HomeMy WebLinkAboutC17-373 DBT Transportation Services LLCTHIRD AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND DBT Transportation Services, LLC. THIS THIRD AMENDMENT ("Third Amendment") is effective as of the V day of January, 2017 by and between DBT Transportation Services, LLC., a Texas limited liability company (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County and Consultant entered into an agreement dated the 3rd day of February, 2015, for certain Services (the "Original Agreement"), executed the First Amendment to the Original Agreement on January 1, 2016 (the "First Amendment"), and executed the Second Amendment to the Original Agreement that was effective on January 1, 2017 (collectively the "Agreement"); and WHEREAS, the Original Agreement contemplated that the Consultant would perform certain Services with compensation in an amount not to exceed $40,400.00; and WHEREAS, the First Amendment contemplated that the Consultant would perform certain Services during a new term with compensation in the amount of $42,500.00 and not to exceed with the Original Agreement an amount of $82,900.00; and WHEREAS, the Second Amendment contemplated that the Consultant would perform certain Services during a new term with compensation in the amount of $48,535.00 and not to exceed with the Original Agreement an amount of $131,435,900.00; and WHEREAS, the County desires to have Consultant perform Additional Services for additional compensation as set forth below; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof. SECOND AMENDMENT NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: 1. The Agreement shall be amended to include Additional Services as described in Exhibits A4, which is in addition to the services contemplated in the Agreement, and attached hereto and incorporated herein by reference. C17-373 2. The compensation for the Services set forth in Exhibits A4 shall not exceed $3916.55 or a total maximum compensation under the Agreement and this Second Amendment of $135,351.56 and increased pursuant to Paragraph 5.c. in the Original Agreement. 3. Capitalized terms in this Second Amendment will have the same meaning as in the Agreement. To the extent that the terms and provisions of the Second Amendment conflict with, modify, or supplement portions of the Agreement, the terms and provisions contained in this Second Amendment shall govern and control the rights and obligations of the parties. 4. Except as expressly altered, modified and changed in this Third Amendment, all terms and provisions of the Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 5. This Third Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. [REMAINDER OF PAGE INTENTIONALLY LEFT BLAND] 2 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Original Agreement the day and year first above written. Attest: s ., s-,.- By: Regina O'Brien, Cleric to the Board COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS dillian Ryan, Chair DBT Transportation Services, LLC. LE Print Name: Nancy Thomsen Title: Executive VP Exhibit A4 -"Now= At kmw�- TRAN sp 0 RTATSERVICES .AVIA-riON SLJI1'l ORT AND y>AIN1ITMANCE SERVICES Order and Pricing Schedule ❑ T -1'ransportation Services 26aa Crescent 1)rive, Ste A -I Lafavette, Colorado 8111126 l nail: C'S(.ie.1)13'I'lranScr►,.con] Customer: Eagle County Eagle Airport (SGS) Sox 850 Eagle, CO 81631 Entail: This Order and Pi -icings SCIICCILllc is incorporated by reference into the :agreement for Transportation Sen -ices and Maintenance between the parties. and the Statement of Work, and n]ade a hart thercot'. The Effective Date of this Aln-een]ent is January 1 _ 2() 17 The Tern] of this Alircenient shall he for a Period of i ►carts) Pruni the hfterti►e Date. Services (Check as applicable) furls Excluded ❑ hci-iodlci 1'I'e-Season Maintenance 3 trios ❑ ]:c uipment Restoration Unlimited 8 Data Service — NADIN Service Equipment Manufacturer/Model Equipment Manufacturer/Model ❑ VOR ❑ RW1S ❑ 1)NII f: ❑ RWIS IZL1nwav ❑ 1..()(* ❑ N DI3 ❑ (is ❑ C OT]trol I ONvel. ❑ A WOS ❑ Markcrs ❑ RVIR ❑ othel. Fees I ('Onti-act Total: S391666 Annual Fce $ 3916.66 Invoiced Quarterly Unplanned Outage ]--cc $ 1600.00 PC 1. da (ex. Ii-litnin- strike. hili{ sll'ike) F'acilit■- Visit Fee $ 1600.00 pei-day (ex. Ilight check] Holidav F"Le IS500.00 ei-day additional Cancellalion/Dela► FLe $ 500,00 lel-da► DBT 2016 Statement of Work and Additional Terms Attachment 2: Statement of Work - Vaisala Navigator Invoice Contact (Accts. Payable): Name: Address: Phone: Email: Invoice Instructions: Airport Manager/Authority: Name: Alex Everman Address: 219 Eldon Wilson Road Gypsum, C❑ 81637 Phone: 970-328-2680 Email: alex.everman@eaglecounty.us Accepted and agreed to by the duly authorized signatories below. DST Transportation Services Eagle County By: Bv: Title: EVP of Sales Title: Date: 11/2/17 Date: DBT 2016 Page 2 ort VAISALA APPENDIX S Vaisala Service Contract Customer DBT Transportation Services LLC 2655 Crescent Drive Suite A- 1 Lafayette, CO USA treierted to as the Customer j Validity of the Contract Contract Number: US0002175SER Start Date: January 01,2017 End Date: December 31.2017 This Contract shall be prolonged by one year at a time after the end date, unless terminated by notice in writing at least sixty (60) days before the expiration of the current Contract period. Agreed Fees for the Services. All fees and reimbursements are exclusive of any value added tax (VAT), sales tax and other applicable taxes or duties, which shall be payable by the Customer in accordance with applicable laws. In case of Prolonged Contract