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HomeMy WebLinkAboutAir Transport IT Services - EASE and EASE FX - 2013-ñ.ç ^OU-z.otD-uloo: .9 IoOørlw !: Õ)oc) ti aß - s3/at/ail3/ IMPLEMENTATION AND SERVICES AGREEMENT FOR COMMON USE - EXTENDED AIRLINE SYSTEM ENVIRONMENT (EASE) and EASE-FX FIDS DISPLAYS FOR GATE EXPANSION This Agreement is made as of , 2013 (the "Effective Date") by and between (i) the City of Fresno, California ("Fresno"), at and for the Fresno Yosemite lnternational Airport ("FYl'), and (ii) Air-Transport lT Services, lnc., with offices at 5950 Hazeltine National Drive., Suite 210, Orlando, Florida 32822 ("AirlT"). AirlT desires to perform, and FYI desires to have AirlT perform Extended Airline System Environment ("EASE') and EASE-FX hardware and software implementation services as an independent contractor to Fresno at and for FYl. The Parties Therefore agree as follows: 1. Services 1.1 Performance. AirlT shall perform the EASE implementation services (the "Services") described in detail on Exhibit A to this Agreement ("Project Description"). 1.2 Pavment. As compensation for the performance of the Services, FYI will pay AirlT a lump sum price of $401.851.00 US at the time of issuance of Notice To Proceed ("NTP') for the deliverables stated in the Project Description. FYI will pay each such invoice in the normal course of business, generally within 30 days after its receipt. AirlT's charges include state sales tax but are exclusive of federal, municipal or other governmental excise, sales, value-added, use, personal property and occupational taxes, excises, withholding obligations and other levies, and the amount of all payments due hereunder is subject to an increase equal to the amount of any tax AirlT may be required to collect or pay in connection with the Services other than any tax on the net income of AirlT. 2. Relationship of Parties AirlT is an independent contractor and is not an agent or employee of, and has no authority to bind, FYI by contract or othenryise. AirlT will perform the Services under the general direction of FYl, but AirlT will determine, in AirlT's sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that AirlT shall at all times comply with applicable law. AirlT will report as income all compensation received by AirlT pursuant to this Agreement. 3. Confidentiallnformation ln connection with this Agreement, Fresno, FYI and its employees and agents may have access to private and confidential information owned or controlled by AirlT relating to equipment, apparatus, programs, software, specifications, drawings, pricing and other data. Similady, AirlT and its employees and agents may have access to private and confidential information owned or controlled by FYI relating to FYI's operations and its proprietary computer software. All such information acquired by either party under this Agreement through its employees or agents shall be and remain its owner's exclusive property, and the receiving party shall keep, and shall obligate its employees and agents to keep, any and all such information confidential and, subject to California statutes, shall not copy or disclose it to others without the owner's prior written approval, and shall return all tangible copies of such information to the owner promptly upon request Nothing herein shall limit either party's use or dissemination of information not actually derived from the other party or information which has been or subsequently is made public by the owner or with the owner's consent. Notwithstanding anything to the contrary herein, or in any exhibit, schedule, attachment, purchase order or any other agreement between the parties to the contrary, the parties agree that AirlT acknowledges that Fresno is subject to California statutes known as the "California Public Records Act" and that this Agreement and documents related thereto shall be a public record as defined therein. Any specific information that AirlT claims to be confidential ("Confidential lnformation") must be clearly -1- C.'rKnllorr,{iriT Kcilêri0uslorners'\Fro3rlô\Cûnlraiìt\{:ôntrâ01 fxtcnsìon 2013!qirlT (EASE} GATE {F:nal'; A3,20-2A1 identified as such by AirlT. To the extent consistent with California Law, Fresno shall maintain the confidentiality of all such information marked by AirlT as confidential. lf a request is made to view such Confidential lnformation, Fresno will notify AirlT of such request and the date that such records relating to the Confidential lnformation will be released to the requester unless AirlT obtains a court order enjoining such disclosure. lf AirlT fails to obtain that court order enjoining disclosure, Fresno will release the requested information on the date specified. Such release of any Confidential lnformation shall be deemed to be made with AirlT's consent and will not be deemed to be a violation of law or this Agreement. 