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HomeMy WebLinkAboutCHANGE ORDER - RFP - 7381 ADVANCED TRAVELLER INFORMATION SYSTEM (2)CHANGE ORDER NO.02 PROJECT TITLE: Mason Corridor - Advanced Traveler Information System CONTRACTOR: Clever Devices Ltd. PROJECT NUMBER: 7381 PURCHASE ORDER NO.: 9125809 Add Training, Commissioning Support, and Spanish language Support for DESCRIPTION: the ATIS and deduct a Credit for the cost of in -Vehicle Equipment installed by NABI 1. Reason for change: See attached Exhibit A to this change order. 2. Description of Change: See attached Exhibit A to this change order. 3. Change In Contract Cost: $39,277.33 4. Change in Contract Time: 59 calendar days for System Acceptance 62 licalendar days for final completion TOTAL APPROVED CHANGE ORDERS TOTAL PENDING CHANGE ORDERS TOTAL THIS CHANGE ORDER TOTAL % OF ORIGINAL CONTRACT, THIS C.O. TOTAL °% OF ORIGINAL CONTRACT, ALL C.O.'S ADJUSTED CONTRACT COST ACCEPTED BY: �G Contractor's Representative REVIEWED BY: Construction Manager APPROVED BY: City Project Manag c APPROVED BY: City Engineer $ 39,277.33 3.58% 3.82% . $1,137,829.98 orders aoorovedt DATE: DATE:/' -}- DATE: ) L) APPROVED BY: DATE: Purchasing Agent over $60,000 cc: City Clerk Architect Contractor Engineer Project File Purchasing up to 90 days and will then be subject to discard, unless alternative arrangements have been agreed to in advance. Prepared BY: Christine Behringer Date: February 7, 2014 PROPRIETARY: This document 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 Page 6 of 6 www.cIeverdevices.com maA MAX Field Construction Office 3000 South College Ave., Suite 201 Fort Collins, CO 80526 fcgov.com/maxconstruction Delivery by hand March 3, 2014 Ms. Erika Keeton, PE MAX Project Manager City of Fort Collins — Engineering Dept 281 N. College Ave. Fort Collins, CO 80524 RE: Services Agreement 7381 Advanced Traveler Information System Change Order 2 Independent Cost Analysis — • Line 1 — Credit for transferring responsibility for NABI replacement vehicle installs from Clever Devices to NAB] (OEM) of "in -Vehicle" passenger information systems (This is a credit for a concurrent non -grant activity) • Line 2 — One onsite trip (3 days on site) for Post Delivery Inspection and Setup after all OEM (BRT and above mentioned 7) vehicles are delivered in Fort Collins (7 of the 13 buses being inspected are non -grant buses) • Line 4 — System Integration support by a Systems Engineer and Project Manager plus follow-on support via "beast/phone • Line 5 — Enghouse Spanish language support module Line 1— Credit for transferring responsibility for NABI replacement vehicle installs of "In -Vehicle" passenger information systems — Concurrent Non Grant Credit Due to timing changes both in the execution of the Clever Devices contract and the procurement of seven new non-BRT buses from NABI it was deemed by Transfort staff that having NABI install the Clever Devices equipment in the factory would provide Transfort with a higher -quality end product than having Clever Devices perform an after -market installation of the equipment. A separate change order to NAB] was executed for the installation of the equipment. Table 5 in Clever Device's contract includes the per -bus price of $1,050.00 for removing and reinstalling the in -vehicle passenger informations systems. The credit amount is only for the reinstallation of the equipment which was removed from older buses. The work to remove equipment is significantly easier than the work to reinstall it. Also, although the individual components are being re -used in the new bus, the wiring harness and mounting equipment for the components is all different. For the purposes of the ICE it was assumed that '/. of the price quoted in Clever Device's contract, $787.50, is associated with the reinstallation of the equipment. The ICE for the credit from Clever Devices is $5,512.50. Because the Clever Devices proposed credit of $5,563.32 is within 0.9% of this ICE, I find this price to be reasonable. As such, I recommend acceptance of this credit to the contract. Line 2 — One onsite trip (3 days on site) for Post Delivery Inspection and Setup after all OEM (BRT and above mentioned 7) vehicles are delivered in Fort Collins (7 of the 13 buses being inspected are non -grant buses) The Clever Devices contract assumed that all of the in -vehicle passenger information system equipment would be installed by Clever Devices technicians. However those devices were installed by NABI technicians for both the six BRT buses and the seven replacement buses included in Line item 1 discussed above (thirteen buses total). Clever Devices needed to inspect, test and finalize the setup