HomeMy WebLinkAboutContract CAG-18-028
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AGREEMENT FOR SELF-INSPECTION MODULE AND LEASE
MANAGEMENT SYSTEM FOR RENTON MUNICIPAL AIRPORT
THIS AGREEMENT,dated /44 '' r" ,2018, is by and between the City of Renton(the"City"),
a Washington municipal corporation, and ProDIGICI, Inc. ("Consultant"), a California corporation.
The City and the Consultant are referred to collectively in this Agreement as the "Parties." Once
fully executed by the Parties,this Agreement is effective as of the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide the system and services as specified in
Attachment 1, which is attached and incorporated herein and may hereinafter be
referred to as the "Work."
2. Changes in Scope of Work: [See Attachment 1.]
3. Time of Performance: Consultant shall commence performance of the Agreement upon
the effective date of this Agreement.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed the amounts provided in Attachment 1, plus any
applicable state and local sales taxes. Except as specifically provided herein, the
Consultant shall be solely responsible for payment of any taxes imposed as a result of
the performance and payment of this Agreement.
B. Method of Payment. In addition to the provisions in Attachment 1, the Consultant
shall also submit a final bill upon completion of all Work. Payment shall be made by
the City for Work performed within thirty (30) calendar days after receipt and
approval by the appropriate City representative of the voucher or invoice. If the
Consultant's performance does not meet the requirements of this Agreement, the
Consultant will correct or modify its performance to comply with the Agreement.The
City may withhold payment for work that does not meet the requirements of this
Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
ORIGINAL
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. In addition to the termination provisions in Attachment 1, either party may
terminate this Agreement if either party materially breaches this Agreement and
fails to cure such breach within sixty (60) days of the date the non-breaching party
provides written notice of the breach to the breaching party. The non-breaching
party shall have the right to immediately terminate this Agreement and shall be
entitled to a pro-rata refund (as of the date of the breach) of any funds paid in
advance under this Agreement. In the event of such termination or suspension, all
finished or unfinished documents, data, studies, worksheets, models and reports, or
other material prepared by the Consultant pursuant to this Agreement shall be
submitted to the City, if any are required as part of the Work. Termination for
material breach will not alter or affect the terminating party's right to exercise any
other remedies for breach.
B. In the event this Agreement is terminated by the City,the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties and Right to Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bride and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. See also Attachment 1.
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7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act,Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys' fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order.The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement.The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee.The Consultant, not the City,shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
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B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program,or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless: Each party agrees to release, indemnify, defend, and hold harmless the
other party, and its affiliates, officers, directors, elected officials, employees, officers,
representatives, and volunteers (the "Indemnified Parties) from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,
expenses, attorney's or attorneys' fees, costs, and/or litigation expenses which are
asserted against the Indemnified Parties by a third party, but only to the extent caused
by the negligent acts, errors or omissions of the indemnifying party in its performance of
this Agreement or a breach of this Agreement by the indemnifying party.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction,alteration, improvement,etc., of structure or improvement attached to real
estate...) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Consultant and the City, its officers, officials, employees and volunteers, Consultant's
liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant's performance of the Work.
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12. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://rentonwa.gov/business/default.aspx?id=548&mid=328.
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/content/doingbusiness/registermybusiness/
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned,leased, hired or non-owned,leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,within
two (2) business days of their receipt of such notice.
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14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur,the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assigns: [See Attachment 1.]
16. Notices: [See Attachment 1.]
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, 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.
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
18. Miscellaneous:The Parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
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B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs,sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. [See Attachment 1.]
B. General Administration and Management. The City's project manager is Michele
Favors, Assistant Airport Manager. In providing Work, Consultant shall coordinate
with the City's contract manager or his/her designee.
