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HomeMy WebLinkAboutC18-021 Clever Devices LTDAGREEMENT FOR PURCHASE OF SOFTWARE AND INSTALLATION SERVICES BETWEEN EAGLE COUNTY, COLORADO AND CLEVER DEVICES LTD, THIS AGREEMENT ("Agreement") is effective as of 01/23/2018 by and between Clever Devices Ltd., a Nein Yorkcorporation (lgereinaller "Contractor" or "Vendor) and L'agle County, Colorado, a body corporate and politic (hereinafter "County'). RECITALS _10,11FREAS, County desires to enter into a contract with Contractor to furnish Cleverworks RoutcTrack and Route Simulator software; associated installation services including, but not limited to, syslern design, testing, configuration and training; and maintenance and support services (the "Project") at the ECO Transit Maintenance Service Center located at 3289 Coolcy Mesa Road, Gypsum, CO 8163' (the "Property"); and WHEREAS. Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and installation services as set forth below in paragraph I hereof; and N'!TFRFAS, this Agreement shall govern the relationship between Contractor and County in connection with the procurement of equipment, materials and services. AGRF.FNIEN1' NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: I. Services or Work. Contractor agrees to diligently provide all services, labor, persoruiel and materials necessary to perform and complete the procurement and installation services described in Exhibit A ("Services" or "Work") which is allached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. 1°, azlli a. Schedule. Contractor agrees to furnish the SCTViccs no later than and in accordanc with the schedule established in Exhibit 1. If no completion date is speciCed in Exhibit A, then Contractor agrees to furnish the Sern7ces in a timely and expeditious mangier consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly anti timely perform the Services. b. Inconsistcncv. Tn the event of any conflict or inconsistency between the terms and conditions set forth in ExtribiI A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. C, Software License. As part of the Services Contractor is providing C:leverWorks Routel'rack and Route Simulator software (the "Software"), Contractor hereby grants to County a perpetual, enterprise -wide, nontransferable, non -revocable, nonexclusive license for use of the Software in accordance with the terms of this Agreement. 1'he Software license granted herein shall survive expiration or termination of this Agreement. C18-021 d. Installation of Software. Contractor shall timely perform delivery and installation of the Software in accordance with the terms of this Agreement. Contractor shall provide County with a project manager to coordinate installation of the Software. J County is not sarisfied with the manager assigned to the Project. Contractor shall replace such project manager. installation shall include data conversion from Access to SQL, system design and testing; and training. Contractor shall be respnnsihlc for all risk of loss before the Software is installed and finally accepted by County. Client side software wi11 be installed so that administration rights are not required by the user. Any third party software installed due to vendor- requireinents or embedded in the vendor's software should run on the latest security version release. C. Maintenance and Support.. Upon satisfactory completion of the Services, Contractor shall provide on-call technical support, maintenance and related support smices pursuant to the Eagle County 1CegionaI Transpo rtat i n n ,authority Maintenance Plan dated June 4. 2012 (the "liaintenance flan" ). A copy of the Maintenance Plan is attached hereto as Exhibit B and is incorporated hcrcin by this reference. The cost of maintenance and support for Years 2-5 is set furth in Exhibit A and includes the right to rcceivc all training, maintenance, maintenance modifications and enhancements and upgrades for the Software. Fees for annual maintenance and support for any renewal term may be increased no more than three percent (3%) annually. Contractor shad provide Coturty w7th notice of such increases in tees no later than sixty (6 0) days prior to the expiration of the then current Term or renewat tetin. Trai m•ng•. i. Training will be providod by the Contractor at the Property. ii. Training will include usage of the CleverWarks application, deploying schedule databases and parameters and updating tl>e C1evei CAD system. iii. Training will be provided for up to six (G) ECD Transit staff members. iv. The County will provide a training room at the Property. v. All 'Training travel expenses are included in the Project casts. g. Project Vanagcmcnt. i. PrUiett Management will consist of project planning scheduling, and all interaction with the County for the Project. ii. All Project ~Management travel expenses are included in the Pruiect costs. h. Testing. Contractor's obligations under this Agreement will not be completed until final system acceptance testing has been completed to the satisfaction of Cot=nty. It is understood that support, maintenance and warranties do not begin until the final systern acceptance testing has been successfully completed. i. Third Party Rcmntc Acccss,Policy. C:nnrractor may he required to remotely access Eagle C:ounry systems during the performance of the Services and agree~ to furnish the Services in accordance with the F.atic County Innovation and Technology Department's 3`'1 Party Remote Access Policy as se forth in Exhibit C, atIached hereto and incorporated herein by this reference. j. Data Owncrsh. . Vendor acknowledges and agrees that County owns all rights, title and interest in the Coun.y Data. County Data means all data created or in any way originating with the County, and all data that is the output of computer processing of or other eIertronic manipulation of any data that was created by or in any way or with the County or was shared with the County by another law enforcement agency, whether such data. or output is stored on the County's hardware. the vendors hardware or exists in any system owned, maintained or otherwise controlled by the Countyor by the vendor. The vendor shall not access County user accounts or County 2 Eaele Counly PrQuLm1CIIl wmd TmAalhit ton Final 5i 14 lata, except (l.) in the course of data. center operations, (2) in reaponse to service or technical issues, (3) for proactive service and problem resolution, (4) as roqui red by the express terms of this contract or (5) at the County's written request. Vendor agree Lo keep confide n[ial all County Data, and agrees nut to sell, ass igri, distribute, or disclose any such confidential information to any other person or entity without seeking wriLten permission from the County. 2, County's Representative. The ECD Transit Departirient's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. Term of the Agreement. This Agreement &hall commence upon the date first written above, and a. The Software license shall be perpetual and nun -revocable and shall continue beyond the Term or any renewal term: and b. The Services, subiect to the provisions of paragraph 1 t hereof, shall continue in fu11 force and e M C L until the Work described in Exhibit A has been fully performed to the satisfaction of County. 4. Extension or Modification. Any amendments or mo ditications shall be in writing signed by both parties. No additional services or work performed by Cont ractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization arid acknowledgement by County for such additional services in accordance with County's internal policies. .Accordingly, no coursc.of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or addiIioits to the Services, and no claim that Counly has been unjustly enriched by any additional services, whether or not there is in fact any such unjust en r i c III ne i it, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorirtion and acknowledgment by County ibr such additional semces is not timely executed and issued in strict accordance with this A;reemem, Con tractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional semees or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as seL forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $100,961.