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HomeMy WebLinkAboutbocc.con.158.2007 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING CONTRACT ls8-zoo? Originating Department/Division: Airport Contact Person: David Ulane Phone 429-2853 Project Name: Flight Information Display System ? BOCC AGENDA ITEM ®STAFF AUTHORIZED SIGNATURE (BOCC signature required) (per Revised Procurement Code 7/2006) Check procurement type: ?None ?Informal ®Formal ?Sole Source ?Emergency ?State Bid ? Check Contract Tvae: Dollar Amount: $49,545 Budget Line Item/Ledger Number 404.69.91415.86000 ?Services/Maintenance ?Employment (for county employees) ?License/[Jse ?Intergovernmental Agreement (Requires BOCC Action) ?Lease ?Non-Profit ?Construction ?Quasi-Public ®Goods, Equipment, Supplies ?Grant Agreements (Requires BOCC Action) ?Other (e.g. revenue) ?Change Order/Contract Amendment Contractor/Business Signature Technologies Inc. Complete Name: Elie Geva Contract Execution 10/23/2007 Contract End Date: N/A Automatic Renewal N Term of Contract: N/A All Contracts should be proofed for the following: ®No Pages Missing ®If a Page is Left Intentionally Blank -Note on Page ®Page numbered consecutively ®All Signatures Affixed ®All Dates Filled In ®All Other Blanks Filled In ®All Exhibits Attached ®All Legal Descriptions Attached peappropr;ate) ®Notice of Award/Proceed Attached (f appropr;ate) ?Special Instructions for Finance Department: ®Sent to Clerk and Recorder for Scanning/Archiving ®Authorized 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 . I~ Rev. 2113l06dq CONTRACT FOR THE PURCHASE OF GOODS Contract #158-2007 Budget line item #404.69.91415.86000 THIS CONTRACT is made and entered into this 23rd day of October, 2007 , by and between Pitkin County, Board of County Commissioners, 530 E. Main Street, Third Floor, Aspen, Colorado 81611 (hereinafter "Buyer") and Signature Technologies, Inc. dba Com-Net Software 3728 Benner Rd., Miamisburg, OH 45342 (hereinafter "Vendor"). 1. GOODS PURCHASED. Vendor shall provide Buyer the following goods conforming to the stated description and any Technical Specifications attached to this contract as Appendix A: Flight Information Display System Sofware and services provided from Signature Technologies Inc. The software is designed to provide a more accurate retrieval and display of flight data with a direct interfacing with United Airlines, to provide instantaneous flight status changes to the United flight schedule that is displayed within the terminal building. 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 time: Place: Aspen/Pitkin County Airport Date and Time: 12/22/2007 12:OOp.m. 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. 5. LIQUIDATED DAMAGES. Vendor hereby agrees to be responsible to Buyer for liquidated damages for failure to deliver goods (as noted per Appendix C), on time, (for delay and not as Penalty) in the amount of $50.00 per calendar day for each day or part of a day that goods are not delivered on the date and time established in accordance with this contract. The parties agree that the stated sum is a reasonable forecast of fair compensation for the anticipated damages for delay and that they genuinely intend to liquidate such damages. Any such damages are to be deducted from purchase price. 1 6. ACCEPTANCE OF GOODS. Delivery of goods shall be complete only upon acceptance by Buyer as referenced by Appendix C. Upon completion of the system installation, Buyer shall have 7 days for inspection of goods. At delivery and after inspection and acceptance, Vendor shall tender a Bill of 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, claims 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. 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. Delivery 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 and as noted by Appendix B. B. Terms of Warranty and Repair. The Vendor hereby warrants that for a period of one year after goods are accepted, Vendor will, at Vendor's own expense, without any cost to the Buyer, replace all defective parts and make any repairs to the goods that may be required or made necessary by reason of defective material or workmanship. Where practicable, warranty repairs are to be made in the field; however, in the event of major repairs, the goods may be transported to Vendor's facility at no cost to the Buyer. C. Extended Warranties. In addition to the above, the Buyer may avail itself of the Vendor's standard and/or extended warranties. The Vendor shall offer to the Buyer any extended warranties, which may be available from the manufacturer at the time of delivery, or any subsequent extended warranties, for which the Buyer may be eligible, which become available thereafter. The Buyer is under no obligation to accept and pay for these extended warranties however. 