2011-11-29 Aviation IT Contracts

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    PROFESSIONAL SERVICES AGREEMENTTl-llS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made this

    _____ day of between the City of Dayton, Ohio, a municipal corporationin and of the State of Ohio, ("City") and JY G Innovat ions, a corporation authorized to conductbusiness in the State of Ohio, ("Consultant").

    WITNESSETH THAT:WHEREAS, The City finds it advantageous to engage a firm to provide informationtechnology ("IT") services and support, including engineering and final tier problem resolutionservices, for the City'S Department of Aviation IT network and related systems; andWHEREAS, Consultant represents that it is an experienced and qualified technology

    business solutions provider, which is able to provide the Professional Services requested; andWHEREAS, The parties enter into this Agreement to set forth the terms and conditionsfor the performance of IT Professional Services by Consultant fonhe City.NOW, THEREFORE, in consideration of the mutual promises and covenants set forth

    hereinafter, the City and Consultant agree as follows:

    A. Representations

    ARTICLE IPROFESSIONAL SERVICES

    Consultant warrants and represents that: (1) it is qualified and permitted by law to perform all theProfessional Services to be furnished pursuant to the terms of this Agreement; and (2) allpersonnel engaged in the performance of the Professional Services to be provided hereunder arequalified, experienced, capable and, as applicable, licensed to perform the work and servicesthey are designated to perform.B. Professional ServicesConsultant shall provide technical support, including IT engineering and final tier IT problemresolution services, for the computer network and systems, including all related data andsystems, within the City 's Department of Aviation. Specifically, Consultant will perform thetechnical IT work and services as described in Exhibit A, which is attached hereto andincorporated herein by reference. For purposes of this Agreement, all work, services anddeliverables to be provided by Consultant under this Agreement is referred to hereinafter as the

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    "Professional Services." In the pelformanceof Aviation facilities at the James M.and its employees, agents, and contractorslocal laws, rules, regulations, orders and procedures governing theand use of the Airport and aeronautical facilities.C. Representations, Covenants and WarrantiesThe Professional Services perfonned under this Agreement shall comply with all applicablefederal, state, and local laws, regulations or orders, and agency association standards or otherstandards governing the perfonnance of the particular professional service.Consultant acknowledges that it is fully responsible for the Professional Services provided to theCity, whether directly with its own staff or indirectly with contractors/agents. Consultantrepresents and warrants to the City that: (1) the Professional Services will be perfonned in amanner that meets the highest professional standards of the industry for IT technical and supportservices; (2) none of the Professional Services or any tangible deliverables associated with theProfessional Services will violate the intellectual property rights or any o ther proprietary,privacy, contractual or legal rights of any third party; (3) no tangible deliverable provided byConsultant as part of the Professional Services will be subject to any lien or encumbrance; and(4) all tangible deliverables provided as part of the Professional Services will be free fromdefects in design and workmanship and fit for their intended purposes and use by the City.Consultant further represents and warrants to the City that: (1) it will not access the City'sDepartment of Aviation or any other City network, system or application (hereinaftercollectively the "network") other than solely for the purpose of perfonning ProfessionalServices; and (2) Consultant will access the network with equipment provided by the City or, ifConsultant uses remote access with its own devices and computers to perform the ProfessionalServices, Consultant shall use only devices and computers that have state-of-the-art virusprotection software, encryption, security and privacy features, and disaster recovery solutions.Consultant represents, guarantees and warrants to the City that all Professional Servicesperfonned hereunder: (1) shall be free of known viruses, wonns, Trojan horses and thelike; and (2) shall be free from any code, trap door, time bomb, or other third party codedesigned to restrict, remove or disable intellectual property because of the passage of time,alleged failure to make payments due or otherwise, but excepting therefrom documentedsecurity measures such as password expiration functions.D. PersonnelThe City reserves the right to conduct, for security reasons and compliance with federal laws,rules, regulations and procedures governing access to airports and aeronautical facilities, abackground investigation on any person assigned by Consultant to perfonn any of theProfessional Services required hereunder. Consultant agrees to fully cooperate with the City inthis endeavor and to provide any infonnation, to the extent allowed by law, which is reasonablynecessary to perform such background investigation. Dependent upon the results of the

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    backgroundperfonnancepersonnel providing the Professionalprocedures and security requirements.E. Access to Airport Property

    fromadvising alls business policies,

    As directed by the City, Consultant shall insure that its employees, contractors and agentsrequiring access in connection with performance of the Professional Services to the City'sDepartment of Aviation facilities located in the "sterile areas" at the Airport are properlyidentified with a City-issued security access badge (or such other media) and that said badge isprominently displayed at all times while such persons are in the sterile areas. For purposes ofthis Agreement, "sterile areas" include all non-public areas of the Airport, including thedesignated "Security Identification Display Area" ("SIDA") and the Airport Operations Area("AOA"), as these tenns are defined by Title 49 Code of Federal Regulations, Part 1542, as maybe amended or replaced, and the City's approved Airport security program, and those areas ofthe Airport located beyond security checkpoint. For Consultant's employees, agents andcontractors not issued a security access badge; Contractor shall comply with and enforce thefederal and City policies, procedures and requirements related to the escort of such personswithin sterile areas of the Airport. Consultant shall comply with all City policies, procedures andrequirements for the issuance of the security access badge, and waives any claim against the Cityresulting from the City's refusal to issue or revocation of a security access badge pursuant toapplicable laws, rules, regulations, policies and procedures.

    COMPENSATIONTotal amount of remuneration in this Agreement shall not exceed the sum of Two HundredSeventy Thousand Dollars ($270,000) for the Professional Services provided by Consultantpursuant to the tenns of this Agreement, inclusive of reimbursable expenses.A. Compensation for Professional ServicesPayment for the Professional Services provided by Consultant is at the following hourly rates forthe specific categories of personnel involved in providing the Professional Services hereunder:

    Applications Engineer .................................... $ 94.00Senior System Engineer ................................. $ 91.00Systems Engineer ...........................................$ 75.00Hourly time charges shall be detennined on a p0!1al-to-p0!1al basis, with partial hourly billingsbased on ten (10) minute minimum increments.B. Reimbursable ExpensesIn addition to the compensation for Professional Services, the City agrees to reimburseConsultant for its expenses reasonably incLlITed in completion of the Professional Services

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    However. for such is subject to

    1. Ie travel expenses are included in the hourly rates paid ascompensation for services. Automobile travel expenses for any destination outsideof Montgomery County, Ohio will be reimbursable at the rate of fifty cents ($.50)per mile.

