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HomeMy WebLinkAboutC03-337 Easter Owens Corporation . . c., 03 -33'1- ()'f AGREEMENT REGARDING PROVISION OF MAINTENANCE SERVICES FOR JAIL ELECTRONIC LOCKING SYSTEM Detention Center This Agreement Regarding Provision of Maintenance Services for the Jail Electronic Locking System dated as of A&Ti7i1..o-~ 2003, is between the County of Eagle, State of Colorado, a body corporate and politi~ough its Board of County Commissioners ("County"), and Easter Owens Corporation, a Colorado corporation ("Contractor"). A. County, by separate contract acquired an electronic jail locking system ("System") from, and installed by, Contractor. County now wants to purchase from CONTRACTOR maintenance services for the System. B. Contractor has submitted to County a Proposal for performing the Services (defined in section 1) and represented that it has the expertise and personnel necessary to properly and timely perform the Services. C. Contractor and County intend by this Agreement to set forth the Scope of the responsibilities of the Contractor in connection with the Services and related terms and conditions to govern the relationship between the Contractor and County in connection with the Services. AGREEMENT Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Scope of the Services: Contractor's Services consists of those services performed by the Contractor, Contractor's Employees and Contractor's consultants. The Contractor shall provide all labor, materials and equipment necessary to perform and complete the Services described herein and as follows ("Services"): a) Maintenance services described in Contractor's proposal which is attached hereto as Exhibit "A," which is incorporated herein. In the event of any conflict between this Agreement and the provisions of Exhibit "A" the terms of this Agreement shall prevail over Exhibit "A". b) Contractor shall keep parts necessary and appropriate as a "crash kit" either at a location readily available within two hours of Eagle or on-site at the Eagle County Justice Center in Eagle (for which County will provide storage space). G:\MAIN1\equipment maintenance\professional services maint. agreement- jail locking sys.wpd . I ~1 c) Except under emergency circumstances, all on-site service will be performed during County's normal working hours (8:00 a.m. through 5:00 p.m.). Contractor shall provide 24 hour, 365 day emergency service according to the terms of the Septet;llber 2,2003 letter from Easter Owens attached in Exhibit A. d) Contractor shall provide periodic remote monitoring of the system; from its site, via modem, at least semi-annually prior to scheduled maintenance service visits. e) The Parties hereto recognize that the scope of the Services may change. When the Contractor believes that the scope of the Services has been changed or that by reason of a decision of County it will be required to redo properly completed Services, the Contractor shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such Services. The Contractor shall not be entitled to be paid for any such additional Services unless and until County agrees in writing that the scope of the Services has changed and accepts the statement of the maximum additional charges. 2. Contractor's Professional Level of Care: The Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Contractor's Services shall not relieve the Contractor of any of its responsibilities. The Contractor and its professional consultants shall perform the Services in a skillful, professional and competent manner and in accordance with the standards of care, skill and diligence applicable to electronic jail locking system equipment services providers with respect to similar Services. 3. Time of Performance and Termination: a) The Term of this Agreement shall commence on the date the County executes the contract through December 31, 2003. The term shall automatically renew for an additional one year on January 1 of each successive year, unless a party gives notice in writing to the other, at least 90 days before the anniversary, of its intention not to renew; provided that there may be no more than four such renewals. The rates of compensation provided hereunder shall not change during a renewal unless approved in writing by County and Contractor before the commencement of the renewal term. b) If the Term of this Agreement is renewed, at any time thereafter, Contractor may terminate the Agreement by giving the County written notice of its intention to terminate, specifying the effective date of the termination, at least 90 days before that effective date. G:\MAIN1\equipment maintenance\professional services maint. agreement- jail locking sys.wpd c) County may terminate this