C. Amendment and Modification. [See Attachment 1.]
D. Conflicts. In the event of any inconsistencies between Consultant proposals and
documents and this Agreement, the terms of this Agreement shall prevail. Any
exhibits/attachments to this Agreement are incorporated by reference only to the
extent of the purpose for which they are referenced within this Agreement. To the
extent a Consultant-prepared exhibit conflicts with the terms in the body of this
Agreement or contains terms that are extraneous to the purpose for which it is
referenced, the terms in the body of this Agreement shall prevail and the extraneous
terms shall not be incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
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accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort.This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue.Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor.
H. Severability. [See Attachment 1.]
I. Sole and Entire Agreement. [See Attachment 1.]
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties,and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. [See Attachment 1.]
M. Waivers. [See Attachment 1.]
N. Counterparts. [See Attachment 1.]
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IN WITNESS WHEREOF,the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY O ' ' TON CONSULTANT
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• ' - - • - - mcALtcyr Director of Business Development
Date Date
Approved as to Legal Form
Shane Moloney
Renton City Attorney
Contract Template Updated 07/19/2017
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Page 9 of 9
ProMProDIGIQ The Most Trusted Name in Aviation Innovation
EXHIBIT A
Ms. Michele Favors
Assistant Airport Manager
Renton Municipal Airport(RNT)
616 Perimeter Rd W,
Renton, WA 98057 Proposal Date: October 10, 2017
PROPOSAL FOR PART 1 39 SELF-INSPECTION MODULE AND LEASE
MANAGEMENT SYSTEM FOR RNT
Dear Michele,
Thank you for considering ProDIGIQ's Part 139 Self Inspection Module and Lease
Management System for the Renton Municipal Airport (RNT). The solutions will enable
RNT personnel to conduct Part 139 Inspections and Manage Leases utilizing mobile
devices. Discrepancies during the inspections will be denoted in real-time and work
orders that are generated will be emailed to airport stakeholders instantly. Inspections
will be automatically archived and quickly retrievable, allowing seamless compliance for
FAA certification. In addition, ProDIGIQ's advanced analytics and search/reporting
capabilities will enable RNT to gain insight into data to proactively manage
assets/resources and leases. ProDIGIQ appreciates the opportunity to partner with RNT
and looks forward to a long-term partnership assisting the airport.
ProDIGIQ's Solutions can be procured through sole source because it is the only
exclusively aviation solution that natively integrates with Operations Management
System, Maintenance Management System and Safety Management System through a
single sign-on portal.
WHY IS PRODIGIQ UNIQUE?
1. ProDIGIQ is the only provider in the industry that encompasses such a wide
ProDIGIQ Confidential for RNT use only Page 1
scope of automation solutions for the airside/landside, including mobile
websites/apps and FIDS/BIDS/GIDS.
2. Flexibility- Any ProDIGIQ solutions RNT acquires today can be integrated with
ProDIGIQ solutions procured at a later date.
a. RNT can grow its solutions as needed and as budgets allow.
b. ProDIGIQ solutions do not become unsupported or need to be replaced
over time.
It is important to note that ProDIGIQ's solutions come with unlimited users. Second,
multiple users can use the modules concurrently. Third, ProDIGIQ's modules come with
free User, Administrator and FAA training.
PART 139 SELF INSPECTION MODULE
This advanced Part 139 Self Inspection Module will drastically reduce staffs time in
conducting and maintaining inspections and thereby reduce the airport's operating costs.
The Module will provide a process at RNT to better manage any safety issues reported
in the daily self-inspection and therefore help make RNT a safer airport. The Module will
track and archive issues reported in the daily inspection and concomitant work orders for
FAA compliance, airport maintenance and planning purposes.
ProDIGIQ proposes to have the following features as part of the proposal:
1. Automation of RNT's Part 139 daily inspection, reflecting RNT's preference of
organizing the form by inspection area
2. Automated Work Order System to support Part 139 Self-Inspection
3. Email notifications when work order is generated, when work orders are updated,
and when work orders are completed.