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed in accordance with the payment milestones set forth in Lxhibit A. b. Tf, at any time during the term or after tcrrnination or expiration of this Agrccmcnt, County reasonably dutermines LhaI any payrnen t rnade by Counly to Contractor was improper because the Services for which payment was made were riot provided or performed as set forth in this agreement, then upon written notice o[ such deLerininalion and request for reimbursement froin County, Contractor shall forthwith return such payinent(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any-, shall forthwith be returned to County. C. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant. to the terms of this .Agrccme.nt. d. Notwithstanding anything to the: contrary contained in [his Agreement, County shall have no. obligations under this AgreeineIit after, nor shall any payments be made to Contractor in respect of any period after December 31 Of any year, without an appiup, ia;ion therefor by County in accordance with a budget adopted by the 3 Cagle County Pmcurmew: and Inatallaiicin Final 5 14 $hard of County Commissioners 1n compliance with Article 25, title 30 of the Colorado Reviscd Statutes, the Local Government Budget Law (C. R. S. 29-1-101 et. seq.) and the TAB ORAmendment (Colorado Constitution, ArticIc X. Sec. 20). b. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shalt not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's solo diserctior.. County shall have the rignt in its reasonable discretion to approve all persornnel assigned to the sAiect ProjccI during the performance of #his .Agreement and no personnel ro whom County has art objection, in its reasonable discretion, shall be assigned to the Projcct. Contractor Khali rcquire each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this !Agreement, and to assume toward Contractor 111lire obligations and responsibilities which Contractor, by this Agreement, assumes toward Cvunry, County shall have the right {but not the obligation} to enfbrce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents., employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's Sole cost and expense, the follownng insurance coverage with limits of liability nut less than those stated holow: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage fpr owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, perso na Padve rti sing injury, products. completed operations, broad fonn property damage with limits of liability riot less than 51,000,000 per occurrence and .$2,000,000 aggregate limits. iv. Professional LiahiIity (Errors and Omissions) including Cyber Lia.biIity with prior acts coverage for all deliverables, Services and add'donal service,, required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than 53,000,000 per claim and $3,000..000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, di ssenu nat i o n. and/or use of confidential information stored or transmitted in electronic farm; (i i) Network Security LiYoility arising frorn unauthorized access to, use of or tampering wnth computer systems inciuding hacker attacks, inability of an authorized third party to gain access to your Software or Services including dcnial of access or Services unless caused by a mechanical or electrical failure; {iii} liability arising from the introduction of a computer virus into. or otherwise causing damage to, County or a third person's computer, computer system, network or similar computer related property and the data, software and programs thereon. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated a affiliated entities, its successors and assigns, elected oMeials, employees, agents anti volunteers as additional insureds. A certifica'.e of insurance consistent with the foregoing requirements is attached hereto as Exhibit D. 4 Eagle County Procurment and lnstalIation lin a] 5'14 ii. Contractor's certifica[es of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. 'l he insurance provisions of this Agreement shall survive expiration a termination hereof. iv. The parties hereto understand and agree that the County is relying on, and docs not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunitic and protections provided by the Colorado Governmental Imrnunity Act, as from time to lime an tended, or otherwise available to County, its affiliated entities, successors or assigns, its elected of icials, employees, agents and volunteers. V. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to tine mpIoyment insurance benefits unless unemployment cornpensat ion caverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income rax on any money, paid pursuant to this AgyTeement. S. Indernnificatiori. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and einpl. oyees against any lasses, claims, damages or liabilities fur which County may became subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder, and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investi -at ing or defending any such loss, claim, damage, liability or action. 'Phis indemnification shall not apply to claims by third parties against the County to the cxtcnt that County is liable to such third party for such claims without regard to the involverner:t of the Contractor. This paragraph sha'1 survive expiration or termination hereof. 9, awnerslup of Documents. Al] documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. Further, Contractor shall execute any bill of saleor other docurr:ents required by County to transfer Title of the Equipment to County. Contractor shall provide copies of any instruction or operations or care manuals and ,shall further provide copies of any manufacturers warranties associated with the Equipment. 10. -Notice. Any notice required by this !Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid; or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile r_limber for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change tc• the other party. COT QTY: Eagle County, Colorado Attention: Lance Trujillo 500 Broadway Post Office Box 850 5 Cagle County Procunnent and Insta Ila[ ioa Final 5114 Eagle, CO 81631 Telephone: 970-328-3440 Facsimile: 970-328-3529 L -Mail: lance.tri j illoC)eaglecaunty.us With a copy to: Eaglc County Attorney 500 Broadtivav Post Office Box 850 Eagle, Co 8 16 31 Telephone: 970-3? 8-858 5 Facsimile: 970-323-8699 E -Mail: atty@eaglecounty.us CONTRACTOR: Andrew Stanton Clever Devices Ltd. 306 Crossways Park Drive Woodbury, NY 11797 Telephone: 516- 433-6100 Facsimile: 516-433-5088 E -Mail: astant.on'�a�::cle.verdevice..s.c.orn I I . Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agre.emcnt, or breach thereof, shall be IiIiga[ed in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation.. This Agreement shall be construed and interpreted under and shall be governed by the laces of the State of Colorado. 13. Execution by Counterparts: Electronic Signatures. This Agreement may be executed in two or more counterparts; each of which shall be deemed an original, but all of which shalt constitute one and the same instrument. The parries approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic sigrCature.s sh3.11 be Permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fu I executed copy of the signature Pagc, (ii ) the image of the signature of an authorized Signer in.sertcd onto PDF format documents. All documents mull be properly notarized, if applicable. All use of cicctronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-161 to 121. 