of the in -vehicle equipment installed by NABI in order to maintain the warranty of the ATIS. The ICE for the inspection and setup of the thirteen buses is $9,923.20. Because Clever Devices proposed charge for this work is $ 10,379.65 is within 4.4% of the ICE, I find this price to be reasonable. As such, I recommend acceptance of this change to the contract. Because the seven replacement buses are not included in the PCGA 7/13 of the cost is not grant eligible. Therefore $4,790.61 should be charged to the PCGA and $5,589.04 to Transfort's budget for the non - grant portion of the ATIS project. Line 4 — System Integration support by a Systems Engineer plus follow-on support via webcast/phone A significant component of the system integration testing/commissioning for the BRT system is to ensure that the ATIS system being designed and installed by Clever Devices works properly. The technical expertise needed to properly test, verify, troubleshoot and ultimately certify that the ATIS for the BRT system is working properly is only available through Clever Devices. The Clever Devices contract does not include scope nor budget for the detailed integration testing of the BRT portion of the ATIS. This change is to fund a combination of on -site and remote support for systems integration testing of the ATIS on the BRT System. The ICE for the systems integration support is $16,027.00. Because Clever Devices proposed charge for this work is $ 16,798.00 is within 4.6% of the ICE, I find this price to be reasonable. As such, recommend acceptance of this change to the contract. Line 5 — Enghouse Spanish language support module The ATIS specifications didn't include Title VI requirement under our Language Access Plan (LAP) to provide equal access in Spanish and English. We need this function to support our LAP under Title VI. Foreign language support is a different module than was included in the Enghouse Interactive Voice Response (IVR) capabilities for passengers in Change Order 1 to the Clever Devices contract. Change Order 1 included four licenses for the Enghouse IVR system. This change order includes licenses, development costs and training for four Spanish language modules for the IVR system. The ICE for the purchase of the Spanish language modules from Enghouse (sub -contractor to Clever Devices for ATIS) is $18,208.20. Because Clever Devices proposed charge for this work is $ 17,663.00 is within 3.1 % of the ICE, I find this price to be reasonable. As such, I recommend acceptance of this change to the contract. Note: Clever Devices proposal includes training and annual maintenance/development support costs for the CleverETL application which is part of the ATIS. (Line items 3a, and 3b in their proposal.) The backup information provided by Clever Devices is insufficient to allow independent verification that their pricing is reasonable and prudent. Clever Devices has resisted providing the necessary backup information. In the interest of maintaining the project schedule Change Order 2 excludes the scope and cost included in lines 3a and 3b if their proposal. The necessary information from Clever Devices has been requested and they were referred to the following clause from their contract: EXHIBIT C FEDERAL CONTRACT REQUIREMENTS 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)I, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. If Clever Devices provides the necessary backup information these line items may be included in a future change order. Keith Meyer, E Construction Project Manager CH2M HILL Team 970-988-8605 keith.meyer@ditescoservices.com Cc: job file Change Management Checklist Note: This checklist was prepared for the ATIS IVR Loquendo Port Licenses only. The credit for the Bus Kit is a concurrent non -grant activity; since it is not associated with the MAX project verification of compliance with the MAX EA and PCGA is not required. An independent cost estimate (ICE) for the bus kit credit was prepared and is attached to this memo. CategoryCompliance D. te Reviewed Reference Initials Reviewed for compliance with Work is included in the build Environmental Assessment 10/7/13 alternative JS SCC 50.05 Equipment to be installed in an Reviewed for construction/safety impacts 10/7113 office environment. No safety JS impact. Independent cost estimate prepared 10/7/13 As attached to this memo JS Scope is included in SCC 50.05 Reviewed for PCGA grant compliance 10/7/13 Work added to support passenger JS information systems Equipment installation inside Reviewed for real estate impacts/needs 10/7/13 existing buildings, no real estate JS impact Reviewed for compliance with design criteria/ADA Equipment is for back -office use