealings between the parties, nor verbal change orders, express or implied
acceptancs ofalterations or addition$ to rhe Equipmeng and no clainr that County has been unjustly enriched by any
Oquipmenq whether or not thers is in fact any such unjust enrichrnenr" shall be the basis ofany increase in the
compensation payable hereunder. In the €venl that written authorization and acknowledgment by County for such
additional equipment is not timely executed and issued in strict accordancs $'ith lhis Agreenrent, Vcndor's rights
with respect to such additional equipment shall be deened waived and such failure shall result in non-payment for
such additional equiprnenr.
.i' Corngensaiion. Counry shall cornpensate Yendor for the Equipment in a sum compuled and payable as sei
fonh in Exhibit A. The Equipment under rhis Agreement shdl not esceed $5"5it6.00.
a. Payment will be made for Equipment satisfactorily delivered" insralled by Eagle County IT with
assistance from Productive Solutions' sfaffand acceptpd by County u.ithin thirty {-10} days of receipt of a proper and
ascurate invoice ftom Vendar. All invoices shall include detail regarding the Equipment and such other detail as
C'ounty may request.
b, I{, at any time during the term or after termination or expiration af this Agreement, C-ounty
reasonably determines that any payment made by County to Vendor was improper because the Equipnrnt frr which
pa)'m€rt was madc were not pmvided as set forfh in this Agreement, then upon writlen notise of such determination
and request for reimbursement from Counfy, Vendor shall forthwith rc$rn such payment(s) to County, Upon
termination or expiration of this Agreement, unexpended firnds sdvanced by County, iiany, shall forthwith be
rslurned to C:ounty.
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HagJ* (lounrT* Materi$ls and lfuuipment Agrecmcnt 5ll4
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c. Notwithstanding anyhing tr: the contr&y contained in rhis .dgreement, County shall have no
obligations undEr this Agreement after, nor shall any payment$ be made to Vendor in respect of any period a{ter
December 3l of any year, without an apprcprietion thereftrr try County in accordance with a budget adopted by xhe
Board of County Ccmmissioners in compliance with Article ?5, title 30 of rhs Colorado Revised Slatutss, the Local
OovernrnentBudget["aw{C.R.S.29-l-10ln.seq.}a$dtheTABORAmendment{ColoradoConsriturion,ArticleX,
Sec. 201,
6' Indemnificatio$. The Vsndor shall indemni$ and hold harmless County, ancl any of its officem, agents and
employees against any losses, claims, damages or liabilities far *hich County may became subject !o insofar as any
such lcsses, claims, damages or liabilities arise out of, directly or indirectl.v-, this Agreement, or are based upon any
performance or nonperfonnance by Vendar or any ofits subcontractors hereunder and Vendar shail reimburse
County for reasonable attorney fees and ccsts, legal and other expenses incurred by County in connection with
investigating or defending any such loss, claim, damage, liabiliry rrr action. This indemnifiearion shatl not apply to
claims by third parties against the County to the extent that County is liable to such third pany for such claims
without regard to the involvement of the Vendor. This paragraph shall survive expiration or terminstion heresf.
7. Docunrents. Vendor shail execule any bill of sale or othsr documents required by County to transfcr titl€
of the Equipment to County. trrendor shall provide copies of any instrugion or operations nanuals and shall fi.rthcr
provide copies of any rnanufacftners warranties associated with the Eqrdpment.
8. Notice. Any natice required by this Agreemsnt shall be deemed properly delivered when {i} pemonally
delivered, or {ii} wtren mailed in the United Sutes mail, first class pssrage prepaid, or (iii} when delivered by Fsdgx
or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below. or {iv)
when senl via facsimile so long as the sending pa*y can providr facsimiie machine or olher confirmrtion showing
the date. time and receiving facsimile number for the trmsmission. or {v} when rransmitted via e-mail with
sonfirmation ofreceipt. Eirher party may change its addross for purpores ofthis paragraph by giving five (5) days
prior written notics ofsuch change to the other parfy.