14, Other Contract Reg uirements and Contractor Re resentations. a. Contractor has farni I i a ri ze d itself with the nature and extent of the Services to be provided hereunder and the Property, and witF all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Semces. 6 Engle CQurity Proninnenl 9nd Installation Final 5i 14 b- Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor haw correIatcd the results of such abs cnations. cxaminatinns, investigations, tests., reporls. and data with the terms and conditions of thus Agreemenl. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, a I I significant. errors a-nd omissions in performance of rhe Services. The fact thar the County has accepted or approved the Servims shall not rclicve Contractor of any of its responsibilities. Contractor Shall perform the Scrv�ccs in a skillful, professional and competent manner and in accordance with the standard of care, ~kill and diligence app Iicub le to contractors performing similar services. Contractor represents and warrants that it has the expertise and persorurel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f Contractor agrees to work in a.n expeditious manner, 'M thin the sound exercise of its judgment and professional standards. in the performance of this .Agreement. Time is of the essence with respect to this Agreemcnt. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Not liing contained in this .agreement shall be deer ned to create a relationship of employer-employee, master-servrant, partnership, joint venture 0r any other relationship between County and Contractor except that of independent. contractor. Contractor shall have no authority to bind Cou nty. h. Cunlrac[or represents and warrants ilial at all !hoes in the performance of the Service~.. Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject platter hereof and supersedes all other agreements or understanding between the parties with resp ecr thereto - j. Con tra.c.tor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefil of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved so] ely for the parties, and not to any third party. 1. No failure or delay by either party in the exercise of any right hereunder shall constitute a vvai ver thereof. No waiver of any breach shall be deemed a waiver of any preceding or suc.c.eeding breach. M The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the va]idity or enforceability of any other provision hereof. 7 F.;igk County Prpcurnent arui installation FLia15!14 n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The C'ontracror has no beneficial interest, direct or indirect, that would cnnfliet in any manner nr dcg7ce with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, if a natural person eighteen (18) years of age or older, liereby swears and aflirins under penalty of peri ury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the eftective date of this_ Agreement. 15. Prohibitions on Government Contracts. As used in this Sect ien l5, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States asset forth in C.R.S. R-17.5-101, ct. scq. If Contractor has any employees or subconLractors, Contractor shall comply with C.R.S. 8-17.5-101, ct. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that CantractoI, will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: Knowingly employ or conLracL with an undocumented individual to perform Scniccs under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. ContracLor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Seivices under this Agreement through partieipation in the E -Verify Prog rain or Department Program, as administered by the United States Depa1-tment of Homeland Security. information on applying for the E -verify program can be found at: https-,�'w•ww.uscis.gov,'e-verify C. Contractor shall not use either the E -verify program or other Department Program procedures to undertake pro- cmploymcnt screening of Job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required t0: i. 'Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the Subcontractor is cmpinying nr contracting with an undocumcntcd individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph td) the subcontractor does not stop employing or contracting with Elie undocumented individual; except that Contractor shall not terminate the contract with the S Faille Ceunty Pmcurmell t and In;tall atinn Final 5114 subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. c. Contractor shall comply with any reasonable request by the Department o" Labor and Employment mane in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. if the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall he liable for actual and consequential damages to County as required by lana•. g. County will notiPv the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach, REST' OF PAGE INTEN LE T BL, l NXI 9 Eagle County PCXLIA Milt alid histallaIio[l Fu:a15!14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: L_�.z,.,a«,a«aao.e.aa3,azsos,« Kathy Chandler -Henry, Chair Attest: s,o­ -s.m D.. _,. By: .,..... Regina O'Brien, Clerk to the Board CONTRACTOR: CLEVE L B- PrintName: Andrew Stanton Title: COO/Secretary State of New York ) County of Nassau ) The foregoing instrument was acknowledged before me this 5th day of _January , 201 8 by Andrew Stanton (name of person acknowledged), its ry_ _ title) of __r - I'M Deuice-S i },� _ (name of corporation). NOTARY PUBLIC 1 i Print Name: _ Ji d9 P Friedlandai A&A. Friedlander Notary Public, State of New York No.02FR5055698 My commission expires: aul Min Nassau Count' Commssion borea March ti, 204 10 lig le County Procunnent And Installation Fina 15114 EXHIBIT A Scope of Services, Schedule, Feet Item Qty Description Unit Price Extended Price 1 1 CleverWorks, RouteTrack and Route Simulator Software License 567,800.00 $6700.00 2 1 BusTools Credit {$25,000.00} ($25,000.00) 3 f Labor S58,16I.00 $58,161.00 Includes: Project Management Data Conversion from Access to SQL System Desigrr and Tcsting Trailling Travel Expenses Total $100.961.00 OPTIONS 1 1 C1everWorks, RouteTrack and Route Simulator Extended S13,560,00 $13,560.00 Software Maintenance Year 2 2 C:leverWorks, Rourel'rack and Route Simulator L:xtended S1, 967 00 $1.3,967.00 Software Maintenance Year 3 3 1 ClewcrWarks, RouteTrack and Routc Simulator Extended 514,386.0(] $14,386.00 Softwrare Maintenaiwe Year 4 4 1 CleverWorks, RouteTrack and Route Simulator Extended S14,818.00 $14,818.00 Software Maintenance Year 5 Pricing Notes: ■ fransit Agency is responsible for 1'I' Hardware and C.U'I'S Licensing. • Reduction in BusTools maintenance 1vi11 be approximately $5,500 for Year 5 current maintenance for full twelve months (actual reduction, if any, will vary upon CleverWorks implementation timeline) Payment Milestones: ■ 20% upon mutual agreed schedule of installation date • 15% upon completion of mini -fleet testing + 25% upon database deployment to fleet • ION, upon completion oiTraining ■ 3T -o final acceptance 11 Eagle County Procunnent and Installation Final .5/14 Software License REQUIREMENT FOR END-USER LICENSE AGREEII• = ■ Any entity procuring Clever Devices Led ("Cleve: Devices") licensed products which is not the end-user of the licensed product ("Non End-LTw"), such as bat 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 lie End -User. Failure by a Non End-UYer 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 llevices' products. chis section shall siinrive the termination of the Agreement. 