4. Termination and Expiration 4.1 Breach. Either pafi may terminate this Agreement in the event of a breach by the other party of this Agreement if such breach continues uncured for a period of ten (10) days after written notice. ln the event this Agreement is terminated by FYI due to a breach of this Agreement by AirlT, FYI shall pay AirlT all amounts due and owing up until the date of such breach. 4.2 Termination for Convenience. FYI may terminate this Agreement, with or without cause, by giving not less than thirty (30) days prior written notice to the other party to this Agreement. FYI shall pay AirlT all amounts due and owing up until the date of Termination. 4.3 Expiration. Unless terminated earlier, this Agreement will expire five (5) years from system acceptance but no later than December 31,2018. 4.4 Svstem Acceptance. Acceptance is defined as the "Go-Live" date and the airport operating and realizing beneficial use of the EASE and EASE-FX system. Upon acceptance of the system, the Warranty and Support period begins. 4.5 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, each party will be released from all obligations to the other arising after the date of expiration or notice of termination, except that expiration or termination of this Agreement will not relieve either party of its rights or obligations under Sections 1.2, 3,5, and 6, nor will expiration or termination relieve either party of any liability arising from any breach of this Agreement. 4.6 Non-Approriation of Funds. Notwithstanding anything herein to the contrary, the obligations of FYI under this Agreement are subject to the availability of funds lawfully appropriated for its purposes and in the event funds are not available, this Agreement may be canceled without penalty by FYI by giving written notice of such cancellation to AirlT. Such cancellation of the Agreement will not be deemed to be a breach or default of this Agreement by Fresno or FYl. 5. General 5.1 Governinq Law: Severability. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws. lf any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect. Venue for litigation of this Agreement shall be in courts of competent jurisdiction located in Fresno County, California. 5.2 Notices. Any notices under this Agreement will be sent by certified or registered mail, return receipt requested, or be recognized express courier to the address specified below or such other address as the party specifies in writing. Such notices will be effective upon receipt as documented by the delivery medium. 5.3 Complete Understandino: Modification. This Agreement, together with Exhibit A, constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto. -t- 0:\KcllertAirlÎ KcilÊrì,C,.rslorile s\FrestÐ\C0ntraûl\Conirå0l Ëxlcnsron 20i3\AirlT (ñASf) GATE (Frna ) û3.2û-2013 doû 5.4 Personnel. AirlT shall, in its operation at FYI or any Fresno facility under this Agreement, employ or permit the employment of only such personnel as will assure a high standard of service to the public. ln the event AirlT's employees, agents, officers directors, or any other personnel are required to conduct any of the duties or obligations of AirlT as set forth herein at FYI or any other Fresno facility, all such personnel, while at FYI or Fresno facilities, shall be clean, neat in appearance, (with appropriate identification badge displaying no less than AirlT and employee name), and courteous at all times. AllAirlT personnel that enter FYI or any Fresno facility shall do so only in accordance with FYI's rules and regulations, and shall be covered under the AIRIT's insurance policies. Because of its status as an independent contractor, AirlT and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to Fresno employees. AirlT shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. ln addition, together with its other obligations under this Agreement, AirlT shall be solely responsible, indemnify, defend and save Fresno harmless from all matters relating to employment and tax withholding for and payment of AirlT 's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers' compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in Fresno employment benefits, entitlements, programs and/or funds offered employees of Fresno whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. lt is acknowledged that during the term of this Agreement, AirlT may be providing services to others unrelated to Fresno or to this Agreement. 