htto://w .access-board.00v/ada-aba/ada- 10/7/13 not for use by the general public. JS standards-dot.cfm ADA compliance is not applicable © CH2MHILL. Independent Cost Estimate dilesco Date of Estimate: 26-Feb-1 4 Contract Type: Clever Devices ATIS Existing Contract or PO (Y/N): Y Description of Goods (A) or Services (B): B Scope is to provide a credit for transferring responsibility for installing "In -Vehicle" passenger information systems on seven (7) replacement buses from Clever Devices to NABI. From the contract Section V Paragraph H. (In Vehicle Systems) In vehicle systems will consist of Service Provider installed Variable Message Sign (VMS) mounted to the ceiling and integration with the existing onboard paging system. There will be two VMS on forty (40) foot length and smaller buses and three VMS on sixty (60) foot length buses. I have obtained the following estimate from; Published Price List / Past Pricing (date) Existing Contract Pricing Engineering or Technical Estimate (performed by) Independent Third Party Estimate (performed by) Jonathan Spencer Other (specify) Cost Estimate Details: (Estimate calculated in US Dollars) Unit Price from Contract Table 5 - Replacement Transit Vehicle Installation oackaoe Product Bus Size Removal& Reinstallation Each Bus Notes/Data Source TOTAL NABI or Other 35' Bus $ 1,050.00 7 $ 7,350.00 40' Bus $ 1,050.00 60' Bus $ 1,050.00 Total $ 7,350.00 Cost of Services, Repairs, or Non -Standard Items Credit amount is for the Reinstallation of equipment in new buses only. Assume that reinstallation is approximately 3/4 of the total cost per bus. Product Bus Size Credit for Reinstallation Each Bus Notes/Data Source TOTAL NABI or Other 35'Bus $ 787.50 7 5,512.50) 40' Bus $ 787.50 60' Bus $ 787.50 Total Signature of Preparers r� ®s■ CH2MHILL. Independent Cost Estimate ditesen Date of Estimate: 26-Febl4 Contract Type: Clever Devices ATIS Existing Contract or PO (Y/N): Y Description of Goods (A) or Services (B): B Scope is to provide the services of a Systems Engineer for. System Integration support by a Systems Engineer and Project Manager - 20 hours of remote support via phone for issue resolution - 40 hours on -site support (plus travel time) in Fort Collins - 20 hours of remote support via phone I have obtained the following estimate from; Published Price List / Past Pricing (date) Existing Contract Pricing and GSA Per Diem Rates Engineering or Technical Estimate (performed by) Independent Third Party Estimate (performed by) Jonathan Spencer Other (specify) Cost Estimate Details: (Estimate calculated in US Dollars) Unit Price from Contract Appendix B Table 3, Professional Services and GSA SPms E 20.00 PeHour Ma $ 9840 Per Hour GSA Lodging in FC $ 91.00 IPer Ni ht GSA M&IE in FC $ 56.00 1 Per Full Da Cost for Site visit Rem Unit Cost Quantity Notes/Data Source TOTAL Systems Engineer $ 120.00 92 40 hr on site. 16 hr travel, 16 hr prep, 20 hr remote $ 11 040.00 Project Manager $ 98.40 20 Coordination & remote support $ 1,968.00 GSA Lodging in FC $ 91.00 5 Per night $ 455.00 GSA M&IE in FC $ 56.00 6.5 5 full days plus 2 travel days at $ 364.00 Airfare $ 500.00 1 Round trip JFK to DEN $ 600.00 Rental Car $ 600.00 1 Weekly Rate+ Extra day $ 600.00 Misc Expenses $ 1,000.00 1 Mileage to/from JFK, Airport parking, taxes, fees, etc. $ 1,000.00 Total $ 16.027.00 Signature of Preparer. 49'_c - ® CH2MHILL. Independent Cost Estimate d'te V co Date of Estimate: 26-Feb-14 Contract Type: Clever Devices ATIS Existing Contract or PO (YIN): Y Description of Goods (A) or Services (B): B Scope is to provide the services of a Systems Engineer for: One 3-day (plus travel time) on site trip to Fort Collins for Post Delivery Inspection and Setup after vehicles are delivered. The six BRT vehicles and seven 35' NAB[ buses will be commissioned during this trip. I have obtained the following estimate from; Published Price List / Past Pricing (date) I Existing Contract Pricing and GSA Per Diem Rates Engineering or Technical Estimate (performed by) Independent Third Party Estimate (performed by) Jonathan Spencer Other (specify) Cost Estimate Details: (Estimate calculated in US Dollars) Unit Price from Contract Appendix B Table 3, Professional Services and GSA 12,stems Engineer $ 120.00 Per Hour Prect Manager $ 98.40 Per Hour GSA Lodging in FC 1 $ 91.00 1Per Night GSA M&IE in FC 1 $ 56.00 1 Per Full Day Cost for site visit Item Unit Cost Quantity Notes/Data Source TOTAL Systems Engineer $ 120.00 56 24 hr on site, 16 hr travel, 16 hr prep $ 6,720.00 Project Manager $ 98.40 8 Coordination & remote support $ 787.20 GSA Lodging in FC $ 91.00 4 Per night $ 364.00 GSA M&IE in FC $ 56.00 4.5 3 full days 2 travel days at 75% $ 