HomeMy WebLinkAboutC01-247 AVI ground transportation management system - airporte- 0/- -
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AGREEMENT
Eagle County, Colorado
Eagle County Regional Airport
AVI Ground Transportation Management System (GTMS)
THIS AGREEMENT is dated as of the day of J , , 2001, by and between
Eagle County, Colorado, a body corporate and politic, act'` g by and through its Board of County
Commissioners, (hereinafter called "Owner "), on the one hand; and Transcore, Inc., a Delaware
corporation (hereinafter called "Contractor "), on the other hand.
WITNESSETH that:
WHEREAS, Eagle County operates a regional airport;
WHEREAS, the airport operates all day, every day, therefore, installation must occur
with minimal down time;
WHEREAS, Contractor is in the business of designing (engineering), installing,
programming and training operators of ground transportation management systems
(GTMS) such as that used by the County;
WHEREAS, Contractor has visited the County's airport, has familiarized itself with the
existing site and existing conditions;
WHEREAS, the parties want to set forth in this agreement the terms and conditions by
which Contractor will design and install a ground transportation management system
(GTMS).
NOW THEREFORE, Owner and Contractor, for the consideration hereinafter set forth, agree as
follows:
ARTICLE 1 - WORK
Contractor shall complete all work specified in the Contract Documents ( "Work "). The Work is
generally described as providing all labor, equipment and materials to install equipment and
related systems, as further described by the specifications and drawings identified in Article 7
hereof.
l .l Contractor shall complete all Work as specified herein, generally described as follows:
design and install a ground transportation management system (GTMS) at the Eagle
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County Regional Airport in Gypsum, Colorado more specifically set forth on the
"Proposal including the Statement of Work (SOW)" attached hereto marked as Exhibit
"A" and incorporated here by this reference. Contractor shall provide for, at his sole
cost, all needs related to performance of said Work, including but not limited to,
installation, labor, material, project supervision, system programming, engineered
drawings, owner training, equipment, ---.--4 befids and insurance. No services
shall be performed until the County has receivedi,a Certificate of Insurance as required
within. - � ��,
1.2 Contractor acknowledges the importance of the County of immediately repairing
damage to facilities and equipment. Contractor will immediately report to County the
occurrence of damage to any facilities and equipment occurring during the course of or
discovered during the course of performing the Work. County will undertake the repair
of damage to its facilities and equipment, without thereby waiving any claim against
Contractor for damages willfully or negligently caused by Contractor.
1.3 Contractor will schedule the work to cause a minimum of interference with airport
operations.
1.4 Contractor will have the ability to have its personnel at the facility with an 8 hour notice
between the hours of 6 a.m. to 7 p.m., 7 days a week. Contractor is to communicate
with the Facilities Management Department with a tentative schedule before
commencing any work.
1.5 Contractor will be required to obey all security procedures while working in the airport
facility. Workers in the airport facility may be subject to search for airport security
purposes, and may be required to account for tools and materials brought within and
removed from the facility. Contractor will schedule the work within and adjacent to the
airport to cause a minimum of interference with airport operations.
1.6 Workmanship Warranty: All work performed under this agreement will be done in a
workmanlike manner according to industry standards and practices. The workmanship
will be warranted for a period of one year from acceptance by the County.
1.7 Equipment Warranty: All new equipment will be covered by a parts and labor warranty
provided by the manufacturer, and warranty documentation must be delivered to the
Owner before final payment will be deemed due.
The system is warranted to be free from defects in materials, hardware, software and
workmanship for a period of one (1) year(s) from the date of County acceptance.
Contractor will repair or replace, at its expense, any part of the system upon evidence of
failure occurring during the warranty period. Contractor is not responsible for
consequential damages.
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The software (if applicable) and programming is warranted to be free from defects for a
period of one (1) year(s) from the date of County acceptance. During that period,
contractor will provide technical support, software upgrades (if applicable), training
without charge, and will repair or replace, at its expense, any defective software and/or
programming.
Contractor shall assign and deliver to County all manufacturer warranties on hardware
and software.
1.8 The Work shall comply with all applicable federal, state and local laws, rules,
regulations, ordinances and permits. Contractor is responsible for obtaining any permits
required for the performance of the Work from the agency(ies) having jurisdiction.