6. Ownership of Documents. AirlT agrees that upon completion of the Services, ownership of deliverables, including copies of documents used in implementation, is as set forth in the License and Warranty Agreement. 7. lndemnification and lnsurance 7.1 General lndemnitv. AirlT including its employees, agents and subconsultants, shall hold harmless, indemnify, and defend Fresno and FYl, its directors, officers, employees, representatives, agents and volunteers against any and all claims, actions, losses, damages, injuries, liabilities, costs and expenses, of whatsoever kind or nature (including, but not by way of limitation, attorney's fees and court costs) arising out of injury (whether mental or corporeal) to any and all persons, including death, or damage to property, arising or alleged to have arisen directly or indirectly out of or incidental to AirlT's, its employees', agents', and/or subconsultants' performance of this Agreement or work performed thereunder. AirlT's obligations under this indemnification shall apply regardless of any form of negligence on the part of Fresno or any of its officers, officials, employees, agents, representatives or volunteers except in the cases that such Liabilities are caused by the sole or active negligence or willful misconduct. This indemnification is separate and apart from, and in no way limited by, any insurance provided pursuant to this Agreement or othenryise and shall survive the expiration or any termination of this Agreement. 7.2 lntellectual Propertv lndemnity. AirlT will, at its expense, indemnify, defend and hold harmless all claims, actions or proceedings against Fresno or any of its officers, officials, employees, representatives, agents or volunteers, based on any allegation that the Services, any product or deliverable generated by the Services, or any part of the Services, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right, and will pay all costs (including, but not limited to attorney's fees and court costs), damages, charges, and expenses charged to Fresno by reason thereof. Fresno will give AirlT written notice of any such claim, action or proceeding and, at the request and expense of AirlT, Fresno will provide AirlT with available information, assistance and authority for the defense at no expense to Fresno. This indemnification is separate and apart from, and in no way limited by, any insurance provided pursuant to this Agreement or otherwise and shall survive any termination of this Agreement. lf in any suit or proceeding, the Services, or any product or deliverable generated by the Services, is held to constitute an infringement and its use is permanently enjoined, AirlT shall, immediately, make every reasonable effort to secure for Fresno a license, authorizing the continued -3- C',Kcllerv\irl^f K(:iier',Üü$lûmors\Fresiô\Côntral,'t\Corltraû1 Exlcnsìon 2013'Ai.ll'(EASE) $ATt;(Frnâl)03-20-2013cioc use of the Service, product or deliverable. lf AirlT fails to secure such a license for Fresno, then AirlT shall replace the Service, product or deliverable with an equal or better, non-infringing Service, product or deliverable or modify such Service, product or deliverable in a way satisfactory to Fresno, so that the Service, product or deliverable is non-infringing. 7.3 lnsurance (a) Throughout the life of this Agreement, AirlT shall pay for and maintain in full force and effect all insurance as required in Exhibit B or as may be authorized in writing by Fresno 's Risk Manager or his/her designee at any time and in his/her sole discretion.(b) lf at any time during the life of the Agreement or any extension, AirlT or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to AirlT shall be withheld until notice is received by Fresno that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to Fresno. Any failure to maintain the required insurance shall be sufficient cause for Fresno to terminate this Agreement. No action taken by Fresno pursuant to this section shall in any way relieve AirlT of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by Fresno that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.(c) The fact that insurance is obtained by AirlT shall not be deemed to release or diminish the liability of AirlT, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify Fresno shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by AirlT. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of AirlT, its principals, officers, agents, employees, persons under the supervision of AirlT, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.(d) Upon request of Fresno, AirlT shall immediately furnish Fresno with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.