COUNTY:
Eagle County, Colorado
Attention: Lance Truji I lo
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-i28-3440
Facsimile: 970-328-3529
E-Mail: lance.trujillo@e*glecounry.us
With a copy to:
Eagle County Attomey
500 Broadrray
Post Office Box 850
Eagle, Co 81631
Telephone: 970-38'8685
Facsimiie: 970-328-8699
E-Mail : atty@eaglecounty. us
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liagle Countv Marrrab and Fquipmant Agrement jll4
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VF,NDOR:
Produetive Solutions, LLC
Atter*ion: Fcther Dugan
4600 Kietzke Lane
Suite M248
Reno, Nevada 89502
Telephone: 775-32?-5700
Facsimile: ?75-122'5803
E-Mal: Fether@productivesol utions,net
9. Termination. County may terminats this Agreemenl within 30 days oldelivery olequipfmen( in whole or in
part at any lime and for any reasoni with or without cause. and without penalry therefor with seven (7) calendar days'
prior written notice to the Vendor. Upon termination of this .A.greement, Vendor shall irnmediately provide Coung
with all documents as defined in paragraph 8 hereol in such farmat as County shsll direct and shall rsrurn all County
owned matgrjals and documenrs in the possession of Vendor, if any. County shall pay Yendor for Equiprnant
satisfactorily inspected and accepted to the date oflerminatisn.
10. Venue. Jurisdictior and Apnlicable Law. Any and all claims, disputes ilr controvenies related to this
Agreernent or breach thereof; shall be litigated in the Distrist Court for Eagle Couniy, Colorado, r1{rich shall be the
sole and exclusil'e forum for such litigaticn. This Agreement shall be construed and interpreted under and shall be
govemed by the laws of the State of Colcrado,
I l. Exccution bv Countemarts: Electronic Signatgr€S. This Agreernarrl rnay be executed in two or more
countsrpart$, each of whiqh shall be dssrned an original. but all of which shall constitute one and the same inslrument.
The parties approve the use of eiectronic signatures for execulion of this Agreement. Only the following r,iuo forms of
elecfonic signatures shall be permitted to biniJ the parties 10 this Agreement 1i) Electronic or
facsimile delivery ofa fully execursd copy ofthe sigrrature pag€; {ir} the image <lf rhe signature ofan authorieed
signer inserfed onio PDF format documenls. All documents must be properly notarized, if applicable. A"ll use of
electronic signatures shall be govemed by the Unibrm Electronic 'fraRsactions Act. C.R.S. 24-? | .3-l0l to l2l.
Other Connact Reouirements and Vendor Regtsentations.
a. Yendor has familiarized itself with the intended purpose and use of rhe Equipment to be provided
hereunder, the intended use of such Equipment by C.ounty" and with all local conditiols, federal, state a$d local
laws, ordinances, rules and reguladons that in any manner affect ro$t, progress, or tsquipmeil.
b" Vendor will make, or cause to be made^ examinations. investigations. and tests as he deems
necessary for the perbrmance of this Agreement.
c' The lbct that the County has accepted or approved the Equipment shall not relieve Vendor ofany
ofitsresponsibilities. Vendorrepresentsandwarrantsthatithastheexpertiseandpersonnelneoessarytoprcperly
perhrm the tsrms ofthis Agreement. Vendor shall provide appropriate supervirion ro its employees to ensure the
performance in accordance with rhis Agreement. Vendor will provide tjre Equipment in a skillful, proft:sional and
competent msnner and in accordance with the standard of care applicable to vendors supplying similar equipment.
d. Vendor warants merchantability and fitness ofthe Equipmenr lbr its intended use and purpose.
e. Vendor hereby represents and waranis that the Hquipnrent will be new and guarantees all
Equipment against defects for a period ofone {l) year fiom the date the f,quipment is accepted by County, or such
longer period as may be provided by the law or as otherwise agreed to by rhe panies. Warranries do nor include any
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Eoglr County Materials and l4uiprncnt Agrccrnenr 5/14
hardware damage, after acceptance by the client, caused by any. unauthorized consumables and unacceptable use
{sxample dropping unit liom any height, firrcing, beyond reasonable toler&nce any unit doors or lqtchei to snable},
f. All guarantees and warrantjes of Equiprnent fumished to Vendor by any manufacturer or supplier
are far the benefit of County. tf anl manufacturer or supplier of any Equipment fumishes a guarants€ or wnrrante€
for a period longer lhan one { I } yean, fhen Yendor's gusrantes or warrantee shall extend for a like period as tc sr.tch
Equipment.
g. Vendor uarrants that title to all Equipment shall pass ta County either by incorpontion into thc
County facility or ripon receipt by vendor of payment *om County (whichever occun first) free and clear of all
liens, clairns. security interests or encumbrances. Vendor further warants that Vendor {or any other pcrscn
performing Work) purchased all Equipment frce and clear of all liens. claims, security interesfs or encumbrances.
