Ebix Insurance No. S200003833
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
LYNGSOE SYSTEMS, INC.
PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Lyngsoe Systems, Inc., a Maryland corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The Parties previously entered into an agreement entitled “Agreement for the Performance of Services By and Between the City of Santa Clara, California and Lyngsoe Systems, Inc.”, dated November 29, 2017 (Agreement); The Parties entered into the Original Agreement for the purpose of having Contractor provide services for an automated material handling system at the Central Park Library, including installation, repair, maintenance, and subscription services, and the Parties now wish to amend the Original Agreement to reinstate the expired agreement, modify the agreement end date, modify the scope of services to be provided by Contractor, and increase compensation by $87,515 for a revised not-to-exceed maximum compensation of $412,246.95, subject to the appropriation of funds.
NOW, THEREFORE, the Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
The termination of the Original Agreement, which terminated on June 23, 2023, is hereby revoked and, except as expressly modified by this Amendment No. 1, the Original Agreement shall be, and hereby is, reinstated in it is entirety and shall be in full force and effect as if the same had never been terminated.
That paragraph of Section 5 of the Original Agreement, entitled “TERM OF AGREEMENT” is hereby amended by deleting the existing Section 5 in its entirety and replacing with the following:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on June 30, 2029.” That Exhibit A of the Original Agreement, entitled “Scope of Services”, is hereby amended to add additional services as set forth in Revised Exhibit A, attached here and incorporated by this reference.
That Exhibit B of the Original Agreement, entitled “Schedule of Fees”, is hereby amended to add additional fees as set forth in Revised Exhibit B, attached here and incorporated by this reference.
All other terms of the Original Agreement which are not in conflict with the provisions of this Amendment No. 1 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
SIGNATURES ON NEXT PAGE
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:
Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
LYNGSOE SYSTEMS, INC.
a Maryland corporation
Dated:
By (Signature):
Name:
Cory McCoy
Title:
President
Principal Place of Business Address:
1664 Bowmans Farm Road, Suite 109
Fredrick, MD 21701
Email Address:HYPERLINK "mailto:[email protected]"[email protected] Telephone:
(240) 674-8443
Fax:
(301) 360-0911
“CONTRACTOR”
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN
CITY OF SANTA CLARA, CALIFORNIA
AND
LYNGSOE SYSTEMS, INC.
REVISED EXHIBIT A
SCOPE OF SERVICES
The following section is hereby added to the scope of services:
EQUIPMENT
The table below is the list of current equipment covered under this Agreement:
SITE
EQUIPMENT DESCRIPTION
QTY
Central Park Branch Library
2635 Homestead Road, Santa Clara, CA 95051
LibraryMate 1200
1 Library Mate 2100
1 ES1200 Staff Induction
1 Conveyance
1 Manual Locking Bookdrop
1 SortMate Sorter
9 LYNGSOE SYSTEMS HOTLINE
Hotline services shall be used in the event the City needs assistance from a Lyngsoe Systems Engineer. A report will be sent to the City for any call that is made to the hotline.
The hotline is available 24 hours a day.
A hotline engineer will begin troubleshooting the system and providing City support within 30 minutes of the receipt of the call. Communication shall be done via telephone and VPN connection.
Hotline is not available on the following dates, unless other arrangements are made:
December 24th
December 25th
December 31st
January 1st
PARTS TO SITE
In the event where a system part, which is not in the spare parts kit, is needed and the City is covered by the extended parts warranty the following process shall apply:
Man-On-Site
If a problem cannot be solved remotely Contractor shall send a technician to the City site within in the time agreed to between City and Contractor.
System shall be made available to the technician.
Dispatching a Technician
A Man-On-Site request that is made during normal business hours (8:00 am – 4:30 pm, Monday through Friday EST), the technician will leave for the City site immediately. If the request is outside normal business hours a technician will leave for the City site before noon the following weekday.
MAINTENANCE SERVICES
Service visits include the following tasks:
Inspection and health check
Adjustment of parts
Replacement of wearing parts
System optimization
Check of controls system
Review of spare parts inventory
Contractor will provide one scheduled preventative maintenance visit a year. Contractor and City shall mutually agree on the date and time of visit.
City shall have one staff member available during the entire service visit for knowledge transfer and education.
City shall maintain spare parts onsite.
After the service visit Contractor shall email a service visit report to the designated City contact.
SPARE PARTS SERVICES
City shall maintain spare parts onsite.
Spart Parts Stock: Contractor will work with City staff to determine the appropriate parts that shall be kept onsite.
Extended Parts Warranty
If at any time during the initial or extended warranty period a part should fail and it is not part of the supplied spare parts package Contractor will ship a part to site as soon as possible. This will be done on mutual agreement that the failed part will be shipped back to Contractor as soon as the new one is installed with a completed Returned Goods Form (Appendix 1). Failure to ship back the failed part will result in Contractor invoicing the City for the new part.
If Contractor requests the failed part to not be shipped back no charges will be incurred by the City.