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. Ilion End -[masers do not have licenses to otherwise use or operate Clever Devices' products and no other licenses or rights touse are provided or implied by this Agreement Clever Devices Warranty Policy Clever Devices' warranty obligations are limited to the terms set forth below: 1) NF,W MANI-.FACTTJRED PRODUCTS LIMITED WARRANTY a) Clever Devices guarantees for a period of one (1) year from original factory shipment that each product is free from defects in material and workmanship. h) If the product fails to operate as specified and has not hccn tampered with or abused during this warranty period, Clever Devices or its authorized service agents shall eilhrer repair or replace ary 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) Bcnch foes will apply to a-iy produce 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 wilt apply. Such services by Clever Devices shall be the original purchaser's sole and exclusive remedy. Clevcr Devices shal l not be responsihlc for the cost of removal nr installation of warranted products unless a prior writlen 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 Do,.ices' option, any defective product under lvarranty. Clever Devices Will not horror credit requests on any defeclive used producl. 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 25% restocking fee will be charged and a credit will be issued ohhly a11er the produce Lias been received and irispec ted. 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, tcn-ncraturc, humidity, dust nr other perils (e) to damage caused by service (including upgrades) perfarrned by anyone who is no[ a Clever Devices 1Luthorized Technician (d) to a product or a part that has been modified withoat the written permission of Clever Devices or (e) if any of Clever Devices' serial number has been TCM ovcd or defaced, or (f) cxpen dab Ic or consunurhIc parts, such as hatwries and flashcards. fj 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 clay,;, whichever PTO% ties Ionger coverage for the original purchaser. Whcn a product is 12 Eagle COU nLy PruannenI ural Ius[allaLion Rua] 4114 exchanged. any reptacement product becomes the original purchaser's property and the replaced product becomes Clever Devices' prnpertv. 3) OBT.-UNLNG'tiTt'ARRANTY SERVILE a) The original purchaser is responsible for returning any defective products to Clever Devices atter obtaining a Returiled Merchandise Authorizaliun (RMA) number from Clever Dcviccs' Custrrmcr 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. b) The original p,lrchasc.r must package the product properly for return shipment. Clever Devices is not responsible for any damage to the product caused during transit or fur any package lost by the shipping company. C) The original purchaser assumes all cost in shipping the defective product to Clever Devices and Clevcr Devices will assume the cost in Shipping hack 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. Ship to. Clever Devices Ltd. Attn: Service Department RMA 4t 300 Crossways Park Drive Woodbury, NY 11797 Clever Devices Return and Lxchange Policy I) RETURNS. Ciever Devices does not accept returns without a Returned Material Authorization. Custr+m- built equipment or merchandise specifically ordered for you is not returnable. Where relurrt of unused merchandise is at the request or convenience of the custoiner, a 25°/o restocking fee w=ill be charged: No unused merchandise will be accepted for return later than thirty (3 0) days after shipment. All returned merchandise shall be sent freight prepaid and properly insured by the customer. Clever Devices reserves the right to select the methoc of shipment. Should you receive merchandise damaged in shipment, it is your responsibi I ity to file a damage claire immediately with the delivery carrier. Clever Devices Non -warranty Service Policy I) NUN -'ARRAN rY RETAIR PDL1CY a) Non -warranty repairs made by Clever Devices carry a limited repair warranty or90 days on services and replacement parts only. Defects in our repair work or any parts replaced will be corrected at no charge if the detect occurs within 90 days from shipment from our facility. 2) HELD SERVICE a) Field service calls will be made to custurner'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, holel'motel rooms and Per Diem rates. Contact Clever Devices for current Per Diem rates. GE-NLIt?I_ PIELD SERVICE RXIES! Transportation Actual cast* using commercial coach or business class air, first class rail, bus, rental car, and cab facilities as applicable, including tratisporlatiun to and from the airport. Mileage Al:owance IRS allowable rates + Clever Devices' allowable burdens. 13 Lavlr C [+uidy Piocuiin4c,W and his i.illaliun Final 5114 Personal Expenses Per Di cm rates Basic Rates 150.00** per hour to,- actual: time in customer's plant, plus a flat rate for round-trip travel time. Miscellaneuuy Actual charges fnr other necessary items such as tolls, parking and freight charges*. * Charges may be subiect to a 12% administrative tee. ** Rates may vary because of weeken diha]iday rates, the type of service required, a previously negotiated rate andlorpersonnc[ involved. 3) NON -CLEVER DEVICES PRODUCT RECEIVED FOR REP�UR. Product received for repair that were nog manufactured or supplied by Clever Devices will be logged in and Clever Devims 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. 14 Eau le County Procunnent and Installation Final 5i 14 EXIEBIT B Eacic Counly Regional Tran.q)artation ?authori ty?Yfaintcnancc Plan dated Tunc 4, 2012 15 Eagle County Pj-o co nuent ,md Iii s Ui Ilat ion F nal 14 ■.lr�"� Clever devices �LECX� Exhibit B Eagle County Regional Transportation Authority Maintenance Plan Agreement for ECIaA Hardware and Software Maintenance of Clever Device IVNT11 System 1 June 4, 2012 Prepared by: Hevi:ewed)Approred by: Roburt Mariascri SLESUIm PUgg1011, Stralcgiu .r cUOUnl Nfimager Director of Service William Gambling, Project Manager Clever- Devices Ltd. Clever Devices I .td. PROPRIETARY This document contains irnfomiation which is proprietary Eo Clevei Devices Ltd. Use or dix;losare of ally, mate'ial contained herein without the written consent of Clever Deices Ltd. is strictly prohibited. l: URTA Maintenance Plan -doe Vabe i of ii Table of Contents EAG` `OUMY EXHIBITA-3................................................................................................................................................. [ EAGLE. COUNTY I7EGIONriL '1'RtLNSPORTATIOiN ALITHORLrY MAINTENANCE PLAN .......I TABLEOF CONTENTS............................................................................................................................ II IOVERVIEW........................................................................................................................................1 2 COMPAINIES INVOLVEll........................................................................................I....................... 1 2.1 CTRVER DF.vi f.s LTD..................................................................................... ........:...................... 1 2.2 EAGLE COUNTY .......................... ................................................... ---.............. .. .......................... ..... l 3 TECHNICAL SUPPORT................................................................................................................... 2 3.1 ESCALATION PROCESS...................................................................................................................... 32 ONLIMR SUPPORT.............................................................................................................................. 3 3.3 PRorESSIONAL AsS[STAVCE DIIRTNC I]PCRADE.S............................................................................. 4 4 SOFTWARE MALNTENANCE........................................................................................................ 4 4.1 SOFTWelREPROD UC'1' 1Dth FIF'ECAi'ION............................................................................................. 4 4.2 GFNT.RAT. DUINIT1ONS.....................................................................................................................5 4.3 SCOPE DP MAINTENANCE, SUPPORT ............................ ........ ...................... .................. I..................... 5 4.4 ADDI I IONAL SERVICES .....................................................................................................................6 4.5 Ci r, RF.SPONfiIEi[LCIfE5........................................................................................................... 7 4.6 ExCrPT1ONS......................................................................................................................................7 5 HARDWARE MAINTENANCE R 5.1 WA RANTY HARDWARE MAINTENANCE .......................................................................................... 8 52 WARRANTY REPAIRPOLICY................ ................................................ ....... .................................... ..y 5.3 SPARC P.�,RTS IN vTNTORY................................................................................................................. 9 5.4 OKIA1NINUWARRANTY SERVICE.. ...... ................................... ............................. ...................... —.. 9 5.5 RMA PROCEDURE ...........................................................................................................................10 5.6 CLEVrR DEVICES LTD. 1 O'4 -WARRANTY PCII.ICY...........................................................................1 1 5.6.1 Xon Warrunly Benda Repair- Prices......................................................................................11 5.6.2 Non iYarranty Field Repair Fz ices........................................................................................11 AT7.4C11,44EAT A- PAD USER NOP'T WARE LICENSE .4GRE? EME, NT..............................................I3 ATT.4CH.11 NT8-REC0Af41'FNDFDSP.4RF. P,4RTSI.F.VF,I.S'................ ..... .................. ...................--14 PROPRIETARY Tlds doculueali contains information which is proprietary to Clevcr DeviLes Ltd. Use or disclasurc of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECR'1'A 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 Fz_1 P Ifo. 11-005 as well as Clever Devices' extensive experience in the transit industry. Clever Devices has included iniormation 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 Vaintenance 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 Project Nfana;cr (516) 749-3451 E-mail: wgambling( )cleyerdeti,ices.com Robert Manaseri Director orService (516) 749-8526 E -mai I: nnanaseriCa;cleverdev-ices.com 2.2 F_agla Couiaty Eagle County Regional Transportation Authority is the end user of the Clever Devices on -board 1VNTM systems and the depot -based CleverCADV. BusUnkg software system and BusTools"m data management software. For the purposes or this document, any reference to the "County", "ECRTA" or the "Eag1c County" shall include ECRTA. Current Point of Contact: Lance Trujillo Transit Technology Admimstrator 3289 Cooley Mesa Road Gypsum, CO 81637 PROPRIETARY This document contains information which is proprietary it) Clcvcr Devices Ltd. Use or disclosure of anv material contained herein witliout the written consetit of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plar.doc Page t of 13 3 Technical Support Clever I)evices prides itself on providing the best customer service and support in the industry. Clever Devices' 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, 9:30arn to 5:00pm EST. All other times are considered "after hours". After hour calls will be received by an answering set -vice, When priority levels constitute (as detailed in section 3.1), the call will be forwarded to a Clever Devices support associate. 3.1 Evealati«ii Prnce'sv Clever Devices 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 fellows: Customer Service number: 1-888-478-3359 Email address: TechriiealSup}xrt(a),CleverDevices.com *Note: All technical issues should first corse in through Technical Support. All after hour calls should be made solely to the Technical Support phone at 1-888-478-3359. Once an KCRTA employee contacts Clever I)evices by phone or email, a Support Technician is notified Bollowod by the Teelmical Supervisor and, ifncccssary, the Director ol'Service and Project Manager. Any reporting method defined above results in a documented, traceable, and controlled management of maintenance support for ECRTA. Clever Devices escalation process applied by our technical help -desk when in receipt of a request for support and validated as a Priority I or 2 "Corrective Maintenance' issue is described below. Priority 1 calls are defined as issues that severely impact the operation of ECRTA's ITS system by preventing the use of revenue gcncrating fixed route or para -transit vehicles or garage assets equipped with Clever Devices systems. Priority 2 calls are defined as non -systemic issues that may limit but not debilitate fixed route or para -transit vehicles or garage assets equipped with Clever Devices systems. If a Priority 1 is reported to the support help -desk, the following escalation procedure will he implemented: • Support personnel will be notified and will respond to the call within 2 hours of call being received. PRO PMET'ARY This document contains infonnation 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. ECRTAMaintenarice Plan. doc Page 2 of 14 The Tcclitiical Supervisor will be notified within 4 hours of the call being received if the system has not bve:n brUught 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. is The Technical Supervisor will be notified within 12 business hours of the cull being received if the system has not been brought up to full operation. The problem naay be escalated to any level of technical services sooner than the time limits stated above at the discretion of Clearer Devices in order to better coordinate resources necessary to resolve the problem. Clever Devices acknowledgetinent response time is wi.t.hin 120 minutes of placing the first call to our help -desk. 11'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 iminediate Iy 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 liom tare 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 1•or any purpose other than as provided in this Agreement for technical online support. Clever Devices' regular business hours are froth 8:30ain to 5:00pzrt I --ST. Monday through Friday. However, calls into our technical support department made after hours Will bo forwardcd to an PROPRIETARY This docuanent 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. ECRTA Maintenance Plan.doe Page 3 of 14 answering service. Priority 1 calls will then be dispatched to Clcvcr Devices support personn:.l who will provide prompt follow up with ECRTA. The only requirement Clever f 3evices 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 Devices believes it is imperative to provide professional assistance for upgrades. When an upgrade is available, Clever Devices' service and warranty departments will notify the necessary parties at the transit agency of the upgrade by phone, e-mail andlor mail. If the agency chooses to CX0CL1t0 the upgrade option. Clever Devices will install the sollware on the required 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 systein. As a standard, Clever Devices accompanies release notes with a cover letter expressing the changes in the software. 4 software Maintenance This Software Maintenance Agreement ("Agreement") is entered into between Clever Devices and Eagle County ("Customer''). This agreement consists of the Terms and Conditions which describe the definitions and maintenance procedure,, for the Software Products) supplied by Clever Devices and idcntilied in this agreement. This agrcemcnt is subject to the End User License Agreement (please reference Attachment A) of this product and the performance of the features and functions outlined in the User Manual or Acceptance Test Procedure document. The. Sollwarc Maintenance Agreement is subject to the terms and conditions of contract entered into 17 by Eagle County and Clever Devices contemporaneously with this Maintenance Agreement. 