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Home My WebLink Aboutbocc.con.016.2007 'CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING CONTRACT #: 016-2007 Originating Dep311mentlDivision: Airp0l1 Contact Person: David Ulane Phone #: 429-2853 Project Name: Interactive Employee Training System D BOCC AGENDA ITEM (BOCC signature required) !ZISTAFF AUTHORIZED SIGNATURE (per Revised Procurement Code 7/2005) Check procurement type: DNone Dlnformal DFormal!ZlSole Source DEmergency DState Bid D Check Contract Tvve: DServiceslMaintenance DLicense/U se DLease DConstmction !ZIGoods, Equipment, Supplies DOther (e.g. revenue) Budget Line ItemlLedgetO Number 404.69.95724.86617 DEmployment (for county employees) DIntergovernmental Agreement (Requires BOCC Action) DNon-Profit DQuasi-Public DGrant Agreements (Requires BOCC Action) DChange Order/Contract Amendment nollar Amount: $240,000 ContractorlBusiness Executives Contract Execution Automatic Renewal AAAE Complete Name: American Assn. of Airport 1/28/07 N Contract End Date: 12/31/07 Term of Contract: lImos All Contracts should be proofed for the following: !ZINo Pages Missing !ZIlr a Page is Left Intentionally Blank -Note on Page !ZIPage numbered consecutively !ZIAIl Signatures Affixed r:g]AIl Dates Filled In i:ZlAIl Other Blanks Filled In i:ZlAll Exhibits Attached i:ZlAll Legal Descriptions Attached (if appropriate) DNotice of Award/Proceed Attached (if appropriate) DSpecial Instructions for Finance Department: i:ZlSent to Clerk and Recorder for Scanning/Archiving i:ZlAuthorized Staff Person's Name: David Ulane BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING. Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage schedule. Amended 10_16_06 CONTRACT FO~THEPURCHASEOFGOODS COntract #016.2007 Budget line item # 404.69.95724.86617 THIS CONTRACT Is made and entered Into this 28th day of January, 2007 , by and between Pitkin County, Board of County CommissIoners, 530 E. Main Street, third Floor, Aspen, Colorado 81611 (hereinafter "Buyer" or "COunty") and the American Association of Airport Executives, Inc., (hereinafter "Vendor" or "MAE"). 1. GOODS PURCHASED. Vendor shall proVide Buyer the following goods conforming to the stated description and any Technical Specifications attached to this contract: Exhibit A. An Interactive Employee Training System (lET) as fully described in 2. DELIVERY OF GOODS. Goods, together with all warranties, guarantees, manuals, support Information and notice of any extended warranties, shall be delivered by Vendor to the Buyer at the following place and no later than: Place: Date: Aspen/PItkin COunty Airport December 31, 2007 3. RISK OF LOSS. At all times prior to delivery and Buyer'S acceptance of the goods, Vendor shall bear any and all risk of loss of or damage to the goods. During such period, Vendor shall Insure the goods for loss or damage In amounts and under appropriate terms. 4. TIME IS OF THE ESSENCE. Vendor acknowledges that time Is of the essence for delivery of goods. 6. ACCEPTANCE OF GOODS. Delivery of goods shall be complete only upon acceptance by Buyer. Buyer shall have 15 (fifteen) business days for Inspection of goods. At delivery and after Inspection and acceptance, Vendor shall tender a Bill of Pag.lol9 fJ-' Sale to the goods, together with any and all other documents evidencing such ownership and title to the goods. The goods shall be delivered to Buyer free and clear of any liens, dalms or encumbrances, and Vendor shall warrant the same, which warranty shall survive closing of thiS contract. 7. REJECTION OF GOODS. If goods are not deliVered according to the specifications and descriptions of this contract, Buyer may reject goods. Vendor shall have 30 (thlrty)days additional time to deliver goods in conformance with this contract. OPTIONAL. upon failure of Vendor to deliver goods, Buyer may terminate this contract or declare Vendor to be In default and pursue remedies contained In this contract. 8. WARRANTY/REPAIRS: A. Deliverv of Warranty. Upon delivery of the goods, Vendor shall simultaneously tender to Buyer all warranties, guarantees, manuals and other documents specified by the contract documents or In possession of Vendor, as outlined in Exhibit A. 9. PAYMENT. In consideration of delivery and acceptance of the goods to Buyer in accordance with this contract, Buyer shall pay Vendor, and Vendor agrees to accept as Its full and only compensation, the stated sum of $218,000.00, but any payment by the Buyer may be offset by any amount the Vendor owes the Buyer for any reason. Buyer agrees to pay 50% of the total purchase price upon acceptance of this COntract by all parties. Final payment shall occur upon acceptance of goods delivered in compliance with this contract. 10. TERMINATION PRIOR TO EXPIRATION OF CONTRACT TERM. Buyer has the right to terminate this contract, with or without cause, by giving written notice to the Vendor of such termination and specifying the effective date thereof. 11. BUYER'S REMEDIES UPON DEFAUL TOF VENDOR. Whenever Vendor shall default in performance of this contract in accordance with Its terms, Buyer shall be entitled to suit for damages, specific performance or other relief In law or equity. 12 ASSIGNABLILITY. this contract is not assignable by either party. Any use of subcontractors by the Vendor for performance of this contract must be accepted In writing by the Buyer. 