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HomeMy WebLinkAboutResolution - 2005-R0380 - Contract - Service Systems Inc.- Surface Sensor System Upgrade - 08/25/2005Resolution No. 2005-80380 August 25, 2005 Item 35 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a sole source Contract for runway surface sensor system upgrade, by and between the City of Lubbock and Service Systems, Inc.. of St. Louis, Mo., and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 25th ATTEST: Rebecca Garza, City Secretary AS TO CONTENT: Loomis, Director of Aviation CillL,%IKemel"V Joh . Knight, Assist ity- A orney gs/ccdocs/res-Contract-runway surface upgrade July 18, 2005 day of 2005. UUAL, MAYOR ('t"InITRAC'T NO 16286 SSI`' SERVICE AGREEMENT Resolution No. 2005-RO380 This Service Agreement (hereinafter "Agreement') is entered into this 28`' day of July, 2005 by and between Surface Systems, Inc. a Missouri corporation (hereinafter "SSP') and Lubbock Preston Smith Airport (hereinafter "Customer"). WHEREAS, Customer is using certain sensing equipment, computer equipment, computer software and other equipment manufactured or provided by SSI, including the SCAN® System, and WHEREAS, Customer recognizes that the equipment purchased from SSI will experience breakdowns during the course of its continued use and that SSI is uniquely qualified to service said equipment, and WHEREAS, Customer wishes SSI to provide service and/or support on the equipment and software listed on Attachment A, as the need for such service and support is required, and provide telephone support for the use and support of such equipment and software, and WHEREAS, SSI is willing to provide such service and or support on the equipment. NOW, THEREFORE, in consideration of the premises, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SSI and the Customer agrees as follows: 1.0 DEFINITIONS - The following terns shall have the following meaning: 1.1 "Equipment' shall include the following components: 1.1.1 "Sensing Devices" shall mean devices, including Sensors as defined in 1.1.2 below, supplied by SSI which collect, observe or measure Site Specific Information. 1.1.2 "Sensor or Sensors" shall mean roadway and/or runway surface sensors, sub -surface temperature probes, and the cable supplied attached to said surface sensors and sub -surface temperature probes, supplied by SSI 1.1.3 "RPU" shall mean Remote Processing Units supplied by SSI for collection, processing and transmission of input from the Sensing Devices and from sensors or devices provided by Customer or third parties. 1.1.4 "Hardware" shall mean computer hardware and peripherals supplied by SSI, including central processing units and/or servers ("CPU"), for the collection, transmission, processing, storage, dissemination and display of input from the Sending Devices and from sensors or devices provided by Customer or third parties. 1.2 "Software" shall mean SSI proprietary software, and all related documentation, in any way related to the function or operation of the System, including but not limited to all programs and all algorithms consisting of instructions embodied in machine readable form, in Read Only Memory or any other data storage media. Software shall not include any source or object code for the System 1.3 "System" shall mean all Equipment and Software. 1.4 "Site Specific Information" shall mean all atmospheric, pavement surface, sub -surface and other parameters which can be measured or sensed by the Sensing Devices, and sensors or devices provided by Customer or third parties. 2.0 SCOPE -Subject to the terms and conditions contained herein, SST hereby agrees to provide replacement equipment/parts, and/or on-site maintenance and repair of the System, for the Equipment and Software listed on Attachment A hereto, to return the System to normal operating order ("Service"), if the System is installed, used and maintained in accordance with specifications and instructions provided by SSI to the Customer. 3.0 TERM — "Commissioning Date" shall mean the date on which an SSI technician made the System operational and put the System in service. Service provided pursuant to this Agreement will be for a period of one (1) year and this Agreement shall begin twelve (12) months from the Commissioning Date, and this Agreement will terminate twenty four (24) months from the Commissioning Date.. 4.0 FEE FOR SERVICE - Simultaneously with the execution of this Agreement, the Customer agrees to pay to SSI in U.S. Dollars at the beginning of each Agreement year the following amount $6,503.64. SSI and SCAN are Registered Trademarks of Surface Systems, Inc. SURFACE SYSTEMS, INC. 11612 Lilburn Park Road St. Louis, Md 63146 Telephone 1-800-325-7226 (314) 5694002 I 000B_97 1. SSI" SERVICE AGREEMENT 5.0 SERVICE - SSI's obligation under this Agreement shall be limited to the following: 5.1 This Agreement includes all expenses and costs incurred by SSI to