HomeMy WebLinkAboutC2014-170 - 6/17/2014 - Approved GENERAL CONTRACT AGREEMENT
THIS GENERAL CONTRACT AGREEMENT (the "Agreement") is entered into and
effective as of ► 3 , 20 it( (the "Effective Date"), between INFAX, INC., a
Georgia corporation(tie "Contractor"), and City of Corpus Christi, a Texas home-rule municipal
corporation ("Owner") for the following project: Corpus Christi International Airport MUFIDS
upgrade (the "Project")
WHEREAS, the Owner wishes to engage the Contractor to perform certain work, and
Contractor wishes to accept such engagement, under the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
conditions contained in this Agreement and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Duties and Compensation. The Contractor will perform the services, duties and
responsibilities(the "Work") set forth in attached Schedule A. For the Work performed under this
Agreement, the Owner shall pay to Contractor compensation as set forth in attached Schedule B.
2. Term. Contractor's engagement under this Agreement will commence on the
Effective Date and will continue through the completion of the Work in connection with the Project
(as determined by the Owner), unless earlier terminated as provided in this Agreement.
3. Independent Contractor Relationship. Contractor's relationship with the Owner is
as an independent contractor and not an employee of the Owner. Nothing contained in this
Agreement is to be construed to imply that Contractor is an agent or employee of the Owner for
any purpose, including without limitation withholding for purposes of Social Security or income
taxes or entitlement to any insurance, retirement or other employee benefits offered by the Owner.
Owner shall have no right, power or authority to create any obligation, express or implied, or to
make any representation on behalf of the Contractor, except as may be expressly authorized in
writing from time to time by the Contractor, and then only to the extent of such authorization.
4. Restrictive Covenants.
(a) Confidential Information. For the purposes of this Agreement,
"Confidential Information" means any tangible or intangible proprietary or confidential
information or materials or trade secrets related to this Agreement and belonging to the Contractor
or Owner (whether disclosed orally, in writing, in electronic format or otherwise), including but
not limited to technical or non-technical data, formulas,patterns, compilations,programs, devices,
methods, techniques, drawings, processes, discoveries, developments, designs, financial data,
fmancial plans, product plans, technical documentation and specifications, and lists of actual or
potential customers or suppliers. Confidential Information also includes any information
described or designated as proprietary or confidential information, whether or not owned or
developed by the Contractor or Owner. Confidential Information does not include information
which: (a) is already known by Contractor at time of disclosure; (b) is or becomes, through no act
or fault of Contractor, publicly known; (c) is received by Contractor from a third party without a
restriction on disclosure or use; or(d) is independently developed by Contractor without reference
to the Confidential Information. During and after the term of this Agreement, Contractor shall
hold the Confidential Information in confidence and shall not disclose the Confidential
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Information to any third party, except to the extent required by a court or governmental agency
pursuant to a statute, regulation or valid order, nor use the Confidential Information for any
purpose other than as permitted in this Agreement. Upon request by the Contractor and in any
event upon termination of the engagement of Contractor with the Owner for any reason, Contractor
shall promptly deliver to the Owner all property belonging to the Contractor and Owner, including
without limitation all Confidential Information(and all physical embodiments of such information)
then in Contractor's custody, control or possession.
(b) Ownership of Work Product. All copyrights, trade secrets, trademarks,
service marks, or other intellectual property rights associated with any ideas, concepts,techniques,
processes or works of authorship developed or created by Contractor during the course of
performing Work on behalf of the Owner shall belong exclusively to the Contractor. Owner
automatically assigns to the Contractor, at the time of the creation of such material, all copyright
or other intellectual property rights in such materials.