(e) lf AirlT should subcontract all or any portion of the services to be performed under this Agreement, AirlT shall require each subcontractor to provide insurance protection in favor of Fresno and each of its officers, officials, employees, agents and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with AirlT and Fresno prior to the commencement of any services by the subcontractor. 7.4 Limitation of Liability ln no event shall either party be liable to the other party for loss of profits or indirect, special, incidental or consequential damages incurred by the other party and arising out of or in connection with this agreement. The total liability of AirlT to Fresno under this agreement, whether arising out of breach of contract (including but not limited to breach of warranty) or tort (including but not limited to negligence and strict liability), shall in no event exceed the total amount actually paid to AirlT by Fresno under this agreement. The limits set forth in this Section 7.4 shall not apply to: (a) the parties' respective indemnification obligations hereunder; (b) damages resulting from the breach by a party of its confidentiality obligations hereunder; or (c) the payment of amounts due AirlT from Fresno hereunder. -4- C:ìKêlle r\Aìr¡T KeileûCrìstômeìs\Fresrlc\OântrâL't\Oôntra01 Ëxlûnsìon 2ti3\.qidT (ËAl)t:) ßAT[ {F:nâl) 03-20-2013 dcc 8. Miscellaneous 8.1 Nondiscrimination. To the extent required by controlling federal, state and local law, AirlT shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, AirlT agrees as follows:(a) AirlT will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.(b) AirlT will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. AirlT shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to AirlT's employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. AIRIT agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.(c) AirlT will, in all solicitations or advertisements for employees placed by or on behalf of AirlT in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physicaldisability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.(d) AirlT will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of AirlT'S commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 8.2 Bindinq. Once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees and representatives. 8.3 Assiqnment.(a) This Agreement is personal to AirlT and there shall be no assignment by AirlT of its rights or obligations under this Agreement without the prior written approval of the City Manager or his/her designee. Any attempted assignment by AirlT, its successors or assigns, shall be null and void unless approved in writing by the City Manager or his/her designee.(b) AirlT hereby agrees not to assign the payment of any monies due AirlT from Fresno under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). Fresno retains the right to pay any and all monies due AirlT directly to AirlT. 8.4 Compliance With Law. ln providing the services required under this Agreement, AirlT shall at all times comply with all applicable laws of the United States, the State of California and City of Fresno, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 8.5 Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the -5- 0 \Kêll() rì,qìr'ï Koilôr\CilslÐrners\Fresrìô\Cûntrad\Contracl Extcnsìon 2c i3.Airl'f íãASE) GATE (Flnal) 03-20-2û13 doû same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 8.6 Headinqs. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement. 8.7 lnterpretation. The parties acknowledge that this Agreement in its final form is the result of the combined etforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meanrng. 8.8 Attornev's Fees. lf either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legalexpenses. 8.9 Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 8.10 Precedence of Documents. ln the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be nulland void.8.11 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 8.12 No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties. 8.13 Recvcling Program. ln the event AirlT maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, AirlT at its sole cost and expense shall:(i) lmmediately establish and maintain a viable and ongoing recycling program, approved by FYl.(ii) Cooperate with and demonstrate to the satisfaction of FYI the establishment of the recycling program in paragraph (i)above and the ongoing maintenance thereof. 8.14 Conflict of lnterest and Non-Solicitation.(a) Prior to Fresno 's execution of this Agreement, AirlT shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit G. During the term of this Agreement, AirlT shall have the obligation and duty to immediately notify Fresno in writing of any change to the information provided by AirlT in such statement.