4.1 Software Product Identification • Software Product License Holder: Eagle County Transit (P.C:RTA). ■ Software Products-. o On -Board BusWare a Bus Toolso c DCC (Site License For ECRTA) PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd: Use or disclosure of any materia] contained herci.n without the written consent of Clcvcr T]c.viccs I.td. is strictly' prohibited. ECRTA Maintenance Plan.doc Page 4 of 14 o BusLinkV Authentication o BusLink[R) Distribution o CleverCAD a CleverReports o APC 4.2 General D-efinitions ■ "Customer" ineans the single end—user organization (license holder of the Software ProdEi�.t�) signing this Agreement and aulhorized to use the Program(s). • "Soltware Product" means the specific Clever Devices licensed product(s). • "Software Upgradc" means a version of the sollware as classified by Clever DGvices 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 l_j'pdate(s)" means either a modification or addition that, when ntade or added to the Sollware 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 ofthc 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 PROPRIETARY This document contains information which is proprietaiy to Clever Devices Ltd. Use or disclosure of any inaterial contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. F.C'RTA ldaintenancc Plau.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 ermrs 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 he 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 Clever Devices with a copy of the most current database associated with the version of software for which errors have been reported. • Teelmical Support, Clever Devices shall provide toclinical phone support during the maintenance period. • Ongoing Support. Bcnelits provldcd herein are not guarantcQd to be available in subsequent maintenance agreements without regard to continuiry and are subject to change at the sole discretion of Clever Devices. Ongoing costs for support and upgrades will be held to the terms of our inaintetuarce agreement. The standard maintenance agreement will be rcnowable on an annual basis subject to an annual price escalation o.f'3% or the Consumer Price Index, whichever is greater, not to exceed 5%. 4.4 Additional Services Clever Devices may provide additional services, as mutually agreed, in support of the Soltwarc Product, subject to payment of its normal charges and expenses: • Product 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 produuc the onhanecr ent. PROPRIETARY This docuinent contains inf'onnation which is aroprietary to Clever Devices Ltd. Use or disclosure of Wiy material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRT.k Main! enance P1an.duc Page 6 or 14 4 S Cuswmer 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: TechnicalSupportCd,,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. 4.5 Exceptions The following are not covered by the softtivare 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 ori which the software is installed. ■ Any problem resulting from the misuse, unproper 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' normal charges and expenses for time or other resources provided by Clever Devices to diad lose 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 Products) and to PROPRIETARY This document contains information which is proprietary to Clcvcr Devices i.td. Use or disclosure of any material . contained herein 1viIhout the written consent of Clever Devices Ltd. is strictly prohibited. LC A Maintenance Ptan.doc Page 7 of 14 obtain maintenance services from Clever Devices. Clever Devices will not be responsil)le for delays caused by Gents or circumstances beyond its reasonable. control. 5 Hardware Maintenance The IIardware Maintenance Agreement is subject to the terms and conditions of contract entered into by Eagle County and Clever Devices contemporaneously with this -Maintenance Agreement. .53 rWarran%, 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 fccs will apply to any product received by Clever Devices Ltd. with a `'No Problem Found" (NPI) 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 enclusivc remedy. It is ECRTA's responsibility to make certain that new products arc 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 orad 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 inspcctcd. "]'his 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 tither perils (c) to damage caused by service (including upgrades) performed by anyone who isnot a Clever Devices Ltd. authori?ed'I�echn1cIan (d) to a product or apart that has been modified without the written permission of Clever Devices Ltd. or (c) if any Clever Device's serial number has been removed or defaced. PROPRIETARY This document contains information which is prop-ictary to Clcvcr Devices i.td. Use or disclowre of any rna.terial contained herein without the "mitten consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Page 8 of 14 ('lever Devices Ltd. shall not be liable for any special, incidental or consequential dania.ges for loss, damage directly car indirectly arising [rom customer's use or inability to use the ccluipxncnt 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 replacornont 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 hecomes 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- Rcoornmornded 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 (R'vIA j 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 Ohtaining Warranty Service ECRTA is responsible for returning any defective products to Clever Devices Ltd. No products will be accepted without an RN-Unumber. A Returned Merchandise Authorization (RIv2A) number will be provided by Clever Devices' Customer Service Department at the request of HCRTA. 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 assumc the costs of all defective product shipments made to Clover Devices. l_lporu a completed Failure Analysis, product(s) will he ready to ship hack to ECRTA. The shipping costs to ECRTA of all products covcrod under warranty will be tho responsibility of Clover Devices. The shipping costs for all Non Warranty Repairs. Replacements and/or No Problem Found conditions will he the responsibility of ECRTA. PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any materizi contained herein without the written consent of C'lcvcr Dcviccs Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Page 9 of 14 RMA ,ship to address: Clever Devices Ltd. Attn: Customer Ser -Oce Department RNTA # 300 Crossways Park Drive Woodbury, NY 11797 5.5 RJUA Procedure Clever Devices has included a description of how Clever Devices' Rcturrl'S Process occurs. In this contrdut, ECRTA shall request an R1,IA number from the Clever Devices Customer Service Department through one of the following methods: Customer Service number: 1-888-478-3359 Email address: CustamerSe.vice[r�]i,CleyerDeyices.com In order to process an R M A, C:1 ever Devi ces w i i I need t he fo I I owing information from ECRTA: ■ Item Description (i.e. IES NC�3) • Clever Devices Part Number • Serial Number ■ Quantity being returned • Reason for Return • Bus Number Clever Devices will respond to an RNLk number request within 48 hours. Once Clever Devices provides an RMA. number, 1~CR 1'A can then send the product to Clever Devices. C}ncc C:Icvcr Devices receives the product, it will subsulucnlly 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. Flie "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 snake every attempt to reference all documentation sent by the agency when retunzing the product. ECRTA can contact Clever Devices at any time during the RKA, process to check the status of the equipment. Clever Devices will provide ECRTA with a detailed quotation and./or invoice foe- all