annual fee may be subject to at maximum. a three percent (3°/°) increase per year. Customer Contact, commercial Name: Nancy Thomsen Phone: 970.237.3521 Email: nthnmsenr ctbtta anser� .cans Vaisala Service Contract Date: 2017-08-15 Contractor Vaisala Inc. 194 South Taylor Avenue Louisville, CO 80027 USA Veierred to as Vaisala') Scope; This Contract covers the agreed service and maintenance ("the Services") of the agreed Weather Observation Systerns ("the System") indicated below and more closely specified in Annex 1 Invoicing Schedule: Annually X Semiannually Quarterly Monthly Payment Term: 30 days net (Advance) Period Total fee for the Contract (USD) Year 1 $3,916.66NR Year 2 Year 3 Year 4 Year 5 Customer Contact, technical Name: Phone: Email: This Contract represents the entire understanding of the parties with respect to the subject matter hereof and. as of its entering into force, supersedes ail prior communications, representations and agreements, whether oral or written. with respect to the same subject matter. In all other respects this Contract will be governed by Vaisala General Conditions of Service. The priority order of these documents shall be: 1. This Service Contract: and the following Annexes form an integral part of this Contract: Annex 1: System and Services Annex 2 Service rates and contact methods 2. Vaisala General Conditions of Information Services: tittollwwwvaisalacomNaisafak20pocumentsJTer WDOC235767,pdf 3. Warranty TerITrS: h1to1+www.vatsaU.comNa1"a%2MacumentsfBrochuresN5 Oandx2Mai asheets+Warfantypdf This Contract is an integral part of Quotation No. 75575-1 On behalf of Customer: On behalf of Vaisala: Name Date Name Date VAISALA APPENDIX ANNEX 1: System and Services 1.1 The System covered by this Contract: RPU Description (2) LX RPUs Vaisala Service Contract Date: 2017-08-15 Site ID Service Provided Data Hosting & Cellular 1.2 Services included in this Contract: • 1.2.1 Data Acquisition • 1.2.2 Data Storage ■ 1.2.3 Data Processing • 1.2.4 Data Dissemination 1.2.1 Data Acquisition Service scope: • Vaisala will take responsibility for the collection of the observational data from the customers surface weather stations). Data acquisition is managed using one of two methods. Data polling - data is actively collected from the surface weather station by polling infrastructure housed at one of the Vaisala data centers. Data push - data is pushed from the surface weather station through a communication network to one of the Vaisala data centers. Service requirements: Where the customer is responsible for managing their own station communications: • The customer must always provide the number of the phone line or of the GSM SIM card. For GPRS. CDMA enabled SIM cards, the network provider APN and the data number should also be provided. The customer should manage the performance of the land line and take responsibility for addressing issues with faults that may occur on the line. The customer must also take responsibility for the bill payment for both land line and sim card accounts. 1.2.2 Data Storage Service scope: • Data Warehousing - Data is stared for the customer access for the duration of the service contract. Service requirements: ■ Data is available for the times where data was being reported from the surface weather station(s)_ ■ Camera images are available for live access for up to 5 weeks through the Vaisala Navigator site. • Archive data is only available to view the Vaisala Navigator data display website. 2 VAISALAAPPENDIX S Vaisala Service Contract Date: 2017-08-15 1.2,3 Data Processing Service scope: Data from the customer's surface weather station(s) is received and processed at a Vaisala data center. The data is subjected to multiple data quality tests to remove erroneous data before being made available to visualization software or third party exports. If the data is to be used for forecasting, the quality -controlled data can be sent to the forecast provider in a common format. Forecasts are received and processed by the Vaisala system before being made available to visualization software. Methods of forecast data exchange utilize FTP or Web Services. Service requirements: • There must be a regular and reliable feed of data from the surface weather station(s). • Forecaster and data feeds will vary in scope and requirement. These must be agreed between Vaisala and the customer before the contract is signed. 1.2.4 Data Dissemination Service scope: ■ Data and forecasts will be displayed in Navigator II ■ If data is required to be hosted locally, then products are available to collect and display data. These products require installation at the customer's offices and require external access to a Vaisala data center. ■ Data can be forwarded directly to the customer for use as required. A common data format is provided and sent to the customer by FTP. Service requirements: • Customer must provide a PC with internet access to a standard appropriate for the chosen web based application. • Locally hosted displays require secure SSH access through the customers firewall to a specific IP address. This will be provided by the Vaisala Technical Support team at the time of install. VAISALAAPPENDIX S Vaisala Service Contract Date: 2017-08-15 ANNEX 2: Service rates and contact methods 2.1 Contact methods for technical support Priority Technical Support ■ Email: priority@vaisata.com a Phone: 877-VAISALA (824-7252) Priority Technical Support is available a This is a contact point of Technical Support 2417' This is a contact point of Vaisala from where Customer can, In Writing, order spare parts