252.00 Airfare $ 500.00 1 Round trip JFK to DEN $ 600.00 Rental Car $ 400.00 1 Weekly Rate $ 400.00 Misc Expenses $ 800.00 1 Mileage tolfrom JFK, Airport parking, taxes, fees, etc. $ 800.00 Total $ 9,923.20 Signature of Preparer: r "' C ® CH2MHILL. IndeperWeM Cost Estimate diiesco Date of Estimate: 26-Feb-14 Contract Type: Clever Devices ATIS Existing Contract or PO (Y/N): Y Description of Goods (A) or Services (8): B Scope is to provide Enghouse Spanish language support module Includes: - License cost - Implementation -Training (includes the abilityfor Fort Collins to manage the translations and phrases on their own through the Enghouse web -control system). Training will be 2-days on -site. Note: Spanish Translations to be provided by Fort Collins I have obtained the following estimate from; Published Price List / Past Pricing (date) Existing Contract Pricing and Comparison with NDEV Nuance Engineering or Technical Estimate (performed by) Independent Third Party Estimate (performed by) Jonathan Spencer Other (specify) Cost Estimate Details: (Estimate calculated in US Dollars) Unit Price from Contract Appendix B Table 3. Professional Services and GSA Applications Engineer 88.80 Per Hour Project Manager $ 98.40 Per Hour GSA Lodging in FC 1 $ 91.00 Per Night GSA M&IE in FC 1 $ 56.00 11per Full Da Cost for Site Visit Item Unit Cost Quantity Notes/Data Source TOTAL Licensing per Port based on NDEV Nuance Gold $ 3,000.00 4 We have 41VR Ports $ 12,000.00 Applications Engineer $ 88.80 40 16 hr on site, 16 hr travel, 8 hr prep. $ 3,552.00 Project Manager $ 98.40 8 Coordination & remote support $ 787.20 GSA Lodging in FC $ 91.00 3 Per night $ 273.00 GSA M&IE in FC $ 56.00 3.5 2 full days 2 travel days at 75% $ 196.00 Airfare $ 500.00 1 Round trip YVR to DEN $ 600.00 Rental Car $ 300.00 1 3 days $ 300.00 Misc Expenses $ 500.00 1 Mileage to/from YVR Airport parking, taxes, fees, etc. $ 500.00 Total T 18, 008.20 Signature of Preparer: 4 Nmna I NnFv MMile I R 6' NDEV Register I Sign in Home Languages = How h Works Customers Resources Forums Help Service levels for everyone. Whether you am just gettirg your feet wet or you have more advanced feature, customization, or support requirements in mind, NDEV Mobile offers a service level designed to meet your needs. Silver \ r; FREE to Develop FREE to Go Live Plan Details • ASR (aulamated speech recognition) dictation and search models for 20+ languages • Notwork TTS(text to speech) for <5+languages • Easy to use Speooh Kit SDK • Andmid, OS. and WP 7 platforms • Blueloath • Customizable Ul • Get help wdh your spp via our centralized speech resource Gold 0 $399 to Develop $3.000 to Go Live tuF�m�m�util.Yevauly.u.�vvFLticu.k,.W�t/+t+J�u=�ilaSwi�v lnr Dl16 nl:nn "1 CHANGE ORDER NO. 02 PROJECT TITLE: Mason Corridor - Advanced Traveler Information System CONTRACTOR: Clever Devices Ltd. PROJECT NUMBER: 7381 PURCHASE ORDER NO.: 9125809 Add Training, Commissioning Support, and Spanish language Support for DESCRIPTION: the ATIS and deduct a Credit for the cost of in -Vehicle Equipment installed by NABI 1. Reason for change: See attached Exhibit A to this change order. 2. Description of Change: See attached Exhibit A to this change order. 3. Change in Contract Cost: $39,277.33 4. Change in Contract Time: 59 calendar days for System Acceptance 62 calendar days for final completion ORIGINAL CONTRACT COST $1,095,947.65 TOTAL APPROVED CHANGE ORDERS $2,605.00 TOTAL PENDING CHANGE ORDERS TOTAL THIS CHANGE ORDER $ 39,277.33 TOTAL % OF ORIGINAL CONTRACT, THIS C.O. 3.58% TOTAL % OF ORIGINAL CONTRACT, ALL C.O.'S 3.82% ADJUSTED CONTRACT COST $1,137,829.98 (Assuming all change orders approved) ACCEPTED BY: DATE: Contractor's Representative REVIEWED BY: DATE: 5-3- /¢ Construction Manager APPROVED BY: �/ Q,( DATE: City Project Manage APPROVED BY: DATE: City Engineer APPROVED BY: DATE: Purchasing Agent over $60,000 cc: City Clerk Architect Contractor Engineer Project File Purchasing N.INDEVh fie I1'a,'eg Ge[ Gold Service • ASR (auum ated speech recognition) dictation and search models for 20+language5 • N etworx TT S(text to speech) for 45+languages • E say to use Speech Kl t S DK • Android, iOS, and WP 7 platforms • HTTP Interface Bluetaoth • Custom lzable Ul • Get help with your app via our centralized speech resource . Get help with your app vl a our Doll re tic keting system • SSL Custom pricing based on your needs. Flan Details • ASR (automated speech recognidon) dictabon and search models for 20+languages • N etwork TTS(textto speech) for 45+languages • E asy to use Speech Kit SDK • Android, iCS, and WP 7 platforms • HTTP Interface • Bluetooth • Customizable Ul • Get help with your app via our centralized speech