The URL can be used to link to this page

Home My WebLink AboutC09-392 FIDS.Com Agreement~` ~~ _ ~ ~~ ~f - ~ ~ ~~ ~ ~ ~~ ~ . y ;.•~ iFIDS.com Flight Information Display System Installation for Eagle County Airport Contract No. 09-003 ~~~~~~ Table of Contents CONTRACT ..........................................................................................................3 INITIAL LICENSING FEE .....................................................................................3 ANNUAL SUBSCRIPTION FEE AND USER SUPPORT .....................................3 ANNUAL COMMUNICATION CHARGE ..............................................................3 TERMS OF USE ...................................................................................................3 CLIENT RESPONSIBILITIES ...............................................................................4 INVOICING AND PAYMENT ....................................................................................4 LIABI LITY .............................................................................................................4 APPROPRIATE LAW ...........................................................................................4 FEDERAL GOODS AND SERVICES TAX (GST) ................................................5 INTEREST ON OVERDUE PAYMENTS ..............................................................5 SIGNATURES ......................................................................................................6 GENERAL CONDITIONS .....................................................................................7 APPENDIX - PROPOSAL DOCUMENT iFIDS.coin Inc. ("iFIDS.com"), an Ontario coiporation with its principal office located at 340-100 Princess St., Thunder Bay, ON P7E 6S2 and Eagle County Airport ("Clienf'), l~ereby agree that tlie following ternls and conditions will apply to tl~e installation of iFIDS.com's Flight Infonnation Display System (FIDS). Contract The Client contracts iFIDS.com to provide a Fligl~t Infonnation Display System (F1DS) based upon the proposal dated August I 1, 2009 and hereto appended. Initial Licensing Fee The initial software licensing fee is payable in advance on the first day of implementation. The initia] software-licensing fee of $7,500.00 allows the client the right to use iFIDS.com FIDS software for up to 5 Custo~n Browser layouts. Additional browser layouts require an initial licensing fee of $1500.00. The minimum initial licensing fee is $7,500.00. Annual Subscription Fee and User Support The amiual subscription fee of ~ 1200.00 is payable annually in advance each anniversary thereafter. The annual subscription fee is based on a per Custom Browser Layout (CBL feed use) at $400.00 per feed use, with a$1200.00 annual viinimmn. No annual subscription fee shall be charged for the first year of the contract. The fee includes system hosting, system software upgrades and 2 hours of free telephone support per month with a 30-minute call minimum. The client receives a maximum of 2 hours of fi-ee telephone support per month regardless of the number of feed uses. Telephone and email user support is available weekdays between 08:30 and 17:00 EST, exclusive of statuto~y holidays. Additional support charges are Uilled to the Client at a rate of $80 per hour with 30-minute call minimiims. A 10-hour liil~it of fi•ee telephone support will be applied for the first 30 days after implementation. The fee may change with addition or subri•action of feed uses where the feed fee is dependant on the type of feed use. Changes to feed use will be evaluated on a monthly basis. At the date of signing of this contract the Client will have five feed uses (custom browser layouts). The per-feed use fee rate is guaranteed for the first three years of this contract. After three years has expired, and every aimiversary thereafter the Licensee shall have the right to extend the contract for an additional one-year tenn with the annual per-feed use fee increase not to exceed the increase of the Consmner Price Index from the beginning of the previous contract period or extension. The Consumer Price Index utilised for this purpose shall be that published by Statistics Canada. Annual Communication Charges The annual communication charges are payable annually in advance on the first day of implementation and each anniversaiy thereafter. The annual communication charges are detennined by the rows of flight data displayed on the screen and how often the rows are refreshed. At the date of signing of this contract the Client will be displaying 10 (10 Arrival or 10 Departure) rows of flight data refreshed ever 120 seconds on each feed use. The costs for these communications charges are $662.47 annually ($207.49 per UDP). These charges may change with addition of rows of data or change of refresh rate. Additional feed uses are charged separately for annual communication charges, which apply to each feed use based on the chart provided in the attached proposal. Terms of Use 1. SOFTWARE Client acknowledges and understands that iFIDS.com will provide to Client: (a) iFIDS.com's Flight Infonnation Display System and/or (b) Software Applications owned by Third Parties which iFIDS.eom uses under license agreeinents from Third Parties. Client further acknowledges that ~ (a) title to all such iFIDS.com Software and Software Application remains with and is subject to the proprietary rights of iFIDS.com, and (b) such iFIDS.com Software and Software Application contain trade secrets and other valuable proprietary infonnation of iFIDS.com or its Third Party vendor. (c) Client shall be provided with access to FXML feed for use with website and cable television use. (d) Initial page layouts (maximum of 5) will be developed by iFIDS.com for the client. Any modifications to page layout are the responsibility of the client. IFIDS.com can provide assistance with modifications, however the client will be charged support fees at a rate of $80 per hour. 2. RESTRICTIONS Client agrees it shall not (a) alter or n~odify the iFIDS.coin Software Application or any part thereof; (b) copy or duplicate, or pennit a Third Party to copyo ur duplicate, the iFIDS.com Software or Software Application or any part thereof or (c) reverse engineer, decompile or disassemUle iFIDS.com Software or Software Application, unless otherwise provided in the relevant Product Schedule. iFIDS.com - (807) 473-2609 www.ifids.com 3 NON-TRANSFEl,2ABLE Client agrees not to license, sell, transfer, lease or disclose the iFIDS.com Software or Software Application to any Third Pariy. 4 OWNERSHIP All components of iF1DS.com System Software provided in this Contract contain trade secrets and other valuable proprietary information of iF1:DS.com and shall remain at all times the property of iFIDS.com. Client Responsibilities This section describes Client's additional responsibilities under this Agreement. 1. Client will designate qualified personnel to act as liaisons between Client and iFIDS.com. 2. Client is responsible for oUtaining and complying with license terms for all Client-provided software, if any, and represents to iFIDS.com that the tenns of such licenses shall allow use of the software on the Hardware, as well as tl~e implementatiou by iFIDS.com of tlie iFIDS.coin System Software as proposed. 3. Client agrees to pay annual fee instalments as described under Invoicing and Payments for a period of twelve (12) months from date of installation. Client has the right to continue this contract for two consecutive 12 month tenns following the first year of service. 4. Client agrees that all service wark including data migration, system integration, training, customisation or other, will be invoiced annually. 5. Client agrees to install all cabling and mounting and display hardware. 6. Client agrees to a 1-year Licence Agreement with the option to extend the license agreement far two 1-year terms. 7. Client agrees to notify iFIDS.com of the addition or subtraction of feed uses (i.e. custo~n browser layouts). 8. Client is solely responsible for Content, including any subsequent changes or updates made or authorized Uy Client. Client represents and wan•ants that Content: (a) will not infringe or violate the rights of any third pariy including, but not limited to, intellectua] property, privacy or publicity rights of others; (b) is not abusive, profane or offensive to a reasonable person; or (c) will ^ot be hateful or t(ireatening. Violatioi~s of the foregoing by Client i~~iay result in termination of services by iFIDS.com. 9. Client agrees to comply with Province of Ontario law with regard to the transmission of technical data, which is exported from Canada through the iFIDS.com System Software. Client further agrees not to use the iFIDS.com System (a) for illegal purposes or (b) to interfere wi~rh or disiupt other network users, network services or network equipment. Interference or disruptions include, but are not liinited to, distribution of unso]icited advertising or chain letters, propagation of computer wonns and viruses, and use of the network to make unauthorized entry to any other machine accessible via the network. Violations of the foregoing by Client may result in temlination of services by iFIDS.com. 10. Upon Client's Acceptance of the Flight Information Display System, Client shall be responsible for the administration of all end user login names and passwords for the pwpose of authenticating and authorizing access by end users to the iFIDS.com System Software. 11. Client shall be responsible for handling all communication, technical support and business relations with end users who are the customers of Client including but not limited to responding to inquiries and questions. The responsibility includes handling of corrvnunications and technical support and business relations with Client's airline customers. iFIDS.com will only communicate with Client. 12. Client is responsible for payment of all travel and accommodations of iFIDS.com technician staff to and from Thunder Bay, Ontario, Canada t~~ dient site for initial software set-up and training. These costs will be invoiced at actual cost and are payable within 30 days of invoicing. 13. Client is responsible for payment of all costs associated with initial data set-up, configuration, on-site training, PC configuration and testing and on-site PC set-up and software install. These fees are listed the attached proposal. InvoiCing and Payrnent The Client agrees to pay iFIDS.com the initial license, set-up, training, and first year anm~al fees outlined in the attached proposal. 