HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9200877PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
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CLEVER DEVICES'
HARDWARE WARRANTY
AND
SOFTWARE MAINTENANCE AGREEMENT
FOR
CITY OF FORT COLLINS (TRANSFORT)
MAY 14, 2020
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 2 HWSWARV20190220
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 3 HWSWARV20190220
CONTENTS
1 OVERVIEW ....................................................................................................................... 4
2 COMPANIES INVOLVED .................................................................................................... 6
2.1 CLEVER DEVICES LTD. ............................................................................................................... 6
2.2 TRANSIT AUTHORITY ................................................................................................................ 6
3 TERMS OF AGREEMENT ................................................................................................... 6
3.1 SCOPE OF AGREEMENT ............................................................................................................ 7
3.2 TERMS OF AGREEMENT ........................................................................................................... 7
3.2.1 HARDWARE .............................................................................................................................. 7
3.2.2 SOFTWARE ............................................................................................................................... 7
3.3 ANNUAL RENEWAL AND EARLY TERMINATION ......................................................................... 7
4 HARDWARE WARRANTY AGREEMENT .............................................................................. 8
4.1 COVERED HARDWARE PRODUCTS ............................................................................................ 8
4.2 NEW MANUFACTURED PRODUCTS LIMITED WARRANTY ........................................................... 8
4.3 WARRANTY REPAIR POLICY ....................................................................................................... 8
4.4 SPARE PARTS INVENTORY ......................................................................................................... 9
4.5 OBTAINING WARRANTY SERVICE .............................................................................................. 9
4.6 FAILURE ANALYSIS .................................................................................................................... 9
4.7 REPAIR ................................................................................................................................... 10
4.8 NON-WARRANTY REPAIR POLICY ............................................................................................ 10
4.9 GENERAL FIELD SERVICE RATES .............................................................................................. 10
4.10 NON-CLEVER DEVICES PRODUCT RECEIVED FOR REPAIR ......................................................... 10
5 SOFTWARE MAINTENANCE AGREEMENT ........................................................................ 11
5.1 COVERED SOFTWARE PRODUCTS ........................................................................................... 11
5.2 GENERAL DEFINITIONS ........................................................................................................... 11
5.3 SCOPE OF MAINTENANCE SUPPORT ....................................................................................... 11
5.4 TECHNICAL SUPPORT ............................................................................................................. 12
5.4.1 ISSUE REPORTING .................................................................................................................... 12
5.5 ISSUE TRACKING AND RESOLUTION ........................................................................................ 12
5.5.1 DETERMINE PRIORITY ............................................................................................................... 12
5.6 TRACK AND RESOLVE ISSUE .................................................................................................... 13
5.7 REMOTE SUPPORT ................................................................................................................. 13
5.8 ADDITIONAL SERVICES ........................................................................................................... 13
5.9 EXCEPTIONS ........................................................................................................................... 13
6 ADDITIONAL SCOPE OF WORK ......................................................................................... 15
7 SIGNATURE PAGE ............................................................................................................ 16
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 4 HWSWARV20190220
DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the meanings set forth below:
TERM DEFINITION
“Additional Services”
Any future service not defined in this Agreement or
included in the Statement of Work or Scope of
Work.
“Agreement”
Means this Hardware Warranty and Software
Maintenance Agreement, consisting of the
signature pages, the Terms and Conditions, all
exhibits, annexes, appendices, addenda and
schedules, and each Amendment, if any.
“Category 1 Issue(s)”
Are/is a major systems failure(s). This includes any
issue that prevents the full system or a subsystem
from being used reliably.
“Category 2 Issue(s)”
Are / is a minor system failure(s). A minor system
failure is any failure that prevents a subsystem from
being used efficiently.
“Customer” Refers to the Transit Authority who is a party to this
Agreement.
“General Field Service Rates” Rates for services not covered under a service
agreement.
“Hardware Product(s)” Means the Clever Devices’ goods provided to
Customer per the initial agreement between
Customer and Clever Devices.
“Hardware Warranty”
It is the repair or replacement of returned faulty
hardware during the specified Warranty Period. This
applies to onboard equipment provided by Clever
Devices.
“Intelligent Transportation System” or “ITS” The Hardware and software comprising the Clever
Devices solution deployed at Customer.
“Maintenance Period”
The duration of the maintenance subject to the
terms and conditions as specified in Section 3.2 of
this Agreement.