return the SSI provided System to normal operating order. This includes all SSI supplied labor, equipment, parts, materials, travel, lodging, meals and shipping. SSI reserves the right to charge or invoice the Customer, at its standard time and material rates for labor, travel and other expenses, incurred by SSI to locate and/or correct a problem which was caused by inoperative commercial power, telephone Iines, Customer, or third party provided communications media or equipment, or any items referred to in Section 11.0. If authorized, SSI will act as Customer's agent in contacting local utilities (telephone and electrical companies) when troubleshooting service interruptions at RPU's at all Customer locations covered under this Agreement. 5.2 Upon agreement with the Customer, SSI may provide the Customer with replacement parts for the Equipment or replacement Equipment, and the Customer shall be responsible for its installation or replacement. Customer shall return the replaced System components to SSI within 30 days. Should SSI not receive the replaced System components within 30 days, SSI will invoice the Customer for the amount of the replacement System component. 5.3 SSI may provide reconditioned Equipment if, in BSI's opinion, the reconditioned Equipment is equal in performance to the original SSI Equipment provided. 5.4 SSI may replace parts and Equipment on an exchange basis if such parts and Equipment are new, or in SSI's judgment, equivalent to new in performance. 5.5 SSI may recondition, at its option and at its cost, all or any part of the Equipment which, in SSI's reasonable opinion, cannot be properly or economically repaired at Customer's location(s) due to excessive wear or deterioration. 5.6 For the term of this Agreement SSI will provide the Customer with unlimited toll free telephone access to the SSI Customer Service Department. 5.7 For the term of this Agreement SSI, at its discretion, will attempt to access the System by phone, provided a phone line is installed pursuant to paragraph 10.3, to verify proper operation of the Equipment as can be determined by such access. 6.0 SENSORS - For the tern of this Agreement, SSI will replace any Sensor that was originally installed in accordance with the SSI installation manual, specifications and drawings, if the Sensor failed due to defects in material and workmanship, and the Customer agrees to provide assistance as requested by the SSI field service personnel in the replace of the Sensor. 6.1 The Sensor will not be covered under this Agreement if the sensor fails due to: 6. 1.1 Abnormal physical wear to the sensor. 6.1.2 Sensor installation which was not in accordance with the SSI installation manual, specification drawings. 6.1.3 Attempts to remove, re -install or change the physical location of the Sensor. 6.1.4 Visible or non-visible damage caused by acts of God, including, but not limited to, lighnting, shifting of the earth, other natural disaster. 6.1.5 Visible or non-visible damaged caused by acts, accidental or intentional, of man or machinery. 6.1.6 Failure of the Customer to properly maintain the pavement in which the Sensor is installed including, but not limited to, repairing cracks around the Sensor and cable saw kerfs. 6.2 The replacement of Sensors requires the appropriate weather conditions. SSI will not replace Sensors when the appropriate weather conditions do not exist. The replacement of Sensors by SSI is contingent upon the Customer providing traffic control/safety work zones, bucket and/or snooper trucks to enable SSI personnel to gain access to the Sensor, its attached cable and any cable splices. 7.0 PREVENTATIVE MAINTENANCE - This Agreement includes an annual preventative maintenance on the Equipment that requires preventive maintenance. SSI will perform preventative maintenance on a mutually agreed upon time, or coincident with on-site service. 8.0 PRINCIPLE PERIOD OF MAINTENANCE - The Service to be provided under this Agreement will be provided between the hours of 8:00 a.m. and 6:00 p.m. Monday through Friday, excluding legal holidays (the Principal Period of Maintenance ("PPM")). 8.1. Service provided outside of the PPM will be billed at a rate of $50.04/hour for travel and labor. 8.2 For Service commencing during the PPM but continuing outside the PFM, labor will be billed at a rate of $50.00/11our, but travel will not be billed. SURFACE SYSTEMS, INC. 11612 Lilburn Park Road St. Louis, MO 63146 Telephone 1-840-325-7226 (314) 569-1002 1000B 97 2 SSI" SERVICE AGREEMENT 9.0 RESPONSE TIME -After a request for Service, SSI will make a best effort attempt to return the System to normal operating order within five (5) working days. Customer and SSI recognize access for the replacement of Sensing Devices may require lane/runway closure/traffic control, and that such replacement can only be performed under certain types of weather conditions. These conditions will be taken into account when correcting problems with Sensing Devices which are installed in the ground. 