13. BINDING ARBITRATION. Any disputes arising out of this contract shall be subject to binding arbitration. The parties agree that any disputes concerning the terms and conditions of this contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the rules of the Amencan Arbitration Association and shall be presided over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin COunty contract diSputes. Costs of the arbitration shall be awarded to the substantially prevailing party. Pag.2of9 !J 14. ~EVERABIlITY. In the event that any provision ofthls contract shall be held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto 15. INTEGRATION AND MODIFICATION. This contract represents the entire and integrated contract between the Buyer and Vendor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the Buyer and Vendor. 16. EXEMPTIONS. All purchases of construction or building or any other materials for this contract shall not Include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin COunty is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K. 17. CONTRACf MADE IN COLORADO. The parties agree that thiS contract was made in accordance with the laws of the State of Colorado and shall be so construed. Venue Is agreed to be exClusively In the courts of Pitkin County, Colorado. 18. AlTORNEY'S FEES. In the event that legal action Is necessary bJ enforce any of the provisions of this contract beyond the arbitration described in Paragraph 13, the substantially prevailing party shall be entitled to its costs and reasonable attomey's fees. 19. GOVERNMENTAL IMMUNITY. Vendor agrees and understands that Buyer Is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, Immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et. Seq., c.R.S., as from time to time amended, or otherwise available to Buyer or any of its officers, agents or employees. Further, nothing in this contract shall be construed or Interpreted to require or provide for indemnification of the Vendor by the Buyer for any Injury to any person or any property damage whatsoever which Is caused by the negligence or other misconduct of the Buyer or its agent or employees. 20. CURRENT YEAR OBLIGATIONS. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin COUnty as Buyer. Pitkin County's obligations under this contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary bJ provide the services set forth herein. No provisIons of the contract shall constitute a mandatory charge or requirement In any ensuing fiSUlI year beyond the then current fiscal year of Pitkin COunty. No provision of the contract shall be construed or interpreted as creating a multiple-fiscal year direct or Indirect debt or other financial obligation of PItkIn County within the meanIng of any Page 3 of 9 4 constitutional or statutory debt limitation. This contract shall not directly or Indirectly obligate Pitkin COunty to make any payments beyond those appropriated for Pitkin COunty's then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the furore Issuance of Pitkin COunty's bonds or any obligations payable from any class or source of Pitkin County's money. 21. NOTICE. Any written notice required by this contract shall be deemed delivered through any of the follOWing: (1) hand delivery to the person at the address below; (2) delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mall, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County David Ulane Aspen/Pitkin County Airport 0233 E. Airport Rd. Aspen, CO 81611 Fax: (970) 920-5378 with cooles to: Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 B. To Vendor: Jim Johnson Amelican Association of Airport Executives 601 Madison St., Suite 400 Alexandria, VA 22314 Fax: (703) 820-1395 IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. VENDOR: American Association of Airport Executives PITKIN COUNTY COLORADO BY:<=: 0.4 2... G- By: (2 <- Authorized Signer Title: MioT. "..h:i'I"I$lN Cll:ee:~ By: fI,~~Ly/ Hilary FI cher, County Manager Page4of9 j EXHIBIT A lET SOFlWARE LICENSE AND HARDWARE AGREEMENT SECTION ONE GRANT OF LICENSE AND SALE OF HARDWARE MAE grants COunty a nontransferable, nonexclusive, limited license to use the software, which Is described In exhibIt A, attached hereto. legal title to the software and software documentation provided under this agreement shall remain In MAE as Its sole property, subject to County's rights specified In this agreement. Each workstation Includes one MAE software license for a single user. After delivery and acceptance of the completed system, County shall acquire legal title In and to the installed hardware components. SECTION TWO USE OF SYSTEM The parties agree that the software Is proprietary to MAE. MAE retains all copyright, patent and trade secret rights and County agrees that the software and all related data whether oral or written, and furnished under this agreement are prOVided for County's exclusive use for the purposes of this agreement and will be held in confidence. County agrees not to duplicate or disclose any Information provided relative to the software in whole or In part, for the use of others. County will use the software and program only for its own Internal training purposes and will not use the software In any manner for or by a third party. In no event shall the software or program be used In a third-party computer selVices bureau or time sharing operation. SECTION TI-lREE SYSTEM COMPONENTS . OPTIONS The base system wllllnclude the development, testing and installation of hardware and software to configure five (5) workstations to be placed on the premises of Aspen Pitkin COunty Airport. Pago5of9 ~ Additional network workstations can be purchased as needed. The first ten (10) workstations are $35,000.00 each. Beyond the first ten, additional workstations are currently priced at $10,000.00 per unit, and remote workstations (those units designed to operate without a connection to the airport's network) can be provided, currently at $12,000.00 per workstation. In the future, other training modules can be added at additional cost. The system can be upgraded to indude supplementary training modules, such as: movement area driver training, runway incursion avoidance, customer