4. Advanced built-in capability to quickly retrieve inspections
5. Automatic time and date stamp of the inspection
6. Automatic email alerts to notify when a new inspection is done
7. Intelligence to carry over unsatisfactory line items from the previous inspection
8. Archiving of all inspections
9. Standard and custom reporting features for inspections
ProDIGIQ Confidential for RNT use only Page 2
10.Standard and custom reporting features for work orders
11. Integrated Quick Search and Advanced Search for Inspections and Work Orders
12.Heat mapping of discrepancies on airfield map
13.Capability to store and archive work orders created for unsatisfactory items
14.Reporting of daily inspection, in PDF, over a 12-month period
15.Reporting of associated work orders, in PDF, over a 12-month period
16.Access control with varying levels of access privileges
17. Map Feature- The user will have the capability to document a discrepancy location
on the map that will be attached to work orders. This can include the Google Map of
the airfield or any other electronic map provided by RNT
19. Capability to grant temporary access for relevant authorities
20. Unlimited user licenses for RNT personnel
21. Capability for unlimited concurrent users
22. Secured access from any computer for reporting daily self-inspection
LEASE MANAGEMENT SYSTEM
ProDIGIQ's Lease Management System (ProLMS) was developed specifically to
address the unique needs of an airport. It is an all-inclusive system that does not require
costly additions of more modules to operate with 100% functionality. ProLMS will be
customized to the needs of RNT. The intuitive design will ensure the greatest ease of
use for airport staff to efficiently manage the entire life cycle of real estate properties and
leases.
ProLMS is unique as it adapts to support and automate the current business processes
at the airport rather than airport adapting to the system. ProLMS comes with hands on-
administrator and user training to ensure the staff is proficient in using the system. The
system is supported with ongoing updates and upgrades through mandatory service
agreement to make sure that the system does not become obsolete with the changes in
technology. ProLMS is flexible in architecture and easily customizable to support the
changes in business processes during the implementation process and post
implementation period.
ProDIGIQ Confidential for RNT use only Page 3
ProLMS will have the following features:
1.Access-available from any internet enabled device
a. Unlimited users
b. All activities will be logged
c. Access control with varying levels of access privileges
i. Read and write privileges
ii. User vs. administrator privileges
2. Dashboard/Analytics- Graphical snapshot of Lease System
a. Quickly see trends and lease breakdown such as types of by
percentage, expiring leases, expiring insurances, enplanements,
vacancies and gross reported income
3. Leases- extensive array of types and sub-categories
a. Terminal: Rental Cars, Airlines, Restaurants, Shuttles, Other
b. Land: Agricultural, Grazing, Hotel, Business Park, Mobile Home Park,
Other
c. Hangar: District Hangar, District Storage Unit, Owner Built Hangar
d. FBO
Customizable to the specific needs of RNT
4. Mass Rent Increase-easily filter leases and adjust rents
a. Quick Search by key word
b. Advanced Search
i. Lease Type
ii. Lease Category
iii. Term and field to search
5. Alerts-email notification of important expirations/tasks
a. Expiring Leases
b. Expiring Insurance
c. Expiring Security
d. Overdue Maintenance
e. Pending Monthly Reports
f. Lease Requirements
i. Next Rent Increase
ii. Insurance
iii. Security
ProDIGIQ Confidential for RNT use only Page 4
g. Automatically notify stakeholders of expiring or expired
leases/insurance/security via email
h. Configurable email alert capability with definable criteria such as
i. Configuration of email groups based on function and staff
responsibility
ii. Management of frequency and advance notification email for
expiration features of ProLMS
6. Mapping (Optional — Not Included in Current Scope)- map of all leasable
units/land for easy management, planning and maintenance purposes
a. Real time depiction of the state of each unit on map by categories such
as
i. Monthly lease
ii. Vacancies