costs associated with non -warranty repairs. PRQPRIETARV This docuinent contains information which is proprietary to Clever Devices Ltd. Use or disclosure of arty material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. ECRTA Maintenance Plan.doc Page 10 of 14 5.6 Clever Devices Ltd. Non-Warrajzty Policy NON -WARRANTY REPAIR POLICY: Non -warranty repairs made by Clever Devices Ltd. carry a limited repair warranty of 90 clays on services and replacement parts only. Defects in our repair work or any parts replaced will be corrccled al no charge if the defect occurs within 90 days from shipment from our facility 5.6.1. Non Warranty Bench Repair Prices Ilion -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 l/2 hour. 5.6.2 Non Warranty Field Repair Prices Field repairs will be made to cuslorner'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, hotcl iinotel 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 lousiness class air, first class rail, taus, 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 9S.UU****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 weekendlholiday rates, the type of service required, a previous negotiated rate and/or personnel involvcd.Ian PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein wil}oouL [he wriLten conu:nt of Clever Devices Ltd, i5 strictly prohibited. ECRTA Maintenance Plan.doc Page 11 of 14 NDN -CLEVER DEVICES LTD. PRCIDUCT RECENED FOR R F. NA l R.: Produc(s) received by ECRTA for repair that were not manufactured or suppliecl 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. PROPRIETARY Phis document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of C:lever 1)evices Ltd. is strictly prohibited. ECRTA Maintenance PIan. doc Page 12 of 14 Attachment" A- End riser .software License Agreement PROPRIETARY Phis document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clcvcr Dcvi ccs IId. is strictly prohibited. ECRTA Mai ntenancc PIan. doc Page 13 of 14 Attachment B- Recommended Spare Parts Levels Spare, On -Board System for ECO Buses Qty 1VN3T' Controller, ECO/Gillig BRTvI 1 IVN Bracket Hardware 1 IVN'Transit Control Head, VGA Calor 1 Swivel Mount, Pedestal TC 1 Antenna, Multi -Band 1 Modem, CDMA Verizon Cellular 1 Spare, On -Board System for ECO Chevy SS�O Qty IVN3�'' Controller, ECO/Gillig BRTvl 1 iVN Bracket Hardware 1 WN" Transit Control Head, VGA Calor 1 Swivel Mount, Pedestal TC 1 Antenna, Multi -Band 1 Modem, CDMR Verizon Spare, On -Board System for ECO Supervisor Vehicle Qty Modem, CDMA Verizon Cellular 1 Spare, AVA System for ECO Fixed Route Vehicles qty WNT" LED Sign, 20 Character w/Molex 1 IVNT" AVC Microphone 1 5pea ker, 4" 1 PROPRIETARY Phis doaiment contains information which is proprietary to Ctever Devices Ltd. Use or disclosure of any material contained herein w� thaut the written consent of Clever Devjces Ltd. i.; strictly prohibited. ECRTA'-faintetance Plan.doc Page 14 of 14 Spare, APC System for ECO Fixed Route Buses Qty PC Controller Assembly 1 APC Receiver Assembly 1 APC Transmitter Assembly 1 Bracket, APC 1 Cellular 1 Spare, APC System for ECO Fixed Route Buses Qty PC Controller Assembly 1 APC Receiver Assembly 1 APC Transmitter Assembly 1 Bracket, APC 1 Spare, APC System for ECO Fixed Route Chevy 5SU0 Qty APC Controller Assembly 1 APC Receiver Assembly I APC Transmitter Assembly 1 Bracket, APC I F.YTTTRTT C: Eagle County Innovation and Technology Department's YJ Party Rerno€c Access Policy 16 t3aole County Precunnent and installation Final 5i 14 Exhibit C EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT EAGLE Ur— 3RD Party Remote Access Policy Purpose The purpose of this pollcy is to define standards, expectations, and restrictions for 3rd parties connecting from external hosts to Eagle County's internal network (ECC Network) via remote access technology. Eagle County's resources (i.e. corporate data, computer systems, networks, databases, etc.) must be protected from unauthorized use and J or malicious attack that could result in loss of information, damage to critical applications, loss of productivity, and damage to our public image. Therefore, all 3'd party remote access to ECG Network resources must adhere to this policy. This policy applies to account administration and remote access of all 3J parties, including vendors, contractors, and other agents who require remote access to Eagle County:s data and networks in order to provide their services. Supported Technology Back end remote access technology is centrally managed by Eagle County's IT Department. In order to access underlying ECG network resources remotely, 3r1 parties must be capable of implementing Eagle County's currently supported remote technology standards. Individual departments are responsible for managing how access to individual front end PC's using web based tools is handled_ Third Party Authorization All 3-d party organizations and their representatives requiring remote access to Eagle County computing resources require authorization by the relevant Eagle County Line of Business (LOB) application owner, Policy and Appropriate Use It is the responsibility of all 3rd parties with remote access to Eagle County computing resources to ensure that due care is exercised with the management of their devices used to connect to Eagle County's network. It is imperative that any remote access connection used to support Eagle County business systems be utilized appropriately, responsibly, and ethically. Therefore, the following rules surrounding the utilization of Y� Part Remote Access tools must be observed: Third Party Responsibilities a. All remote computer equipment and devices used by 3rd parties for accessing Eagle County systems will institute reasonable security measures. At a minimum, 3rd party source devices used to access Eagle County systems should be properly secured with: i. Unique strong passwords. ii. Have current antivirus software. iii. Ensure operating systems are patched and up to date. Page 1 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 'IECOUNY 3RD Party Remote Access Policy b. In no instance should any Eagle County 3rd party provide their individual login credentials to anyone, including their co-workers or Eagle County staff. c. Third parties are responsible for immediately advising Eagle County's IT Department to revoke remote access privileges upon the termination of any third party staff member with Eagle County login credentials. d. Third parties are prohibited from introducing changes to Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data without the explicit approval of the relevant Eagle County LOB application system owner and the Eagle County IT Department. e. At no time should any Eagle County 31d party download, share, or distribute Eagle County data without the explicit authorization of the relevant Eagle County LOB application system owner. f. Any software support tools installed by a 311' Party on the ECG Network should he documented and communicated to the Eagle County IT Department. This includes remote access software, backdoors, and any tools used for administering Eagle County system resources. All 3rd party software installed on Eagle County systems should be legally obtained and have proper licensing g. Standard proactive business application software maintenance upgrade requirements should be coordinated and scheduled well in advance with the Eagle County IT Department. All configuration changes made to Eagle County environment should be documented and tracked. Line of Business Owner Responsibilities For their respective Line of Business software applications. LOB owners are responsible for the following: a. Approval of all 3rd party remote support accounts allowing access to the ECG Network. b. Approval of all 3111 party support instances to allow remote access to the ECG Network. c. Approval of all 3rd party recommended LOB software application configuration or data