(c) Enforcement and Damages. Owner acknowledges that all covenants
contained in this Section are made expressly for the benefit of the Contractor and for any subsidiary
or affiliate of the Contractor and may be enforced by the Contractor,any such subsidiary or affiliate
or any successor or assign. Owner acknowledges that there is no adequate remedy at law to redress
a breach or threatened breach of the covenants contained in this Section and therefore agrees that
the party seeking to enforce any of such provisions shall be entitled to an injunction or other
equitable relief against Owner restraining Owner from such breach, and Owner waives any claim
or defense that such enforcing party has an adequate remedy at law for any such breach;provided,
however, that nothing contained in this Agreement shall prohibit the Contractor or its successors
from pursuing any other remedies, including the recovery of damages.
5. Insurance.
(a) Scope. During the term of this Agreement, Contractor shall maintain
comprehensive general liability insurance (written on an occurrence basis) that covers bodily
injury (including death) and property damage, in a combined single limit of not less than one
million dollars ($1,000,000.00). This policy shall include: (i) coverage for products liability and
blanket contractual liability applicable to this Agreement naming the Owner as an additional
insured; and (ii) workers' compensation and disability insurance and any other legally required
insurance covering all individuals engaged in the performance of Work pursuant to this
Agreement, in conformance with the requirements of the laws of the State of Texas and any other
applicable state.
(b) Requirements and Proof of Insurance. All of the insurance policies required
under this Section shall be underwritten by insurers having a Best's Rating of A and Financial Size
Category of VIII or higher, or by such other insurers as shall be acceptable to the Owner in its sole
discretion. In addition,a certificate of the issuance of each such insurance policy shall be delivered
to the Owner prior to the commencement of performance of any Work. Such certificate shall
contain an agreement by the insurance company issuing the policy that the policy will not be
canceled, terminated or modified without thirty (30) days' prior written notice to the Owner. At
least two weeks prior to the expiration of the original policy or any renewal thereof, a new
certificate of the renewal of such insurance shall be delivered to the Owner.
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6. Compliance with Laws. Contractor shall secure any and all permits, licenses and
approvals that may be required in order to perform the Work, shall exercise full and complete
authority over Contractor's personnel, shall comply with all workers' compensation, employer's
liability and all other federal, state, county, and municipal laws, ordinances, rules and regulations
required of an employer performing services such as the Work, and shall make all reports and
remit all withholdings or other deductions from the compensation paid to Contractor's personnel
as may be required by any federal, state, county, or municipal law, ordinance, rule, or regulation.
7. Termination.
(a) General. Contractor and the Owner shall have the right to terminate this
Agreement at any time by mutual agreement in writing. In the absence of a mutual agreement,
either Contractor or the Owner may terminate this Agreement at any time by giving ten(10) days'
written notice to the other party.
8. Liability; Indemnification. Because of its independent status, Contractor is solely
and completely accountable for the Work,and the Owner shall have no liability whatsoever to any
party for such Work provided by Contractor. Contractor agrees to indemnify, defend and hold the
Owner harmless from and against any and all losses, liabilities, damages, claims, demands, suits,
actions and/or judgments, and all costs and expenses (including attorneys' fees): (a) based upon or
arising out of damage to property or injury (including death) to any person caused by any act or
omission of Contractor or any of Contractor's agents, employees, sub-contractors or
representatives; (b) sustained in connection with the performance of the Work under this
Agreement; (c) based upon or arising from the failure by Contractor to carry out its obligations
under this Agreement, including without limitation Contractor's failure to provide the required
insurance; or (d) from any unauthorized disclosure of all or part of the Confidential Information
by Contractor or any of Contractor's agents,employees, sub-contractors or representatives. Except
to the extent allowed by the laws of the State of Texas, the Owner shall not indemnify Contractor
for any liability incurred by Contractor or any of Contractor's agents, employees, contractors or
representatives. THE Owner SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,
SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT.
9. Miscellaneous.
(a) Entire Agreement. This Agreement (including all Schedules), as amended
from time to time in accordance with its terms, contains the entire agreement, and supersedes all
prior discussions, understandings and agreements, between the parties with respect to its subject
matter.
(b) Amendment. This Agreement may be amended or modified only in a
writing signed by the parties.
(c) Governing Law. This Agreement is to be governed by and interpreted under
the substantive laws of the State of Georgia, without regard to conflicts of law principles.