    2. Reimbursable expenses are limited to those out-of-pocket expenses paid byConsultant to some third party, excluding itself, and its employees, excluding anyother consultant and sub-consultants and excluding any third party in whichConsultant has an ownership interest or Consultant receives payments or benefitsin consideration for service or product orders given to that third party.

    3. Amounts billed as reimbursable expenses are limited to direct costs incurred byConsultant and shall not include any mUltiple or additional percentage of thosecosts.4. In order to be reimbursable, expenses must have been reasonably appropriate ormust have been necessary, when evaluated in the light of the services to beperformed. The cost of alcoholic beverages or entertainment shall not bereimbursed.5. Signed, legible and explanatory receipts must be submitted for all reimbursableexpenses, if requested by the City.

    C. Billing FrequencyConsultant shall submit invoices, not more frequently than monthly or in such frequency as theparties may agree, for payment of the Professional Services actually provided and reimbursableexpenses. Invoices shall detail the Professional Services provided during the invoice period andnumber of hours devoted to performance of the services (by labor category), list the total amountrequested together with itemized hourly billings (by labor rate) and amount of reimbursableexpenses incurred during the invoice period, listed by category and type of expense. All invoicesshall be accompanied by supporting documentation and information that substantiates theinvoiced amount and expenses incurred. The City agrees to tender payment of all invoices withinthirty (30) days from the City's receipt of an invoice, unless the City disputes the invoice.

    ARTICLE HIRECORDS AND RETENTIONConsultant shall use Generally Accepted Accounting Principles ("GAAP") in recording anddocumenting all costs and expenditures related in whole or part to the performance of thisAgreement. Such costs and expenditures for the Professional Services provided under thisAgreement shall be supported by properly executed payrolls, time records, invoices, contracts,vouchers or other accounting documents and other evidence (collectively, "records"). Allrecords shall be clearly identified and readily accessible. At any time during normal businesshours and as often as the City may request, Consultant shall make available to the City, the

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    Auditor of the State of Ohio, the federal and any of its and agencies,and any of their desi all of its to this Agreement performance ofProfessional Services. Consul tant shall the City, the Auditor the State of Ohio,federal government and any of its depaI1ments and agencies and any of their designees to audit,examine, and make excerpts or transcripts from such records and to have audits made of allcontract(s), invoices(s), materials, payrolls, personnel records, conditions of employment andother data pertaining in whole or in part to matters covered by this Agreement.All records relating to the Professional Services provided under this Agreement, including anyand all supporting documentation for invoices submitted to the City, shall be retained byConsultant and made available for review by the City, the Auditor of the State of Ohio, thefederal government and any of its departments and agencies, and any of their designees for aminimum of four (4) years after the termination or expiration of this Agreement.Notwithstanding the foregoing, if there is litigation, claims, audits, negotiations or other actionsthat involve any of the records pertaining to this Agreement, which commences prior to theexpiration of the four-year period, Consultant shall retain such records until completion of theactions and resolution of all issues or the expiration of the four-year period, whichever occurslater.

    ARTICLE IVTERM AND RENEWALThis Agreement shall commence on the Effecti ve Date or November 1, 2011, whichever is later,and expire on November 30, 2014, with an option to renew for two additional years, unlessearlier terminated.

    A. Indemnification

    ARTICLE VINSURANCE AND INDEMNITY

    Consultant shall indemnify and hold harmless the City and its elected officials, officers,employees, and representatives from and against all expenses, damages, claims, suits, orliabilities (including reasonable attorney's fees) arising out of the performance or nonperformance of this Agreement and/or infringement or alleged infringement of any patent,copyright, trademark, or other intellectual property right, privacy or similar right of any thirdparty and/or the acts, omissions or conduct of Consultant or its employees and agents; exceptingsuch claims, losses, damages and expenses or liabilities that are solely caused by or arise out ofthe negligence or intentional acts of the City, its officers, employees and agents. Consultantagrees to indemnify the City for any fines or penalties levied against the City by the FederalAviation Administration, Transportation Security Administration, or other governmentalauthority resulting from the acts, omissions or conduct of Consultant or its employees andagents.

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    B. InsuranceDuring the term of this Agreement, Consultant shall, at its expense,company authorized to do business in the State of Ohio and having at anA.M. Best, Professional Liability Insurance, having a minimum One Million Dollarannual aggregate and General Liability Insurance, having a minimum One Million Dollar($1,000,000) annual aggregate. Said policy shall name the City, Ohio, its elected officials,officers, agents, and employees as additional insureds. Consultant shall also maintain Workers'Compensation Insurance in such amounts as prescribed by law for each of its employeesinvolved in the performance of this Agreement, and shall require all contractors, subcontractorsand other engaged by Consultant to perform any of the Professional Services hereunder tomaintain same.All policy/policies of insurance to be maintained pursuant to this Article shall contain a provisionstating that said insurance may not be canceled or terminated without thirty (30) days priorwritten notice to the City. Upon execution of this Agreement, Consultant shall furnish the Citywith a copy of such certificate(s) of insurance demonstrating compliance with this Article and, atthe City's request, shall permit the inspection of a complete copy of the policy or policies ofinsurance. It is agreed that all premiums and costs of the insurance required hereunder is notreimbursable or otherwise chargeable to the City. The insurance required hereunder shall not belimited by any limitations expressed in the indemnification language herein or any limitationplaced on the indemnity therein given as a matter of law. The City maintains the right to modify,delete, alter or change the insurance requirements contained in this Article upon advancereasonable notice to Consultant.

    ARTICLE VITERMINATION

    This Agreement may be terminated by either party upon giving written notice of termination tothe other party at least thirty (30) days prior to the effective date of such termination. Inaddition, this Agreement may be immediately terminated in the event or under any of thefollowing circumstances:

    1. If a recei ver for Consultant's assets is appointed by a court of competentjurisdiction.2. Consultant is divested of its rights, powers and privileges under this Agreementby operation of law.3. Consultant's breach of any term, covenant or condition of this Agreement to bekept, performed and observed by it, and the failure of Consultant to remedy such

    breach within thirty (30) days from the date of written notice from the Cityspecifying the nature of the breach.4. The City's breach of any term, covenant or condition of this Agreement to bekept, performed and observed by it, and the failure of the City to remedy such

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    breach within thirtyspecifying the nature

    In the event of termination, the City is not to for Servicesperformed or expenses incurred subsequent to the effective date of termination, and, upon suchpayment, Consultant shall provide to the City copies of all data, reports, summaries, and suchother information and materials, whether completed or in process.