(b) AirlT shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 ol lhe -6- C \Kâilûr'.,AirlT Ke)ller\,tLrrlônrer$\Fresnô\CÕntrar-'t\Côrrlratt Exlcnsìcn 20i3\qidT (ËASh) GÂ'lE (F,1al) 03-20-2û33 cloL' Fresno Municipal Code (lneligibility to Compete). At any time, upon written request of Fresno, AirlT shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, AirlT and the respective subcontracto(s) are in full compliance with all laws and regulations. AirlT shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, AirlT shall immediately notify Fresno of these facts in writing(c) ln performing the work or services to be provided hereunder, AirlT shall not employ or retain the services of any person while such person either is employed by Fresno or is a member of any Fresno city council, commission, board, committee, or similar Fresno body. This requirement may be waived in writing by the Fresno's City Manager, if no actual or potential conflict is involved.(d) AirlT represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rig hts/benefits hereu nder.(e) Neither AirlT, nor any of AirlT 's subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. AirlT and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the Fresno's City Manager, in advance and in writing.(f) lf AirlT should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, AirlT shall include the provisions of this Section 9.14 in each subcontract and require its subcontractors to comply therewith.(g) This Section 9.14 shall survive expiration or termination of this Agreement. ilt lH -7- C.\Kelìùr\AìrlT l(eller\Cuslorners\Fr()srìô\Conlraûi\Côntraöt Exlônsìon 2013\ô,irlT (EASE) GATË (Frrâl) 03-20-2013 doc By By lN WITNESS WHEREOF, the parties day and year first above written. CITY OF FRESNO, a California Municipal Corporation City of Fresno - Airports Department ATTEST: WONNE SPENCE, CMC City have executed this Agreement at Fresno, California, the Air-Transport lT Services, I a Delware Corporation By: Name:B. Keller Title: President & COO (if corporation or LLC, Board or Pres.) Betros A. Wakim cEo (if corporation or LLC, CFO, Treasurer, Secretary or Assistant Secretary) CONSULTANT: Air-Transport lT Services, lnc. Attention: Chris Keller Executive Vice President and COO 5950 Hazeltine National Dr., Suite 210 Orlando, F|32822 Phone: (407) 3704664 FAX: (407) 3704657 slJsl3 Addresses: CITY: City of Fresno - Airports Department Attention: Kevin R. Meikle Director of Aviation, lnterim 4995 E. Clinton Way Fresno, C493727 Phone: (559) 621-4500 FAX: (559) 2514825 Attachments: Exhibit A - Project Description Exhibit B - lnsurance Requirements -8- C \KellervqìrlT Kc!lûr\Crrstcrners\Fresrro'rCcniraot\Conlract Extcnsron 2013\Airl-l (f:A$E) GATE (Frnâl) 03-20-2013 doL' Director of Aviation, lnterim APPROVED AS TO FORM: DOUGLAS T. SLOAN C. Abrams EXHIBIT A Project Descriotion This Project Description is issued under and subject to all of the terms and conditions of the lmplementation and Services Agreement dated as of lnternational Airport and AirlT. Overview , 2013 by and between the Fresno Yosemite AirlT shall provide and implement AirlT's proprietary Extended Airline System Environment (EASE) and EASE-FX hardware and software for the City of Fresno, California ("Fresno"), at the Gates at the Fresno Yosemite lnternational Airport ('FYl') and shall grant FYI a license to use the EASE and EASE-FX Sof[ware in accordance with the License and Warranty set forth in Attachment t hereto. Fresno Yosmite lnternational Airport Extended Airline System Environment (EASE) and EASE-FX lmplementation Scope of Services This document describes the requirements, assumptions, methodology, and fees to implement the EASE and EASE-FX systems for the Fresno Yosemite lnternational Airport (FYl). The AirlT software modules to be implemented are the Extended Airline System Environment (EASE) and EASE-FX software applications. Both the AirlT EASE and EASE-FX are "Commercial Off-the-shef' (COTS) software products that are standard at each AirlT client site for the release version. The implementation effort focuses on configuring the standard "COTS'software to meet FAT's unique needs and requirements. Statement of Work AiriT will design, furnish, install and support EASE and EASE-FX system that will be installed at FYI in Fresno, California. AirlT will provide the necessary software and hardware to implement these systems as defined in The System will include the following components: A. EASE Software B. EASE-FX Software Svstem Requirements This section specifies the deliverables for the EASE and EASE-FX system and related sub-systems. A. EASE