ARTICLE 2 - OWNER'S REPRESENTATIVE
The Project is under the authority of the Eagle County Facilities Management, the Director of
which, or his designee, shall be Owner's liaison with Contractor with respect to the performance
of the Work.
ARTICLE 3 - CONTRACT TIME
The Work will be completed and ready for final payment in accordance with the Contract
Documents on or before December 1, 2001.
Time is of the essence in this Agreement and all time frames enunciated in the Contract
Documents shall be adhered to by the Contractor. a
damages s Owner, at the time of executing this Agreement and at the time of an v°'
g 1 � Owner, �' Y
delayed performance by t "he tor, are difficult to ascertain with any reasonable certainty.
The Owner has attempted to forecast a reaso it estimate of the damage a delay would
cost it. The Contractor shall and hereby agrees to pay Owner sa of Five Hundred dollars
($500) for each and every calendar day (Saturdays, Sundays, and holidays inc at the
forfeiture. The liqui a 11 coral
that a breach or delay would cause, including
rg�esont -is ��- a -pl —
Owner for the value of the actual damages
st of materials, and rent
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In the event Owner terminates the Contractor or if the Contractor abandons performance of the
Work, the resulting damage for any delay in completing all or a portion of the Work will consist
of liquidated damages plus any additional costs incurred by Owner in completing the Work.
due or payab e o tor. In the event the remaining balance due the Contractor is f
insufficient to cover the full amount o uidated damages, the Contractor or his surety F
shall pay the amount due and Owner shall be entitled to any ally and remedies available
ARTICLE 4 - CONTRACT PRICE
The funds appropriated for this project are equal to or in excess of the contract amount. Owner
shall pay Contractor for performance of the Work in accordance with the Contract Documents in
current funds as follows: Three Hundred and Forty Two Thousand and Nine Hundred and Sixty
Six Dollars and Zero Cents. ($342,966.00) Dollars. The Board of County Commissioners for
Eagle County is a governmental entity. All obligations beyond the current fiscal year are subject
to funds being budgeted and appropriated.
ARTICLE 5 - PAYMENT PROCEDURES
Progress payments and retained funds shall occur in compliance with Paragraph 19 of the
General Conditions attached hereto and C.R.S. 24 -91 -103. The owner shall authorize partial
payments of properly requested amounts of at least ninety percent of the calculated value of the
work completed until fifty percent of the work required under the Agreement has been
performed. Thereafter, the Owner shall authorize partial payments of any other properly
requested amounts without retaining additional funds if, in the opinion of the Owner, satisfactory
progress is being made in the work. The withheld amounts of the contract price will be retained
by the Owner until the contract is completed satisfactorily and accepted by the Owner.
FINAL PAYMENT: Upon final completion and acceptance by the owner, Owner shall pay the
remainder of the Contract Price. The final payment shall not be made until after final settlement
of this contract has been duly advertised at least ten days prior to such final payment by
publication of notice thereof at least twice in a public newspaper of general circulation published
in Eagle County, and the Board of County Commissioners has held a public hearing, thereupon
and complied with the C.R.S. 38 -26 -107. Final payment shall be made in accordance with the
requirements of the aforesaid statute.
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ARTICLE 6 - CONTRACTOR'S REPRESENTATIONS
In order to induce Owner to enter into this Agreement, Contractor makes the following
representations:
6.1 Contractor has familiarized himself with the nature and extent of the Contract
Documents, Work, locality, and with all local conditions, and federal, state, and local
laws, ordinances, rules and regulations that in any manner may affect cost, progress, or
performance of the Work.
6.2 Contractor has made, or caused to be made, examinations, investigations, and tests and
studies of such reports and related data as he deems necessary for the performance of
the Work at the Contract Price, within the Contract Time, and in accordance with other
terms and conditions of the Contract Documents; and no additional examinations,
investigations, tests, reports, or similar data are, or will be required by Contractor for
such purposes.
6.3 Contractor has correlated the results of all such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of the Contract
Documents.
6.4 Contractor has given Owner written notice of all conflicts, errors, or discrepancies that
he has discovered in the Contract Documents and the written resolution thereof by
Owner is acceptable to Contractor.
6.5 All representations set forth in Contractor's Proposal for ground transportation
management systems equipment and services, dated August 31, 2001.