10.0 CUSTOMER OBLIGATIONS - The Customer shall assist SSI in location of any defects by ascertaining the proper operation of Customer or third party supplied equipment, including, without limitations. all sensing devices, commercial power, telephone lines, communication media or equipment and services, all locations of the System. 10.1 Upon notification by the Customer of the existence of a defect in the System, the Customer and SSI will use reasonable best efforts to diagnose the defect. At SSI's request, Customer may assist with such diagnosis by performing tasks including, but not limited to, resetting System components, visually observing indicators, starting diagnostic programs. 10.2 When SSI provides service personnel for on-site Service the Customer will provided at its own expense: 10.2.1 Reasonable access to the System as requested by the service personnel, including timely access and/or escorts into security or otherwise restricted areas where the System is located. If the System is located where reasonable access cannot be gained by normal means, Customer agrees to provide a means, equipment or personnel to access the System and/or provide assistance to SSI personnel to Service the System. 10.2.2 Adequate working space and facilities for the service personnel, that are within a reasonable distance from the System to be serviced.. 10.2.3 Machinery or equipment (i.e. bucket truck, snooper truck, etc.) traffic control, andlor assistance or escorts to permit SSI to perform Service where SSI considers it unsafe for an individual to work unaccompanied, including, but not limited to, airfields, buildings, towers, roadways with vehicle traffic, on or inside or under bridges. 10.2.4 Other reasonable information, assistance and machinery as requested by the service personnel. 10.3 The Customer agrees, for the term of this Agreement, to install and maintain the monthly costs of a standard telephone line(s) at the System's CPU(s) location(s). The telephone line(s) provided are for the exclusive use of SSI to access and Service the System. If the Customer fails to install or maintain the telephone line(s), Customer agrees to pay the additional annual fee of $2,600.00. 10.4 Should SSI provide replacement parts for the Customer to install, Customer shall return the replaced System components to SSI within 30 days. Should SSI not receive the replaced System components within 30 days, SSI will invoice the Customer for the amount of the replacement System components. 11.0 LIMITATIONS - The Service provided herein does not include any of the following: 11.1 Electrical or communications work or equipment external to the SSI provided System. 11.2 Any equipment, software, accessories, attachments, or other devices which are not listed on "Attachment A" hereto. 11.3 Any Service, equipment or replacement parts necessary because of relocation of the SSI provided Equipment covered under this Agreement. 11.4 Service caused by Customer deleting, damaging or altering any Software required for the System to function or operate. 11.5 Service, Equipment or replacement parts necessitated by visible or non-visible damage caused by acts of God, including, but not limited to, lightning, wind, flooding, avalanches and shifting of the earth. 11.6 Service, Equipment or replacement parts necessitated by visible or non-visible damaged caused by acts, accidental or intentional, of man or machinery. 11.7 Installation work or System components or problems related to or resulting from the installation of the System components. 11.8 Communication media or radio paths that are, or have become, noisy or affected by interference of any kind, which cause unreliable communication due to factors other than the performance or function of the SSI provided System. 11.9 SSI provided Equipment and Software which has been altered, operated or maintained in a manner not approved by SSI, or which has been damaged through negligence, accident or misuse. 11.10 Service will not be provided if, in the opinion of SSI, it is unsafe or impractical to render such Service because of alterations in the SSI provided Equipment or Software or connection of the SSI provided Equipment or Software by SURFACE SYSTEMS, INC. 11612 Lilburn Park Road St. Louis, MO 63146 Telephone 1-800-325-7226 (314) 569-1002 100013_97 SSI-' SERVICE AGREEMENT mechanical or electrical means to equipment or devices furnished by persons other than SSI, unless the connection is approved in writing in advance by SSI. SSI shall not be obligated to provide Service on any SSI provided Equipment or Software which, in SSI's opinion, are located in unsafe or hazardous environments, or when weather or other conditions make servicing the Equipment unsafe. 