iii. Expiring more than##days
iv. Expiring within ##days
v. Expired
b. Real-time color-coded map categorized by
i. Monthly lease
ii. No Lease
iii. Expiring more than ##days
iv. Expiring within##days
v. Expired
c. Graphical library that organizes lease documents, exhibits and photos
d. One-click retrieval of complete lease record
e. Capability to integrate with GIS
7. Historical lease record archiving
a. Store expired or lapsed leases in archive for quick reference and
forecasting
b. Prevent duplicate leases from coming up in searches
c. Simple one-click copy to auto populate new lease terms or restart
lapsed tenant
8. Reporting-default and custom reports
a. Generate custom report about lease status
i. Percentage Leased
ProDIGIQ Confidential for RNT use only Page 5
ii. Types of Leases
iii. Leases Expiring
iv. Insurances Expiring
v. Airport Enplanements
vi. Gross Reported Income
b. Generate custom report about unit status
i. Monthly Lease
ii. Payment Status
iii. Utility Usage —Current and Historical
iv. Vacancies
v. Expiring — More Than 90 Days, Less Than 90 Days
vi. Expired
c. Generate standard report
d. Customizable search fields allow retrieval of leases by:
i. Name
ii. Keyword
iii. Type
iv. Category
v. Expiration date
e. Escalation calculations, dates, rates and charges
f. Utility usage data tracking
g. Events ticklers, alerts of agreement renewals, rent increases, insurance
expirations, rent modifications and expiration of agreements.
h. Track details of agreements, tenants, and prospects
i. Space and Contact Management
j. Project data and scheduling
k. Forecasting and proactive planning
I. High level and custom search capabilities
m. Critical dates and tasks notification
n. Export capability to PDF and Excel
9. Lease Document Storage
a. Repository of lease terms, insurance, security, rent, maintenance
obligations, sub-lessee and monthly reports
b. Capability to attach scanned documents to lease record
ProDIGIQ Confidential for RNT use only Page 6
c. Capability to attach photos to lease record
d. Archiving and retrieval of digital copy of lease agreements, insurance
certificates, security deposit documents, etc.
e. Archiving, retrieval and ability to categorize any document relevant to a
lease record
There is a mandatory service agreement that will cover the following 8 functions for the
Self Inspection Module.
1. Software maintenance
2. Software updates
3. Software upgrades
4. Professional and secured hosting
5. Storage of data
6. Backup of data
7. Ongoing Quality Control and Quality Assurance
8. Ongoing tech support
a. ProDIGIQ's Support Center- http://support.prodigiq.com
b. Open ticket/Check ticket status
c. See service windows:
ProDIGIQ Confidential for RNT use only Page 7
Severity Description Response Work Effort
1. Critical System is unavailable, resulting in Less than one At least one person
a critical impact on the operation. hour working
No workaround is available. continuously
G i
2. Serious The system is available but its Less than two At least one person
operation is severely restricted. hours working
j ( No workaround is available. continuously
3. Low-to- System is available with 1 business Work effort to be
Moderate limitations that are not critical to day mutually agreed by
the overall operation. For the parties.
example, a workaround forces a
user and/or a systems operator to
use a time-consuming procedure
to operate the system; or removes
a non-essential feature.
ProDIGIQ Confidential for RNT use only Page 8
PROPOSAL COST
Service Monthly Service Cost
5 Year Contract
Part 139 Self Inspection Module $450.00
Lease Management System $600.00
Part 139 Map Included
139 Advanced Analytics and Heat Map Included
Custom and Standard Reporting Included
15 Hours of Customization Included
3 Hours of Virtual Training Per Quarter Included
Total $800.00
Bundle Pricing for Part 139 Self
Inspection Module and Lease
Management System
The Part 139 Self Inspection Module and Lease Management System are being offered
at a bundle price of $800.00 a month with no upfront cost to RNT. The systems will
include all features mentioned in the proposal as well as training and 15 hours of
customization. The systems may also be individually purchased for the above mentioned
itemized priced. Pricing is based on a 5-year agreement.