resource • Get help with your app via our Doll ne ticketing system • SSL • Additional speech capabilities • Dedicated tech support contact and highest SLAB Mplleuemewbilm3wbpeemMpubti iNxpkp9lmk- emta6erve [12Yd1146.41 U AM Nvmce I NDEV M�bib I �3M Cmsulbng seMces Community Bog Facebook Twner Voulube Legal Legal Notice PriacyPnllr.y Polities ff�v NUANCE o Copbgtl 2013 Nuance C.nlealbnslno vryr>e�e®budr.rbpe..ompmtiwa: pWtutr =e Lery w[IQ 014 sA Aa AM SAM Search Results List of records matching your search for Search Term : Clever* Devices* Search Results �r�,"r /J,,,) 3-z5 - r `t March 25, 2014 11:53 AM Page 1 of 1 may CHANGE ORDER NO. 2 Exhibit A Project: Advanced Traveler Information System Project No. 7381 Date: March 3, 2014 Description of Change: This change order: MAX Field Construction Office 3000 South College Ave., Suite 201 Fart Collins, CO 80526 fcgov.com/maxconstruction 1. Provides a credit for transferring responsibility for installing "In -Vehicle" passenger information systems on seven (7) replacement buses from Clever Devices to NABI (Original Equipment Manufacturer [OEM]). 2. Provides the services of a Systems Engineer (refer to Appendix B Table 3, Professional Services from contract for pricing) for: a. One 3-day (plus travel time) on site trip to Fort Collins for Post Delivery Inspection and Setup after vehicles are delivered. Seven (7) 35' NABI buses will be commissioned during this trip. b. NOTE: The Clever Devices Project Manager has agreed to Post Delivery Inspection and Setup of six (6) 60' NABI BRT vehicles during Fleet Installation activity in November and/or December 2013 as part of current scope of work. 3. Excludes on -site training for Training, and remote consulting support, for CleverETL enterprise data warehouse software. This work is excluded from Change Order 2 because additional pricing backup from Clever Devices is needed. 4. Provides system integration support by a Systems Engineer (labor rate as defined in Appendix B, Table 3) as the ATIS is commissioned for the MAX BRT: a. Provide 20-hours of remote Systems Engineer support via phone for issue resolution b. Provide 40 hours on -site Systems Engineer support in Fort Collins c. Provide 16 hours of preparation time for the Systems Engineer prior to the site visit d. Assume 16 hours of travel time for the Systems Engineer associated with the site visit e. Provide 20 hours of remote coordination/support by the Project Manager, via phone f. Include travel expenses for the Systems Engineer on -site support. 5. Provides the Enghouse Spanish language support module, Including: a. License cost b. Implementation c. Training (includes the ability for Fort Collins to manage the translations and phrases on their own through the Enghouse web -control system). Assume training delivered by an Applications Engineer and that two days on -site for the training will be needed plus travel and preparatory time. Note: Spanish Translations to be provided by Fort Collins Note: All travel expenses shall not exceed commercial coach transportation, IRS mileage allowance for use of personal vehicles, GSA per diem rates for lodging and miscellaneous and incidental expenses, and any freight charges as applicable. Supporting documentation can be found in the Clever Devices Proposal 13081401 RevD, dated February 7, 2014 attached. Page 1 of 2 Change in Contract Value: The contract value is being increased by $39,277.33. The line item breakdown based on Clever Devices proposal is as follows: Line Item # Description Price 1 Credit for transferring responsibility for NABI replacement vehicle installs from Clever Devices to NABI OEM ($5,563.32) 2 One onsite trip (3 days on site) for Post Delivery Inspection and Setup after all OEM BRT and above mentioned 7 vehicles are delivered to Fort Collins $10,379.65 3a Not Included In CO 02 $ 0.00 3b I Not Included In CO 02 $ 0.00 4 4-day onsite training including all materials and travel costs plus -40 hours follow-on support via webcast/ hone $16,798.00 5 Enghouse Spanish language support module $17,663.00 Net Change Order Amount $39,277.33 Change in Contract Time: The following change in time is associated with this Change Order. Project Closeout is scheduled for 04/30/2014. CDRL deliverable dates are as follows: Contract Deliverables' +- Reequirements List,." 