Agreement, in whole or in part, for its convenience upon providing notice to 1he eontractor. Upon such a termination, County shall be liable only for Services satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the Services which have not been satisfactorily completed, provided that, at its sole option, County may require that the Contractor complete particular portions of the Services on a time and reimbursable expenses basis consistent wi1h paragraph 4 hereof. Upon termination the Contractor shall deliver to County all drawings, illustrations, text, data and other documents entirely or partially completed, together with all material supplied to Contractor by County. Payment will be due within thirty (30) days after Contractor has delivered the records necessary to determine the amount due. d) NotwithsUmding anytlling to the contrarY contained in this Agreement, no chargeS shal1 be made to County nor shall any payment be made to Contractor for any Services done after December 31, 2003, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statues and the Local Government Budget Law (C.R.S ~29-1-101 et seq.). 4. CompenSation and payment: In consideration of its performance of the Services, the Contractor shall be paid as follows: a) The contractor shall be paid a total of Three Thousand dollars and zero cents (S3.000.0Ql annually for the services upon completion of the services. As the services consist of two (2), two day maintenance visits the contractor shal be paid on a time and material basis, according to the rates set forth in Exhibit A, not to exceed $1,500 per visit. Hours shall be charged at the rate of $98.00 per hour plus trip charges. Hourly rates do not include travel, but only for time actually spent on-site. b) In lieo of travel time compensation, 1he County shal1 pay a trip charge of $240.00 per trip, covering the round-trip, regardless of point of origin. c) Contractor shall invoice County on completion of each six month service. d) Invoices shal1 descnoe 1he Services performed. Upon request, Contractor shall provide County with such other supporting information as County may request. e) AU invoices will be sales tax free because County is a government exempt from such taxes. 1) The Contractor shal1 maintain comprehensive, complere and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment hereunder, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirements of this Agreement and the law. G:\MAIN1\equipment maintenance\professional services maint. agreement- jail locking sys.wpd - ~.~~~-=-~-------- ~ d) Before permitting any subcontractor to perform any Services under this Agreement, Contractor shall either (1) require each of his subcontractor to procure and maintain, during the life of his subcontracts, insurance which meets the requirements for the Contractor herein, or (2) provide for insurance of the subcontractor in Contractor's own policies in the amounts required herein above. 10. Indemnification: Within the limits allowed by law, the Contractor shall indemnify, hold and defend the County and its officials, boards, officers, principals and employees, harmless from all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the acts, omissions or representations by the Contractor in performing the services hereunder. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Contractor. 11. Notices: Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, FAX or mail to the appropriate party at the following addresses: a) Contractor: Don Nass Easter Owens 6692 Fig Street Arvada, CO 80004 b) County: Richard Cunningham Director of Facilities Management Eagle County PO Box 850 Eagle, CO 81631 c) Notices shall be deemed given on the date of delivery if delivered by personal delivery or delivery service such as Federal Express or United Parcel Service, or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 12. Miscellaneous: a) The Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation or family responsibility. The contractor shall require all consultants to agree to the provisions of this subparagraph. b) The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the G:\MAIN1\equipment maintenance\professional services maint. agreement- jail locking sys.wpd subject matter hereof. This Agreement may not be amended, including by any modification or, deletion from or addition to the scope of the Services, except by a written document of equal formality executed by both parties hereto. c) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. d) This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. e) In the event of any litigation of other action or proceeding between the parties hereto arising out of the performance or nonperformance of this Agreement, or enforcement of any rights or remedies hereunder, including any indemnities herein contained, the prevailing party shall be entitled in such litigation, action or proceeding to also recover as part of any judgment, award or other relief, its reasonable attorney's fees and costs incurred. G:\MAIN1\equipment maintenance\professional services maint. agreement- jail locking sys.wpd , . IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. By:~~~4 / Yf' Title: STATE OF COLORADO ) re~(JY7 )ss Countyof~ ) The foregoing was acknowledged before me this \,fu day of ---A)tOJJunJ2vU by S~ {;j~\ll!W1 ~ ~\IQJ.