“No Problem Found” or “NPF” A fully functional product with no need for repair.
“Non-Warranty Repairs” Any causes defined in the Agreement as not covered
by the Hardware Warranty.
“Non-Warranty Product” or “Non-Warranty Parts”
Are products or parts provided that are not covered
under this Agreement or any other existing
agreement between Clever Devices and Customer.
“Owner of Failure” Determination of responsible for product fault
based on diagnostics.
“Remote Support”
Any support in which Clever Devices accesses the
Customer’s system or network using a secure
Virtual Private Network (VPN) connection.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 5 HWSWARV20190220
“Resolution Tracking Number” A categorized number assigned to a particular
defect in the issue-tracking system.
“Scope of Work” Referring to the scope of services offered in
accordance with the Statement of Work.
“Software Enhancement(s)” A change in Software functionality or graphical user
interface
“Software Error(s)” A flaw in Software that causes it to produce an
incorrect or unintended result.
“Software Defect(s)” A flaw in Software that causes it to produce an
incorrect or unintended result.
“Software License(s)”
Means the rights granted to Customer in
accordance with Clever Devices’ EULA, provided
with the initial agreement between Clever Devices
and Customer.
“Software Maintenance” The maintenance provided for all components of
the Software Product(s) purchased.
“Software Product(s)” The specific Clever Devices’ licensed product(s).
“Software Service(s)” Referring to acts of service by Clever Devices
regarding the software deployed at Customer’s.
“Software Update(s)”
Either a modification or addition that, when made
or added to the Software Product, brings the
Software Product into material conformity with its
published specifications. Software Updates are
applied to Customer’s existing version of software
and include bug fixes.
“Software Upgrade(s)”
New, standalone versions of a Software Product
that may include major improvements and
enhancements. 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.
“Statement of Work”
The description of the services to be provided under
this agreement between Clever Devices and
Customer.
“Warranty Period”
Means, in relation to any Goods, the warranty
period specified in this Agreement or in accordance
with the proposal submitted in response to the
Request for Proposal.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 6 HWSWARV20190220
1 OVERVIEW
This document sets forth Terms and Conditions of the basic Hardware Warranty Agreement and the
Software Maintenance Agreement (the “Agreement”) between City of Fort Collins (Transfort) and Clever
Devices Ltd.
2 COMPANIES INVOLVED
2.1 CLEVER DEVICES LTD.
Clever Devices Ltd. (“Clever Devices”) is a service provider to City of Fort Collins (Transfort).
Clever Devices’ Contact
Robert Manaseri
Vice President, Service and OEM
Clever Devices
516-740-8165
rmanaseri@cleverdevices.com
2.2 TRANSIT AUTHORITY
City of Fort Collins (Transfort) (“Customer”, “Fort Collins”) is the end user entity of Clever Devices’
Intelligent Transportation Systems (ITS) Hardware and Software Products.
City of Fort Collins (Transfort) Contact
Richard Duckworth
(970) 416-2509
rduckworth@fcgov.com
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 7 HWSWARV20190220
3 TERMS OF AGREEMENT
3.1 SCOPE OF AGREEMENT
This Agreement includes a Hardware Warranty and a Software Maintenance Agreement for the listed
products, and a process for obtaining warranty service for the listed hardware products.
3.2 TERMS OF AGREEMENT
3.2.1 HARDWARE
The term of this Agreement is one (1) year from May 19, 2020 to May 18, 2021 starting during the
deployment stage and the contracted warranty phase of this Agreement. Hardware Products no longer
under Warranty or not covered by a current, valid Hardware Warranty Agreement will require a full
technical audit to determine the system’s functionality and health.
3.2.2 SOFTWARE
The term of this Agreement is one (1) year from May 19, 2020 to May 18, 2021 starting once the Software
Warranty or previous Software Maintenance Agreement has expired. Support for licensed Software
Products no longer under Warranty or not covered by a current, valid Software Maintenance Agreement
will require repurchase of the Software License(s) or as otherwise mutually agreed upon between the
parties in a signed writing.
3.3 ANNUAL RENEWAL AND EARLY TERMINATION
Clever Devices’ Hardware Warranty and Software Maintenance Agreements renew automatically for one-
year upon expiration of the current term, unless written notice is provided prior to the expiration date.