7 .C.CDRL „ " Description ' Original Due, C Date: ' Revised Due' Date 100 Initial Activities Meeting 11/20/2012 11/16 /2012 101 Project Management Plan 11/30/2012 12/6/2012 102 Project Schedule , 11/30/2012 12/6/2012 103 Monthly Progress Reports 12/30/2012 3/27/2013 104 Preliminary Design Review Package 1/29/2013 4/10/2013 105 Final Design Review Package 3/30/2013 7/19/2013 106 Report Generation 6/28/2013 11/11/2013 107 Mini -Fleet (pilot Phase) Deployment 8/27/2013 11/15/2013 108 Training Program Plan 1/29/2013 10/18/2013 109 Fleet Deployment Complete 9/26/2013 2/25/2014 110 System Acceptance 10/26/2013 4/21/2014 111 Project Closeout Package 10/26/2013 4/30/2014 Page 2 of 2 ✓V• Clever Devices 300 Crossways Palk Drive Woodbury, NY 11797 Phone:(516) 433-6100 Fax: (516)433-5088 Attn: Craig Dubin Company: Fort Collins Address: Phone: 970-224-6196 Date: CD Ouote #• E-Mail: Re: February 7, 2014 13081401 RevD cdubin@fcgov.com Change Order # 2 Items Clever Devices is pleased to submit the following quotation, subject to the terns and conditions listed below. Extended Item Qty Description Unit Price Price [Standard 1 7 Credit for transferring responsibility for NABI replacement vehicle ($794.76) ($5,563.32) installs from Clever Devices to NABI OEM 2 1 One on site trip (3 days on site) for Post Delivery Inspection and Setup $10,379.65 $10,379.65 after all OEM (BRT and above mentioned 7) vehicles are delivered at Fort Collins 3a 1 Developer Training for CleverETL. Includes development level training $24,420.00 $24,420.00 for the creation and integration of new data sources; and restructuring of data sources into optimized business intelligence structures for reporting. 4 Day Course, delivered on site, including all materials and travel costs 3b 1 Annual Maintenance/Development Support. This is mandatory with $24,420.00 $24,420.00 Item 3a for Year 1. -40 hours follow-on support/training to be delivered via webcast/phone at the current development rate for Clever Devices. Upon completion of year one obligation, should Transfort purchase annual maintenance for CleverETL, the following items will be covered in the support contract. Should Transfort choose to decline support for CleverETL in the future, Transfort: -Is not obligated to pay ongoing development support costs, but should continue basic Standard Software Maintenance for the CleverETL tool. -Maintains the right to continue development using CleverETL with Clever Devices' and disparate data sources for the purpose of consolidated reporting within the CleverReports platform. PROPRIETARY: This document contains information which is proprietary to Clever Devices Ltd. The use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited. Page t of 6 www.cleverdevices.com 3b 1 -Will continue to receive access to CleverCare support for cont'd CleverETL development by issuing new purchase orders. Additionally, any training with or without a support contract will require a work order to be purchased at a minimum of one week development and training blocks at the current development rate for Clever Devices support. 4 1 System Integration support by a Systems Engineer and Project Manager $16,798.00 $16,798.00 -20 hours of remote support via phone for issue resolution -40 hours on -site support (plus travel time) in Fort Collins -20 hours of remote support via phone 5 1 Enghouse Spanish language support module $17,663.00 $17,663.00 Includes: License cost Implementation Training (includes the ability for Fort Collins to manage the translations and phrases on their own through the Enghouse web -control system). Note: Spanish Translations to be provided by Fort Collins Total $88,117.33 Payment Terns: 30% upon issuance of contract amendment 50% upon delivery of Developer Training for CleverETL 10% upon post -delivery inspection of vehicles 10% upon project closeout CLEVER DEVICES' STANDARD TERMS AND CONDITIONS OF SALE 1.1 Software License REQUIREMENT FOR END -USER LICENSE AGREEMENT • Any entity procuring Clever Devices Ltd ("Clever Devices") licensed products which is not the end -user of the licensed product ("Non End -User"), such as but not limited to an Original Equipment Manufacturer to which Clever Devices is a supplier, is obligated to provide Clever Devices with the End -User License Agreement (covering the software licenses associated with the contents of this quotation/proposal) signed by an authorized official of the End -User. Failure by a Non End -User to provide such a properly executed Clever Devices End -User License Agreement to Clever Devices shall make the Non End - User liable for any misappropriation or misuse of Clever Devices' products. OBLIGATIONS OF NON END -USER PROCURING ENTITIES • Non End -Users are granted the right to install the licensed products and to test their functionality in the End -User designated space or equipment. Non End -Users do not have licenses to otherwise use or operate Clever Devices' products and no other licenses or rights to use are provided or implied by this Agreement. PROPRIETARY: This document 