Thank you very much for your consideration and I look forward to the prospect of
partnering with RNT.
Sincerely,
Rene Lopez
Business Development Manager
ProDIGIQ, Inc. The Most Trusted Name in Airport Innovation
Recipient AAAE 2016 Corporate Award of Excellence
Recipient NWAAAE's 2014 Corporate Award of Excellence
Recipient SWAAAE's 2011 Corporate Award of Excellence
ProDIGIQ Confidential for RNT use only Page 9
ATTACHMENT 1 TO
PRODIGIQ SERVICE AND SUPPORT AGREEMENT
This Agreement is entered between ProDIGIQ, Inc.(hereafter"ProDIGIQ")and the City of
1.SCOPE OF SERVICES
1.01 LICENSE.ProDIGIQ will provide Airport a non-exclusive,non-transferable license to the
Proposal for Part 139 Self-Inspection Module and Lease Management System for RNT
(herein referred to as"System")described in ProDIGIQ's proposal attached hereto as Exhibit
A"Proposal",("Services")to Airport. Airport represents that it is not a Part 139 certificated
airport and is not mandated to nor has agreed to comply with all requirements of Part 139.
1.02 PROVISION OF SERVICES. The provisions of the Services shall be provided through a
completely automated,cloud-based process.ProDIGIQ shall provide all support and services
as specified in Exhibit A.ProDIGIQ shall coordinate implementation of the Proposal with
Airport's Assistant Manager.
2.TERM,TRANSITION AND INSTALLATION,AND RENEWAL PERIODS
2.01 TERM. The Initial Term of the Agreement shall commence on the effective date of the
Agreement ,20 and shall terminate five(5)years later at
midnight on ,20 (the"Initial Termination Date"),unless earlier
terminated or extended as provided in the Agreement under section 5.01 below.
2.02 RENEWAL.If ProDIGIQ is in all ways in compliance with all terms and conditions of the
Agreement(or unless any non-compliance has been waived by Airport),then the Agreement
may be extended for two(2)additional periods of twenty-four(24)months("Secondary Term"
or"Renewal term").
3.FEES,PRICE AND PAYMENT
3.01 FEES. The costs subject to additions and deductions for change orders made in accordance
with this Agreement,Airport shall pay based on ProDIGIQ's cost proposal as outlined in
Exhibit A.Such payments shall be billed on a quarterly basis and payable within thirty(30)
days of the date Airport receives invoices from ProDIGIQ.For clarification,the amount due on
each statement shall be for Services to be provided during the following quarter. Payments
shall be made payable to ProDIGIQ under the name set forth on the invoice received by
Airport at the address for payment set forth on the invoice received by Airport.
3.02 PRICE ADJUSTMENTS.ProDIGIQ reserves the right to increase the fees by no greater than
a total of ten percent(10%)overdur+ng the Initial Term of the Agreement. Any proposed price
adjustments must be submitted by ProDIGIQ in writing to the Airport at least thirty(30)days
prior to the due date of the following quarter's fees.
3.03 CHANGE ORDERS. Airport may modify this Agreement by requesting additional Systems
and/or Services,provided however,ProDIGIQ is given thirty(30)day written notice of any
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such modification and approves of such modification,and Airport shall be responsible for
paying ProDIGIQ for any additional fees related to such modification.Contract fees,prices,or
schedules shall be equitably adjusted where an issued change so demands.For avoidance of
doubt,any modification related to the reduction or termination of any portion(s),whether in part
or in whole,of the Services or fees shall require the written approval of both parties prior to
being implemented.
4.RIGHTS AND OBLIGATIONS
4.01 PRODIGIQ'S OBLIGATIONS. The parties understand that ProDIGIQ shall be responsible for
the following matters.