and EASE-FX Primary and Standby Servers, server software, Rack and UPS B. Network Switches and network softwarec. FIDS LCD Displays (mounting devices) D. Media Players E. Professional Services, ie. Project Management, Engineering, installation and implementation, documentation and training. F. Hardware and Software Warranty for five (5) years. (Software Warranty included in Support and Maintenance Agreement) General Description A. This contract shall provide EASE head-end computer equipment, video display controllers, and other devices as necessary or specified herein. AirlT will coordinate with other contractors or airlines as required for a complete installation. EASE data will be routed over existing fiber optic and copper cabling provided by FYI or its contracto(s). B. AirlT shall be responsible for developing information display screens. Data shall be formatted to display text and or graphics as specified herein or directed by FYl. C. The system shall include equipment and appurtenances necessary for fully functional systems. D. The Contractor shall also supply all patch cabling, connectors, adapters, and termination equipment necessary to interconnect all system equipment including equipment located in the designated locations. E. AirlT will provide all the necessary Project Management and installation labor and services to make the system fully operational. F. AirlT will provide the following training services:a. Operator (End User) Trainingb. System Administration and Maintenance Training G. AirlT will provide a Five (5) year Software Warranty and the Manufacturers warranty on the equipment provided under the City of Fresno/AirlT "Support" Agreement. Proiect Fees The fixed price for the software and implementation services described in this scope of services is $401.851.00 US. Payment of implementation fees shall be payable within 30 days of receipt of invoice by FYI. Assumptions The following assumptions were used in the development of the Scope of Services and Fees for this project. 1) The system will be based on Commercial Off-The-Shelf (COTS) software. AirlT will configure the System to the meet the functional requirements of FYl.2) Each deliverable and/or project status report will require an acceptance and sign-off to indicate the completion of the process or task. Project completion may be signified when all of the deliverables in the contract are signed-otf and accepted.3) ln the interest of maintaining the project schedule, FYI will make a "Best Effort" to review, comment and sign off on deliverables and progress/status reports within three business days. Deliverables not returned with comments or rejected within five (5) business days are assumed to be acceptable. Delays caused by non-timely reviews will be managed through the scope change process.4) All scope changes must have Scope Change documentation and approval by FYI and AirlT executive management before being implemented. 5) Members of the AirlT-FYl team will be available in accordance with the project work plan. lf the unavailability of FYI staff causes delays in meeting scheduled task deliverables, FYI and AirlT agree to adjust the work plan accordingly. Such delays will be managed through the scope change process. 6) All project training will be held on-site at FYI facilities.7) FYI will provide office space and support facilities, communications and infrastructure dedicated to the project team, including:. Project Office Space. High-Speed lnternet access. Telephone & Service. Access to FAX Machine. Access to Photocopier. Secure storage and staging facilities. All badging to access post-security AOA work areas B) FYI will assign a project manager to facilitate the project, expedite project decisions, provide access to key personnel as required, and ensure management commitment to the implementation.9) AirlT will honor all holidays honored by AirlT or FYl. 10) AirlT is not responsible for providing or modifying millwork, cabinetry, or construction services. 1 1) AirlT is not responsible for any electrical work or network cabling. Detailed Proiect Gost / Bill of Material ITEM DESCRIPTION QTY UNIT UNIT sEtt PRICE TAX%TAXs TOTAT UN¡T SEtt PRICE TOTAL EXTENDED SEtt PRICE HEAD-END I Dell PowerEdge R4L0 Server 2 EA 3,823 8.23%3L4 4,t37 8.274 NETWORK 2 Cisco Catalyst 3750G-125 Switch L EA 7.800 8.23%642 8.442 8,442 Cisco Catalyst 3750G Smartnet L EA 1,327 8.23% 109 I,430 1,430 Proline Cisco GLC SX-MM 1000Base-SX SFP Module 20 EA 1_50 8.23%12 L62 3.240 Cisco Catalyst 2960 -24 Por| Switch 8 EA 3,125 8.23%257 3,382 27,056 Cisco Catalyst 2960 Smart Net 8 EA 236 8.23%L9 255 2,040 EASE HARDWARE 3 Dell OptiPlex 980 (3gHZlaGB- RAM/300G8-H D/Dual NlCs/4 Port Serial Card/XP