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 Page 2 of 6 www.cIeverdevices.com 1.2 General • Prices are quoted in US Dollars unless otherwise specified. • Unit Prices are good only for the number of units quoted. Lesser quantities may command a higher per unit cost and larger quantities may command a lower per unit cost depending on the need to include associated labor charges. • Prices quoted herein are valid for ninety (90) days from the date of quotation or proposal, and are applicable to the quantities covered by this quotation; any change in quantity, delivery or elimination of one or more items may require a revision to the prices quoted. • Orders for one bus set (i.e. pilot bus) must be part of a complete quantity order or must be accompanied by a Letter of Intent to order the entire quoted quantity. • Three percent (3%) Annual Escalation will apply for shipments beyond 2013. • Hardware delivery lead time will be as specified by Clever Devices upon receipt of order; estimated lead time is sixteen (16) weeks from receipt of order, but if units are in stock, we will ship them sooner. • Delivery is F.O.B. Clever Devices Ltd., 300 Crossways Park Drive, Woodbury, NY 11797 • Prices do not include shipping, sales tax or duties, which will be added if applicable. • Clever Devices shall be paid for the items quoted above as follows: o Payment terms are Net 30 days, subject to prior approval of our Credit Department. o Clever Devices shall be paid for all deliverable items, terms Net 30 days from the date of shipment from Clever Devices, or when services rendered by Clever Devices are completed. o No customer account shall be credited for parts returned without prior written authorization from Clever Devices and receipt of such goods. o Clever Devices' General Terms and Limits of Liability apply. • Clever Devices reserves the right, without advance notice, to make engineering or production changes, to include substitution of part numbers and/or vendor sources for components that may affect the design or specifications of its products, provided said modifications will not materially affect the performance of the product. • Unless negotiated and agreed to otherwise in writing, in no event is Clever Devices liable for consequential damage from late or non -delivery, malfunction or failure of its products, nor is Clever Devices liable for damage resulting from faulty installation. If Clever Devices performs repairs resulting from damage caused by installation, it will invoice the original installer for the cost of such repair. 1.3 Clever Devices' Warranty Policy Clever Devices' warranty obligations are limited to the terms set forth below: 1) NEW MANUFACTURED 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. b) If the product fails to operate as specified and has not been tampered with or abused during this warranty period, Clever Devices or its authorized service agents shall either repair or replace any defective part or the product free of charge. Clever Devices will supply new replacement products for items found to be defective during the original warranty period. PROPRIETARY: This document 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 Page 3 of 6 www.cIeve rdevices. corn c) Bench fees will apply to any product received by Clever Devices with no -trouble -found. Products returned with failures caused by improper use or installation will be repaired and the appropriate charges will apply. Such services by Clever Devices shall be the original purchaser's sole and exclusive remedy. Clever Devices shall not be responsible for the cost of removal or installation of warranted products unless a prior written agreement has been reached at the time of the original purchase contract. Clever Devices' labor rate table will apply for all product replacement time. d) Clever Devices will repair or replace, at Clever Devices' option, any defective product under warranty. Clever Devices will not honor credit requests on any defective used product. Product repair or replacement will be the only option available to the original Purchaser. At the discretion of Clever Devices, limited quantities of re-stockable, unused product may be returned for credit. The product must be unused and in the original unopened containers. A 30% restocking fee will be charged and a credit will be issued only after the product has been received and inspected. e) This warranty does not apply: (a) to damage caused by accident, abuse, misuse, misapplication or improper installation (b) to damage caused by conditions outside Clever Devices specifications including but not limited to vandalism, fire, water, temperature, humidity, dust or other perils (c) to damage caused by service (including upgrades) performed by anyone who is not a Clever Devices Authorized Technician (d) to a product or a part that has been modified without the written permission of Clever Devices or (e) if any of Clever Devices' serial number has been removed or defaced. f) Clever Devices shall not be liable for any special, incidental or consequential damages for loss, damage directly or indirectly arising from customer's use or inability to use the equipment either separately or in combination with other equipment, or for personal injury or loss or destruction of other property, or from any other cause. 