Notwithstanding the foregoing, Vendor assumes all risk of loss with tespecl to the Equipmenr until County has
inspected and approved the same.
h. GuarantEes and warranties shall not be roilstrued to rnodify or limit any rights or actions County
may otherwise have aga.inst Vendor in law or in eguiqy.
i. Vendor agrces to work in an expeditiou$ manner, within the snund exercise of its judgment and
professional standards, in the performanraof'this Agrrcment. Time is of the essencs with respectlo thi*
Agre€mext.
j' "l-his Agreemenl constitutes an agreenent for performancs by Contractor as an indcpendent
Conkactor and nol as an employee of County. Ncthing cr:ntained in rhis Agreernent shall be de€med lo cr€are e
re lationship of empioyer-employee, master-servant! padnership, joint venture or any other relationship betraleen
Countyand VendorexceplthatofindependentVendor. Vendorshall harre no authorityto bind County.
k' Vendor represents aud warftmts that at all tirnes in fhe performance of thp Agreemgnt, Vendor
shall comply with any and all applicable laws, codes, rules and reguiations.
l" This '{,greement contains the enlire agreernenl bstwffn the parties with respecr !o the subject
me$er hereofand supersedes all other agreemenfs or understanding bet*'een the paraies with respect thereto.
m' Vendor shall not assign any portion of this Agreement wi$out the prior written consent of the
counfy' Any afiempt to assign this Agreemenr without such consenr shall tre void.
n. This Agreement shall be binding upon and shall inure to the benefit ofthe parties hcreto and their
respsctivo permined assigns and successors in interest. Enfurcement ofthis Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to any third party.
o' No frilurc ot delay by either party- in the sx$cise of any right hereunder shall constitutq a ws:iver
thercof' Na waiver of any breach shall be deemed a waiver of any preceding or succeeding breach,
p' The invaiidity, illegality or unenforseability of any provision of this Agreemcnt shall not affect the
validity or enforceability ofany other prcvision hereof.
q. The signatories to this Agreemenl aver to their knowledge no employee of the County has any
personal or beneficial interest whatsoever in the Equipment described in this Agreemenr. 'fhe Vendor has no
beneficial interesf. direct or indirecl that would conflicl in any rnanner or degree wiih the perforrnance ofthe
Agreement and vendor shall nor employ eny person having such knorn interests j
faglc County Materials and Equipm{r,t Agreem€fi j/|4
r. The Vendsr. ifa natural person eighteen ( I 8) years ofage ar older, hersby swears and affirms
under penalty of perjury that he or she {i) is a citizen or otherwise lawfulty preselt in the Ljnited States pursuant to
f*deral law, {ii) to the ertent applicable shall c*mply with C.RS. 34-76.5-103 prior to the effective daie of this
Agrrement"
l.l. Prohibitions on Gol.ernment Contracts.
As used in this Section 14, the term undocumented individual will refer to those individuals from &reign
countries not legally it the United States as set fonh in C.R.S. 8-l?.5-i01. si, seq. lf Vendor has any cmployecs or
$sbcontrastors,Yendorshall complywithC:.R"S.8-17.5-lCIl"et.seq.,andrhisAgreemenr Byexecutionofthis
Agreement Vendor certifies tlrat it does not knrrwingly cmploy or contra* with an undocumenmd individual who
will perfcrm under this Agreement and that Yendor will participete in the E-veri$ Program or other Department of
Labor and Employment program ("Department Program ') in order to confirm rhe eligibility of all employees who
are newly hired for employment to perfi:rm Services under this Agreement.