service, new employee orientation, part 139, ARFF or other training required by County. SEmON FOUR TERMS OF PAYMENT The core lET system has a standard price of $218,000.00. The price Indudes system design and production, five (5) workstations, testing Information management system (TIMS), full installation and two (2) 30 minute customized training programs of the airport's choice. The core system comes complete with the first year's service program. The airport will also receive, at no extra charge, several non-customlzed training programs. The current list of programs includes: Security Awareness, Runway Incursion Prevention and Vehicle Search procedures. county will be invoiced for the initial payment of $109,000.00 upon acceptance of this agreement and the balance will be due upon completion of the system. Any applicable sales or other taxes, If any, shall be borne by County. SECTION FIVE WARRANTY AAAE warrants that the software, hardware and training program at the time of installation shall materially conform to the specifications agreed-upon. In case of a nonconformance, County shall promptly notify AAAE. AAAE shall correct any nonconformance after notification within a reasonable time by the means it determInes to be the most appropriate, whether by telephone instructions, the issuance of updating documentation, corrective code, hardware replacement or modification, or other methods. Page6of9 1 SECTION SIX ACCEPTANCE TESfING County will receive the lET system with the customized courses Installed. MAE technldans will Install all of the lET computer equipment and associated furniture, and will test the basic network connectivity. COnnectivity and standard power outlets will be provided by the airport. In accordance with the Production Schedule the script and video content for each training course will have been previously approved by the Airport. County will then have two additional weeks to review the video and content of each course for any errors or malfunctions. MAE will make the necessary corrections or modifications, If any, and re-load the final updated training courses on to the lET system. Upon completion of the Installation, County shall have 30 days to test whether the completed system confonns to the agreed-upon functional and performance specifications. Unless a written notice of non-acceptance Is provided to MAE from COunty within the 30 days, the system shall be deemed accepted. SECTION SEVEN ANNUAL MAINTENANCE/SERVICE The cost of the core system Indudes the first year's annual service program. A similar service program Is available through MAE, beginning In the second year, If desired by the airport. The cost for future year service programs are based on actual market rates and offered In several service levels to meet the specific needs of County. The first year's program Includes: . Software upgrades and revisions as developed by MAE; . Telephone support during business hours by MAE; . Two annual on-site preventive maintenance visit; . Data web site and database maintenance; . Dally, automated web checks of hardware systems; . Programming upgrades and support. . A $7,500.00 allowance per year for the replacement of hardware (not covered by manufacturer's warranty), software, program content changes Including new video, editing and modifications to interactive test questions (contract allowance expires 24 months after the contract Inception, If not used). Pallo7019 ~ EXHIBIT A.l Iff systems are deployed on name brand computer equipment. Based on business trends and availability. However, all systems will have the following minimum components. MAE will deliver five (5) network workstations with: . MAE software license for a single user . Intel processors - Pentium IV/3.0 GHz with 533 MHz system bus/512K L2 Cache . 1 GB Memory . 64MB Graphics Card . 120GB HDD . Unlnterruptlble Power Supply (UPS) battery backup 650Va . Enhanced CAT5 patch cables . Operating System-- Windows XP ProfeSSional with the most current service Pak and Security Patches . CD-Rom Drive or DVD Drive . 10/100 PCI Fast Ethernet Network Interface Card ( NIC) . At least 19"-lnch SAW Touch Screen Interactive Monitor . Two (2) headphones with adjustable audio . Keyboard . Mouse thirty (30) days prior to the system Installation date, a complete list of computer, make model and specifications will be available to the airport. Furniture . Locking Interactive Learning center Desk Unit-Carrel, Model #CC30ART . Lockable Compartment for CPU Storage . Chalr-Carrel Unit, Model #F7273BK In addition to the above hardware, MAE will, for the training module(s), provide: . advance consultation on custom filming . script development . story boarding and visual development . on-site filming, to Include site survey . visualization and scene layouts . dramatization and scenario development . pre-production meetings for cast development . directing and production of scenarios . overseeing scene treatment . script continuity . non-linear editing and post production . narration Page 8 of 9 q . audio mixing and music . all graphics and graphic art work . completed customized video . Interactive script development and customlzatlon . Integration of custom video Into Interactive program . all Interactive editing . a runtime version of the Interactive software · packaging of completed Interactive program · completed Interactive program loaded on each unit · development of database to match County's reporting format requirements · development of student tracking program with various search capabilities . FTP capabilities data collection and redundancy · a secure web site to deliver data and report . set up of all units · component wiring and installation . on-site testing . quality assurance · employee training on use of the systems Pageeote 1&