changes, including authorization concerning specific times 1 dates that changes can be applied (including potential system down time). Additional authorization is required by Eagle County IT Department prior to change implementation, d. Approval authorizing software maintenance upgrades to be applied, including authorization concerning specific times 1 dates that changes can be implemented (including potential system down time). Additional authorization is required by Eagle County IT Department prior to change implementation. e. LOB owners are exclusively responsible for account provisioning and scope of access privileges granted within their specific software applications. This includes both internal users as well as 3rd party access. LOB owners are responsible for any software application data changes a 31d party may introduce during a remote connection of any form. Ill. Eagle County IT Department Administrative Responsibilities Page 2 119 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT EAGLEcouNff 3RD Party Remote Access Policy Third party remote access authorization will be enforced through the establishment of: i. Separate individual login accounts and passwords for each individual 3rd party representative accessing Eagle County systems. Referenced passwords will periodically be required to be changed consistent with policy regarding internal Eagle County network accounts. ii. A multi -factor authentication mechanism will be established that all 31d parties will be required to use in order to authenticate. iii. Temporary enablement of 3rd party remote access login account and compulsory account disablement upon conclusion of relevant support instance. iv. The use of generic accounts for accessing, troubleshooting, or implementing changes to Eagle County business systems is strictly prohibited. This includes local account access to operating systems and databases. b. Each support instance requiring 3111 party remote access will require approval of the relevant Eagle County LOB application owner. c. Appropriate controls shall be instituted to ensure that 3rd party access is limited within the EGG network to only those resources that the 311 party is responsible for supporting. d. Third party remote access is primarily for troubleshooting purposes, with default access permissions being limited to read only privileges. Standard third party accounts should be configured in such a manner prohibiting changes to Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data. e. Separate 3rd party login credentials shall be established for situations requiring elevated permissions. All changes require the explicit prior approval of the relevant Eagle County LOB application system owner and the Eagle County IT Department. f. Any 3r4 party changes that are introduced to Eagle County's business applications, underlying operating platform, or network must be documented following guidelines agreed upon by the Eagle County IT Department and the 3r6 party. g. Database backups are required prior to executing any direct insert, update, or delete SQL statements against a production database. h. Third party remote user access and+or connection to Eagle County's networks will be logged and monitored to record dates, times, and duration of access. i. All remote access connections must include a system time-out feature. Remote access sessions will time out and terminate after a pre -defined period of inactivity. Enforcement Failure to comply with the Remote Access Policy and Agreement may result in the suspension of remote access privileges and possible termination of 3'd party sup part agreement. Exceptions Page 3 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Exception to this policy will he considered on a case by case basis. All exceptions to this policy must be approved by the IT Director and maintained on file electronically for future reference. Each Exception Request should include' • Description regarding nature of the non-compliance. ■ Anticipated length of non-compliance (1 -year maxim urn). • Proposed plan for managing the risk associated with non-compliance (alternative mitigating control). ■ Proposed future review date to evaluate progress toward compliance. ■ Signature of the IT Director. Revision History Version Date of Change Responsible Party Summary of Change 1.0 09!0312015 Scott Lingle Initial Policy Page 4 EXTURIT T7 Insurance Certificates 17 Eagle County Procurnient and Installation Final 5!14 CLEVE-1 OP ID: DO /4c"RA5GATE {MWDD,'YYYYI CERTIFICATE OF LIABILITY INSURANCE 1¢,72017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THUS CERTIFICATE DOES NOT AFFIRMATJVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(Sf, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the cartiffcate holder Is an ADDITIONAL INSURED, the p0cy(ies) must he endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER INSIGHT COMPANIES INC. 225 Old Country Road No Wing Melville, NY 11747 John R. Keane ONTACT NAME: Dnnna Harms PHONE "'11631-393-0500 w� N,; 531-393-0505 (AT EMAIL fJHarms Iasi hfirua.com ADDRESS: 10107!2017; 10lfl712t318 EACH OCCURRENCE S 1,000,0001 INSURE S AFFDRDINGCOVEIAGE NAICX INSURERA;Fede ral Insurance Com pany 20281 PERSONAL 9 AW NJURY $ 1,000,00 INSURED Clever Devices, Ltd. -IsuRER e :Great Northern Insurance Co. 20303 3DO Crossways Park Drive Woodbury, ICY 11797 IrIsIRERc :Chubb Iridern nity Insurance Co, 41386 InsuxER u: Ace American Insurance Company 226 67 INSURER E' AUTOMOBILE X X 1 NSU HEk F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMCD ABOVE FOR THE POLICY PERIOD NDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY WNTRACT OR OTHER DOCUMENT WITH RESPECT TO 11VAIGH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CtAIIAS. ItT R LTR TTP E I7F IN SIJRANCE POLICY NUMBER MM7ODfYYYY ],Ih1fD17rl'YYY LIMITS A GENERAL LIASILITY X CC WEACIALGENE RAL LIABILITY CLAIMS -MADE OCCUR X Contract Liab X X 3602-86-113 10107!2017; 10lfl712t318 EACH OCCURRENCE S 1,000,0001 PREMISES f E9Gowf-erce I $ 1,400,00 MFF E%P 2Any pna parean; S 19,00 PERSONAL 9 AW NJURY $ 1,000,00 GFINFRAL AGGREGATE : 2,000,00 _ GEVIL AGGREGATE LIMIT APPLIES PER T- PRD• LOC POLICY FRI PRODUCT'S -IrO MPMP AGG S 2,000,0 S B AUTOMOBILE X X UABILTri ANY ALL UAW ED SCHEDULED AUROS AVrUS HIRED AUTOS X AUTTOSWH I 358-52.17 101471201710M712018 INGLE LIMIT � x=�,, 1,000,DO BODILY INJURY IParpweaty S BODILY INJURY(Per aradanlj S TYIDAMAG F P 'CIDENT = S A X UMBRELLA WAR X DCCUR DCMn LEAN CLAIMS -KA -DE OEQ RETENTION S 7988-6045 11710712417 1010712D18 EACHOCCURRENCE S 20,000,40 AGGREGATE 3 20,000.00 S C WORKERS COMPENSATION AND EMPLOYERT LIASILnY ANY PAOPP16TORMARTNERIEkECL'TIVE Y RN OFFICE R,MJ.1E ER EJCCLLID6C? ❑ (MaadalmrylnMl IIa1. dawlbe udder SCRIPTION OF OPERATIONS WOW N 1 A 71755-0340 10147/2017 1010712010 X WC STATU- DTRs• I: L EACH ACCIDEW S 1,000.Of? L DISEASE -EA EMPLOYEE 3 1,000,40 E L. DISEASE - POLICY LIMIT S 1,400,00 D Professional G25542339042 04123/2017 D41231201a Limit 5,44B,oti DESCRIPTION OF OPERATION&! LDCATMONS 1 VE HW LES {ANach ACORD 791, Addlll anal 8amw"SCslad LI I@,. If roam spar,a Is mqulmdj Eagle County, Colorado is included az art additional insured. General Liability is on a primary and non-contributory basis when required by written and executed contract. EAGLECO Eagle County, Colorado Attn, Lance Trujillo 500 Broadway, PO Bax 850 Eagle, CD 811631 SHO ULO ANY OF THE ABOVE DESCRIBED POLIOIES 13E CANCELLED 9EFORE THE EXPIRATION DATE THERE=OF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ALrrHOACED REPRESENTATNE � � ®1988-2010 ACORD CORPORATION. All rights reserved. ACORD 26 (.2410105) The ACORD name and logo are registered marks of ACORD HOLDER CooE EAGLECO NOTEPAD: INGUr&D•S NAME Clever nevices. Lid. CLEVE-1 OP ID: DO Additional Insured and/or Waiver of Subrogation if shown on this i.fxi�ate are added psavided this status is required by a written and uted cantract. PACS 2 Dale 1011212017