9. PAYMENT. Full payment shall occur upon acceptance of goods delivered in compliance with this contract. 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 $49,545.00 but any payment be the Buyer may be offset by any amount the Vendor owes the Buyer for any reason. 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. Upon termination, the Buyer shall pay the Vendor any cost unpaid incurred to-date and any associated costs with any cancellation of procurement actions or any restocking charges associated with previously procured items. 2 11. BUYER'S REMEDIES UPON DEFAULTOF 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 American 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. 14. SEVERABILITY. In the event that any provision of this 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-SK. 17. CONTRACT 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. ATTORNEY'S FEES. In the event that legal action is necessary to enforce any of the provisions of this contract beyond the arbitration described in Paragraph 13, the substantially prevailing parry shall be entitled to its costs and reasonable attorney'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. 3 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 to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal yeaz of Pitkin County. No provision of the contract shall be construed or interpreted as creating amultiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any 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 yeaz. 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 future 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 mail, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County with copies to: David Ulane Aspen/Pitkin County Airport Pitkin County Attorney's Office 233 E. Airport Rd. Suite A Aspen, CO 81611 530 E. Main Street, #302 970-920-5378 Aspen, Colorado 81611 Fax: (970) 920-5198 B. To Vendor: C. Elie Geva, CEO Signature Technologies, Inc. 3728 Benner Rd. Miamisburg, OH 45342 937-859-7511 IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. VENDOR: PITKIN C Y COLORADO ~Ci~- Elie Geva David Ulane A.A.E Chief Executive Officer Assistant Director of Aviation 4 APPENDIX A STATEMENT OF WORK (SOWI Aspen/Pitkin County Airport MUFIDS Migration to EclipsX A. Overview This document details the scope of work to be performed for the Aspen/Pitkin County Airport related to the upcoming Multi-User Flight Information Display System (MUFIDS) replacement. All Com-Net Software work will be coordinated with the Aspen/Pitkin County Airport representative and will be scheduled through an advance work planning schedule. B. Technology Com-Net Software will supply the following EclipsX Software Licenses in support of the installation: QTY Description 1 EclipsX 5.0 Display Manager 8 EclipsX View (DDC Software) All software licenses are scheduled to be installed on equipment provided by Aspen/Pitkin County Airport (PC's). NOTE: The usage of full screen video and other high processing media types is dependent upon the class of equipment provided for the player application. Older legacy equipment (CPU, RAM, and Video) may not be sufficient to drive rich media files efficiently. Aspen/Pitkin County Airport will be responsible for upgrading any hardware that is insufficient. Third party software licenses required by EclipsX include: 8 Microsoft Windows CAL license 1 Microsoft SQL 2005 Server, Standard Edition 1 Microsoft Windows 2003 Server, Standard Edition Note: Com-Net assumes the 8 existing player PCs have an existing copy of Windows XP/SP2 and that all airline client PC's will have Internet Explorer 5.5 or higher. Aspen/Pitkin County Airport is responsible for providing any additional licensing that is necessary. t APPENDIX A STATEMENT OF WORK (SOWI Aspen/Pitkin County Airport MUFIDS Migration to EclipsX C. Hardware All hardware is to be provided by Aspen/Pitkin County Airport. D. Electrical & Network installation Aspen/Pitkin County Airport will provide all network, data, and power sufficient to drive network, computer, and display equipment. E. Installation Details Com-Net Software will install all software components on equipment provided by Aspen/Pitkin County Airport. Com-Net will be responsible for cut-over activities and system integration which will be conducted with minimal disruption to regular operations. Com-Net will provided user and administrative level training as part of integration activities. Com-Net understands that some of the MUFIDS replacement work to be conducted in sensitive in nature and may need to be performed overnight or during non-standard business hours. 