11.11 Sensor extension cable or splices, or repairs to said cable or splices made by persons or entities other than SSI. 11.12 The cost of replacement solar or uninterruptible power supply batteries, or the costs or equipment associated with the installation of such replacement batteries, or the disposal of old batteries. 11.13 The periodic or frequent cleaning of optical Sensing Device optics or lenses which may be required to maintain the full function and proper operation of optical Sensing Devices. 12.0 DELAYED PERFORMANCE - If performance by either party of any of its obligations under this Agreement is delayed due to any cause beyond its reasonable control, such delay shall be excused if the party whose performance is so delayed promptly notifies the other party of the cause of such delay and uses its best efforts to remove or to avoid the cause of such delay and to resume its performance of its obligations hereunder as soon as possible after the cause of the delay has been remedied. 13.0 WARRANTIES - Any SSI provided Service and Equipment repaired or replaced under this Agreement will be warranted against defects in material and workmanship for the balance of the Agreement period. 13.1 SSI makes no warranty that the SST provided System will provide either uninterrupted or error -free data. 13.2 EXCEPT FOR THE EXPRESSED WARRANTIES SET FORTH IN THIS AGREEMENT SSI MAKES NO OTHER WARRANTIES EXPRESSED, OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO ANY EQUIPMENT, SOFTWARE, DOCUMENTATION, SYSTEM PROVED DATA, SITE SPECIFIC INFORMATION, ANY SERVICE OR SUPPORT OR TECHNICAL ASSISTANCE OR ANY OTHER ITEM DELIVERED BY SSI. SSI shall not be liable for, and Customer assumes responsibility for, any and all personal injury and property damage resulting from the System. 13.3 Representations or warranties that are inconsistent with this Warranty, made by persons including employees or representatives of Surface Systems, Inc. shall not be binding on Surface Systems, Inc. The period of limitations for any cause of action arising out of, base upon or relating to the System or Service is hereby reduced to and shall be a period of one year after such cause of action occurs. 14.0 Liability. In no event shall SSI, its officers, agents or employees be liable to Customer for loss of profit, or for indirect, special or consequential damages, arising out of any Service provided by SSI or the breach of this Agreement or of any of the terms, conditions or covenants of or representations or warranties under this Agreement, 15.0 INSURANCE 15.1 General Liability: Contractor's insurance shall contain broad form contractual liability with a combined single limit of a minimum of $500,000 each occurrence and in the aggregate and shall include the following: 15.1.1 Bodily Injury and Property Damage 15.1.2 Broad Form Contractual Liability 15.1.3 Personal Injury and Advertising Injury 15.1.4 Fire Legal Liability 15.1.5 Products and Completed Operations 15.2 Business Automobile Liability: Contractor's insurance shall contain a combined single limit of at least $500,000 per occurrence, and include coverage for but not limited to the following: 15.2.1 Bodily injury and Property Damage 15.2.2 Any and all vehicles owned, used or hired 15.3 Workers' Compensation and Employers Liability Insurance: SURFACE SYSTEMS, INC. 11612 Lilbum Park Road St. Louis, MO 63146 Telephone 1-800-325-7226 (314) 569-1002 1000B 97 4 SSIO SERVICE AGREEMENT Contractor shall elect to obtain workers' compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Contractor shall maintain said coverage throughout the term of this Agreement and shall comply with all provision of Title 5 of the Texas Labor Code to ensure that the Contractor maintains said coverage. Any termination of workers' compensation insurance coverage by Contractor or any cancellation or non -renewal of workers' compensation insurance coverage for the Contractor shall be a material breach of this contract. The contractor may maintain Occupational Accident and Disability Insurance in lieu of Workers' Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. 15.4 Employer's Liability with limits of at leaset $500,000 each accident, $500,000 by disease policy limit, and $500,000 by disease each employee shall also be obtained and maintained throughout the term of this Agreement. 15.5 Other Insurance Requirements: Contractor agrees to waive its right of recovery against City of Lubbock for all claims and suits against City of Lubbock, which are or may be covered by the above-described insurance coverages. In addition, its insurers, through policy endorsement, waive their right of subrogation against City of Lubbock for all claims and suits. The certificate of insurance must reflect waiver of subrogation endorsement. Contractor further waives its right of recovery and its insurers also waive their right of subrogation against City of Lubbock for loss of its owned or leased property or property under its care, custody, or control. 