Ninety (90) days before the expiration date, Clever Devices will invoice the renewal at an increase to the
expiring Agreement at a rate no greater than 3%.
If early termination of this Agreement is exercised, a cancellation penalty of the cost of the remaining
balance of this Agreement will apply.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 8 HWSWARV20190220
4 HARDWARE WARRANTY AGREEMENT
This Hardware Warranty Agreement provides warranty Terms and Conditions that include scope, policies,
and procedures for maintenance of Hardware Product(s) supplied by Clever Devices and identified herein.
4.1 COVERED HARDWARE PRODUCTS
The Clever Devices Hardware Products covered by this Agreement is referenced in Attachment A. If the
quantity of products changes during the term of this Agreement, the resulting additional fee will be
prorated for the remaining portion of this Agreement.
See attached Attachment A.
4.2 NEW MANUFACTURED PRODUCTS LIMITED WARRANTY
Clever Devices guarantees that each product is free from defects in material and workmanship. Clever
Devices 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 or its authorized service agents will have the option to repair or replace the defective
part or the product at no cost to the Customer. Bench fees will apply to any product received by Clever
Devices with a “No Problem Found” (NPF) condition. NPF condition is defined as a fully functional product
with no need for repair. Products returned with failures caused by improper use will be repaired and the
appropriate charges will apply. Such services by Clever Devices will be the original purchaser’s sole and
exclusive remedy.
It is the Customer’s responsibility to make certain new products are not being purchased for the
replacement of defective products under warranty.
Clever Devices will not honor credit requests on any defective or used product. Product replacement will
be the only option available to the Customer. At the discretion of Clever Devices, limited quantities of
restockable 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 only after the product has been
received and inspected.
This warranty does not apply to: (a) damage caused by accident, abuse, misuse, misapplication or improper
installation (b) 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 outside the product specifications in documentation provided and
by anyone who is not a Clever Devices authorized Technician (d) a product or a part that has been modified
without the written permission of Clever Devices or (e) if any Clever Devices’ serial number has been
removed or defaced, (f) expendable or consumable parts, such as batteries and flashcards.
Clever Devices will 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.
4.3 WARRANTY REPAIR POLICY
A replacement 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
becomes the Customer’s property and the replaced product becomes the property of Clever Devices.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 9 HWSWARV20190220
4.4 SPARE PARTS INVENTORY
In support of this Agreement, the Customer should maintain an inventory of Clever Devices’ system
components at the recommended level for use during completion of repairs. The Customer’s Technician
shall remove and replace a defective component with a spare and send the defective component to Clever
Devices for analysis and repair or replacement. Shipping fees for repair units 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 spare equipment is delivered to the
property.
4.5 OBTAINING WARRANTY SERVICE
The Customer is responsible for returning any defective products to Clever Devices. Products will not be
accepted without a Return Merchandise Authorization (RMA) number. The Customer shall obtain an RMA
number by contacting Clever Devices’ Customer Service Department using the below. Clever Devices will
respond to RMA requests within two (2) business days.
Customer Service Telephone: 1-888-478-3359
Customer Service Email Address: CSReturns@CleverDevices.com
In order to provide an RMA number, Clever Devices will need the following information:
• Item Description
• Clever Devices Part Number
• Serial Number
• Quantity being returned
• Reason for Return
• Bus Number, if applicable
Upon receipt of an RMA number, the Customer may send the product(s) to Clever Devices using the address
indicated below. The Customer is responsible to ensure secure packaging of the product in the original box
in which it was received. Boxes and shipping materials can be purchased from Clever Devices for a nominal
fee. Clever Devices is not responsible for any damage to the product caused during transit or for any
package lost in transit. The Customer shall assume the cost of all defective product shipments made to
Clever Devices.
Return Shipping Address:
Clever Devices Ltd.
300 Crossways Park Drive
Woodbury, NY 11797
Attn: Customer Service Department
RMA Returns: RMA#....
4.6 FAILURE ANALYSIS
A Clever Devices’ Bench Technician will evaluate products received and complete a Failure Analysis. If the
product is repairable, Clever Devices will repair the product. If the product is not repairable, Clever Devices
will replace the product with another from Clever Devices’ inventory. The “Owner of Failure” will be
assessed during evaluation and shall be reported to the Customer at time of completion. Clever Devices
will make a best effort to return the repaired product or provide a replacement within 30 days of receiving
it from the Customer. Clever Devices will provide the Customer with a detailed quotation and/or invoice
for all costs associated with Non-Warranty Repairs.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 10 HWSWARV20190220
4.7 REPAIR
Upon a completed Failure Analysis and repair, if applicable, product(s) will be shipped back to the Customer
Clever Devices will only incur the cost for shipping products under warranty; the Customer is responsible
for shipping cost for all Non-Warranty Repairs or replacements and/or “No Problem Found” conditions.
