HomeMy WebLinkAboutVAISALA LIGHTING DATA SERVICE FOR AUG REGIONAL AIRPORT .!t
MAINTENANCE AGREEMENT TERMS AND CONDITIONS
1. Term. Unless earlier terminated as provided in this Agreement, this Agreement
will commmence on the Effective Date for the Initial Term. This Agreement shall thereafter be
automatically renewed for successive one -year terns until either party delivers to the other
written notice not less than one hundred eighty (180) days prior to the end of the then current
term of such party's intent to terminate this Agreement as of the end of the then - current term.
2. Description of Equipment Services.(Not applicable to contract)
2.1. Preventive Maintenance consists of inspection, functional checks,
adjustments, replacement of failed components and cleaning in accordance with the equipment
manufacturer's published guidelines and requirements.
2.2. Scheduled Service consists of such periodic routine tests and adjustments
as may be required by the equipment manufacturer and by the FAA for non - Federal facilities in
accordance with 14 C.F.R. Part 171 and AC 150/5220 -16C as they may be modified or
superseded from time to time.
2.3. Equipment Restoration. In the event of an unplanned equipment failure or
outage, Vaisala shall commence restoration work within one (1) business day after the outage is
reported and complete restoration services in a reasonable prompt manner. Diagnosis may be
performed remotely and render the system inoperable until which time replacement
equipment /parts can arrive to Customer's site.
2.4. All services provided by Vaisala shall be performed by qualified field
technicians and other personnel having all required certifications and licenses required by the
FAA. Vaisala shall record test results in a station log and maintain the required 6000 series
records, copies of which will be provided to the FAA as required.
3. Description of Data Services.
3.1. AviMet Data Link is an automated weather dissemination service for the
distribution of Automated Weather Observation System ( "AWOS ") data to the FAA's Weather
Message Switching Center Replacement ( "WMSCR ") System. Vaisala shall provide the AWOS
observations to WMSCR in accordance with FAA specifications, every twenty (20) minutes
twenty -four (24) hours per day, seven (7) days per week. Vaisala will activate service within one
hundred twenty (120) days of receipt of the Effective Date. (Not applicable to contract)
3.2. NLDN Data Service- National Lightning Detection Network is a lightning
detection service which provides flash and stroke lightning data measuring location, polarity,
amplitude and multiplicity of cloud -to- ground lightning. Data service is provided (24) hours a
day , (7) days per week, (365) days a year for the Service Size area shown on the Agreement
Summary.
3.3. GLD360 Data Service is a service which provides real -time lightning data
for accurate and early detection and tracking of severe weather. The data provided by GLD360
is generated by Vaisala owned and operated worldwide network. Data service is provided (24)
hours a day , (7) days per week, (365) days a year for the Service Size area shown on the
Agreement Summary. (Not Applicable to contract)
4. Testing Equipment and Replacement Parts. (Not applicable to contract)
Maintenance Agreement Terms and Conditions
Revised 04/1 0, V 1 Page 1 of 5
41 Customer shall at its own expense furnish, maintain and calibrate test
equipment in accordance with FAA requirements.
4.2. Customer shall maintain at its own expense an inventory of replacement
parts for the Equipment to be utilized by Vaisala when providing Services under this Agreement.
In the event parts necessary for maintenance or restoration of the Equipment are not available in
Customer's inventory, Vaisala will provide such part(s) and invoice Customer for the required
part(s).
4.3. Vaisala and Customer agree that, as of the date of this Agreement, the lists
of Customer Spare Parts and Customer Test Equipment is accurate and complete.
5. Customer Responsibilities.
5.1. Customer shall be responsible for monitoring the status of the systems
following maintenance by Vaisala;
5.2. Customer shall be responsible for providing transportation and/or access
for Vaisala personnel between the airport and the location of the Equipment;(NA)
5.3. Customer shall be responsible for providing security in and around the
Equipment to be maintained under the Agreement;
5.4. Customer shall be responsible for any loss or damage to the Equipment for
reasons other than the fault of Vaisala and for providing any insurance Customer may desire to
cover any such loss or damage.;
5.5. Customer shall be responsible for the issuance of all NOTAMS (Notice to
Airmen) relating to the status of the facilities to be maintained under this Agreement; and
5.6. Customer shall be responsible for maintaining the grounds and buildings
associated with the NAVAIDS (Navigational Aids) and Equipment in good repair and in
compliance with all FAA and all applicable laws.
6. Compensation. Customer shall pay Vaisala for providing the Services and for
other work as follows:
6.1. Annual Fee. Except for the services provided below, Customer agrees to
pay Vaisala the annual fee shown on the Agreement Summary for each year of the Initial Term
and for each renewal tern.