15.6 Contractor's insurance policies (except Professional Liability and Workers' Compensation) through policy endorsement must include wording, which states that the policy shall be primary and non-contributory with respect to any insurance carried by City of Lubbock. The certificate of insurance described below must reflect that the above wording is included in evidenced policies. 15.7 All policies required above (excluding Workers' Compensation and Professional Liability) shall include a severability of interest endorsement and shall name the City of Lubbock as an additional insured with respect to work performed under this Agreement. Severability of interest naming City of Lubbock as an additional insured shall be indicated on the certificate of insurance described below. 15.8 Contractor shall provide a Certificate of Insurance to the City of Lubbock as evidence of the required insurance coverage. The Certificate will provide 30 days notice of cancellation. A copy of the required endorsements and waivers of subrogation shall be included in the certificate. 16.0 NOTICES - Any notice required or permitted by this Agreement to be given to the parties hereto will be deemed to have been duly given if in writing and delivered personally or mailed by first class, registered or certified mail, postage prepaid at the address on the signature page of this Agreement. SURFACE SYSTEMS, INC. 11612 Lilburn Park Road St. Louis, MO 63146 Telephone 1-800-325-7226 (314) 569-1002 1000B_97 A SSI' SERVICE AGREEMENT 17.0 MISCELLANEOUS - The following miscellaneous provisions shall be a part of the Agreement between the parties: 17.1 All claims for Service shall be made prior to the expiration of this Agreement. SSI will honor all claims made during the term of the Agreement, even if the Service is provided after the expiration of this Agreement. 17.2 The provision of any Service to Customer which SST is not obligated to provide under this Agreement shall not constitute an alteration or waiver of the terms of this Agreement. 17.3 This Agreement is not assignable by the Customer without prior written consent of SSI. 17.4 This Agreement can be modified only by a written agreement duly signed by persons authorized to sign agreements on behalf of the Customer and on behalf of SSI. 17.5 No failure to exercise and no delay in exercising, on the part of either party, any rights, powers or privileges hereunder will operate as a waiver thereof, nor will any single or partial exercise of any rights, powers or privileges hereunder preclude the further exercise of the same rights or exercise of any other rights, powers or privileges hereunder. 17.6 Customer expressly agrees that no modification of this Agreement shall be affected by any terms and conditions contained in any purchase order forms or other documents issued by Customer, even if such documents are issued by Customer and even if such documents are acknowledged by SSI. 17.7 If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, such judgment will not affect or nullify the remainder of the Agreement but the effect thereof will be confined to the part immediately involved in the controversy adjudicated. 17.5 This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Missouri. 17.9 Customer acknowledges that he has read this Agreement and understands and agrees to be bound by its terms, conditions and prices. Customer further agrees that this Agreement is the complete and exclusive statement of the Agreement between the parties and that this Agreement supersedes and cancels all previous written and oral agreements, proposals and communications relating to the subject matter of this Agreement. 17.10 The captions in this Agreement are not to be used in interpreting this Agreement. 17.11 This Agreement shall be effective upon acceptance by SSI. This Agreement has been approved and authorized by the Customer and by SSI by their respective authorized officers and agents. CUSTOMER: I3v: ( at re) Name: Ma c McDougal Title: Mayo Date: CUSTOMER ADDRESS: ATTEST: Lubbock Preston Smith Airport 5401 N. Martin Luther King Lubbock, TX 79401 SURFACE SYSTEMS, INC. By: (Signature) Name: Title: Date:y1D--f"f Surface Systems, Inc. 11612 Lilburn Park Road St. Louis, M© 63146 Relbecca Garza City Secretary SURFACE SYSTEMS, INC. 11612 Lilburn Park Road St. Louis, MO 63146 Telephone 1-800-325-7226 (314) 569-1002 1000B97 6 APPROVED AS TO CONTENT: APPROVED AS TO FORD__ ector v Ytorne SSI' SERVICE AGREEMENT ATTACHMENT A to SSI Service Agreement The following Equipment will be covered by this Service Agreement: 1 Scan for Windows Server 3 ESP Remote Processing Units 1 Theis Relative Humidity/Air Temperature Sensor 1 RM Young Wind Speed/Wind Direction Sensor 1 Yes/No Price Precipitation Sensor 10 Surface Sensors 1 Sub -surface Sensor 4 Modems 3 Data Remote Radios Location of RPU's RPU #1 North RPU #2 Center RPU #3 East SURFACE SYSTEMS, INC. 11612 Lilburn Park Road St. Louis, MO 63146 Telephone 1-800-325-7226 (314) 569-1002 100013_97