Customers may contact Clever Devices at any time during the warranty service process, for information
regarding status.
4.8 NON-WARRANTY REPAIR POLICY
A Non-Warranty Repair is a repair made outside the scope of this maintenance Agreement and includes
vandalism. Non-Warranty Products and Parts that are returned to a Clever Devices facility for repair are
subject to a bench fee on a time and materials basis. Clever Devices will invoice the Customer at a bench
technician labor rate of $170.00 per hour for the first hour, and $85.00 per hour for each additional hour.
A minimum of 1 hour will be charged for labor; after the first hour, labor will be charged to the nearest ½
hour. Non-warranty Repairs made in the field will be subject to the General Field Service Rates detailed
below.
Repairs made by Clever Devices on products not under warranty carry a limited repair warranty of 90 days
on services and replacement parts only. Defects in repair work or any parts replaced by Clever Devices will
be corrected at no charge if the defect occurs within 90 days from shipment from our facility.
4.9 GENERAL FIELD SERVICE RATES
Field Service rates include actual cost of transportation using commercial coach, air, rail, bus, rental car,
and cab facilities as applicable, including transportation to and from the airport. Receipts are required.
Mileage
Allowance:
IRS Allowable rates
Personal Expenses: Per Diem rates
Basic Rates: $150.00** per hour flat fee for actual time in Customer’s plant and for
round-
trip travel time for a Field Service Technician.
Miscellaneous: Actual charges for other necessary items such as tolls, parking and freight
charges.
**Rates for Field Service Technicians may vary because of weekend/holiday rates. Overtime rates are billed
at time and a half. Requests for service which require personnel other than a Field Service Technician will
be provided at time of request.
4.10 NON-CLEVER DEVICES PRODUCT RECEIVED FOR REPAIR
Product(s) received by Clever Devices for repair that were not manufactured or supplied by Clever Devices
shall be returned to Customer. Customer shall be responsible for the shipping cost(s) associated with of
each product, along with a processing fee.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
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5 SOFTWARE MAINTENANCE AGREEMENT
This Software Maintenance Agreement provides Terms and Conditions that include definitions and
maintenance procedures for the Software Product(s) supplied by Clever Devices. This Agreement is subject
to the End User License Agreement (EULA) for these product(s) and performance of features and functions
as outlined in the User Manual or Acceptance Test Procedure document.
5.1 COVERED SOFTWARE PRODUCTS
The Clever Devices Software Products covered by this Agreement is referenced in Attachment B. If the
quantity of products changes during the term of this Agreement, the resulting additional fee will be
prorated for the remaining portion of this Agreement.
See attached Attachment B.
5.2 GENERAL DEFINITIONS
Customer: The single end–user organization (license holder of the Software Product) signing
this Agreement and authorized to use the Program(s).
Software
Product:
The specific Clever Devices licensed product(s).
Software
Update(s):
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 Updates are applied to Customer’s existing version of
software and include bug fixes.
Software
Upgrade(s):
New, standalone versions of a Software Product that may include major
improvement and enhancements. 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:
The maintenance provided for all components of the Software Product purchased.
Maintenance
Period:
The duration of the maintenance subject to the terms and conditions as specified
in section 3 “Terms of Agreement”.
5.3 SCOPE OF MAINTENANCE SUPPORT
During the maintenance term, Clever Devices agrees to provide basic maintenance services in support of
the licensed Software Product. Maintenance services shall consist of:
Software
Update(s):
Customers with valid Software Maintenance Agreements are entitled to Software
Updates for all licensed products. Software Updates may incorporate corrections
of any substantial defects or fixes of any minor malfunction. In addition, Software
Updates may include Software Enhancements to the Software that are
implemented at the sole discretion of Clever Devices. Software Updates do not
cover Clever Devices’ *deployment labor, training, hardware upgrades, data or
data backups.