4.01.1 SERVICING OF SYSTEM. As outlined in Exhibit A and attached for reference,
ProDIGIQ shall provide 24x7 remote monitoring of all systems necessary for the
provision of the real-time System data,as contemplated in Exhibit A,to Airport.
ProDIGIQ shall provide all software upgrades and system maintenance as
contemplated on Exhibit A. ProDIGIQ shall provide prompt maintenance and repair
service to keep Services operating properly. Such service shall be provided as soon
as possible,following notification to ProDIGIQ by Airport that such service is required.
In the event immediate repair is not possible,ProDIGIQ shall make repairs and restore
any malfunctioning or inoperative System software to a satisfactory working condition
within a brief period of time following notification by the Airport unless an extended
period is agreed upon prior to the service repair commencement. ProDIGIQ will
provide the Airport with daytime and after hours contact information for the
maintenance provider.
4.01.2 SOFTWARE UPGRADES. ProDIGIQ shall provide System software upgrades,if any,
during the life of this Agreement. All such upgrades will be provided to the Airport's
system within a reasonable amount of time after they become available.
4.01.3 REMOTE SERVER MAINTENANCE AND UPGRADES. ProDIGIQ shall maintain
and upgrade of the servers that will support the operation of all acquired modules
at the Airport during the life of this Agreement.
4.02 AIRPORT'S OBLIGATIONS. The parties understand that the Airport shall be responsible
for the following matters.
4.02.1 SITE VISIT EXPENSES. Should Airport request and require site visits by ProDIGIQ
that are not a part of a scheduled maintenance or system upgrade visit,or upon
termination of this Agreement where by ProDIGIQ is required to or requested to visit
the site,Airport shall pay all reasonable travel expenses and costs of ProDIGIQ
incurred in such site visits.
4.03 PRODIGIQ'S RIGHT OF INGRESS AND EGRESS. If necessary,and upon reasonable
notice to Airport and subject to applicable laws and regulations and the Airport's rules and
regulations,ProDIGIQ,its agents and employees,shall have the right of ingress and egress
to and from the airline terminal building at all reasonable times in order to carry out the
terms and conditions of this Agreement.
5.MISCELLANEOUS
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5.01 TERMINATION AND DEFAULT.Termination of this Agreement shall occur either upon(i)
the natural termination date of this Agreement pursuant to section 2 above,(ii)upon receipt
of notice of an uncured material breach pursuant as described herein this section as
described under section 5.05 below,(iii)or upon complete execution of a written mutual
release by the parties.
5.02 REPRESENTATION AND WARRANTY.
5.02.1 ProDIGIQ represents and warrants that: (a)it has full right and power to enter
into and perform this Agreement and that its performance under this Agreement
will not violate any law and will not conflict with or violate any other obligation
ProDIGIQ may have to any other party;(b)it is the owner or licensee of any and
all intellectual property or software that will be used in providing the Services to
Airport;and(c)no provision of this Agreement nor the delivery of the Services to
Airport will infringe the intellectual property rights of any third party.
5.02.2 Airport represents and warrants that it has full right and power to enter into and
perform this Agreement and that its engagement into this Agreement will not
violate any law and will not conflict with or violate any other obligation Airport may
have to any other party.Airport represents and warrants that it shall use the
Services as contemplated in Exhibit A and shall not,or induce any third party to,
reverse engineer or distribute ProDIGIQ intellectual property as described under
paragraph 5.07 below.Lastly,it shall only provide access to the Services to
personnel trained and authorized by Airport to use the Services.