    ARTICLE VIIEQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATIONConsultant shall not discriminate against any employee or applicant for employment because ofrace, color, religion, sex, sexual orientation, gender identity, ancestry, national origin, place ofbirth, age, marital status or handicap with respect to employment, upgrading, demotion, transfer,recruitment or recruitment advertising, lay-off, termination, rates of pay, or other forms ofcompensation, or selection for training, including apprenticeship.It is expressly agreed and understood that Section 35.14 of the Revised Code of GeneralOrdinances (RCGO) of the City of Dayton constitutes a material condition of this Agreement asfully and as if specifically written herein and that failure to comply therewith shall constitute abreach thereof entitling City to terminate this Agreement at its option.

    ARTICLE VIIICONFIDENTIALITYEither party may provide the other party with information that it confidential orproprietary. Proprietary information shall be information, which, if made public, would put thedisclosing party at a disadvantage in the market place or trade of which the party is a part.Confidential information shall be information that, under the laws of the State of Ohio, isclassified as being "private" or "confident ial". Such information, to the fullest extent possible,shall be marked "confidential" and/or "proprietary" by the party providing it within ten (10) daysafter disclosure.To the extent permitted by law and recognizing that the City is a political subdivision of the Stateof Ohio and subject to the Ohio Public Records Act (Ohio Revised Code 149.43 et seq.), theparties agree that for a period of two (2) years following the date of disclosure of confidential orproprietary information, it will not disclose such information to any third party without the otherparty's written consent. During this two-year period, each party will protect the confidential orproprie tary information recei ved by it in the same manner that it protects its own confidentialinformation of a similar nature. Each party agrees that it will only copy the confidential orproprietary infomlation to the extent necessary to perform the services contracted for under thisAgreement.Nothing in this Article shall prohibit or limit either party's use or disclosure of confidential orproprietary information: (i) previously known to it without agreement of confidentiality, (ii)independently developed by it, (iii) acquired by it from a party \vhich is not, to the other party'sknowledge, under an obligation not to disclose such information, (iv) is or becomes publicly

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    writina bv a'" -

    other party,; or (vi)

    ARTICLE IXDELIVERABLES AND OWNERSHIP

    All documents, software, hardware, databases, scripts and/or routines provided to or madeavailable to Consultant by the City for performance of the Professional Services shallremain the sole and exclusive property of the City (or the third party authorizing/licensingthe City's use thereof), and shall not be reproduced or used by Consultant for any purposeother than completing the Professional Services. Consultant is responsible for any and allliability resulting from its breach of the aforementioned sentence.Except as otherwise provided in this Article IX, all materials developed, modified,changed, generated, and/or produced by Consultant, its employees and/or contractors, inthe performance of the Professional Services including, but not limited to, computersoftware, computer software programming code(s), documentation, databases, scripts,routines, flow charts, diagrams, specifications, reports and data (collectively, the "WorkProduct") shall, upon payment, become the sole and exclusive property of the City. Anyother invention, product, computer program or specifications, whether patentable or unpatentable, which is made, conceived, or first actually or constructively reduced to practiceby Consultant as a result of Professional Services provided hereunder (individually, an"Invention" and collectively, the "Inventions") also shall, upon payment, become theCity's sole and exclusive property.I f the Work Product, or any portion of it, is not considered work-made-for-hire, or ifConsultant is entitled to claim any other ownership interest in the Work Product orInventions, then, Consultant shall transfer, grant, convey, assign, and relinquish to City allof its worldwide right, title, and interest in and to such Work Product and Inventions, underpatent, copyright, trade secret, and trademark law, in perpetuity or for the longest periodotherwise permitted by law. Consul tant agrees to perform any and all acts that may bedeemed reasonably necessary or desirable by City to evidence the transfer of ownership tothe City of the Work Product and Inventions.It is understood that certain pre-existing intellectual property developed by Consultant andprovided to the City may be provided hereunder. In such instance, Consultant shall advisethe City, in writing, that it is providing its pre-existing intellectual property and shall grantthe City an ilTevocable, perpetual, exclusive, worldwide, royalty-free right and license touse such intellectual property and to make copies of same for (i) development and testing;Oi) Y2K or such other compliance testing; (iii) disaster recovery, backup, archive andrestore testing and implementation purposes; and (iv) for any other purposes contemplatedby this Agreement.

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    right to . whichIS as part of Professional Servicessecured in the name of the City of Dayton, Ohio.

    ARTICLE XGENERAL PROVISIONS

    A. Entire Agreement and Invalid ProvisionsThis Agreement represents the entire and integrated Agreement between the City and Consultantand supersedes ali prior negotiations, representations and agreements, whether oral or written. Ifany provision of this Agreement is held invalid, the remainder of the Agreement shall not beaffected thereby, and all other parts of this Agreement shall nevertheless be in full force andeffect.B. Independent ContractorBy executing this Agreement, Consultant acknowledges and agrees that it will be providingservices to the City as an "independent contractor". As an independent contractor for the City,Consultant shall be prohibited from representing or allowing others to construe the parties'relationship in a manner inconsistent with this subsection. Consultant and its employees, agents,contractors and consultants shall have no authority to assume or create any obligation on behalfof, or in the name of the City, without the express prior written approval of a duly authorizedrepresentative of the City.Consultant and all employees and any other persons retained or hired by Consultant to performthe Professional Services or assume any duties and responsibilities under this Agreement are notCity employees, and therefore, such persons shall not be entitled to any of the emoluments ofemployment with the City of Dayton and Consultant shall indemnify the City against any suchclaims by its employees, agents, contractors and consultants for such City employee benefits.Consultant is responsible to withhold and payor, if such persons are contractors, require itscontractors to pay, all applicable local, state and federal taxes.C. AmendmentsThis Agreement may be amended by mutual agreement between the City and Consultant,provided that no amendment shall be effective unless it is reduced to a writing, which makesspecific reference to this Agreement, executed by a duly authorized representative of each partyand, if applicable or required, approved by the Commission of the City of Dayton, Ohio.

    D. Applicable Law and VenueThis Agreement shall be governed and construed under the laws of the State of Ohio. Byexecution hereof, Consultant irrevocably submits to the original jurisdiction of the courts located

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    within the County of Montgomery, State of Ohio. with regard to anyrelating to, or in any way concerning the or performanceE. Notices and Communications

    arising out. s Agreement.