Software
Upgrade(s):
Customers with valid Software Maintenance Agreements are entitled to Software
Upgrades for all licensed products. Software Upgrades do not cover Clever
Devices’ *deployment labor, training, hardware upgrades, data or data backups.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 12 HWSWARV20190220
Software Error
and Defect
Corrections:
Clever Devices shall be responsible for using all reasonable diligence to correct
verifiable and reproducible errors when reported to Clever Devices in accordance
with its standard reporting procedures. Reported defects will be reviewed by
Clever Devices. Reported defects are defined as:
• *Defect: To be corrected by the next maintenance release. Deployment labor will
not be charged to correct any defects, including bugs fixes.
• Enhancement: Desirable enhancement which will be reviewed for inclusion in the next
maintenance release.
Error and release testing will be performed at Clever Devices' offices. Reported errors will be tested on a
test platform in a controlled environment. If applicable, Fort Collins will supply Clever Devices with a copy
of the most current database associated with software version for which errors have been reported.
5.4 TECHNICAL SUPPORT
For all Clever Devices’ products covered under warranty or by a current, valid Maintenance Agreement,
Clever Devices’ service organization provides technical support 24 hours a day, 7 days a week, 365 days a
year. Regular business hours are Monday through Friday, 8:30am to 5:30pm Eastern Time. All other times
are considered “after-hours”. Clever Devices will escalate issues to third-party vendors for Clever Devices’
Products running third-party application software.
5.4.1 ISSUE REPORTING
Fort Collins is responsible for reporting all discovered issues to Clever Devices’ Technical Support
Department. Once Clever Devices is contacted by phone or email, a Technical Support Representative and
the Technical Supervisor are notified. If necessary, the Vice President of Service and OEM is also notified.
Clever Devices routinely provides agencies two methods for requesting technical support: using a toll-free
number or email to our Technical Support service. Contacts for Clever Devices’ service and support during
regular business hours are as follows:
Technical Support Number: 1-888-478-3359
Email Address: TechnicalSupport@CleverDevices.com
All after-hour calls should only be made to the Technical Support Department phone. After-hour calls will
be forwarded to an answering service and then to a Clever Devices on-call Technical Support
Representative.
5.5 ISSUE TRACKING AND RESOLUTION
Upon receipt of a support request, our Technical Support Department proceeds to resolve the issue as
follows below.
5.5.1 DETERMINE PRIORITY
A Technical Support Representative determines the issue’s priority using the categories described below.
Category 1 Issue: Category 1 Issues are defined as major systems failures. Category 1 Issues
includes any issue that prevents the full system or a subsystem from being used
reliably. Category 1 Issues are assigned the highest priority, and patches are
provided as quickly as possible. Workaround concepts are considered and put
in place to minimize operational impact to the agency.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 13 HWSWARV20190220
Category 2 Issue: Category 2 Issues are defined as minor system failure(s). A minor system failure
is defined as any failure that prevents a subsystem from being used efficiently.
Category 2 Issues are assigned a lower priority (than Category 1) and when
resolved, will be corrected by a patch included in the next maintenance update
release.
5.6 TRACK AND RESOLVE ISSUE
Clever Devices utilize a tracking system to manage and store Customer issues, reported defects and any
new features, and improvements made during our software development lifecycle. Once categorized,
issues will be entered into the tracking system and monitored through closure. The issue-tracking system
will assign a Resolution Tracking Number that will be provided to Customer. Upon discovery of an error,
and if requested by Clever Devices, Customer agrees to submit a listing of any data, including data log files,
so we may reproduce the error and the operating conditions under which the error occurred or was
discovered.
5.7 REMOTE SUPPORT
With permission from Fort Collins, Clever Devices will provide Customer with Remote Support as necessary,
using a secure Virtual Private Network (VPN) connection. Through this connection Clever Devices will have
the ability to logon to Customer’s internal network and then access the deployed system(s) to assess and
diagnose issues, update code, or deliver bug fixes.
Clever Devices agrees to comply with the Customer’s ITS connection policy, barring the policy and
procedure does not impede troubleshooting or functionality of Clever Devices’ system. Clever Devices will
not access Customer’s internal network for any purpose other than technical online support, as provided
in this proposal.
5.8 ADDITIONAL SERVICES
In support of the Software Product(s), Clever Devices may provide Additional services, per Agreement with
the Customer, subject to payment of their normal charges and expenses. Additional Services may include
Upgrade and
Update Installation/
Deployment Labor:
Clever Devices can offer assistance to help Fort Collins test, install and
operate each new release of licensed Software Products. This assistance will
be quoted at the time of each request unless contracted for on an annual
basis.