5.03 DISCLAIMERS,LIMITATIONS OF LIABILITY. PRODIGIQ WILL NOT BE LIABLE TO AIRPORT
FOR INDIRECT,CONSEQUENTIAL,SPECIAL,PUNITIVE OR EXEMPLARY DAMAGES OR
PENALTIES ARISING FROM OR RELATED TO THIS AGREEMENT EXCEPT FOR WILLFUL
MISCONDUCT BY PRODIGIQ AND ITS AFFILIATES,SUBSIDIARIES,OR PARENT.IN ANY
EVENT,AIRPORTS DAMAGES ARISING FROM ANY CAUSE OF ACTION RELATING TO
THIS AGREEMENT OR ACTIONS CARRIED OUT IN CONTEMPLATION OF THIS
AGREEMENT SHALL BE LIMITED TO THE AMOUNT AIRPORT HAS PAID TO PRODIGIQ
UNDER THIS AGREEMENT.AIRPORT SHALL NOT BE ENTITLED TO ANY INJUNCTIVE
RELIEF FOR ANY ALLEGED BREACH OF THIS AGREEMENT BY PRODIGIQ.
5.04 NOTICES. All notices required or permitted by this Agreement shall be in writing and will be
delivered in person or by the U.S.Postal Service via certified mail,return receipt requested,
and shall be deemed sufficiently given if served in the manner specified herein. Any notice
which is delivered in person shall be deemed to have been given on the date it is delivered in
person. Any notice which is delivered by U.S.Postal Service via certified mail,return receipt
requested,shall be deemed to have been given four(4)days after the date it was mailed. If
such notice is intended for Airport it shall be addressed to:
Renton Municipal Airport/Clayton Scott Field
Attention:Harry Barrett,Jr.
616 West Perimeter Road,Unit A
Renton,Washington 98057
And if intended for ProDIGIQ it shall be addressed to:
Anita Venkataraman
President
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ProDIGIQ,Inc.
26500 West Agoura Road,Ste.102-796
Calabasas,CA 91302
5.05 FORCE MAJEURE.Neither party will be liable for,or be considered to be in breach of or
default under this Agreement,other than monetary obligations,as a result of any cause or
condition beyond such party's reasonable control.
5.06 NONPERFORMANCE. In the event that a party fails to perform as required by this
Agreement and is in material breach of this Agreement,and such material breach is not
related to actions solely attributable to the non-breaching or to matters totally beyond the
reasonable control of the breaching party,i.e.,by virtue of matters typically referred to as
force majeure,the non-breaching shall provide to the breaching party a notice of material
breach. If the material breach identified in the notice of material breach is not cured by the
breaching party within thirty(30)calendar days,the parties agree that the non-breaching
shall be entitled to immediately terminate the Agreement with a notice of a failure to cure
breach.In the event that such legal action is necessary,parties shall also be entitled to
recover all reasonable and verifiable costs and expenses of such action,including without
limitation its reasonable attorneys'fees,costs of court,and any fees or expenses of expert
witnesses.
5.07 INTELLECTUAL PROPERTY.
5.07.1 ProDIGIQ and/or its licensors own and shall retain all proprietary rights,including
all patents,copyrights,trade secrets,know-how,trademarks and other intellectual
property rights now known or hereafter devised,in and to the Services and
Systems including,but not limited to,software,code,hardware,technology,
schematics,web and mobile applications,as well as any upgrades or derivative
works thereof provided to Airport pursuant to this Agreement("ProDIGIQ
Intellectual Property").Airport acknowledges that the license granted under this
Agreement shall not assign Airport any title to or ownership interest in the
ProDIGIQ Intellectual Property as well as any upgrades or derivative works
provided pursuant to this Agreement,and shall only have a license to use the
Services in accordance with the terms and conditions of this Agreement.
ProDIGIQ retains all intellectual property rights not specifically granted herein.
5.07.2 Notwithstanding the foregoing,Airport shall retain ownership of any maps,
pictures,documents,as well as other copyrighted materials and trademarks it has
supplied ProDIGIQ pursuant to the performance of this Agreement("Airport
Intellectual Property").Further,Airport shall have all right and title to the data
generated for the Airport through its use of the Systems and Services.For
avoidance of doubt,ProDIGIQ shall be entitled to maintain copies of all Airport
Intellectual Property and data as described hereunder for its records and internal
use.
