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HomeMy WebLinkAboutC17-423 Transcore LPTR�RE 2017 TransCore, LP Standard Terms, Conditions and Other information TransCore's Quote, to which this document is appended, is predicated on the following Terms, Conditions, and Other information. Any changes hereto may necessitate a revision to the quoted price and schedule. Upon acceptance of the Quote by signature below. this document shall automatically become a contractual agreement ("Agreement') between the parties and become part of any final Purchase Order. EXCLUSiONS The quoted price shall not exceed $2,000.00 without a written amendment hereto and expressly excludes the following items: (check all that are applicable) ® Traffic Control ® Permits ® Performance, Payment or Maintenance Bonds ® As -Built Drawings ® Prevailing Wages ® Liquidated Damages ® Installation of Underground Infrastructure, including conduit or junction boxes 1. Payment All invoices, prepared in accordance with the Milestone Billing Schedule or Payment Terms, shall be paid for satisfactory completion of services within 36 days of receipt of a proper and accurate invoice. Payment shall be made as follows: For Domestic Wires: Please do not use these Wells Fargo addresses for anything but 426 Montgomery $t payments. Sari Francisco CA 94164 Pay 612-316-6999 Acct # 2666662859446 Routing # 121000248 Beneficiary: TransCore Holdings, Inc., on behalf of TransCore. UP Overnight Mail for checks: For Hard Copy Checks: Wells Fargo/TransCore TransCore Attn: 935321 PQ Box 935321 3585 Atlanta Ave Atlanta, GA 31193 Hanevilla. CiA :il1.'i.54 2. Standard of TransCore, in performing any services under this Agreement, shall perform in a manner consistent with that Care level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations.. 3. Entire The following will be the Order of Precedence: a. These Terms and Conditions; b. Purchase Order or other Agreement such document appended hereto. 4. Critical Design Intention ally Omitted. Phase 5. Limitation of Intentionally Omitted. Liability 6. Software Intentionally Omitted. Ownership and Licensing 7. Delays In the event that TransCore is delayed in performing services under this Agreement by the Customer, governmental bodies, or contractors, agents, public utilities, patrons, or other third parties within Customer's control, and such delay results in an increase in costs to TransCore or the time for performance, Customer shall negotiate an equitable adjustment to the Agreement price, schedule, or both. 8. Document Any drawing, report, manual, or other data submitted for the Customer's review shall be approved or Reviewand disapproved within fourteen (14) calendar days of receipt. If the item is disapproved, then the Customer will Approval provide detailed comments that define the nature and extent of the deficiency and the type of remedial action expected. If the Customer's comments are not received within the fourteen (14) day period, then TransCore's schedule will be extended commensurately. 9. Force Majeure Except as otherwise expressly provided herein, neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that such performance is prevented or delayed by any cause, existing or future, which is not within the reasonable control of such party including, but not limited to, acts of God or the public enemy, fires, earthquakes, explosion, riots, strikes (not including strikes of the TransCore's staff personnel), or war, terrorist acts, or inclement weather, where the party whose performance was delayed did not otherwise cause or contribute to the cause of the delay or not prevent, when able to prevent, such delay. 1Q Disclaimer of Intentionally Omitted. Implied Warranties 11. System TRANSCORE WARRANTS, FOR A PERIOD OF ONE (1) YEAR FROM SUBSTANTIAL COMPLETION OR THE Warranty BENEFICIAL USE OF THE SYSTEM, WHICHEVER IS EARLIER, THAT THE SYSTEM PROVIDED UNDER THE AGREEMENT WILL BE OF GOOD DUALITY AND MATERIALS IN ACCORDANCE WITH THE SYSTEM DESIGN DOCUMENT/TECHNICAL SPECIFICATIONS. WITHIN A REASONABLE TIME AFTER RECEIPT OF WRITTEN NOTICE, CONTRACTOR SHALL CORRECT AT ITS OWN EXPENSE, WITHOUT COST TO COUNTY, AND WITHOUT INTERRUPTION TO COUNTY: (I) ANY DEFECTS IN MATERIALS OR WORKMANSHIP WHICH EXISTED PRIOR TO OR IlgV i 493 TRA S- aRE 2017 TransCore, LP Standard Terms, Conditions and Other Information DURING THE PERIOD OF ANY GUARANTEE OR WARRANTY PROVIDED IN THIS AGREEMENT; AND (II) ANY DAMAGE TO ANY OTHER WORK OR PROPERTY CAUSED BY SUCH DEFECTS OR THE REPAIRING OF SUCH DEFECTS. IN THE EVENT OF AN INCIDENT REQUIRING MAINTENANCE OUTSIDE OF THE NORMAL PREVENTIVE, PREDICTIVE, AND CORRECTIVE REQUIREMENTS SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO FORCE MAJEURE, VANDALISM, THEFT, OR ACCIDENTS, TRANSCORE WILL PERFORM SUCH WORK ON A TIME AND MATERIALS BASIS. WARRANTY EXCLUSIONS: THE WARRANTIES PROVIDED FOR HEREIN DO NOT APPLY TO PROVISION OF THIRD PARTY UPGRADES, CONSUMABLE ITEMS AND MATERIALS, OR TO SYSTEM FAILURE DUE TO NORMAL WEAR AND TEAR; FAILURES OR DAMAGE RESULTING FROM CAUSES OUTSIDE OF THE BASIC EQUIPMENT, INCLUDING BUT NOT LIMITED TO: (I) MISUSE DUE TO FAULT OR NEGLIGENCE OF CUSTOMER OR ITS OTHER CONTRACTORS OR AGENTS; (II) TO DAMAGE FROM POWER SOURCES OR PERIPHERAL EQUIPMENT NOT DELIVERED WITH TRANSCORE'S SYSTEM; (III) OPERATION OF THE EQUIPMENT OUTSIDE OF THE MANUFACTURERS' SPECIFIED ENVIRONMENTAL CONDITIONS; (IV) VANDALISM; (V) MAINTENANCE, MODIFICATIONS OR REPAIRS BY PARTIES OTHER THAN TRANSCORE OR ITS DESIGNATED AGENTS; (VI) TO THE EXTENT SERVICES ARE PROVIDED WITH RESPECT TO THE SYSTEM BY OTHERS WITHOUT TRANSCORE'S APPROVAL AND SUCH SERVICES CAUSE TRANSCORE TO BE UNABLE TO PERFORM THE SERVICES HEREUNDER OR TO BE ABLE TO PERFORM THE SERVICES ONLY AT ADDITIONAL COSTS WHICH ARE NOT REIMBURSED BY CUSTOMER; OR (VII) TO LOSS OR DAMAGE TO ANY THIRD PARTIES NOR ANY CONSEQUENTIAL DAMAGES. 