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 produce the enhancement.
Integration: Integration with third-party software initially, or resulting from changes or
updates to those products, will be quoted upon request.
5.9 EXCEPTIONS
The following are not covered by this Software 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 on which the software is installed.
• Any problem resulting from misuse, improper use, alteration, or damage of the Software
Product(s).
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 14 HWSWARV20190220
• Errors in any version of the Software Product(s) other than the most recent update delivered and
deployed to Customer.
• 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.
Fort Collins will be responsible for paying Clever Devices’ normal charges and expenses for time or other
resources provided by Clever Devices to diagnose or attempt to correct any such problem. In addition, Fort
Collins will be responsible for procuring, installing, and maintaining all equipment, communication
interfaces, and other hardware or software necessary to operate the Software Product(s) and to obtain
maintenance services from Clever Devices. Clever Devices will not be responsible for delays caused by
events or circumstances beyond its reasonable control.
Requests for support for licensed Software Products no longer under Warranty or not covered by a current,
valid Software Maintenance Agreement will require repurchase of the Software License(s).
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 15 HWSWARV20190220
6 ADDITIONAL SCOPE OF WORK
Please see Attachment C, if applicable.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 16 HWSWARV20190220
7 SIGNATURE PAGE
IN WITNESS WHEREOFF, the parties hereto have executed this Contract on the day and year first above
written.
Clever Devices Ltd. City of Fort Collins (Transfort)
CONTRACTOR CUSTOMER
By: ________________________ By: __________________________
(Signature) (Signature) Authorized Representative
Name: ________________________ Name: ________________________
(Print) (Print)
Title: ________________________ Title: _________________________
Dated: _____________________ Dated: _____________________
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 17 HWSWARV20190220
Attachment A
Itemized list of covered Hardware Products
Quantity Product Name
44 IVN Controller
44 Transit Control Head
44 Interior LED Sign
44 AVC Microphone
44 Exterior Speaker
44 EA Switch Assembly
44 APC
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 18 HWSWARV20190220
Attachment B
Itemized list of covered Software Products
Quantity Product Name
1 CleverCAD
1 BusTime
1 DCC
1 BusLink
1 APC Reporting with Mobile Software
1 CleverWorks
1 CleverReports
1 IVR
1 Text to Speech
44 Onboard Software
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 19 HWSWARV20190220
8 PRICING
8.1 CONFIDENTIAL QUOTATION
ATTN: Richard Duckworth DATE: May 14, 2020
COMPANY: City of Fort Collins (Transfort) FAX:
EMAIL: rduckworth@fcgov.com
OPP ID # 0063s00000DrIOs
QR # in CRM 4480
ADDRESS:
PHONE:
970-416-2506 RE: Maintenance Renewal
Clever Devices is pleased to submit the following quotation, subject to the terms and conditions listed
below.
Item Qty Description
Unit
Price
Extended
Price
May 18, 2020 - May 17, 2021 (Year 6)
13 1 CAD $32,197.00 $32,197.00
14 1 BusTime $13,280.00 $13,280.00
15 1 In Vehicle Hardware (APC, IVN, signage etc.) $13,873.00 $13,873.00
16 1 IVR System with Spanish 4 ports $13,213.00 $13,213.00
17 1 RSM APC Reporting $9,410.00 $9,410.00
18 1 Loquendo for signs and Buses $2,057.00 $2,057.00
19 1 CleverWorks, RouteTrack and Route Simulator $11,035.00 $11,035.00
20 1 Dynamic Scheduling $4,684.00 $4,684.00
21 1 RSM Mobile Module $3,377.00 $3,377.00
Credit for Dynamic Scheduling ($4,684.00)
Total $98,442.00
May 18, 2021 - May 17, 2022 (Year 7)
22 1 CAD $33,163.00 $33,163.00
23 1 BusTime $13,679.00 $13,679.00
24 1 In Vehicle Hardware (APC, IVN, signage etc.) $14,289.00 $14,289.00
25 1 IVR System with Spanish 4 ports $13,610.00 $13,610.00
26 1 RSM APC Reporting $9,692.00 $9,692.00
27 1 Loquendo for signs and Buses $2,119.00 $2,119.00
28 1 CleverWorks, RouteTrack and Route Simulator $11,366.00 $11,366.00
29 1 Dynamic Scheduling $4,825.00 $4,825.00
30 1 RSM Mobile Module $3,478.00 $3,478.00
Total $106,221.00
May 18, 2022 - May 17, 2023 (Year 8)
31 1 CAD $34,158.00 $34,158.00
32 1 BusTime $14,089.00 $14,089.00