5.08 CONFIDENTIALITY.To the extent provided by law including Airport's obligations under the
Washington Public Records Act,chapter 42.56 RCW,each party agrees to protect each
other's Confidential Information of the other party from disclosure to anyone other than the
directors,officers and employees of the receiving party who have a business related need
to have access to such Confidential Information in conjunction with the purposes of this
Agreement.Each party will use the same degree of care to protect such Confidential
Information of the other party as it uses to protect its own information of like importance.
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The term"Confidential Information,"as used in this Agreement,shall mean any and all
technical and business information,whether written or graphic,that is clearly marked as
"Proprietary Business Information"that representatives of either party may disclose or
reveal to the other party,including but not limited to:financial plans and records;marketing
plans;business strategies and relationships with third parties;client lists;retailer lists;
present and proposed products;trade secrets;computer software programs and
descriptions of functions and features of software;source code;computer hardware
designs;information regarding customers,suppliers,founders,employees and affiliates.
5.09 HOLD HARMLESS[Removed..1 -• - -. -- ••• _ _ •- . '-
reasonable attornoys'fees,and fees and costs of any expert witnesses.
5.10 . ., . _ • • - - - • . - :e - ' e - _ • -
{Formatted:No underline
partiesjRemoved.]
5.11 ASSIGNMENT. ProDIGIQ may assign its rights or delegate its obligations under this
Agreement to any parent,subsidiary,or as part of a merger or acquisition of its business or
its assets provided that such assignee is fully qualified,able,and willing to meet all
delegated obligations.
5.12 SEVERABILITY: The parties agree that if any provision of this Agreement is held by a
court to be unenforceable,then the court shall have the power to reform the unenforceable
provision to be in compliance and reflect the reasonable intentions of the parties,if possible.
In any event,the parties agree that the invalidity of any provision shall not prejudice or
affect the enforceability of this Agreement or any other provision in it.
5.13 CONTROLLING LAW. The laws of the state of California shall govern this Agreement,
. .e.- '• -- _ _.JRemoved.l
5.14 F -eF - - =` - ' -••- -•- - - - --- - -
required by the City.JRemoved.l
5.15 SURVIVAL.The following sections shall survive the termination of this Agreement:5.02,5.03,
5.04,5.05,5.06,5.07,5.08,5.09,5.10,5.11,5.12,5.13,5.14,5.15,5.16.and 5.17
5.16 MODIFICATION AND WAIVER.This Agreement may not be cancelled,altered,modified,
amended or waived,in whole or in part,in any way,except by an instrument in writing
5
signed by both parties.The waiver by either party of any breach of this Agreement in any
one or more instances shall in no way be construed as a waiver of any subsequent breach
of this Agreement(whether or not of a similar nature).
5.17 ENTIRE AGREEMENT.This Agreement constitutes the entire understanding and
agreement between the parties hereto and supersedes all prior and contemporaneous
written and oral agreements between the parties regarding the subject matter of this
Agreement.This Agreement and all exhibits and schedules attached hereto shall be binding
and shall inure to the benefit of the respective parties hereto,their respective successors in
interest,legal representatives and assigns,and represents the entire understanding
between the parties. Section headings are for convenience only and shall not affect the
interpretation of the terms of this Agreement.This Agreement may be executed in
counterparts,which together constitute a single agreement and each of which will serve as
evidence of the parties'binding agreement.By signing-belew,the signatories accept this
Agreement on behalf of the entities listed belew-and hereby represent and warrant that they
(i)have full legal authority to bind the entity to this Agreement,(ii)have read and
understand this Agreement,(iii)have reviewed this Agreement with an attorney of its choice
or have waived its right to do so;and(iii)agree to all terms and conditions of this
Agreement.
written above. - -
Airport ProDIGIQ,Inc.
Signature Signature
Name Name
Title Title
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