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HomeMy WebLinkAboutNAVISTAR INC - CONTRACT - AGREEMENT MISC - NAVISTAR INCFIELD EVALUATION AGREEMENT (FT # 1-367) SUBJECT: On Board Diagnostics Evaluation DATE: 10/10/2012 Customer: CITY OF FORT COLLINS Location: 625 Ninth Street Fort Collins, Colorado 80524 WHEREAS, Navistar. Inc., desires to evaluate components ("Components"), and WHEREAS, City of Fort Collins , in exchange for use of the Components is willing to provide pertinent test data, reports and opinions as hereinafter specified; and WHEREAS, in consideration of the above, the undersigned agrees to participate in our evaluation of the Components, commonly referred to as the "080 Hardware and Software." NOW, THEREFORE, this AGREEMENT is entered into this 10th day of October. 2012 by Navistar, Inc (hereinafter referred to as "Navistar"), and City of Fort Collins (hereinafter referred to as "Customer"). The purpose of this evaluation is to gain field experience and determine certain performance criteria. It is Navistar's intention to follow the installation of the Components for evaluation. Should the evaluated Components prove unsatisfactory for Customer application, or deficiencies arise which cannot be corrected, Navistar will, at that time, restore Customer's involved unit to pre-test condition. Navistar shall be responsible, and reimburse Customer, for any and all costs incurred by Customer to the extent proven to directly result from Customer's use of the Components. Subject to the terms and conditions hereof, Navistar hereby provides to Customer the following Components as set forth be/ow. Title and ownership of the Components shall remain with Navistar. The AGREEMENT shall become effective with respect to the Components on the date of installation for a period of 12 Months thereafter. The parties may agree to extend this AGREEMENT for an additional evaluation period. OBD Hardware and Software COMPONENT IDENTIFICATION YEAR MAKE DESCRIPTION VEHICLE Vehicle ViN Number ENGINE Customer .bQ. 2013 International 7500 SFA 6X4 WorkStar 1HTVVPAZT4DJ275639 S70Hr Unit#22039 2013 International 7500 SBA 6X4 WorkStar 1HTVVNAZT5DJ306483 S70HT Unit#27078 Page 1 of4 During the evaluation time frame, periodic visits to the field facilities will be made for monitoring and fact finding purposes. Pre-arrangements will be made to maximize vehicle availability during these visits. In consideration of our mutual goals and objectives, Customer agrees to and understands the following responsibilities: 1. Maintain mileage and maintenance records on each of the vehicles involved in this evaluation and have this information available to Navistar when requested. 2. Notify Navistar immediately in the event of a failure or any irregularity of the Components being evaluated. 3. Under NO circumstances are any Components to be replaced or repaired without authorization. 4. Should this evaluation, in the sole discretion of Navistar, become unmanageable by Customer, termination may be made by notifying Navistar in writing. At such time the installation material will be removed and the vehicle restored to as- manufactured condition. 5. Navistar reserves the right to terminate this evaluation at any time should it be determined necessary, due to any terms or condition changes unforeseen at the date this AGREEMENT is entered into. 6. During the evaluation, should it become necessary to replace a Component, a non-evaluation component may be used for replacement and that part of the evaluation will be terminated. Customer agrees to provide normal preventative maintenance as outlined in the owner's manual. Customer will return all involved defective, damaged or malfunctioning parts, as directed by Navistar, for examination and evaluation. "'fD.~~t~ 5~~ ~ The vehicle upon which the Components are ins~lIed shall be used by Customer only in the normal and ordinary course of Customer' business and not in violation of any law, rule, statute or ordinance and Customer shal ndemnify and hold Navistar harmless from and against fines, forfeitures, seizures, confiscation's and penalties arising out of any such violation. Customer agrees to notify Navistar immediately upon the happening of any accident, collision or theft of the evaluation vehicle and to cause the driver to make a detailed report to Navistar as soon as practicable and to render all other assistance to Navistar Page 2 of4 (and the insurer) that is required by either of them in investigation, defense or prosecution of any claim or suites). Upon termination of the evaluation, the Components will be returned to Navistar for evaluation, if required, or, if it is deemed by Navistar not to be essential to return the Components, Customer may choose: 1. to retain the Components, or; 2. Request that Navistar restore to as-manufactured condition. Either party may terminate the evaluation of any Component prior to the expiration of its term by giving to the other party with 30 days written notice of its intent to do so. In the event Customer becomes insolvent, files petition in bankruptcy, makes an assignment for the benefit of creditors, be adjudicated as bankrupt by any court of competent jurisdiction, permits a receiver to be appointed for its business, or permits or suffers a material disposition of its assets, this AGREEMENT shall terminate immediately, without notice or demand, at the election of Navistar. Neither party may assign this AGREEMENT without the written consent of the other, except that Navistar may assign the AGREEMENT to an affiliate or subsidiary without consent. This AGREEMENT shall be binding on the parties hereto, their successors, legal representatives and assigns. This AGREEMENT shall not be binding until executed by a person duly authorized by each party, and shall constitute the entire agreement and understanding between the parties concerning the components, notwithstanding any previous writings or oral undertakings, and its terms shall not hereafter be altered by any oral agreement or informal writing, not by failure to insist upon performance, or failure to exercise any rights or privilege. Alterations, additions, or changes in this AGREEMENT shall be accomplished only by written endorsement hereon, or amendment hereto, duly executed by both parties. The form of this AGREEMENT is intended for general use in the United States, and if any of the terms hereof are in violation of or prohibited by any federal law or judicial decision or any law, statute, ordinance, or judicial decision of the state or city where it is used, such terms and provisions shall be of no force and effect to the extent of such violation or prohibition without invalidating any other of the terms and provisions of this AGREEMENT. Page 3 of4 Navistar realizes that the Components will be operated on public roads and property and, as such, recognition of their peculiar nature or characteristic by the general public and more specifically by competitors of Navistar cannot be avoided. Nevertheless, Customer agrees to use every reasonable precaution to prevent observation, photographs, video recordings, or detailed inspection by agents or associates in competition with Navistar or suppliers of Navistar to the extent practical, provided it does not impair Customer's use of the Components or Customer's vehicle. Customer further agrees that evaluation observations and results will be held in strictest confidence by Customer and will not be used for any purpose inconsistent with this AGREEMENT. IN WITNESS WHEREOF, each of the parties hereto has caused these present to be duly executed the day and year first above written. City of Fort Collins Navistar Inc. orized Customer Representative WITNESS: _ DATE: __ J-'-,II-I~cg-+-I...:-.t 2- __ I I DATE: If - f,-20/ 2- Revision Date: 10/09/2012 Page 4 of4