2 PRICE QUOTE Co m ¦ N et Quote#: 72403010 Project: Aspen EclipsX 5.0 Proposal S O F T W A R E Recipient: Steve Schultz 3728 Benner Rd Phone: (970) 429-2858 Miamisburg, OH 45342 Account Rep: Todd G Lucius (TOIIFree)800-899-2638 Date: 8/16/2007 (Fax)937-859-7511 Pricing Detail Software Components Item Unit Extended EclipsX 5.0 Core Server Application 1 $31,500 $31,500 EclipsX 5.0 DDC Application 8 $368 $2,944 EclipsX to Web 1 $7,650 $7,650 Software Sub-total $42,094 Professional Services Item Q Unit Extended Project Management, Configuration, Installation, and Training 1 $7,451 $7,451 Professional Services Sub-total $7,451 Pricin Summa S stem Software $42,094 Professional Services $7,451 SUB-TOTAL $49,545 TAX SYSTEM TOTAL $49,545 Notes 1. Price does not include tax. 2. Price does not include direct airline interfaces. 3. Price assumes using existing hardware (servers and computers). 4. Price does not include Microsoft licensing. 5. Price includes 1 year software warranty. 6. Price includes on site installation and training. APPENDIX B WARRANTY, SERVICE. AND FUTURE PRICING A. Warranty and Services Afrer system acceptance, Com-Net Software will warrant the installed system hardware for one full year. Com-Net will provide 12 months of full software warranty. A full year of Help-Desk Support is also part of our warranty. Com-Net will include post-warranty remote maintenance support from date of system acceptance to include Help Desk support though out the term of the agreement. 24 x 7 Help Desk Frequently problems caused by operator error, power failures, or unique operating conditions that require in-depth knowledge of the Information Display System can be resolved quickly and efficiently with a phone cal] to our Help Desk Facility. Our Help Desk is fully staffed with trained, experienced Help Desk Analysts 24 hours a day, seven days a week. During non-business hours, critical/emergency calls receive a call back by a Help Desk Analyst within 1 hour. If a software problem occurs that cannot be resolved by a Help Desk Analyst, the problem is escalated to one of our Customer Service Engineers. The Customer Service Engineer will provide the necessary telephone support to assist your staff in diagnosing the problem and will define a course of action to resolve the problem. A Help Desk Analyst stays involved throughout the entire process and serves as your main point of contact until the problem is resolved. B. Service Response Definition Com-Net provides on-going services to maintain the MUFIDS equipment in an operational state and minimize downtime. On-site services for Com-Net provided hardware will be provided for one year during the warranty period. 1 APPENDIX C SYSTEM ACCEPTANCE Aspen/Pitkin County Airport Eclipsx 5.0 MUFIDS System Acceptance I. System Administration Classroom Training complete. 2. Operators Classroom Training complete. 3. Deliver all System passwords and all other site-specific information to ICT personnel. 4. Do all authorized airline users have access to the system? 5. Are all qualified and configured workstations accessing the system. 6. Display Location Acceptance (9 Locations) Location 1 / (To be noted as accepted) Is there Eclipsx flight information on the displays? Is the information correct to include Visual Paging? Comments: Corrective Actions: Location 2 / (To be noted as accented) Is there Eclipsx flight information on the display? Is the information correct to include Visual Paging? Comments: Corrective Actions: _ t APPENDIX C SYSTEM ACCEPTANCE Location 3 / (To be noted as accepted) Is there Eclipsx flight information on the display? Is the information correct to include Visual Paging? Comments: Corrective Actions: Location 4 / (To be noted as accepted) Is there Eclipsx flight information on the display? Is the information correct to include Visual Paging? Comments: Corrective Actions: _ Location 5 / (To be noted as accepted) Is there Eclipsx flight information on the display? Is the information correct to include Visual Paging? Comments: Corrective Actions: Location 6 / (To be noted as accepted) Is there Eclipsx flight information on the display? Is the information correct to include Visual Paging? Comments: Corrective Actions: 2 APPENDIX C SYSTEM ACCEPTANCE Location 7 / (To be noted as accented) is there Eclipsx flight information on the display? Is the information correct to include Visual Paging? Comments: Corrective Actions: Location 8 / (To be noted as accented) Is there Eclipsx flight information on the display? Is the information correct to include Visual Paging? Comments: Corrective Actions: ICT Signature: Date: Com-Net Signature: Date: 3