12. Changes Should Customer make any change that increases or decreases the cost and/or the time required for TransCore's performance of this Agreement, an equitable adjustment may be requested by TransCore. Any claim for cost associated with such change in the scope of the work shall be negotiated between TransCore and Customer and agreed to in writing as to the price to be paid to TransCore for the work changes prior to the performance of any such work changes ,and this Agreement shall be deemed amended in accordance therewith. 13. Hazardous Unless otherwise expressly prodded in this Agreement to be part of the work, TransCore is not responsible Conditions and for any hazardous conditions encountered at the site. Upon encountering any hazardous conditions, Differing Site TransCore will stop work immediately in the affected area and duly notify Customer, and, if required by legal Conditions requirements, all government or quasi -government entities with jurisdiction over the projector site. TransCore maybe entitled to an adjustment in its Agreement price and/or schedule to the extent TransCore's cost and/or time of performance have been adversely impacted by the presence of hazardous conditions. 14. Risk of Loss The Customer shall bear all risk of loss for materials and equipment upon delivery to job site of the Customer. IS Indemnification Intentionally Omitted. 16. Termination Either party may at any time terminate this Agreement for convenience by giving seven (7) days written notice for of termination to the other. Upon termination, TransCore will be paid the reasonable value for services Convenience satisfactorily performed, based upon proration of the payment schedule setforth in this Agreement. Under no circumstances shall TransCore be paid an amount in excess of the maximum amount of the Agreement. 17. Termination a. a. if TransCore is terminated for default it shall not be liable for special, consequential, or economic for Cause damages, but strictly reasonable additional costs incurred by the Customer in completing the work not to exceed the maximum amount of the Agreement. b. Prior to a termination for default, TransCore shall be given the opportunity to commence cure of any deficiency or default after receipt of written notice to cure. In the event that TransCore fails to complete such cure within such period, or fails to exercise diligent efforts to complete the cure, within thirty (30) days of receipt of written notice, Customer shall have the right to terminate this Agreement for default. M Governing Law This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Colorado, without regard to its conflicts of law principles. 19. Disputes Customer and TransCore agree to first enter into good faith negotiations to resolve any controversy, claim or dispute arising under or relati rig to this Agreement within a reasonable period of time. 20. Taxes Customer is tax-exempt. 21. Insurance TransCore will provide the following insurance coverage, with the deductibles/self-insured retentions as indicated: Commercial General Liability: $2,000,000 occurrence; $5,000.000 general aggregate Medical Expenses (any one person): $10,000 Personal & Advertisement Injury: $2,000,000 Products —Completed Operations Aggregate: $3,000,000 SELF-INSURED RETENTION: $200,000 Comprehensive Automobile Liability: $2,000,000 combined single limit DEDUCTIBLE: $250,0(10 Workers' Compensation: Statutory Employers' Liability: $1,000,000!$1,000,000!$1,000,000 DEDUCTIBLE: $350,000 Excess Liability (Umbrella): $50,000,000 occurrence/aggregate Professional Liability (Technology E&O): $10,000,000 occurrence/aggregate SELF-INSURED RETENTION: $250,0DO Fidelity crime/Employee Dishonesty: $10,000,000 Employee Theft/Dishonesty; Forgery or Page 2 of 3 TRiY/VSC,C7RE 2017 TransCore, LP Standard Terms, Conditions and Other Information Alteration; Theft, Disappearance & Destruction; Robbery/Safe Burglary (both inside and outside the premises); Money Orders and Counterfeit Currency; Credit DEDUCTIBLE: Card Forgery $500,000 Property coverage/Special Causes of Loss: $300,000,000 loss limit per occurrence (values per schedule; $10,000,000 sublimit valuable papers; $10,000,000 sublimit installation floater DEDUCTIBLE: $100,000 basel$25,000 domestic transit The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements will be provided upon request. Customer Eagle County Government By:s„.aa s.,,.„o. L�� ' 12/18/2017 (Signature) Mate) Name: Kelley Collier (Type or Print) Title: Deputy County Manager TransCore 12/18/2017 (Signature) (Date) Name: David L. Chambers (Type or Print) Title: Senior Associate Page 3 of 3