    Any written notice or other communication required or permitted by this Agreement shall bemade in writing and shall be delivered personally, sent by express delivery, certified U.S. mail,postage pre-paid, to the respective party at the following address:If to the City:

    If to Consultant:

    City of Dayton, Ohio - Department of AviationJames M. Cox Dayton International Airport3066 Terminal Drive, Suite 300Vandalia, Ohio 45377Attn: Director of AviationJYG Innovations180 Fivepines CourtClayton, OH 45315Attn: Jacqueline Y. Gamblin, CEO

    Nothing contained in this Subsection shall be construed to restrict the transmission of routinecommunications between the parties.F. Assignment and SubcontractingConsultant shall not assign any rights or duties under this Agreement without the prior writtenconsent of the City. Unless otherwise stated in the City's written consent to an assignment, noassignment will release or discharge Consultant from any obligation under this Agreement.Notwithstanding, nothing contained in this Subsection shall prevent Consultant from employingor subcontracting with independent consultants, associates, and subcontractors to assist in theperformance of the Professional Services required; provided, that the City is satisfied with theindependent consultants, associates and/or subcontractors' performance of such services.G. Meetings and Evaluation of PerformanceConsultant shall meet with the City and its designees at such times designated by the City toreview and discuss performance of this Agreement and/or the Professional Services. Consul tantshall allow the City to conduct inspections or monitoring, and shall cooperate with the City, itsemployees, agents and other independent contractors, in all respects concerning the performanceof the Professional Services and the review and monitoring of Consultant's performance underthis Agreement.H. Ohio Revised Code 3517.13 ComplianceThe Consultant affirms and certifies that it complies with Ohio Revised Code 3517.13 limitingpolitical contributions.

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    IN WITNESS 'WHEREOF,representati ve, have executed thisCITY OF DAYTON, OHIO

    City Manager

    APPROVED AS TO FORM ANDCORRECTNESS:

    Cit Attorney S/0APPROVED BY THE COMMISSION OFTHE CITY OF DAYTON, OHIO:

    ______________________ 20_

    Min. / Bk. ______ Pg. _____

    Clerk of the Commission

    JVG

    ITS: ________________________

    I I

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    A

    Consultant will perfonn the following services for the City's Department of Aviation:a Perfonn server system administration and operations.a Monitor data backup processes.a Maintain desktop computer systems.a Assist users with problem resolution.a Monitor network availability and operational status.a Monitor system security posture including antivirus signatures, system patches, Pix

    firewall rules, and ISA server.a Manage user add, remove, and changes in Active Directory.a Provide IT systems design and implementation guidance.a Communicate status of project activities and actions with the Airport IT staff.a Infuse new technologies into the environment as requested.a Provide final-tier problem resolution services as requested.a Assist with VoW implementation.

    Consultant shall assign one of its Programmers to provide on-site (at the Airport) support andoff-site (remote) monitoring support to provide the Professional Services up to a maximum oftwenty (20) hours per week during the term of this Agreement. In addition, Consultant shallprovide Application Engineer, Senior Systems Engineer and Systems Engineer labor categoriesto provide Professional Services on an as basis and upon the verbal or written pre-approval from the City's Director or his designee.

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    TO: City ManagerFROM: Aviation I Administration & FinanceDepartmentIDivision

    (CHECK ONE)

    r Purchase Orderr Price ,Agreementr Award of Contract

    r Lease ,Agreementr Estimate of Costr Payment of Voucher

    W Other Professional Services AgreementJustification and description of purchase, contract or payment:

    PROFESSIONAL SERVICES AGREEMENT

    Date November 16, 2011Code 51000-3210-1151-43

    Fund Title Aviation OperatingAmount $270,000 ($90,000 peryear for 3 years)

    SupplierNendor/Company/lndividual:NAME

    ADDRESS

    JYG Innovations180 Fivepines CourtClavton. Ohio 45315

    The Department ofAviation requests permission to enter into Professional Services Agreement with JYOInnovations ("JYO"). Under this Agreement, JYO will provide information technology ("IT") services andsupport needed at the Dayton International Airport, including IT systems engineering, design andimplementation, monitoring of system security and final tier problem resolution services.This Agreement is effective on the date of execution by the City and shall expire on November 30,2014, withan option to renew for two additional years. The total amount payable under this Agreement is an amount notto exceed $270,000.00, or $90,000 per contract year.JYO Innovations is certified with the City ofDayton as a Minority-Owned, Women-Owned and Small BusinessEnterprise in the City's Procurement Enhancement Program. The Agreement was reviewed and approved as toform and correctness by the Department of Law. A Certificate of Funds in the amount of $15,000 for theremainder of 2011 is attached.

    Approved Affirmative Action Program on File Iv Yes rNAArrryroved by City CommissionK ~ l P 4 if f } ; ~ 1 J - -Clerk~ l J e i n k 14 I ;{)I/Date .

    FORM NO. MS-16

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    CERTIFICATE FUNDSSECTION1 - to be completed by User Department

    x NEW CONTRACT- - - - ___RENEWAL CONTRACT CHANGEORDERSContract start date: November 16,2011Expiration Date: November 30, 2014

    Original Commission Approval $270,000.00NO DRAFT DOCUMENTS PERMITTED

    Initial Encumbrance $15,000.00Remaining Commission Approval $255,000.00

    ~ - - - - - - - - - - - - - - - - - - - - - 4 Original CT/CF IIncrease Encumbrance +

    Decrease Encumbrance ( )

    Remaining Commission Approval ::$===================::Fund Code:51000 -3210-115]-43Fund Org Acct Prog

    Fund Code: - - -- - --- --- ---Fund Org Acct Prog..Attached additionalpager/ormote FOAP's

    Vendor Name: JY G InnovationsVendor AddressFederal IDCommodity Code:

    180 Fivepines Court27135646891880

    Activity Location

    - ---Activity Location

    (Street)

    Fund Code:

    Fund Code:

    Required documentation~ _ I n i t i a l City Manager's Report__ nitial CF__ nitial Agreement/Contract

    __ opy of City Manager's Report__ opy of original CF

    - - - ---- --- -Fund ----o;:g Ace! Prog Activity- - - - -- --- --- --- - - -Fund Org Aut Prog Activity

    Clayton, Ohio 45315(City IState/Zip)

    --_. - .