(d) Notices. All communications, notices and disclosures required or permitted
by this Agreement shall be in writing and shall be deemed to have been given when delivered
personally or by messenger or by overnight delivery service, or when mailed by registered or
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certified United States mail, postage prepaid, return receipt requested, or when received via
facsimile or other electronic transmission, addressed as follows:
To Owner:
City of Corpus Christi
c/o Corpus Christi International Airport
1000 International Drive
Corpus Christi, TX 78406
Attn.: Director of Aviation
Telephone: 361-289-0171
Facsimile: 361-289-0251
E-mail: freds @cctexas.com
To Contractor:
Infax, Inc.
4250 River Green Parkway, Suite D
Duluth, GA 30096
Attn.: Daniel L. McWilliams
Telephone: 770-209-9925
Facsimile: 770-209-0671
E-mail: dmcwilliams @infax.com
(e) Binding Agreement. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors, representatives and permitted assigns.
(0 Headings; Gender; Number. The headings in this Agreement are inserted
for convenience and identification only and are in no way intended to describe, interpret, define,
or limit the scope, extent or intent of this Agreement or any of its provisions. For purposes of this
Agreement, when the context so requires,the masculine, feminine and neuter genders may be used
interchangeably and the singular may include the plural and vice versa.
(g) Assignment. The parties acknowledge that this Agreement has been entered
into as a result of, among other things, the special skills of Contractor, and agree that this
Agreement may not be assigned or transferred by Contractor, in whole or in part, without the prior
written consent of the Owner. The Owner will have the right, in its sole discretion, to assign or to
delegate any or all of its rights or obligations under this Agreement to any person or entity,
including without limitation an affiliate of the Owner, without obtaining the consent of Contractor;
provided, however, that the Company will not be relieved of any of its obligations by such
assignment.
(h) Severability. The provisions of this Agreement are deemed by the parties to
be severable, and the invalidity or unenforceability of any one or more of the provisions of this
Agreement will not affect the validity or enforceability of any other provision.
(i) Waiver. No failure on the part of any party to exercise, and no delay by any
party in exercising, any right, power or remedy under this Agreement shall operate as a waiver
thereof,nor shall any single or partial exercise of any right,power or remedy by any party preclude
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any other or further exercise of it or the exercise by that party of any other right, power or remedy.
No express waiver or assent by any party to any breach of or default in any term or condition of
this Agreement by the other party on one occasion shall constitute a waiver of or an assent to any
succeeding breach of or default in the same or any other term or condition.
(j) Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original but all of which taken together shall constitute one and
the same instrument. Facsimile and electronic executions and deliveries shall have the full force
and effect of original signatures.
[SIGNATURES APPEAR ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
Effective Date.
CONTRACTOR:
Infax, Inc.
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Owner:
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Schedule A
Work
Description of Work
• MUFIDS system upgrade, as detailed on attached Infax quote number CRP2421(4).
Work Schedule and Timing
• Contractor shall not deliver any materials to the Project site or commence the Work until
notified by the Owner to do so.
• The days and hours of Contractor's performance and the specific manner by which the
Work are performed by Contractor are solely within the discretion of Contractor, as long
as they are consistent with the Owner's general standards with respect to such Work and
any particular Owner requirements.
Contract Term
• Project is expected to be completed in 90 days from receipt of signed contract.
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Schedule B
Compensation
The Owner agrees to compensate Contractor as follows:
• Contractor shall receive $138,348.00. This price includes sales tax,which was erroneously
listed as excluded in Contractor's quote letter.
• All amounts due and payable to Contractor pursuant to this Schedule B shall be paid 30 days
from date of invoice. These payment terms shall control, even though they may not be
consistent with Contractor's quote letter.
• Upon termination of this Agreement prior to the completion of the Work for any reason,
Contractor shall only be entitled to amounts earned through the date of termination.