6.2. Restoration Services for Unplanned Outages. If restoration, repairs or
other maintenance are required for an unplanned equipment failure or outage, Customer shall pay
Vaisala the Unplanned Outage Fee shown on the Agreement Summary. The Unplanned Outage
Fee is billed in half -day increments, portal to portal, plus travel costs and expenses. (NA)
6.3. Holidays. The following holidays are recognized by Vaisala staff: New
Year's Eve, New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, the day
after Thanksgiving Day, Christmas Eve and Christmas Day. If an equipment failure or outage
occurs on any holiday, Customer shall pay Vaisala the Holiday Fee shown on the Agreement
Summary in addition to the Unplanned Outage Fee and any other charges due to Vaisala. The
Unplanned Outage Fee is billed for each day or part thereof that services are required.
Maintenance Agreement Terms and Conditions
Revised 04/10, V1 Page 2 of 5
6.4. Facility Visits. At Customer's written request, Vaisala will attend facility
visits as required by the FAA provided that these occur at a mutually agreeable time. Customer
agrees to compensate Vaisala for facility visits at the Facility Visit Fee shown on the Agreement
Summary. The Facility Visit Fee is billed in half -day increments portal to portal, plus travel costs
and expenses. (Not applicable to contract)
6.5. Cancellations or Delays. If cancellations or excessive delays occur during
the facility visits of Vaisala for the provision of the Services that are caused by Customer,
Customer shall pay Vaisala the Cancellation/Delay Fee shown on the Agreement Summary. The
Cancellation/Delay Fee is billed in half -day increments, portal to portal, plus travel costs and
expenses. (Not applicable to contract)
7. Invoices and Past Due Accounts.
7.1. Invoices. Invoices will be sent via email to the Customer's Contact Email
as shown on page 1 of this Agreement unless Vaisala is otherwise instructed in writing:
7.2. Past Due Amounts. Any sum due Vaisala under this Agreement which is
not paid when due shall thereafter bear interest until paid at a rate of eighteen percent (18 %) per
annum, but in no event at a rate greater than that permitted under applicable law.
8. Insurance. Vaisala shall maintain aviation products and completion liability and
general liability insurance during any terms of this Agreement. Vaisala shall also maintain
workers compensation and unemployment insurance as required by law.
9. Termination. If either party should materially breach a material provision of
this Agreement, the other party may terminate this Agreement upon thirty (30) calendar days'
notice unless the breach is cured within such thirty (30) day notice period. In the event of the
termination of this Agreement for any reason other than a material breach by Vaisala, Customer
shall immediately pay Vaisala for all services provided by Vaisala up to the effective date of
termination. Either party shall be entitled to terminate this Agreement immediately by notice in
writing to the other party in the event that either party files for bankruptcy, has a petition for
bankruptcy filed against it, becomes insolvent, or ceases to carry on business.
10. Disclaimer of Warranties. THIS IS A SERVICE AGREEMENT. EXCEPT AS
EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, VAISALA'S SERVICES UNDER
THIS AGREEMENT ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, VAISALA MAKES NO WARRANTIES AND
EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, NEITHER VAISALA NOR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS,
SHAREHOLDERS OR AGENTS SHALL BE LIABLE IN CONTRACT, WARRANTY,
TORT OR OTHERWISE, FOR ANY LOSS OF GOODWILL, FOR PUNITIVE DAMAGES,
OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSS OR EXPENSE, WHETHER FORSEEABLE OR UNFORSEEABLE. IN NO EVENT
SHALL VAISALA'S LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY
CUSTOMER TO VAISALA FOR THE SERVICES OUT OF WHICH THE LIABILITY
ARISES.
Maintenance Agreement Terms and Conditions
Revised 04/10, VI Page 3 of 5
•
12. Force Majeure; Other Acts. Vaisala shall not be responsible for damages or
delay in performance caused by acts of God, power outages, lightening, flood, windstorm, rain,
snow, strikes, lockouts, accidents and other events beyond the control of Vaisala (each a "Force
Majeure Event ") provided that Vaisala is without fault in causing or failing to prevent such
occurrence. In addition, Vaisala is not responsible for damage due to vandalism or tampering by
unauthorized individuals or for any design, engineering, installation or manufacturing defects.
13. Notices. The parties must submit any notice, demand, consent or other
communication required or provided under this Agreement in writing and address or delivered to
the address identified on page 1 of this Agreement unless a party notifies the other party in
writing of a change of such address. Notice will be deemed received: (i) upon delivery, when
personally delivered; (ii) upon receipt, when sent via registered or certified mail; (iii) the next
business day, when sent via overnight courier, and (iv) upon sender's receipt of an electronic
receipt or acknowledgment, when sent via email.
14. Miscellaneous.
14.1. Compliance with Laws. Vaisala, its employees and agents shall comply
with all applicable rules and regulations applicable to the airport at which Vaisala is providing
the Services.
14.2. Relationship of the Parties. Vaisala is acting as an independent contractor
providing services to Customer. Nothing contained in this Agreement will be interpreted or
construed to characterize the relationship between Vaisala and Customer as a joint venture or
partnership for any purpose. Nothing contained in this Agreement shall create a fiduciary duty
between the parties.