Professional/VMWorkstation )26 EA L,750 8.23%L44 1,894 49,244 4 Access ATB 421 MDO lntegrated MS/OCR Kevboard 20 EA 850 8.23%70 920 18,400 5 Viditronix MAP Combo Printer (w/ burster & 3-bin stock cabinet)10 EA 3,233 8.23%266 3,499 34,990 6 Epson FX-8904 Dot Matrix Printer 10 EA 638 8.23o/o 52 690 6,900 7 Access 1D-2D Bar Code Boardins Gate Reader 8 EA 1,500 8.23%123 L,623 t2,984 8 Cisco 7940 VOIP Phone Set 8 EA 599 8.23%49 648 5,184 SPARE HARDWARE 9 Dell OptiPlex 980 (3gHZlaGB- RAM/300G8-HD/Dual N lcs/4 Port Serial Card/XP Professiona l/VMWorkstation )1 EA 1..750 8.23%t44 1,894 r,894 10 Access ATB 42L MDO lntegrated MS/OCR Keyboard t EA 850 8.23%70 920 920 !7 Viditronix MAP Combo Printer (no cabinet)1 EA 2,295 8.23%189 2,484 2,484 t2 Epson FX-8904 Dot Matrix Printer t EA 638 8.23%52 690 690 13 Access 1D-2D Bar Code Boardine Gate Reader L EA 1,500 8.23%t23 1,623 L,623 ITEM DESCRIPTION QTY UNIT UNIT sEtt PRICE TAJ(%TAXs TOTAT UNIT SEtT PRICE TOTAT EXTENDED SEtt PRICE AITIT SOFTWARE PROJECT MANAGEMENT 74 AirlT Project Management & Services 10 DAY 1.,400 0.00%1,40o 14,000 15 System Engineer - Configuration Services - Trainine 20 DAY 800 o.oo%800 16,000 L6 Travel Expense 20 DAY 600 0.00%600 12,000 Yl WARRANTIES & REMOTE SOFTWARE SUPPORT HEIP DESK T7 EASE Hardware Warranty - includes sÞares 0 EA 19,551 o.oo%19,551 18 EASE Software Warrantv 0 EA 9,375 o.oo%9,375 19 24x7 Help Desk - vl 0 EA 15,000 0.00%15,000 EASE TOTAT $ zzt,7gs.oo 20 EASE Hardware Warrantv - v2 1 EA 23,r38 o.oo%23,L38 23,138 27 EASE Software Warranty - y2 0 EA 9,656 o.oo%9,656 22 24x7 Help Desk - v2 0 EA 15,450 o.oo%15,450 TOTAT YR 2 23,L38 23 EASE Hardware Warranty - y3 t EA 23,832 0.00%23,832 23,832 24 EASE Software Warrantv - v3 0 EA 9,946 0.00%9,946 25 24x7 Helo Desk - v3 0 EA 15,9r4 0.00%L5,9t4 TOTAT YR 3 23,832 26 EASE Hardware Warranty - y4 1 EA 24,547 o.00%24,547 24.547 27 EASE Software Warrantv - v4 0 EA 10,244 0.00%r0,244 28 24x7 Helo Desk - v4 0 EA t6,391 0.00%L6,391 TOTAT YR 4 24,547 29 EASE Hardware Warranty - y5 L EA 25,284 o.oo%25,284 25,284 30 EASE Software Warranty - y5 0 EA 10,551 o.oo%10,551 31 24x7 Help Desk - v5 0 EA 16,883 o.o0%16,883 TOTAT YR 5 25,285 EASE-FX-.G|DS/V|DEO WAtt Displav Device 32 LG 47" LCD - 47VS1OMS-B t2 EA 1,288 8.23%L06 r,394 L6,728 32 LG 47WN30BR-B-47 LCD Displav (Video Wall)6 EA 2.561 8.23%217 2,772 t6,632 ITEM DESCRIPTION QTY UNIT UNIT SEtL PRICE TAX%TAXS TOTAT UNIT SE[t PRICE TOTAT EXTENDED SEtt PRICE Media Plaver 33 Dell OptiPlex 98O (3gHZ/acB- RAM/300G8-H D/Dua I N lCs/4 Port Serial Card/XP Professiona l/VMWorkstation)L2 EA 1,750 8.23%1,44 1,894 22,728 33 Video PC for Video Wall I EA 798 8.23%66 864 864 Mounting Bracket 34 Lucasey LCD Wall Mounting Hardware t2 EA 100 8.23%8 108 1,296 34 LG Display Mounting Hardware for Thin Line Bezel LCD 6 EA 186 8.23%15 201 1,206 Proiect Manasement 35 AirlT Project Management & Services 2 DAY 1,400 0.00%7,400 2,800 36 System Engineer - Configuration Services - Trainins 3 DAY 800 0.00%800 2,400 37 lnstallation Labor Per EASE Station - lnitial Deplovment t2 EA 800 0.o0%800 9,600 38 Travel Expense 5 DAY 600 O.OOo/o 600 3,000 GIDSTOTAT S 77,2s4.oo PRICING SUMMARY EASE IMPTEMENTATION 5 zzl,lgs.oo EASE & GIDS HARDWARE SUPPORT (5 YEAR WARRANTY)$ go,goz.oo EASE-FX/GrDS/V|DEO WArr S tt,zsc.oo TOTAT S 401,8s1.00 Exhibit B INSURANCE REQUIREMENTS Consultant Service Agreement between City of Fresno ("Fresno") and Air-Transport lT Services, lnc., ("AirlT") Vendor shall pay for and maintain in full force and effect all policies of insurance required hereunder with an insurance company(ies) either (i) admitted by the California lnsurance Commissioner to do business in the State of California and rated not less than "A-Vll" in Best's lnsurance Rating Guide, or (ii) authorized by City of Fresno's ("Fresno") Risk Manager or his/her designee. The following policies of insurance are required: (i) COMMERCIAL GENERAL LIABILITY insurance which shall be at least as broad as the most current version of lnsurance Services Office (lSO) form CG 00 01 and shall include insurance for "bodily injury", "property damage" and "personal and advertising injury", including premises and operation, products and completed operations and contractual liability with limits of liability of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage, $1,000,000 per occurrence for personal and advertising injury and $2,000,000 aggregate for products and completed operations. (ii) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at least as broad as the most current version of lnsurance Services Office (lSO) form CA 00 01 and shall include coverage for "any auto" with limits of liability of not less than $1,000,000 per accident for