Vendor shall not:
i' Knowingly cmploy or confract with *n undocumented individual io perforn Services
under this Agreenrent; or
ii. Enler into a subcnnract that fails to eedifu to Vendor that the subcontracbr shell not
knowingly enploy or conila.t with an undocumented individual to perlorm rvork under the public sontract for
services.
b. Vendor has confirmed *e employment eligibility of all employees who ars newly hiled for
employment to perform Serviees underthis Agreementthrougl participation in *e E-VeriS Program or Departmcnt
Program" as sdministered by the United Sta:es Department of Homeland Security. lnformalion on applying for thc
E-veri! program can be found at:
hrtp:/www.dhs^ govlxorevprot/programslgc_l I 8522 I 678 l 50.shtm
c. Vendor shall not use either the E-veriS program or other D€partnrent Program procedures to
undertake pre-employrnent screeningofjob applicants while the public contract for services is being pcrformed.
d. Il'Vendor obtains acrual knowledge that a subcontractor performing work under the public
contrast for services knowingly employs or contracte with an undocumented inrtividual. Vendor shall be required ts:
i- Notifo the subcontracbr and Csurly *,ithin three (3) days that Vendor has acrual
knowledge that tlre rubcontractor is employingor contracting with an undocumented individual: aad
ii' Terminate the subcontract with the subsontractor if wirhin three days of receiving the
rotice requirsd pursuant to subparagrapb ti) of the paragraph (d) the subcootractor does not stop employing or
contracting with the undocunrented individual; except that Vendor shall not terminate the contrect wirh the
subcsnhactor ifduring such three {3) days the subcontractor provides inforrnation to establish *rat the subcontractor
has aot knowingly employed or contrscted with an undocumented individual.
Vendcr
made in the course of, an
c.R.s.8-17.5-102{5}.
shall compiy with any reasonable request by the Department of Labor and Employnenr
investigation that the department is undertaking puniuant to its authority e$ablished in
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Eagle Count-v Materials a;rd F4uignent Agtwmdnr jll4
f' If Vendor viclates these prohibitions, County may terminate the Agreement for breach of contract.
lf the Agreement is so terminated specilically for breach of this provirion of this Agreement, Vendsr shall be liabls
lsr actual and consequential damages to County as requirerj by law.
g. County will nodfy the Colorado Secretary sf State if VenCor violates this provision of this
.Agreernent and County terminates the Agreemsnt for such breach.
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I:aglr Courrry Marerials and €quipmrnt Agre€menr Sll4
IN WITNESS WH-EREOF, the pa*ies have executed this Agreement the day and year first set forth above.
COUNTY OF'EAGLE. STATE OF COLORAD0, By and
Through lts COUNTY MANAGER
By:
Brent MuFall, Count'v Mir
E
[.$glc [bunly Llalr:rels and lluipmcnt Agr*mcnt 5114
Print Name:
EXHIBII" A
SCOPS OF SERVICES A]$D EQUIPMENT, SCHEDIJLE. FEES
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Eagle County lvtataials and F4uitrneft Agr€ement 5/14
PRODUCTIVE SOLUTIONS
59 Damonte Ranch Pkwv 8339
Reno NV 89521
Estimate
Date Estimate #
9nn5 11475
Project
2,500.00
Total
2,500.007
Name / Address
Eagle County Regional Transportation Auth
P.O. Box 1070
Gypsum, Colorado 81637
Description
One Print/Picture License for ECO Transits AFM ID svstem. this
will access the existing application and database.
Includes remote installation and setup only. This will require
assistance from the ECO IT department and remote connection to
the workstation and server.
.Five custom pass generators, including data collection, logging and
printing. Setup will include configuration for design and encoding
to GFI Version 7 specifications. This included is the ability to
encode only, for Period Passes.
.Software configwed for Magnetics to the current GFI encoding
specifications
(Printing and encoding to PVC plastic card stock only no paper or
thermal paper printing.)
.One license authorizing video capture/print stations. Unlimited user
viewing and paper report printing, and data access functionality for
network users.
SQL Servers/ licensing, operating system licensing and workstation
computers are not included in the above pricing.
PLEASE NOTE: Pricing does not include onsite installation.
Primacy Duplex Expert Mag ISO - BRILLIANT BLUE
Printer with Mag ISO Dual HiColLoCo 3-track magnetic stripe
encoder, USB & Ethemet, includes one ribbon and one cleaning kit
Logitech Orbit Digital Camera
Evolis Primacy 6 Panel Color Ribbon - YMCKO-K 200 prints / roll
Ultra Cards, PVC, w/High-Coercivity Magnetic Stripe, 30 mil,
polished surface, shrinkwrapped in 100's
NonTax in Nevada
Qtv Cost
I
2
I
2,600.00
200.00
72.00
102.00
0.00%
2,600.007
200.007
144.007
102.007
0.00
We appreciate your
business!Total $5,546.00
Customer Signature