14.3. Enforceability. A party's failure to insist upon strict performance of any
term of this Agreement or to exercise any right under this Agreement will not be construed as a
waiver or relinquishment of that right or of the party's right to assert or rely upon the terms and
conditions of this Agreement.
14.4. Assignment. Neither party shall have any right or ability to assign or
transfer any obligations or benefit under this Agreement without the written consent of the other
party, which consent shall not be unreasonably withheld or delayed, except that a party may
assign or transfer any rights to receive payments hereunder without the consent of the other
party.
14.5. Amendment; Waiver. An amendment or waiver of any term of this
Agreement will not be effective unless agreed in writing and properly signed by both parties.
14.6. Severability. If any terms of this Agreement are determined to be invalid
or inoperative, this Agreement will be construed as though the invalid or inoperative provisions
were deleted. The parties' rights and obligations will be construed and enforced to reflect the
parties' original intent to the extent possible.
14.7. Complete Agreement. This Agreement, including the exhibits and
attachments, constitutes the complete agreement between the parties and supersedes all prior or
contemporaneous agreements or understandings with respect to the subject matter. This
Agreement will take precedence with respect to any inconsistency or conflict between this
Agreement and an exhibit, attachment or purchase order. No course of dealing, usage of trade or
Maintenance Agreement Terms and Conditions
Revised 04/10, V1 Page 4 of 5
course of performance will be construed to supplement, amend or construe any term, condition
or instruction of this Agreement.
14.8. Counterparts. This Agreement may be executed in counterparts each of
which will be considered an original, but all of which will constitute one and the same
agreement. The signature of any party to a counterpart will be deemed a signature to the
Agreement and may be appended to any other counterpart. Facsimile transmission of an
executed signature page will be sufficient to bind the executing party.
14.9. Headings. Headings of the sections and paragraphs are inserted for convenience and
will not affect the interpretation or construction of this Agreement.
14.10. Choice of Law. This Agreement is governed by the laws of the state of
Georgia without regard to it conflicts of law provisions.
14.11. Third Party Beneficiaries. This Agreement is solely for the benefit of the
parties hereto. This Agreement is not intended to and shall not be construed to give any person
or entity, other than the parties hereto, any interest, rights or remedies (including. without limitation,
any third party beneficiary rights) in connection with this Agreement.
Maintenance Agreement Terms and Conditions Page 5 of 5
Revised 04110, V I
1
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AIRPORT VAISALA INC.
Augusta, Georgia acting by and through
The Augusta Aviation Commission
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AUGUSTA RICHMOND COUNTY, GEORGIA
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VAISALA
MAINTENANCE AGREEMENT
AGREEMENT SUMMARY
Vaisala: Customer: Augusta Regional Airport (AGS)
Vaisala Inc. Attn: Tim Weegar
194 South Taylor Ave. 1501 Aviation Way
Louisville, CO 80027 Augusta, GA 30906
Contact email: Michael.Trosclair@vaisala.conp Contact email: Tweegar @augustaga.gov
Vaisala agrees to provide and Customer agrees to accept the indicated Services in accordance
with this Maintenance Agreement which consists of this Summary and the Maintenance
Agreement Terms and Conditions attached hereto.
The Effective Date of this Agreement is November 1 , 20 10 .
The Initial Term of this Agreement is 5 year(s).
Services (check as applicable)
❑ Preventive Maintenance and Scheduled Service
❑ Equipment Restoration
0 Data Service
Equipment (check as applicable) Manufacturer/Model
0 VOR
❑ DME
n LOC
❑ GS
❑ AWOS
❑ RVR
❑ RWIS
❑ NDB
❑ Control Tower
❑ Markers
Data Services (check as applicable)
❑ AviMet Data Link
0 NLDN Data - Service Size: Stroke Data - TCP/IP (30 NM)
❑ GLD 360 Service Size:
Fees
Annual Fee $ 2,119.00 , billed Annually
Unplanned Outage Fee $ per day (ex: lightning strike, bird strike)
Facility Visit Fee $ per day (ex: Flight Checks)
Holiday Fee $ per day additional
Cancellation/Delay Fee $ per day
Maintenance Agreement Page 1 of 2
Customer Spare Parts Customer Test Equipment
Additional Terms
Invoice Contact: Airport Contact:
Name: Tim Weegar Name: Tim Weegar
Address: 1501 Aviation Way Address: 1501 Aviation Way
Augusta, GA 30906 Augusta, GA 30906
Phone: 706 - 798 -3236 Phone: 706 - 798 -3236
Email: Tweegar @augustaga.gov Email: Tweegar @augustaga.gov
Vaisala Inc. Augusta.Reional Airport (AGS)
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Date: /6 1 8 /4 Date: &A//0
Maintenance Agreement Page 2 of 2