\~ " Notary Public My commission expires: 0'5. -a '2 - .lOo 7 MyClmnisDl__ _WIdIl. Alvlll.CO .. G:\MAIN1\equipment maintenance\professional services maint. agreement- jail locking sys.wpd Exhibit A April 25, 2003 Easter-Owens Service and Maintenance Agreement would include 2-two day inspections per year to perfonn the following. I. Check wires for discoloration and tightness. 2. Verify output operations. A Door openings and DPS operation. B. Intercom Station operation. C. Touchbolt operation. D. LED operation. 3. Clean interiors of cabinets and turrets. Inspections are for Easter-Owens installed equipment only. EAma @Owats "Custom-Built Solutions To Control Your Future" Field en2ineer or technician service rates Hourlv Rate: One hour minimum I Billable in 15 minute increments. Telephone Consultin2 Services: First 15 minutes no charge after that $60.00 I hr. $98.00 I hr $60.00 I hr Service CaUs via Automobile: Standard Rate (8:00 A.M. - 5:00 P.M. Monday thru Friday) Overtime Rate - 10bsite (After 5:00 P.M. and Saturdays) Overtime Rate - 10bsite (Sundays and Holidays) Travel Time Mileage $98.00 I hr $145.00/hr $195.00/hr $60.00 I hr $ .37 I mile Service CaUs via AirPlane: Standard Rate (8:00 A.M. - 5:00 P.M. Monday thru Friday) r Overtime Rate - Jobsite (After 5:00 P.M. and Saturdays) Overtime Rate - Jobsite (Sundays and Holidays) Travel Rate (portal to Portal) Airfare (Customer to reimbtU'Se or pay for flights) $98.00 I hr $145.00 I hr $J95.00/hr $60.00 I hr Rental Car. Lodlrin2. and Meals: Any tripes) that involve a rental car, lodging, and meals shall be invoiced to the customer at our cost and shall be submitted to the customer upon the return of the technician or engineer. The above rates shall apply "ONL Y" upon receipt of a customer pure/rase order. 6692 Fig Street / Arvada, Colorado 80004 / (303) 431-0111 I Fax (303) 424-2040 EASTER@od "Custom-Built Solutions To Control YourFuture" Richard Cunningham Facilities Management Department. P.O. Box 850 590 Broadway Eagle, CO 81631-0850 September 2, 2003 RE: Service Agreement. RECEIVED SEP - ~ 2803 FAC/UY/ES MANAGEMENT Dear Mr. Cunningham The following are responses per our conversation on Monday the 25dt of August, and further clarifications or modifications to Easter-Owens letter of April 28, 2003, and Eagle County's letter and contract of March 26, 2003. The question was asked is two days per visit too much time and can the visits be reduced to one day? Easter-Owens response is that we need to evaluate the time required to maintain the facility, and we recommend that we keep the visits to two days for the first year, and evaluate the time required at renewal of the Service Agreement. The next question can we periodically check the modem operation to insure positive operability of the modem connection? Easter-Owens response is ~ow that Eagle County has a Working modem in place we can do this on a semi annual basis, and would recommend that we make the check prior to the scheduled service, and can therefore address any problems during the service call. The l~ question was in regards to Easter-Owens ability to offer emergency service outside of , this contract on a 24 / 7 / 365 basis. Easter-Owens response is that the following call list includes the names and phone numbers of the contacts in the order of which they should be called to fullfill the 24 / 7 / 365 requirement l. Hollet Warner 303..885-4983 Hollet's Pager 303-580-9373 2. Troy Kessinger 303-885-4984 3. Ken Schultze 303-887-2932 Attached an:: our service cates Oil ci.u. hourly basis fur emcrgc>::cy servIce. Easter 'J-.','ens service rates are adjusted on an annual basis in January. The cost of this Service Agreement will remain the same fOI one year. after acceptance; however, the rates for Emergency Service may change. Easter-Owens will notify Eagle County in writing 30 days in advance if the rates should change. If you have any further questions please do not hesitate to call AU other items in the previous correspondence remain unchanged. Ce. Dave Easter, Brad Hennan, Don Nass, HoJlet Warner, Troy Kessinger, Ken Schultze. 6692 Fig Street / Arvada, Colorado 80004 / (303) 431-0111 / Fax (303) 424-2040