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Home My WebLink AboutECAT17-026 Controltouch Systems LLCTHIRD AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND CONTROLTOUCH SYSTEMS, LLC THIS THIRD AMENDMENT ("Third Amendment") is effective as of the Id" day of December, 2017 by and between ControlTouch Systems, LLC, a Kentucky limited liability company (hereinafter "Consultant" or "Contractor") and Eagle County Air Terminal Corporation, a Colorado non-profit corporation (hereinafter "ECAT"). RECITALS WHEREAS, ECAT and Consultant entered into an agreement dated the ff" day of February, 2015 for certain Services (the "Original Agreement"); and WHEREAS, the Original Agreement contemplated that the Consultant would perform certain duties with compensation in an amount not to exceed $ 25,000.00; and WHEREAS, ECAT and Consultant entered into a First Amendment dated the I& day of December, 2015 to have Consultant perform additional Services for additional compensation and to extend the term of the Original Agreement; and WHEREAS, ECAT and Consultant entered into a Second Amendment dated the Id" day of December, 2016 to have Consultant perform additional Services for additional compensation and to extend the term of the Original Agreement; and WHEREAS, ECAT desires to have Consultant perform additional Services for additional compensation as set forth below; and WHEREAS, the term of the Original Agreement expires on the IOd' day of December, 2017 and the parties desire to extend the term for an additional year. THIRD 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 Original Agreement shall be amended to include additional Services as described in Exhibit A-4, which is attached hereto and incorporated herein by reference. 2. The compensation for the additional Services set forth in Exhibit A-4 shall not exceed $25,000.00 or a total maximum compensation under the Original Agreement, the First Amendment, the Second Amendment and this Third Amendment of $100,000.00. 3. Any out-of-pocket expenses to be incurred by Contractor and reimbursed by ECAT shall be identified on Exhibit A-4. Out-of-pocket expenses will be reimbursed ECAT17-026 without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Contractor. Contractor shall not be reimbursed for expenses that are not set forth on Exhibit A-4 unless specifically approved in writing by ECAT. 4. The term of the Original Agreement is hereby extended to the 10t1i day of December, 2018. 5. Capitalized terms in this Third Amendment will have the same meaning as in the Original Agreement. To the extent that the terms and provisions of the Third Amendment conflict with, modify or supplement portions of the Original Agreement, the terms and provisions contained in this Third Amendment shall govern and control the rights and obligations of the parties. 6. Except as expressly altered, modified and changed in this Third 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. 7. This Third Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Original Agreement the day and year first above written. EAGLE COUNTY AIR TERMINAL CORPORATION Kelley Collier, Deputy County Manager CONSULTANT: CONTROLTOUCH SYSTEMS, LLC Print Name. Frank Dahl Title: President ECAT AM Scope Comp Final 5114 EXH I BIT A-4 Service Contract Proposal To Eagle County Regional Airport 10/31/2017 ControlTouch SYSTEMS, LLC 3101 BRECKENRIDGE LANE, LOUISVILLE, KY 40220 CONTROLTOIICH SYSTEMS, LLC SERVICE CONTRACT PROPOSAL PROPOSAL P17257 SERVICE CONTRACT PROPOSAL - 2017 ControlTouch Systems, LLC is pleased to provide you with this proposal to supply a Controls System Service Contract to the customer. ControlTouch has full-time controls engineers who are dedicated to providing quality customer support around the clock. This service contract includes 24-7 telephone support of warranty issues and, as requested, will be offered on a monthly basis. Note that this service contract does not include on-site field support. Any work performed by our engineers will be billed on an hourly basis. The following summarizes the services that can be offered in our proposal: • Control Systems Troubleshooting and Diagnostics The following list summarizes the equipment and services to be provided by others: • VPN Connection • Electrical and Mechanical Installation and Demolition • Operators and Materials for Testing • Spare Parts The remainder of this document will give details of our service system and pricing. 24 -Hour Telephone Support Our basic level of support will give the customer access to our 24 hour, 7 days a week support hot line. The charge for this level of support is for our guarantee of one hour response time to requests for assistance. This type of service will be greatly enhanced by the customer giving us access to a VPN link to their control system network. Note that all costs and responsibility associated with setting up and maintaining this VPN service would be the responsibility of the customer. Preventative Maintenance Service Calls Our next level of support would add regularly scheduled service calls to the basic level. We will work out a schedule with the customer for us to visit their facility to perform routine controls maintenance. We will visually and/or electrically inspect all of the controls equipment and software in the system. After this inspection we will make recommendations to the customer based on the state of the system. While our engineer is on site the customer may also wish to use his time to provide hands on training for their personnel. Service calls are typically done on a quarterly basis and usually last eight man- hours on site. However, the number of service calls and their duration can be negotiated on an individual basis. This type of work is purchased on a unit basis in addition to 24-hour telephone support. These service calls can be added to the service contract at any time during the life of this agreement by applying this unit price. PAGE 2 CONTROLTOIICH SYSTEMS, LLC SERVICE CONTRACT PROPOSAL PROPOSAL P17257 Description ControlTouch will provide controls engineering maintenance support service (Service) for the Customer's baggage handling controls system during the term of this Agreement. A. SPARE PARTS: No spare parts have been included with this proposal. B. SAFETY: ControlTouch will supply its on-site service personnel standard tools and safety equipment as required to service the instrumentation and control system and will be governed by the Purchaser's safety program. ControlTouch also agrees to comply with all applicable state, federal and local safety regulations and laws. Any other safety equipment that is required shall be supplied by the Purchaser or at the Purchaser's expense. C. INSTALLATION: ControlTouch has not included any electrical field wiring or mechanical installation or demolition that might be required as a part of the work in our proposal. Nor have we included any supervision of this work. If any electrical or mechanical work is required it shall either be provided by others or it can be supplied by ControlTouch. However, all costs associated with this type of work shall be billed to the customer in addition to the service contract. PAGE 2 CONTROLTOLICH SYSTEMS, LLC SERVICE CONTRACT PROPOSAL PROPOSAL P17257 .� Our Service Agreement guarantees telephone service coverage by ControlTouch for the Customer 24 hours per day, 7 days per week. Depending on the level of service selected service hours will be billed to the Customer. Service hours shall include travel time to and from the Customer's site, if applicable. Note that travel costs will be billed separately. Pricing Year 1 Telephone Support available 24 hours per day —7 days per week. $15,121.001 yr. Field Service Call, Excluding travel costs and per diem. (Unit Price) $ 2,700.00 /ea. Note: Service Call to field includes 24 hours labor and travel time Hourly Support Charge Terms Available at ControlTouch's currently published service rates. Please see our engineering rates for this service contract below. These rates will be good for the duration of this contract. Standard Hourly Rate $ 125.00 Overtime Hourly Rate $ 170.00 Weekend Standard Hourly Rate $ 170.00 Weekend Overtime Hourly Rate $ 223.00 A. All engineering shall be billed in minimum increments of one hour, if applicable. B. The terms listed in this service contract are valid for 12 consecutive months after the expiration of the current service contract. NOTE: PROPRIETARY INFORMATION InfOEM26on in this document is the pEoperty of and is PEoPuetary to ControlTouch Systams, LLC. The information included heain is tandead solely fOE Eefeance by ouE customer and shall not he used by any acipient fOE any othtE puEPOS es whatsoever. PAGE 4