2) WARRANTY REPAM POT_ICY a) A replacement or repaired product assumes the remaining warranty of the original product or 90 days, whichever provides longer coverage for the original purchaser. When a product is exchanged, any replacement product becomes the original purchaser's property and the replaced product becomes Clever Devices' property. 3) OBTAINING WARRANTY SERVICE a) The original purchaser is responsible for returning any defective products to Clever Devices after obtaining a Returned Merchandise Authorization (RMA) number from Clever Devices' Customer Service Department at 888-478-3359. No products will be accepted without an RMA number. When requesting an RMA number, be sure to have the serial number of the equipment available. b) The original purchaser must package the product properly for return shipment. Clever Devices is not responsible for any damage to the product caused during transit or for any package lost by the shipping company. c) The original purchaser assumes all cost in shipping the defective product to Clever Devices and Clever Devices will assume the cost in shipping back to the customer. All replacement/repaired products are shipped UPS Ground unless a rush is requested. The cost of shipping using any mode other than UPS Ground is to be paid by the original purchaser. Shin To: Clever Devices Ltd. ATTN: Service Department RMA # PROPRIETARY: This document 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 Page 4 of 6 www.cIeverdev1ces.com 300 Crossways Park Drive Woodbury, NY 11797 1.4 Clever Devices' Return and Exchange Policy Clever Devices does not accept returns without a Returned Material Authorization. Custom-built equipment or merchandise specifically ordered for you is not returnable. Where return of unused merchandise is at the request or convenience of the customer, a 25% restocking fee will be charged. No unused merchandise will be accepted for return later than thirty (30) 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 method of shipment. Should you receive merchandise damaged in shipment, it is your responsibility to file a damage claim immediately with the delivery carrier. 1.5 Clever Devices' Non -Warranty Service Policy 1) NON -WARRANTY REPAIR POLICY a) Non -warranty repairs made by Clever Devices carry a limited repair warranty of 90 days on services and replacement parts only. Defects in our repair work or any parts replaced will be corrected at no charge if the defect occurs within 90 days from shipment from our facility. 2) FIELD SERVICE a) Field service calls will be made to customer's facility upon request. Time, expenses, and materials will be charged, as outlined below, unless other arrangements are made in advance. Field Service is treated as any repair. All travel must be pre -approved and is based upon actual prevailing airfare, hotel/motel rooms and Per Diem rates. Contact Clever Devices for current Per Diem rates. GENERAL FIELD SERVICE RATES: Transportation Actual cost* using commercial coach or business class air, first class rail, bus, rental car, and cab facilities as applicable, including transportation to and from the airport. Mileage Allowance IRS allowable rates + Clever Devices' allowable burdens. Personal Expenses Per Diem rates. Basic Rates 150.00** per hour for actual time in customer's plant, plus a flat rate for round-trip travel time. Miscellaneous Actual charges for other necessary items such as tolls, parking and freight charges*. * Charges may be subject to a 12% administrative fee. * * Rates may vary because of weekend/holiday rates, the type of service required, a previously negotiated rate and/or personnel involved. 3) NON -CLEVER DEVICES PRODUCT RECEIVED FOR REPAIR a) Product received for repair that were not manufactured or supplied by Clever Devices will be logged in and Clever Devices will require that the customer supply us with their shipper number in order to return the product. Such product will be held for a period of PROPRIETARY: This document 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 Page 5 of 6 www.cIeverdevIces.com