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C F Dulu River Georgia 30 Green Parkway•Suite D
Duluth 096
April 24, 2014
Mr. Aaron Rose
Moye I.T. Consulting, LLC
1255 Corporate Drive, Suite 100
Irving, TX 75038
RE: Price Quotation for Infax WinFIDS® Application Suite
Dear Mr. Rose,
Infax, Inc. is pleased to offer this price quotation for an upgrade to the current flight
information display system at Corpus Christi International Airport. We appreciate your
interest in our WinFIDS7® Application Suite and look forward to working with you on this
project. Please note that this quotation will expire July 1, 2014. Please contact me if you have
any questions.
Sincerely,
U Ili
Danielle King
Transportation Account Executive
(678)533-4017
dking @infax.com
cc: Mike Davis
CRP2421(4)
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Corpus Christi International Airport
Multi-User Flight Information Display System Scope of Work
Infax, Inc. will provide the following equipment and services for this project:
MUFIDS Hardware:
• Provide, configure, and install two (2) rack-mount MUFIDS system servers configured for
primary-secondary backup
• Provide, configure, and install twenty-five (25) 40-inch LED flat panel monitors
• Provide, configure, and install four (4) 55-inch LED flat panel monitors
• Provide, configure, and install twenty-nine (29) digital display players
• Provide, configure, and install five (5) Workstations
• Provide, configure, and install two (2)touch screen Baggage Claim Input devices
FIDS System Software
• Provide, configure, and install Microsoft Server 2012 and SQL 2012
• Provide, configure, and install Infax WinFIDS® application software suite
• Provide, configure, and install Engage ad manager and Composer page creator software
• Provide, configure, and install Infax WinFIDS Digital Display Controller Licenses (DDC)
• Provide, configure, and install Infax WinFIDS Bag Claim Input Controller Licenses
• Provide, configure, and install Infax WinFIDS Airline Workstation Licenses
• Provide, configure, and install interface to FAA ASDI flight information data feed for
real-time arrival and departure information
• Provide, configure and deliver XML, Flat File or similar to Airport Web Developer for
display for real-time flight information on airport website.
• Provide, configure, and implement a mobile website utilizing a graphical interface.
• Provide weather forecast and map integration
Installation, Training and Project Management Services
• Provide on-site project management services and product submittals
• Provide on-site user and administrator training as per specification
• Provide software configuration and setup of devices
• Provide all travel and site expenses for Infax employees
• Basic one year support agreement included
• Provide freight and insurance for shipment of products to project site
Total Price: $138,348.00
Sales Tax: $ 7,725.80
System Total: $146,073.80
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2907788-000001 1/8/2009
• Total base price includes an Infax one year basic system support agreement.
• Infax provided hardware will be covered under the manufacturer's warranty.
Add Alternate for Infax XML Feeds:
- Direct airline feeds for Southwest, United and American Eagle including the interface set
up fee in the Infax Data Center and are provided for no additional charge in the base
quote. Airline data will be transmitted from the Infax Data Center to the MUFIDS servers
located at the airport site.
- If a system support agreement is purchased after the first year, these direct feeds would
remain as is for no additional charge.
- If a system support agreement is not purchased after the first year, the direct feeds will be
invoiced at $200.00 per month(total for all three data feeds).
FAA ASDI Monthly fee after the first year: $360.00
Accuweather Mapping and XML data monthly fee after the first year: $ 150.00
Terms & Conditions:
► Payment terms Net 30 days from shipment
► Hardware and Software to be invoiced as shipped. Installation will be invoiced upon completion
or monthly
► Quotation is subject to change based on any modifications to the scope of work
► Infax provided hardware is covered under the manufacturer's warranty.
► Project completion: 60-90 days after receipt of order
Exclusions:
► Server rack
► Monitor Mounts
► Installation of Monitor Mounts
► Custom millwork or cabinetry including free standing structure and framework
► Electrical, conduit and data cabling
• Network Equipment (switches, routers, etc.)
Applicable sales and use taxes. Sales tax will be invoiced if sales tax exemption
certificate is not provided.
Payment and Performance Bond
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