    LocRI

    Location

    Purpose: This contract will provide IT support services to the Dayton International Airport. The contract provides for 20 hours per weekof IT support services to include IT system engineering, design and implementation, monitoring of system security and final tier problemresolution services.Contact Person: P 1 l I l 1 ~ J a HiXQ!LDepartmentiDivision: Aviation/Administration and Finance Contact 937-264-3594o,;g;n,,;ng D;"",,', S;g", . " , ~ ? _SECTION11- to be completed by Finance DepartmentI hereby certify that the amount of money required to meet the payments called jo r in the aforesaid request has been lawfullyappropriated or such purpose and is in the Treasury, or in the process ofcollection, to the credit of he jund rom which if is to be drawnfree and clear from any previous encumbrance

    .-------------r--:r-l------,,---------,.------.-----------------,IFinance Director Si nature

    L CF Prepared bylDate ~ - - - - - - h . . . - - = - - . : - ~ = - - t J L - - n . : . ~ ~ ~ : . . . . - - . - , - - : - - ~ ~ ~ - - = - - - - + I - C - , - i - l - O - ~ 2 . 5 \ !

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    PROFESSIONAL SERVICES AGREEMENTFOR THE VOIP ASSESSlVIENTAT THE DAYTON INTERNATIONAL AIRPORT

    PROFESSIONAL SERVICES AGREEMENTTHIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made this____ day of between the City of Dayton, Ohio, a municipal corporationin and of the State of Ohio, ("City") and JYG Innovations, a corporation authorized to conductbusiness in the State of Ohio, ("Consultant").

    WITNESSETH THAT:WHEREAS, The City finds it advantageous to engage a firm to provide a VoIPAssessment for the City's Department of Aviation; andWHEREAS, Consultant represents that it is an experienced and qualified technologybusiness solutions provider, which is able to provide the professional services requested; andWHEREAS, The parties enter into this Agreement to set forth the tenns and conditionsfor the performance of professional services by Consultant for the City.NOW, THEREFORE, in consideration of the mutual promises and covenants set forth

    hereinafter, the City and Consultant agree as follows:

    A. Representations

    ARTICLE IPROFESSIONAL SERVICES

    Consultant warrants and represents that: (1) it is qualified and permitted by law to perfonn all theProfessional Services to be furnished pursuant to the terms of this Agreement; and (2) allpersonnel engaged in the perfOImance of the professional services to be provided hereunder arequalified, experienced, capable and, as applicable, licensed to perform the work and servicesthey are designated to perfolm.

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    , , .

    B. Professional ServicesConsultant shall provide an assessment of what is needed to update the current telephone system toa new, updated Voice over Internet Protocol (VoIP) system based on open standards that will havethe ability to expand with the needs of the Airport and increase the overall functionality, service andcommunication with the employees and its customers. Specifically, Consultant will perform theassessment and services as described in Exhibit A, which is attached hereto and incorporatedherein by reference. For purposes of this Agreement, all work, services and deliverables to beprovided by Consultant under this Agreement is referred to hereinafter as the "ProfessionalServices." In the performance of the Professional Services on-site at Department of Aviationfacilities at the James M. Cox Dayton International Airport ("Airport"), Consultant and itsemployees, agents, and contractors shall comply with all applicable federal, state and local la\\'s,rules, regulations, orders and procedures governing the Airport, including access to and use ofthe Airport and aeronautical facilities.C. Representations, Covenants and WarrantiesThe Professional Services performed under this Agreement shall comply with all applicablefederal, state, and local laws, regulations or orders, and agency association standards or otherstandards governing the performance of the particular professional service.Consultant acknowledges that it is fully responsible for the Professional Services provided to theCity, whether directly with its own staff or indirectly with contractors/agents. Consultantrepresents and warrants to the City that: (1) the Professional Services will be performed in amanner that meets the highest professional standards of Consultant's industry; (2) none of theProfessional Services or any tangible deliverables associated with the Professional Services willviolate the intellectual property rights or any other proprietary, privacy, contractual or legalrights of any third party; (3) no tangible deliverable provided by Consultant as part of theProfessional Services will be subject to any lien or encumbrance; and (4) all tangible deliverablesprovided as part of the Professional Services will be free from defects in design andworkmanship and fit for their intended purposes and use by the City.Consultant further represents and warrants to the City that: (1) it will not access the City'sDepartment of Aviation or any other City network, system or application (hereinaftercollectively the "network") other than solely for the purpose of performing the ProfessionalServices; and (2) Consultant will access the network with equipment provided by the City or, ifConsultant uses remote access with its own devices and computers to perform the ProfessionalServices, Consultant shall use only devices and computers that have state-of-the-art virusprotection software, encryption, security and privacy features, and disaster recovery solutions.Consultant represents, guarantees and warrants to the City that all Professional Servicesperformed hereunder: (l) shall be free of known viruses, worms, Trojan horses and thelike; and (2) shall be free from any code, trap door, time bomb, or other third party codedesigned to restrict, remove or disable intellectual property because of the passage of time,alleged failure to make payments due or otherwise, but excepting therefrom documentedsecurity measures such as password expiration functions.

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    D. PersonnelThe City reserves the right to conduct, for security reasons and compliance with federal laws,rules, regulations and procedures governing access to airports and aeronautical facilities, abackground investigation on any person assigned by Consultant to perform any of theProfessional Services required hereunder. Consultant agrees to fully cooperate with the City inthis endeavor and to provide any information, to the extent allowed by law, which is reasonablynecessary to perform such background investigation. Dependent upon the results of thebackground check, City may request that Consultant immediately remove any person fromperformance of the Professional Services. It is Consultant's responsibility for advising allpersonnel providing the Professional Services required hereunder of the City's business policies,procedures and security requirements.E. Access to Airport PropertyAs directed by the City, Consultant shall insure that its employees, contractors and agentsrequiring access in connection with performance of the Professional Services to the City'sDepartment of Aviation facilities located in the "sterile areas" at the Airport are properlyidentified with a City-issued seculity access badge (or such other media) and that said badge isprominently displayed at all times while such persons are in the sterile areas. For purposes ofthis Agreement, "sterile areas" include all non-public areas of the Airport, including thedesignated "Security Identification Display Area" ("SIDA") and the Airport Operations AreaCAOA"), as these terms are defined by 49 CFR Part 1542, as may be amended or replaced, theCity's approved Airport security program, and those areas of the Airport located beyond securitycheckpoint. For Consultant's employees, agents and contractors not issued a security accessbadge; Contractor shall comply with and enforce the federal and City policies, procedures andrequirements related to the escort of such persons within sterile areas of the Airport. Consultantshall comply with all City policies, procedures and requirements for the issuance of the securityaccess badge, and waives any claim against the City reSUlting from the City's refusal to issue orrevocation of a seCLIIity access badge pursuant to applicable laws, rules, regulations, policies andprocedures.