bodily and property damage. (iii) WORKERS' COMPENSATION insurance as required under the California Labor Code. (iv) PROFESIONAL LIABILITY (Errors and Omissions) lnsurance appropriate to the Vendor's profession, with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Vendor shall be responsible for payment of any deductibles contained in any insurance policies required hereunder and Vendor shall also be responsible for payment of any self-insured retentions. All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar day written notice by certified mail, return receipt requested, has been given to Fresno. Upon issuance by the insurer, broker or agent of a notice of cancellation, non-renewal or reduction in coverage or limits, Vendor shall furnish Fresno with a new certificate and applicable endorsements for such policy(ies). ln the event any policy(ies) are due to expire during the work to be conducted for Fresno, Vendor shall provide a new certificate and all applicable endorsements evidencing renewal of such policy(ies) not less than 15 calendar days prior to the expiration date of the expiring policy(ies). The General Liability and Automobile Liability insurance policies shall name Fresno, its officers, officials, employees, agents and authorized volunteers as an additional insured. Vendor's insurance shall be primary as respects to Fresno, its officers, officials, employees, agents and volunteers. Any insurance or self- insurance maintained by Fresno, its officers, officials, employees, agents and volunteers shall be excess of the Vendor's insurance and not contribute with it. Any Workers' Compensation insurance policy shall contain a waiver of subrogation as to Fresno, its otficers, otficials, employees, agents and authorized volunteers. Vendor shall have furnished Fresno with the certificate(s) and applicable endorsements for ALL required insurance seven (7) days prior to beginning the work for Fresno. Vendor shall furnish Fresno with copies of the actual policies upon the request of Fresno's Risk Manager or his/her designee and this requirement shall survive completion of the work required under the Emergency Purchase Order. lf at any time during the work to be conducted for Fresno, Vendor fails to maintain the required insurance in full force and effect, the work shall be discontinued immediately until notice is received by Fresno that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to Fresno. is written on a claims-made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by CONSULTANT. 2. lnsurance must be maintained and evidence of insurance must be provided for at least 5 years after any expiration or termination of the Agreement or, in the alternative, the policy shall be endorsed to provide not less than a S-year discovery period. 3. lf coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by CONSULTANT, CONSULTANT must purchase extended reporting coverage for a minimum of 5 years following the expiration or termination of the Agreement. 4. A copy of the claims reporting requirements must be submitted to Fresno for review. 5. These requirements shall survive expiration or termination of the Agreement. NOTE: The back of the certificate of insurance states, "lf the certificate holder is an Additionat lnsured, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement". The back of the certificate of insurance also states, ',lf SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies require an endorcement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s)." A certificate of insurance must be accompanied by the additional insured and/or waiver of subrogation endorsements. Exhibit C DISGLOSURE OF CONFLICT OF INTEREST Gonsultant Service Agreement between Gity of Fresno ("Fresno") Christopher B. Keller (name) Air-Transoort lT Services, lnc. (company) 5950 Hazeltine National Drive, 210 (address) Orlando, FL 32822 (city state zip) ! Additional page(s) attached. and Air-lT Services. lnc.. f"AirlT" YES*NO 1 Are vou currentlv in litiqation with the Citv of Fresno or anv of its aqents?tr X 2 Do you represent any firm, organization or person who is in litigation with the Citv of Fresno? tr X 3 Do you currently represent or perform work for any clients who do business with the Citv of Fresno? X 4 Are you or any of your principals, managers or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litiqation with the Citv of Fresno? n X 5 Are you or any of your principals, managers or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subiect matter of this service? X Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Proiect? n X * lf the answer to any question is yes, please explain in full below. Explanation: i^-,.t Page 1 of 1