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 20 HWSWARV20190220
33 1 In Vehicle Hardware (APC, IVN, signage etc.) $14,718.00 $14,718.00
34 1 IVR System with Spanish 4 ports $14,018.00 $14,018.00
35 1 RSM APC Reporting $9,983.00 $9,983.00
36 1 Loquendo for signs and Buses $2,182.00 $2,182.00
37 1 CleverWorks, RouteTrack and Route Simulator $11,707.00 $11,707.00
38 1 Dynamic Scheduling $4,969.00 $4,969.00
39 1 RSM Mobile Module $3,583.00 $3,583.00
Total $109,407.00
May 18, 2023 - May 17, 2024 (Year 9)
40 1 CAD $35,183.00 $35,183.00
41 1 BusTime $14,512.00 $14,512.00
42 1 In Vehicle Hardware (APC, IVN, signage etc.) $15,159.00 $15,159.00
43 1 IVR System with Spanish 4 ports $14,438.00 $14,438.00
44 1 RSM APC Reporting $10,283.00 $10,283.00
45 1 Loquendo for signs and Buses $2,248.00 $2,248.00
46 1 CleverWorks, RouteTrack and Route Simulator $12,058.00 $12,058.00
47 1 Dynamic Scheduling $5,119.00 $5,119.00
48 1 RSM Mobile Module $3,690.00 $3,690.00
Total $112,690.00
Notes:
1. Pricing is based on existing functionality and fleet count any changes in the fleet count and/or
functionality will result in to revised pricing.
2. In light of the current COVID-19 pandemic, Clever Devices and our suppliers are subject to Federal
mandates which may slow production. Emergency Federal and State mandates, such as “shelter
in place” or self-isolation requirements, may affect our ability to provide support and service at an
optimal level. If circumstances outside our control force us to revise the schedule or impact support
and service levels, we will communicate this to Fort Collins immediately and work with you to
mitigate any disruption to the project and operations.
Payment Milestones:
• Invoices for annual services will be issued 30 days prior to the start of the contract term
8.2 CLEVER DEVICES’ STANDARD TERMS AND CONDITIONS OF SALE
8.2.1 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
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 21 HWSWARV20190220
• 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
8.2.2 GENERAL
• All Purchase Orders must be sent to the following email address:
customerPO@cleverdevices.com
• Prices are quoted in US$ unless otherwise specified
• Prices do not include shipping, sales tax or duties, which will be added if applicable
• Unit Prices are good only for the total number of units quoted. Lesser quantities may command a
higher per unit cost because of certain fixed costs contained in the quote
• 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 and services beyond 2020
• 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 Unless otherwise specified, 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
• Unless specifically advised in the quote, lead time for Hardware and Services will be as advised by
Clever Devices upon receipt of order. Standard lead time for hardware is sixteen (16) weeks from
receipt of order, but Clever Devices stocks standard parts and if available will be shipped earlier.
Delivery is F.O.B. Clever Devices Ltd., 300 Crossways Park Drive, Woodbury, NY 11797
• 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
8.2.3 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.
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 22 HWSWARV20190220
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.
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, or (f) expendable or
consumable parts, such as batteries and flashcards.
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 Repair Policy
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.
Ship to:
Clever Devices Ltd.
Attn: Service Department RMA # ________
300 Crossways Park Drive
Woodbury, NY 11797
PROPRIETARY: This document contains information that is proprietary to Clever Devices Ltd. Use or disclosure of
any material contained herein without the consent of Clever Devices is strictly prohibited.
Page 23 HWSWARV20190220
8.2.4 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.
8.2.5 CLEVER DEVICES’ NON-WARRANTY SERVICE POLICY
1) Non-Warranty Repair Policy
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
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
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
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 up to 90 days and will then
be subject to discard, unless alternative arrangements have been agreed to in advance.
XXXXXXXXX
Tony Kendall
Strategic Account Manager
516-949-6316
am