    ARTICLE IICOMPENSA TION

    A. Compensation for Professional ServicesTotal amount of remuneration in this Agreement shall not exceed the sum of Thirty-SixThousand Dollars ($36,000) for the Professional Services provided by Consultant pursuant to theterms of this Agreement, inclusive of reimbursable expenses.B. Reimbursable ExpensesIn addition to the compensation for Professional Services, the City agrees to reimburseConsultant for its expenses reasonably incurred in completion of the Professional Services

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    provided under this Agreement. However, payment for such reimbursable expenses is subject tothe following limitations:1.

    3.

    Local automobile travel expenses are included in the hourly rates paid ascompensation for services. Automobile travel expenses for any destination outsideof Montgomery County, Ohio will be reimbursable at the rate of fifty cents ($.50)per mile.Reimbursable expenses are limited to those out-of-pocket expenses paid byConsultant to some third party, excluding itself, and its employees, excluding anyother consultant and sub-consultants and excluding any third party in whichConsultant has an ownership interest or Consultant receives payments or benefitsin consideration for service or product orders given to that third party.Amounts billed as reimbursable expenses are limited to direct costs incurred byConsultant and shall not include any multiple or additional percentage of thosecosts.

    4. In order to be reimbursable, expenses must have been reasonably appropriate ormust have been necessary, when evaluated in the light of the services to beperformed. The cost of alcoholic beverages or entertainment shall not bereimbursed.

    5. Signed, legible and explanatory receipts must be submitted for all reimbursableexpenses, if requested by the City.C. Billing FrequencyConsultant shall submit invoices, not more frequently than monthly or in such frequency as theparties may agree, for payment of the Professional Services actually provided and reimbursableexpenses. Invoices shall detail the Professional Services provided during the invoice period andamount of reimbursable expenses incurred during the invoice period, listed by category and typeof expense. All invoices shall be accompanied by supporting documentation and infOlmation thatsubstantiates the invoiced amount and expenses incurred. The City agrees to tender payment ofall invoices within thirty (30) days from the City'S receipt of an invoice, unless the City disputesthe invoice.

    ARTICLE IIIRECORDS AND RETENTION

    Consultant shall use Generally Accepted Accounting Principles ("GAAP") in recording anddocumenting all costs and expenditures related in whole or pat1 to the performance of thisAgreement. Such costs and expenditures for the Professional Services provided under thisAgreement shall be supP0l1ed by properly executed payrolls, time records, invoices, contracts,vouchers or other accounting documents and other evidence (collectively, "records"). Allrecords shall be clearly identified and readily accessible. At any time during normal businesshours and as often as the City may request, Consultant shall make available to the City, the

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    Auditor of the State of Ohio, the federal government and any of its departments and agencies,and any of their designees, all of its records related to this Agreement and performance of theProfessional Services. Consultant shall also permit the City, the Auditor of the State of Ohio, thefederal government and any of its departments and agencies and any of their designees to audit,examine, and make excerpts or transcripts from such records and to have audits made of allcontract(s), invoices(s), materials, payrolls, personnel records, conditions of employment andother data pertaining in \vhole or in part to matters covered by this Agreement.All records relating to the Professional Services provided under this Agreement, including anyand all supporting documentation for invoices submitted to the City, shall be retained byConsultant and made available for review by the City, the Auditor of the State of Ohio, thefederal government and any of its departments and agencies, and any of their designees for aminimum of four (4) years after the terminat ion or expiration of this Agreement.Notwithstanding the foregoing, if there is litigation, claims, audits, negotiations or other actionsthat involve any of the records pertaining to this Agreement which commences prior to theexpiration of the four-year period, Consultant shall retain sLlch records until completion of theactions and resolution of all issues or the expiration of the four-year period, whichever occurslater.

    ARTICLE IVTERM AND RENEWAL

    This Agreement shall commence on the Effecti ve Date or December 1, 2011, whichever is later,and expire on February 29,2012, unless earlier terminated.

    A. Indemnification

    ARTICLE VINSURANCE AND INDEMNITY

    Consultant shall indemnify and hold harmless the City and its elected officials, officers,employees, and representatives from and against all expenses, damages, claims, suits, orliabilities (including reasonable attorney's fees) arising out of the performance or nonperfolmance of this Agreement and/or infringement or alleged infringement of any patent,copyright, trademark, or other intellectual property right, privacy or similar right of any thirdparty and/or the acts, omissions or conduct of Consultant or its employees and agents; exceptingsuch claims, losses, damages and expenses or liabilities that are solely caused by or arise out ofthe negligence or intentional acts of the City, its officers, employees and agents.In the event Consultant, its agents, contractors or employees, violate any security measure at theAirport, including, but not limited to, any Federal Aviation Administration or TransportationSecurity Administration secUlity laws rules, regulations, orders and directives, Consultant shallassume full and complete responsibility for such violations, including payment of any penaltyimposed, and shall defend, indemnify and hold the City, its elected officials, officers, agents andemployees harmless therefrom.B. Insurance Requirements

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    During the tenn of this Agreement, Consultant shall, at its expense, maintain with an insurancecompany authorized to do business in the State of Ohio and having at least an "A" rating fromA.M. Best, Professional Liability Insurance, having a minimum One Million Dollar ($1,000,000)annual aggregate, and General Liability Insurance having a minimum One Million Dollar($1,000,000) annual aggregate. Said policy shall name the City of Dayton. Ohio, its electedofficials, officers, agents, and employees as additional insureds. Consultant shall also maintainWorkers' Compensation Insurance in such amounts as presclibed by law for each of itsemployees involved in the perfonnance of this Agreement, and shall require all contractors,subcontractors and other engaged by Consultant to perfonn any of the Professional Serviceshereunder to maintain same.All policy/policies of insurance to be maintained pursuant to this Article shall contain a provisionstating that said insurance may not be canceled or terminated without thirty (30) days plioI'written notice to the City. Upon execution of this Agreement, Consultant shall furnish the Citywith a copy of such certificate(s) of insurance demonstrating compliance with this Article and, atthe City's request, shall permit the inspection of a complete copy of the policy or policies ofinsurance. It is agreed that all premiums and costs of the insurance required hereunder is notreimbursable or otherwise chargeable to the City. The insurance required hereunder shall not belimited by any limitations expressed in the indemnification language herein or any limitationplaced on the indemnity therein given as a matter of law. The City maintains the right to modify,delete, alter or change the insurance requirements contained in this Article upon advancereasonable notice to Consultant.

