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Home My WebLink AboutC16-370 AutoClear LLCDocuSign Envelope ID: 41EF18E5-E2E1-4650-977F-8F7D5F8CB590 FIRST AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND AUTOCLEAR LLC 28th THIS FIRST AMENDMENT ("First Amendment") is effective as of the day of septembe r 2016 by and between AutoClear LLC, a New Jersey limited liability company (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County and Contractor entered into an agreement dated the 28th day of October, 2015, for certain Services (the "Original Agreement"); and WHEREAS, the Original Agreement contemplated that the Contractor would perform certain Services with compensation in an amount not to exceed $8,600.00 for the services specifically outlined in Exhibit A and a total compensation of $15,000.00 for all Services, including any additional maintenance or repair services beyond the services described in Exhibit A; and WHEREAS, the County desires to have Contractor perform additional Services as set forth below; and WHEREAS, the term of the Original Agreement expires on the 28th day of October, 2016, and the parties desire to extend the term for an additional year. FIRST AMENDMENT NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: The Original Agreement shall be amended to include additional Services as described in Exhibit A1, which is attached hereto and incorporated herein by reference. 2. The compensation for the Services set forth in Exhibit Al shall not exceed six thousand dollars ($6,000.00). In the event Contractor and County agree upon the need for additional maintenance or repair services beyond the inspections and services described in Exhibit A1, total compensation under this Agreement shall not exceed twenty five thousand dollars ($25,000.00) without a written amendment to this Agreement. Prior to commencement of any additional Services at any Property or Properties, Contractor shall first provide County with a written estimate which shall include an estimate of the labor, materials without any mark up and any additional costs necessary to perform the Services at a particular Property or Properties. Each estimate must be approved by County's Representative prior to commencement of the Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A I. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. C16-370 DocuSign Envelope ID: 41EF18E5-E2E1-4650-977F-8F7D5F8CB590 3. The term of the Original Agreement is hereby extended to the 28th day of October, 2017. 4. Capitalized terms in this First Amendment will have the same meaning as in the Original Agreement. To the extent that the terms and provisions of the First Amendment conflict with, modify or supplement portions of the Original Agreement, the terms and provisions contained in this First Amendment shall govern and control the rights and obligations of the parties. 5. Except as expressly altered, modified and changed in this First Amendment, all terms and provisions of the Original Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 6. This First Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Original Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER M Dom Signed by: AUT NSW 99CCOA9EXC7464... Brent McFall, County Manager CONTRACTOR: AUTOCLEAR LLC OocuSigned by: By: bto^&I& 6B31�073561A486... Print Name: Mary Beaman Title: Maintenance Agreement sales Manager 2 CA\Progran1Data\activePDF\DC_ENT\TnT\49982e\SandBoxGueste449f1 ad-ea14-4ce6-83fl-faefdaeb4ccf.docx AUTOCLEAR 2 GARDNER ROAD, FAIRFIELD, NEW JERSEY 07004 Tel: 973-276-6000; Fax: 973-276-6166 ANNUAL MAINTENANCE AGREEMENT BILLING ADDRESS: SYSTEM ADDRESS: Eagle County Sheriff Office 0885 E Chambers Ave Eagle, Co 81631 ATTN: Ron Siebert PHONE: 970-328-8881 MODEL AC7555 SERIAL # 120210P#025MESM AGREEMENT PERIOD 10/01/16-09/30/17 PLAN PLATINUM PRICE 6000 TOTAL: $6000 THERE ARE 2 PREVENTIVE MAINTENANCE CHECKS WITH RADIATION SURVEY PER YEAR WITH THE PLATINUM LEVEL. TO BE SCHEDULED BY THE ACCOUNT. PLEASE SIGN BELOW AND RETURN WITH PO OR PAYMENT CUSTOMER SIGNATURE POSITION DATE ACCEPTED BY AUTOCLEAR DATE: AUTOCLEAR,LLC AGREES TO PROVIDE AND THE CUSTOMER AGREES TO ACCEPT MAINTENANCE AGREEMENT SERVICES ON THE EQUIPMENT LISTED ABOVE TO THE PLAN CHOSEN. SEPARATEL-Y ARE THE SOLE TERA4S & CONDITIONS. EXHIBIT AUTOCLEAR SERVICE PLAN OPTIONS X-RAY SCANNERS PLATINUM LEVEL USA ONLY • Premier level of service • Preferred Customer status on Emergency Service Calls • Includes all Parts, Labor, Travel and Living Expenses • ONE Preventive Maintenance check with radiation survey. This to be scheduled by the account at their convenience. Includes Cleaning, Adjustments, Tightening, and Calibrations • Technical Support 800 number • Unlimited visits by a technician for Emergency Technical Problems • One Fixed Cost per Agreement for Maintenance and Emergency Technical repair GOLD LEVEL USA ONLY • Preventive Maintenance check • Includes Labor and Parts • Excludes Travel Costs, and Travel and Living Expenses for all Service calls SILVER LEVEL USA ONLY • Includes Labor • Preventive Maintenance check • Travel and travel related cost • Excludes all Parts. All cost for Parts are charged at List Price to the customer upon installation • ALL PLANS ARE FOR TWELVE MONTH PERIODS • PLATINUM PLAN INCLUDES TWO PREVENTIVE MAINTENANCE CHECK • BASED ON SERVICE PERFORMANCE DURING REGULAR BUSINESS HOURS Mary Beaman Page 1 8/22/2016 Confidential Page 1 8/22/2016 AUTOCLEAR MAINTENANCE AGREEMENT GENERAL TERMS AND