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HomeMy WebLinkAboutC22-296 Autoclear_third amendmentTHIRD AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND AUTOCLEAR LLC THIS THIRD AMENDMENT (“Third Amendment”) is effective as of the _____________ 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 23rd day of August, 2019, for certain Services (the “Original Agreement”); and WHEREAS, by a First Amendment dated September 22nd, 2020 the term of the Original Agreement was extended to October 28th, 2021 and; WHEREAS, by a Second Amendment dated August 31st, 2021, the term of the Original Agreement was extended to October 28th, 2022; and WHEREAS, the term of the Original Agreement expires on the 28th day of October, 2022 and the parties desire to extend the term of the Original Agreement 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 extend the term to the 28th day of October, 2023. 2. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A3. 3. 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. 4. 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. 5. This Third Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. DocuSign Envelope ID: B9CDE289-B891-4F75-BBEA-60B2F5966A57 9/2/2022 2 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Original Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONTRACTOR AUTOCLEAR LLC By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ DocuSign Envelope ID: B9CDE289-B891-4F75-BBEA-60B2F5966A57 Mia Draghi ISO Coordinator & D.C. Manager AUTOCLEAR, LLC. AGREES TO PROVIDE, AND THE CUSTOMER AGREES TO ACCEPT, MAINTENANCE AGREEMENT SERVICES ON THE EQUIPMENT LISTED ABOVE TO THE COVERAGE LEVEL CHOSEN AND THE TERMS & CONDITIONS AS OUTLINED ON PAGE TWO (2) OF THIS CONTRACT. THE TERMS & CONDITIONS ARE THE SOLE TERMS & CONDITIONS. Pg. 1 of 2 World Headquarters 10A Bloomfield Avenue Pine Brook, NJ 07058 USA Tel. 1.973.276.6000 Fax. 1.973.227-0832 info@autoclear.com AUTOCLEAR X-RAY INSPECTION SYSTEMS ANNUAL MAINTENANCE AGREEMENT Account: Eagle County Sheriff’s Office Address: 0885 E. Chambers Ave. Eagle CO 81631 Coverage Level: Platinum Date Issued: 8/11/2022 Contract Effective Date: 9/1/2022 Contract Expiration Date: 8/31/2023 Model Serial Number Unit Address* Unit Coverage Price 7555 120210P#25 $6,000.00 *If different from billing account address Contract Total: $6,000.00 NOTE: As of 04.23.2022, all platinum-level maintenance agreements will include one (1) preventative maintenance (PM) service per unit per contract year, unless issues arise with the unit where additional PMs are required. Customer Signature Position Date Accepted by Autoclear, LLC.: Date: A3 EXHIBIT DocuSign Envelope ID: B9CDE289-B891-4F75-BBEA-60B2F5966A57 AUTOCLEAR, LLC. AGREES TO PROVIDE, AND THE CUSTOMER AGREES TO ACCEPT, MAINTENANCE AGREEMENT SERVICES ON THE EQUIPMENT LISTED ABOVE TO THE COVERAGE LEVEL CHOSEN AND THE TERMS & CONDITIONS AS OUTLINED ON PAGE TWO (2) OF THIS CONTRACT. THE TERMS & CONDITIONS ARE THE SOLE TERMS & CONDITIONS. Pg. 2 of 2 World Headquarters 10A Bloomfield Avenue Pine Brook, NJ 07058 USA Tel. 1.973.276.6000 Fax. 1.973.227-0832 info@autoclear.com AUTOCLEAR ANNUAL MAINTENANCE AGREEMENT TERMS & CONDITIONS Autoclear’s sole obligation is to complete services as defined under the contract terms within the stated effective agreement dates. This maintenance agreement does NOT extend to (1) damage resulting from accident, misuse, neglect, or improper installation, maintenance or application; (2) damage resulting from elemental or environmental factors including, but not limited to, moisture, heat, corrosive materials, abrasives, or pollutants; or (3) damage or loss in transit, including transit within the grounds of the initial installation facility. This contract is VOID when service or repairs are performed by service personnel not authorized by Autoclear, or when any system or part is altered without consent from Autoclear, LLC. This contract is extended only to the issued contract holder/end user and is NOT TRANSFERABLE to subsequent users. Damage, as defined in this contract, refers to physical harm caused to the X-ray scanning system and its external components in such a way as to impair its value, usefulness, or normal function, including dings, nicks, dents, misalignment, etc. The following is considered to be negligence or abuse of the X-Ray scanner and/or its components: • Misuse or abuse of x-ray scanner by the operator. This includes, but is not limited to: o Cutting/splicing/tearing of any cables or cords o Removing or damaging any buttons on the X-ray system, including the keyboard or operator control panel (OCP) o Liquids coming into contact with mechanical or electronic components o Cutting/damaging/removing lead curtains or conveyor belt o Dropping or physical damage to the monitor, OCP, or related components o Tampering with or removing any components of the X-ray scanner system without Autoclear’s authorization • Any damage caused by a 3rd party not authorized or trained by Autoclear, LLC. on how to operate, troubleshoot or repair a scanner • Any damage caused by storage or operation in an outdoor area where scanner can be exposed to rain, snow, sleet, wind, debris, and animals • Multiple relocation of the scanner during any 7-day period, or improper storage of scanner that results in damage Environmental conditions that are the responsibility of the account are considered to be: o Excessive heat/moisture/dust where scanner is located o Unstable or uneven flooring o Insubstantial or unstable electrical input DocuSign Envelope ID: B9CDE289-B891-4F75-BBEA-60B2F5966A57