100% of the total suin of $9,",'62.47 (Nine Thozrsand, Seven Hundred and Sixty-two Dolla~s and forty-severr cents) plus applicable taxes is due upon implementation/installation of the system. 60% of the total sum is due on execution of this agreement with the remaining 40% due Lipon implementation/installation of the system. Travel and Accommodations wil] be billed at actual costs and shall be due within 30 days of implementation/installation of the system. The Client agrees to pa.y iFIDS.com the annual sum of One Thozrsarrd, Eight Harndred and Sixty-Two Dofla~~s and Forry-Seven cents ($1,862.47) USD plus :~pplicable taxes each year far year two and year three from the date of installation if the client chooses to continue with the 2"d and 3"~ tenn. The parties agree that this annual sum shall be paid by an annual iustalment payment and shall include all annual license and annual communication charges for the tenn of this agreement. The parties further agree that, at the conclusion of this thirty-six month period that any future fees will be for recurring or additional coiltracted services. iFIDS.com - (807) 4i 3-2609 www.ifids.com Invoices quoting the conh•act number will be submitted direcfly to: Eagle Counry Airpo~t P.O. Box 850 500 Broadway Eagle, Colorado 81631-0850 Payments will be directed to: Accounts Receivable iFIDS.com 340-100 Princess St. Thunder Bay, ON P7E 6S2 Liability The iFIDS.com liability under this purchase agreement shall be limited to the actual perfonnance of the Flight Information Display System. Appropriate Law The resulting contract shall be governed by and construed in accordance with the laws in force in the Province of Ontario. Provincial Tax (PST) Processing Fee PST is excluded fi•om tl~e ~rice(s) quoted. Any ainount to be levied against the Client in respect of PST is to be shown separately on all invoices far service provided. iFIDS.com agrees to remit any PST paid or due to Revenue Canada based on Canadian law. PST shall be applied at a rate of 8% to Initial Licensing fees and Annual Subscription Fees. Interest on Overdue Payments Should the Client fail to ~ay any part of the fees or any other sum required to be paid to iFIDS.com by the Client on the due date thereof, the Client shall pay to iFIDS.com, on demand, interest at Eighteen percent (18%) compounded annually upon such moneys due and unpaid until such payments are paid. iFIDS.com - (807) 473-2609 www.ifids.com Signatures I, we agree to the terms and conditions specified for the supply of goods and provision of services as set out in this purchase agreement: iFlDS.com Incorporated S. McPadden, Managing Director Dated this day of , 2009, in the City of Thunder Bay in the Province of Ontario. Acceptance The iFIDS.com proposal for goods and services specified is hereby accepted on behalf of Eagle County Ai~port. Client Address: Street: ~~ l~ U"J ~ ~ 6~ Ciry: ~f( ~ Country/Code: ~ ~ !,~ ~~~ , ~tness ~~~~ - ~ // ~~-~'C( l`~ ~ ~ ~ i fry~-~71~~'/~ Print Witness Name St~n~Q h~o1~.. Eagle CounTy Airport 1 have authority to bind the organization ~-'-_~-,- ~=--~~ ~~_~--~-~~=~--~~~~ Print Name and Position l~ ~~~~s; i+ -~~~-~~1 iFIDS.com - (807) 473-2609 www.ifids.com 6 General Conditions - Goods and/or Services 1. Ti~is Order, including these Geueral Conditions, fonns the entire contract betwe~en iFIDS.com and tl~e Client and no variatiou thereof, in•espective of the wording or terms of the Client's acceptance, will be effective unless specifically agreed to in writing by the iFIDS.com. No local, general or trade customs shall be deemed to vaiy the tenns thereof. 2. In the event of discrepancies or conflicts between these General Conditions and anything in the other documents making up this Contract, the General Conditions shall govern. 3. Goods will be new and unused unless specified otherwise herein and delivered strictly in accordance with the quantities, specifications and teims and conditions of this Contract. 4. The ptices are F.O.B. origin and exclude all charges for packing, loading, unloading and transportation unless otherwise specified herein. 5. Unless otherwise specified in this Order, payment will only be made in US funds within 30 days following presentation of invoices or progress claims, or within 30 days of delivery of Goods and/or Services, whichever is later. 6. iFIDS.com shall provide the client with assurance of system availability and performance. IFIDS.com makes every attempt to avoid system downtime or interntptions through redundant systems; however, no guarantee of 100% system up time can be provided. To accommodate any long-tenn system downtime, should any occur, the client shall be credited for annual license and communication charges on a pro-rated basis for any downtime exceeding 5 days. iFIDS.com - (807) 473-2609 www.ifids.com ~ . . . - AGENDA EAGLE COUNTY AIR TERMINAL CORPORATION MEETING September 1~, 2009 1. Approval of minutes from ECAT meeting on August 4, 2009 ------~ ~~ 2. Consider~.tion for execution: i;FIDS Flight Information Display System (Software) Installati n Agreemen , ~ , 3. New Business ~ ~ ~~ ~ ~ ~ ~ ~~~ ~ 4. Adjourn ~ ~~~~~~~~~ SEP ~ 0 2009 EAG~E ~•~~N.i,~, ~~oRN~r APPk ED A5 ~O FU`H ~'~~---- Eani~ uounty Attorney's Office ~~~..:.~...~--......._._.._~_.._.,__...._~ 7 c ~ap;~ i~~brr~y ~4;;:~.r~i~siar:.r.' ~ffice