CONDITIONS A. Equipment: This Agreement covers only the Equipment described and does not include items that are not of AutoClear LLC (AC) manufacture unless otherwise specified. B. INSPECTION: Each item of Equipment shall be inspected and tested each year as specified in the Plan selected. Repairs and adjustments will be made provided the need rises from normal usage and not from abuse, labor disputes, fire, water, explosions, or as a result of improper power or environmental conditions that are the responsibility of the Customer. This inspection shall consist of a complete check of the Equipment, alignment, and cleaning when considered necessary by an AC Service Engineer or Authorized Service Representative. C. CONDITIONS OF ACCEPTANCE: AC will inspect and overhaul any Equipment that is not currently covered by either the Warranty or Annual Maintenance Agreement in order to determine that the Equipment is acceptable before enrollment. The inspection and overhaul will be at the Customer's location and will be chargeable at a Discounted Per Diem Rate plus the cost of any parts needed. D. REPAIR: AC shall repair at no charge any Equipment that fails under normal usage that is repairable at Customer's location. Equipment that requires factory attention must be returned to the factory for repair at Customer's expense. All items being returned must have a Return Authorization Number that is received from the Service Department. This Agreement does not include repairs resulting from Operator Error, Damage caused by a third party, Acts of Nature, Union Disputes, etc. r. RESPONSIBILTY: All services are to be performed in good faith, but no responsibility can be assumed by AC for delays by suppliers in providing material services, for acts of God, decrees or acts of government, strikes, delays in transportation, Unavailability of Replacement Parts, interruption of business of either party or other causes beyond AC's eentFel and in an • e•.,...t AG ..hallRR-ti,me lial-;,,, r eensequential less or damage. F. COMPONENT EXCHANGES: AC may, at its discretion, exchange or modify components. Only those components, which may have not been altered in such fashion as to destroy their intrinsic value, will be considered suitable for exchange or modification. G. EMERGENCY SERVICE: In addition to the agreed inspection visit, Customer may call for visits at no additional charge during our Regular Business Hours in case of Emergency Technical Breakdowns. The term Emergency Technical Breakdown as used here shall not apply to normal replacement of expandable items. Every responsible effort will be made to give a 24-hour AutoClear response time to emergency calls during regular business hours. H. COVERAGE: The Maintenance Agreement shall cover travel expenses, parts and services as specified in the Service Plan selected. See attached Service Plan Options. I. CUSTOMER FACILITIES: Customer is to provide resources necessary to move or transport Equipment, including the services of electricians, plumbers, masons, carpenters, or other craftsmen where such services may be necessary in modifying or correcting the customer's facilities. Such service is to be provided promptly. J. RENEMAL., This Agreement may be r-enewed fer additional sueeessive yeady per-ieds by mutual eefisefit at priees-effeet at fiflie e mal. K. !r-EIRAIINATION!-Either party may teFmifiate this Agmement at any fifne en 30 Day Written Tjgg@@. Any refunds and additienal ehar-ges shall be made eft a Pro Rata basis. L. PAYMENT TERMS: Invoices will be issued approximately 30 days prior to the commencement of the Agreement. Payment is Net 30 Days from the date of the invoice. Special terms are available subject to an additional service charge. Standard U.S. Government payment terms for the period of the Agreement will be extended to all Federal Agencies. Credit Cards are accepted for payment. M. HOURS OF SERVICE: All maintenance rates are based on providing service during our Regular Business hours, 8:30 to 5:00pm. Monday thru Friday excluding Holidays. Where service is required in addition to or outside of these hours, such service is chargeable at our Normal Hourly rate instead of our over -time hourly rate charged to Per Diem Customers. Service outside our normal working hours where a Service Engineer is called from their home has a Four Hour Minimum Charge. N. TRAVEL TIME: Travel time will be that time spent traveling from the last location or from the local Service Office, whichever is the lesser distance under normal circumstances, and then return to same or any portion thereof, not chargeable to another Customer. O. GUARANTEE: All Per Diem work performed and all material installed (excluding that material which has its own specific warranty), by AC is guaranteed for days from completion date, for that work actually performed to be within manufacturer's specifications. Additional work required, regardless of time interval, will be charged accordingly. P. TAXES: . Eagle County is a governmental entity and is exempt from Colorado State/Use tax. AutoClear initial Confidential Page 1 8/22/2016 Partial Fee Schedule Per Diem rate is $165 for all travel and labor time plus mileage, tolls, parking and if the tech has to fly to your location — air fare, car rental, hotels and meals if needed 160 kv generator to repair is $3500 High voltage power supply $2100 PC $3395 17" monitor $250 Detector boards go from $825 to $1930 Motherboard $1450 Keyboard $450 (with Threat button $1200)