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Home My WebLink AboutC08-268SOFTWARE MAINTENANCE AGREEMENT General Description Under this agreement, GateKeeper Systems, Inc will maintain in good working order the computer software licensed to the >/agle County Regional Airport. This software is currently used in the operation of the Commercial Vehicle Management (CVM) System at Eagle County Airport. Specific terms and conditions of the agreement are stated below. Services GateKeeper Systems, Inc will provide software support to EGE ground transportation personnel as necessary to eliminate or correct software malfunctions and return the software to normal operation. GateKeeper Systems will provide up to 6 hours of on-line telephone support to EGE personnel each month for the period of the contract to remotely diagnose and make required changes to the GSI software as well as other system components. Qualified GSI personnel familiar with the Eagle County CVM system and software will provide support. As part of this Agreement GateKeeper Systems will provide continuing coverage for upgrades and support of the Great Plains Dynamics Software. GateKeeper Systems will continue this separate agreement in the Eagle County Airport name. This agreement allows EGE staff to have access to the Website and other support options directly with Microsoft Great Plains for the next 12 months. Should additional time and services be required to diagnose and/or correct any system performance problems GSI will provide services on a time and expense basis at the rate of $145.00 per hour. From time to time EGE may identify, through phone consultations or by other means, the need to modify or change the software to eliminate the future occurrence of a problem or to change the method of operation. GateKeeper Systems, Inc will provide a written estimate or quote for making the desired changes to EGE for approval outside of this agreement. Period of Coverage Telephone support will be available during normal business hours of 8:00 am to 5:00 pm Central Time. The term of the agreement will be for a period of one year from October 1, 2008 to September 30, 2009. Support Repuest Procedure EGE shall identify in writing at the initiation of the contract, personnel authorized to request assistance. When assistance is required, the responsible individual may call GateKeeper Systems in the following ways: ^ Gatekeeper Systems may be contacted at: 1(866) 688-3404 for all emergency problems ^ During normal business hours please call: 1-(651) 365-0700 Response Time GateKeeper Systems, Inc will respond immediately during normal working hours (7:30 am to 6:00 p.m. Monday through Friday local Minneapolis CST time) at other times a response will be made within 1.5 hours by a qualified software specialist. EGE Responsibilities EGE personnel making a request for assistance should be prepared to provide detailed information regarding the problem experienced, actions already taken to remedy the problem and current operating condition of the software and entire system. In addition, EGE agrees to provide, at its expense, adial-up modem to provide for remote diagnosis and/or software modifications to the system. EGE personnel making the phone request should be prepared to work with GSI personnel as necessary for the duration of the phone call. Exclusions • GateKeeper Systems, Inc. is not responsible for repair and maintenance of hardware components of the system including computers, wireless LAN equipment, TransCore Readers and Tags • Training of EGE personnel on the operation of the system is not covered by this agreement. Price and Payment Terms In consideration for the software support services to be provided under this agreement EGE shall pay to GateKeeper Systems, Inc. $7,300.00 per year. Payments are to be made in the amount of $1,825.00 per quarter, in advance. Payments will be processed following receipt of invoice from GateKeeper Systems, Inc. Additional support, software modifications, site visits, or other tasks authorized by EGE will be performed at $145.00 per hour plus the actual cost of expenses. Termination Eagle County may, in its sole discretion, terminate this Agreement, with or without cause upon providing thirty (30) days written notice to the other party. Upon such termination, County shall be liable only for services satisfactorily provided prior to the notice. Upon such termination, each party shall be relieved of any and all obligations under this Agreement. Bud~et/Appropriations Notwithstanding anything to the contrary contained in this Agreement, Eagle County shall have no obligations under this Agreement, nor shall any payment be made to Contractor in respect of any period after any December 31 of each calendar year during the term of this Agreement, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §29-1-101 et seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). 2 Governing Law and Jurisdiction This Agreement and all disputes arising hereunder shall be governed by the internal laws of the State of Colorado and the parties agree that venue and jurisdiction over any claim arising from this Agreement shall lie in the courts of the Fifth Judicial District of Colorado. In the event of litigation, the prevailing party shall be entitled to attorney's fees and costs. Indemnification To the extent provided by law, GateKeeper Systems, Inc. shall indemnify, defend and hold harmless the County, its Board of County Commissioners and all of its officers, agents and employees from any claim, loss, damage, cost, charge or expense arising out of any act, error, omission or negligent act by GateKeeper Systems, Inc., its agents or employees during the performance of the Software Maintenance Agreement, except that neither GateKeeper Systems, Inc., it agents or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission or negligent act by the County or any of its officers, agents or employees during the performance of this Agreement. The parties agree that this clause shall not waive the benefits or provisions of C.R.S. 24-10-106 or any similar provision of law. No Third Party Rights This Software Maintenance Agreement shall not create any rights or benefits to parties other than the County and GateKeeper Systems, Inc. Integrated Writing and Enforceability This Software Maintenance Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings or correspondence, if any, with respect thereto. This Software Maintenance Agreement may be amended from time to time by a written agreement duly authorized by all the parties to this Agreement. Notices Any notices given under the Software Maintenance Agreement shall be sent to representatives listed below and are deemed to have been received if addressed to the contacts listed below: County: GSI: Mr. Chris Anderson GateKeeper Systems, Inc. Airport Administration Manager 1301 Corporate Center Drive, Suite 170 Eagle County Regional Airport Eagan, MN 55121 500 Broadway 651-365-0700 Post Office Box 850 Eagle, CO 81631-850 970-524-9490 GateKeeper Systems, Inc.: B y. Title: President Date: September 26, 2007 Eagle County, State of Colorado By and Through Its Board of County Commissioners Attest: °~ ~c~ Clerk to the Board of County Commissioners Arn M. Menconi Chairman ono .~~~ 4