6.6 In performing the work under this Agreement, the Contractor acts as an independent
contractor and is solely responsible for necessary and adequate worker's compensation
insurance, personal injury and property damage insurance, as well as errors and
omissions insurance. The Contractor, as an independent contractor, is obligated to pay
federal and state income tax on moneys earned. The personnel employed by the
Contractor are not and shall not become employees, agents or servants of the Owner
because of the performance of any work by this Agreement.
ARTICLE 7 - CONTRACT DOCUMENTS
The Contract Documents which comprise the entire Agreement are made a part hereof, and
consist of the following:
7.1 This Agreement;
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7.2 General Conditions;
7.3 Proposal from Transcore, Inc. for ground transportation management systems dated
August 31, 2001, excluding those Transcore terms and conditions stricken herein and
shown on the attached Exhibit "A ".
7.4 Specifications and Drawings dated August 16, 2001.
There are no Contract Documents other than those listed above in this Article 7. The Contract
Documents may only be altered, amended, or repealed by an executed, written amendment to this
Agreement. The parties acknowledge and agree that the terms and conditions set forth in this
Agreement (7.1) and the General Conditions (7.2) attached hereto, shall supersede and control
over any inconsistent or contrary provisions in any other attachment or agreement, including but
not limited to, the Transcore Terms and Conditions accompanying the Transcore proposal dated
August 31, 2001.
ARTICLE 8 - MISCELLANEOUS
8.1 No assignment by Contractor of any rights under or interests in the Contract Documents
will be binding on Owner without its written consent; and specifically, but without
limitation, moneys that may become due and moneys that are due may not be assigned
without such consent (except to the extent that the effect of this restriction may be
limited by law), and unless specifically stated to the contrary in any written consent to
an assignment, no assignment will release or discharge the assignor from any duty or
responsibility under the Contract Documents.
8.2 Owner and Contractor each binds himself, his partners, successors, assigns and legal
representatives to the other party hereto, in respect to all covenants, agreements, and
obligations contained in the Contract Documents.
8.3 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the
interpretation of this Agreement, or the obligations, duties or rights of the parties
hereunder, or if suit otherwise is brought to recover damages for breach of this
Agreement, or an action be brought for injunction or specific performance, then and in
such events, the prevailing party shall recover all reasonable costs incurred with regard
to such litigation, including reasonable attorney's fees.
8.4 APPLICABLE LAW: This Agreement shall be governed by the laws of the State of
Colorado. Jurisdiction and venue of any suit, right, or cause of action arising under, or
in connection with this Agreement shall be exclusive in Eagle County, Colorado.
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8.5 INTEGRATION: This Agreement supersedes all previous communications,
negotiations and/or contracts between the respective parties hereto, either verbal or
written, and the same not expressly contained herein are hereby withdrawn and
annulled. This is an integrated agreement and there are no representations about any of
the subject matter hereof except as expressly set forth in the Contract Documents.
8.6 NOTICE: Notice shall be provided to the respective parties by being given to the
persons at the addresses as follows, until changed by notice:
To Contractor: Steve Murray, Project Manager
Transcore, Inc.
19111 Dallas Parkway, Suite 300
Dallas, Texas 75287 -3106
Phone: 972 - 733, -6653
Fax: 972 - 733 -6425
To Owner:
Rich Cunningham, Director
Facilities Management Department
Eagle County
P.O. Box 850,590 Broadway
Eagle, CO 81631
telephone 970 - 328 -8700
telefax 970 - 328 -7720
Written notices shall be delivered personally, by commercial messenger service or by
prepaid U.S. mail. Notices also may be given by facsimile transmission provided an
original is also promptly delivered.
8.7 FORCE MAJEURE: Neither party hereto shall be liable to the other for any failure,
delay or interruption in the performance of any of the terms, covenants or conditions of
this Agreement due to causes beyond the control of that party, including without
limitation strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of
God, acts of the public enemy, acts of superior governmental authority, weather
conditions, floods, riots, rebellion, sabotage or any other circumstances for which such
party is not responsible or which is not in its power to control.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the date first above written.
Y
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GACPROJECTWirporMVI system contract.wpd
"Owner":
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY
COMMISSIONERS
x
By:
Tor4 C. Stone,
Chairman
"Contractor ":
Transcore, Inc.
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