    ARTICLE VITERMINATION

    This Agreement may be terminated by either party upon giving written notice of termination tothe other party at least thirty (30) days prior to the effective date of such tennination. Inaddition, this Agreement may be immediately terminated in the event or under any of thefollowing circumstances:1. If a recei vel' for Consultant 's assets is appointed by a cour t of competentjurisdiction.2. Consultant is divested of its rights, powers and privileges under this Agreementby operation of law.

    3. Consultant's breach of any term, covenant or condition of this Agreement to bekept, performed and observed by it, and the failure of Consultant to remedy suchbreach within thirty (30) days from the date of written notice from the Cityspecifying the nature of the breach.4. The City's breach of any term, covenant or condition of this Agreement to bekept, performed and observed by it. and the failure of the City to remedy such

    (;

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    breach within thirty (30) days from the date of wlitten notice from the Consultantspecifying the nature of the breach.

    In the event of termination, the City is not obligated to pay for any Professional Servicesperformed or expenses incurred subsequent to the effective date of termination, and, upon suchpayment, Consultant shall provide to the City copies of all data, reports, summalies, and suchother information and materials. whether completed or in process.

    ARTICLE VIIEQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION

    Consultant shall not discriminate against any employee or applicant for employment because ofrace, color, religion, sex, sexual orientation, gender identity, ancestry, national origin, place ofbilth, age, marital status or handicap with respect to employment, upgrading, demotion, transfer,recruitment or recruitment advertising, lay-off, termination, rates of pay, or other forms ofcompensation, or selection for training, including apprenticeship.It is expressly agreed and understood that Section 35.14 of the Revised Code of GeneralOrdinances (RCGO) of the City of Dayton constitutes a material condition of this Agreement asfully and as if specifically written herein and that failure to comply therewith shall constitute abreach thereof entitling City to terminate this Agreement at its option.

    ARTICLE VIIICONFIDENTIALITY

    Either patty may provide the other palty with information that it considers confidential orproprietary. Proprietary information shall be information, which, if made public, would put thedisclosing patty at a disadvantage in the market place or trade of which the party is a part.Confidential information shall be information that, under the laws of the State of Ohio, isclassified as being "private" or "confidential". Such information, to the fullest extent possible,shall be marked "conf idential" and/or "proprietary" by the party providing it within ten (l0) daysafter disclosure.To the extent permitted by law and recognizing that the City is a political subdivision of the Stateof Ohio and subject to the Ohio Public Records Act (Ohio Revised Code 149.43 et seq.), theparties agree that for a period of two (2) years following the date of disclosure of confidential orproprietary information, it will not disclose such information to any third party withoLlt the otherparty's written consent. During this two-year period, each party will protect the confidential orproprietary information received by it in the same manner that it protects its own confidentialinformation of a similar nature. Each party agrees that it will only copy the confidential orproprietary information to the extent necessary to perform the services contracted for under thisAgreement.Nothing in this Article shall prohibit or limit either party's use or disclosure of confidential orproprietary information: (i) previously known to it without agreement of confidentiality, (ii)independently developed by it. (iii) acquired by it from a party \vhich is not, to the other party'sknowledge. an obligation not to disclose sLlch information, (iv) is or becomes publicly

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    available through no breach of this Agreement by the other party, (v) such disclosure is requiredby an order of a Court or under state and/or federal law; or (vi) such disclosure is authorized inwriting by a party to this Agreement.

    ARTICLE IXDELIVERABLES AND OWNERSHIP

    All documents, software, hardware, databases, scripts and/or routines provided to or madeavailable to Consultant by the City for performance of the Professional Services shallremain the sole and exclusive property of the City (or the third party authorizing/licensingthe City's use thereot), and shall not be reproduced or used by Consultant for any purposeother than completing the Professional Services. Consul tant is responsible for any and allliability resulting from its breach of the aforementioned sentence.Except as othenvise provided in this Al1icle IX. all materials developed, modified,changed, generated, and/or produced by Consultant, its employees and/or contractors, inthe performance of the Professional Services including, but not limited to, computersoftware, computer software programming code(s), documentation, databases, scripts,routines, flow charts, diagrams, specifications, reports and data (collectively, the "WorkProduct") shall, upon payment, become the sole and exclusive property of the City. Anyother invention, product, computer program or specifications, whether patentable or unpatentable, which is made, conceived, or first actually or constructively reduced to practiceby Consultant as a result of Professional Services provided hereunder (individually, an"Invention" and collectively, the "Inventions") also shall, upon payment become theCity's sole and exclusi ve property.If the Work Product, or any portion of it, is not considered work-made-for-hire, or ifConsultant is entitled to claim any other ownership interest in the Work Product orInventions, then, Consultant shall transfer, grant. convey, assign, and relinquish to City allof its worldwide right, title, and interest in and to such Work Product and Inventions, underpatent, copyright, trade secret, and trademark law, in perpetuity or for the longest periodotherwise permitted by law. Consultant agrees to perform any and all acts that may bedeemed reasonably necessary or desirable by City to evidence the transfer of ownership tothe City of the Work Product and Inventions.It is understood that cel1ain pre-existing intellectual property developed by Consultant andprovided to the City may be provided hereunder. In such instance, Consultant shall advisethe City, in writing, that it is providing Its pre-existing mtellectual property and shall grantthe City an irrevocable, perpetual, exclusive, worldwide, royalty-free right and license touse such intellectual property and to make copies of same for (i) development and testing;(ii) Y2K or such other compliance testing; (iii) disaster recovery, backup, archive andrestore testing and implementation purposes: and (iv) for any other purposes contemplatedby this Agreement.

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    Any license or property right to intellectual property, which Consultant does not own, thatis procured by Consultant as part of the Professional Services shall be issued and/orsecured in the name of the City of Dayton, Ohio.

    ARTICLE XGENERAL PROVISIONSA. Entire Agreement and Invalid ProvisionsThis Agreement represents the entire and integrated Agreement between the City and Consultantand supersedes all plioI' negotiations, representations and agreements, whether oral or written. Ifany provision of this Agreement is held invalid, the remainder of the Agreement shall not beaffected thereby, and all other parts of this Agreement shall nevertheless be in full force andeffect.B. Independent ContractorBy executing this Agreement, Consultant acknowledges and agrees that it wiIl be providingservices to the City as an "independent contractor". As an independent contractor for the City,Consultant shall be prohibited from representing or allowing others to construe the parties'relationship in a manner inconsistent with this subsection. Consultant and its employees, agents,contractors and consultants shall have no authority to assume or create any obligation on behalfof, or in the name of the City, without the express prior written approval of a duly authorizedrepresentative of the City.