APPENDIX 1 TO REVISED EXHIBIT A
RETURNED GOODS FORM
Goods returned by:
FORMCHECKBOX Customer FORMCHECKBOX Lyngsoe FORMCHECKBOX Other Site name:
Project number:
Address:
Goods are returned because of:
FORMCHECKBOX Claim – flaw on goods
FORMCHECKBOX Warranty
FORMCHECKBOX Repair/replacement of the goods
FORMCHECKBOX Other
State reason for return:
(State serial no., model and error code if such shows)
Lyngsoe part number:
Part Name:
Serial number:
Date of failure:
Date of shipment:
Shipping information:
Please send this form via email to:
[email protected]
A COPY OF THIS FORM MUST ALSO BE ATTACHED TO THE GOODS.
Please send parts to:
Laura Corbin
Lyngsoe Systems Inc.
1664 Bowmans Farm Road Suite 109
Frederick, MD 21703
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
LYNGSOE SYSTEMS, INC.
REVISED EXHIBIT B
FEE SCHEDULE
.
MAXIMUM COMPENSATION
The maximum compensation payable for all services provided under this Agreement shall not exceed Four Hundred Twelve Thousand Two Hundred Forty-Six Dollars and Ninety-Five Cents ($412,246.95), subject to budget appropriations. Any additional services or materials requested by the city that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.
The compensation amount is specified below:
DESCRIPTION
AMOUNT
Years One - Seven (November 29, 2017 - June 23, 2024)
Equipment, Installation and Commissioning
$270,597.95
Five Year Maintenance Services
$54,134.00
TOTAL NOT-TO-EXCEED COMPENSATION FOR YEARS ONE - SEVEN
$324,731.95
Amendment No. 1 - Years Eight - Twelve (June 24, 2024 - June 23, 2029) Hotline Service, Maintenance, Extended Parts Warranty
$87,515.00
REVISED TOTAL NOT-TO-EXCEED MAXIMUM COMPENSATION
$412,246.95
FEES
The City will pay the Contractor the following fees:
DESCRIPTION
AMOUNT
Equipment, Installation and Commissioning
Sortation System - Interior /Exterior System - 1 Exterior Patron Return, Staff Induction, and 16 Sort Destinations (Lyngsoe DWg: B25561-000-3-1) Includes Installation and Commissioning $222,255.00
Sort Bins (16) - Standard Ergo Trolleys
$19,200.00
Interlocked Locking Bookdrop (1) - Integration to LibraryMate $6,800.00
Subtotal of Equipment, Installation, and Commissioning
$248,255.00
Estimated Tax
$22,342.95
Total of Equipment, Installation, and Commissioning
$270,597.95
Maintenance Services
5-Year Service Plan
$54,134.00
TOTAL YEARS ONE - SEVEN
$324,731.95
DESCRIPTION
AMOUNT
Year 8 (June 24, 2024 - June 23, 2025)
$16,370.00
Year 9 (June 24, 2025 - June 23, 2026)
$16,910.00
Year 10 (June 24, 2026 - June 23, 2027)
$17,475.00
Year 11 (June 24, 2027 - June 23, 2028)
$18,070.00
Year 12 (June 24, 2028 - June 23, 2029)
$18,690.00
TOTAL FOR ONGOING MAINTENANCE SERVICES FOR YEARS EIGHT - TWELVE $87,515.00
REVISED NOT-TO-EXCEED TOTAL MAXIMUM COMPENSATION
$412,246.95
Should services be required outside of maintenance services the City shall pay Contractor based on the below hourly rates:
Hourly Rate
Description
Normal Business Hours
Outside of Normal Business Hours
Holiday Hours
Service Engineer
$220
$330
$330
Software Engineer
$310
$460
$460
INVOICE REQUIREMENTS
Contractor shall provide an invoice to the City sixty (60) days prior to the next renewal year of maintenance services.
For as-needed services, Contractor shall provide an invoice to the City for the previous month’s services. The invoice must include the following, at a minimum:
Date of service
Description of service provided
Contractor’s staff title providing service, hourly rate and number of hours Part description, cost and quantity.
The City will pay Contractor within 30 days of an approved invoice.
Amendment No. 1 to Agreement/Lyngsoe Systems, Inc. Page PAGE 3 Rev. 10/25/2019
Amendment No. 1 to Agreement/*insert Contractor’s name Page PAGE 1 Rev. 10/25/19
Amendment No. 1 to Agreement/Lyngsoe Systems, Inc/Revised Exhibit A-Scope of Services. Page PAGE 3 Rev. 10/25/2019
Amendment No. 1 to Agreement/Lyngsoe Systems, Inc./Revised Exhibit A-Scope of Services Page PAGE 1 Rev. 10/25/19
Amendment No. 1 to Agreement/Lyngsoe Systems, Inc/Revised Exhibit B-Fee Schedule Page PAGE 3 Rev. 10/25/2019
Amendment No. 1 to Agreement/Lyngsoe Systems, Inc./Revised Exhibit B-Fee Schedule Page PAGE 1 Rev. 10/25/19