    Consultant and all employees and any other persons retained or hired by Consultant to performthe Professional Services or assume any duties and responsibilities under this Agreement are notCity employees, and therefore, such persons shall not be entitled to any of the emoluments ofemployment with the City of Dayton and Consultant shall indemnify the City against any suchclaims by its employees, agents, contractors and consultants for such City employee benefits.Consultant is responsible to withhold and payor, if such persons are contractors, require itscontractors to pay, all applicable local, state and federal taxes.C. AmendmentsThis Agreement may be amended by mutual agreement between the City and Consultant,provided that no amendment shall be effective unless it is reduced to a writing, which makesspecific reference to this Agreement, executed by a duly authorized representative of each partyand, if applicable or required, approved by the Commission of the City of Dayton, Ohio.D. Applicable Law and VenueThis Agreement shall be governed and construed under the I

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    within the County of Montgomery, State of Ohio, with regard to any controversy arising out of,relating to, or in any way concerning the execution or performance of this Agreement.E. Notices and CommunicationsAny written notice or other communication required or permitted by this Agreement shall bemade in wliting and shall be delivered personally, sent by express delivery, certified U.S. mail,postage pre-paid, to the respective party at the following address:If to the Ci tv:

    If to Consultant:

    City of Dayton, Ohio - Department of AviationJames M. Cox Dayton International Airport3066 Terminal Drive, Suite 300Vandalia, Ohio 45377Attn: Director of AviationJYG Innovations180 Fivepines CourtClayton, OH 45315Attn: Jacqueline Y. Gamblin, CEO

    Nothing contained in this Subsection shall be construed to restrict the transmission of routinecommunications between the parties.F. Assignment and SubcontractingConsul tant shall not assign any rights or duties under this Agreement without the prior wlittenconsent of the City. Unless otherwise stated in the City's written consent to an assignment, noassignment will release or discharge Consultant from any obligation under this Agreement.Notwithstanding, nothing contained in this Subsection shall prevent Consultant from employingor subcontracting with independent consultants, associates, and subcontractors to assist in theperformance of the Professional Services required; provided, that the City is satisfied with theindependent consultants, associates and/or subcontractors' performance of such services.G. Meetings and Evaluation of PerformanceConsultant shall meet with the City and its designees at such times designated by the City toreview and discuss performance of this Agreement and/or the Professional Services. Consultantshall allow the City to conduct inspections or monitoring, and shall cooperate with the City, itsemployees, agents and other independent contractors, in all respects conceming the performanceof the Professional Services and the review and monitoring of Consultant's performance underthis Agreement.H. Ohio Revised Code 3517.13 Compliance

    The Consultant affirms and certifies that it complies with Ohio Revised Code 3S 17.13 limitingpolitical contributions.

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    IN WITNESS WHEREOF, the City and Consultant, each by a duly authorizedrepresentative, have executed this Agreement as of the date first set forth above.CITY OF DA YTON, OHIO

    City Manager

    APPROVED AS TO FORM ANDCORRECTNESS:

    Cit Attorney S'FJAPPROVED BY THE COMMISSION OFTHE CITY OF DAYTON, OHIO:

    _____________ 20Min. / Bk. ____ Pg.____

    Clerk of the Commission

    JYG INNOVATIONS

    By: 1-/--T+-" '-=-----"--------

    ITS: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

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    EXHIBIT A

    As a first step. the Airport will work \",1th the Consultant to develop a high-level feasibilityassessment.From the information gathered. the Airport expects to be able to identify an approach that bestaddresses its needs.A high-level budget and implementation schedule \vill be developed and will form the basis of abusiness case for pursuing the recommended approach.The Airport would like to see a migration plan describing how the existing telecommunicationsinfrastructure can be e\olved from ,,,here it is novv to the vision defined by you, the Consultant.Based on the informarion provided. we would like to see diagrams, lists of new equipment. lists ofexisting equipment needing to be upgraded or replaced, strategic plan for implementation andconversion, lists of items that mayor may not be able to be accomplished, theoretical time lines andanything else deemed necessary to give a complete picture of the process.

    a) Vision; The Airport envisions, but not limited to, a VoIP solution that: Will integrate \\'ith the existing telecommunications/network infrastructures Is based on open standards, such as the Session Initiation Protocol (SIP) and can utilizehardware from a variety of vendors Is flexible enough to support future custom VoIP applications written in a variety ofprogramming/scripting languages Can provide a scalable, email integrated voicemail solution Can be configured to provide separate VolP services (such as voicemail. teleconferencebridges, Interactive Voice Response menus. flexible reporting options. etc.) for diversecustomers of the Dayton International Airport Has video calling/conferencing functionality Can provide a variety of VoIP and PSTN connectivity options to reduce call costs anddynamically provide call routing based on several different factors Is an enterprise solution that will be hosted locally in the airport datacenter Has a software solution that runs on x86 hardware

    b) Business Continuity; Will provide 7 x 24 availability that will exceed the performance of the existingcommunications infrastructure; Backup power allowing for communications during power outages; -all coretelecommunications equipment. Switches . Hubs. Handsets, etc ... that is necessary to keep theinfrastructure operational for a minimum of 4 hours. Redundant incoming PRIor equivalent to provide a dynamic switching of incoming DIDcalls should the main access point be cut off from the network Redundant outgoing PRIor equivalent to provide multiple paths should the main accesspoint be cut of f from the network

    c) 911 access and site identification;.911 available to all sites with full identification of individual locations. All sites lall time must have access to 911 All sites fall time must have accurate location identification passed to 911 services

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    d) Security Define any potential security issues including but not limited to; Server platfom1s, as patch management Application patch management Denial of service attacks Spoofing of telephone numbers VLAN issuese) IP handset power; Power Over Ethernet must consider network equipment forming the core andend poin t infrastructure Identify various creative options availahle to provide power to far end equipment

    Optional desired featuresa) Mobility

    Provide a cost effective solution to provide integrated messaging to our end users, A number of users are mobile, they should be able to stay connected when ever possible.

    b) Training Configuration and design of integrated system (technical staff) Administration of VoIP services (technical staff) Reporting (technical staff) Administration of network as related to VoIP services (technical staff) End user training or train the trainer