No preview available
HomeMy WebLinkAboutC11-180 Gatekeeper Systems MASTER CONSULTING AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and Gatekeeper Systems Inc. This Master Consulting Agreement ( "Agreement ") dated as of this ID day of J {,J{, , 204 , is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ( "County "), and Gatekeeper Systems Inc 1301 Corporate Center Drive, Suite 170, Eagan, MN 55121 ( "Consultant "). WHEREAS, the County is in need of a company to provide the services outlined in Section 1.1 hereunder; and WHEREAS, Consultant has represented that it has the experience and knowledge in the subject matter necessary to carry out the services outlined in Section 1.1 hereunder; and WHEREAS, County wishes to hire Consultant to perform the tasks associated with such services outlined in Section 1.1 hereunder; and WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the services and related terms and conditions to govern the relationship between Consultant and County in connection with the services. Agreement Therefore, based upon the representations by Consultant set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Services Provided: 1.1 The Consultant will provide the consulting services as more particularly set forth in the attached Exhibit "A," (hereinafter called "Consulting Services ") incorporated herein by reference. The Consulting Services are generally described as providing information technology consulting and support. 1.2 It is anticipated or possible that County will utilize Consultant for other services on an as- needed basis. Any such additional services will be through a signed written amendment to this Master Consulting Agreement. Consultant shall not perform any additional services without an executed amendment. Such amendment will set forth the scope of work for the additional services. Except as may be expressly altered by the amendment, all terms and conditions of this Master Consulting Agreement shall control. To the extent the terms and conditions of this Agreement may conflict with Exhibit "A" or any future exhibits or amendments, the terms and conditions of this Agreement shall control. 1 1.3 The Consultant agrees that Consultant will not knowingly enter into any consulting arrangements with third parties that will conflict in any manner with the Consulting Services. 1.4 Consultant has given the County a proposal for performing the Services and represented that it has the expertise and personnel necessary to properly and timely perform the Services. 2. Term of Agreement 2.1 This Agreement shall commence on the agreement date and, subject to the provisions of Section 2.2 hereof, shall continue in full force and effect for a period of 1 year commencing with the effective date of this Agreement. This Agreement may be extended beyond the time referred to in this Section 2.1 on terms and conditions as may be mutually agreed between the parties hereto. 2.2 This Agreement may be terminated by either party for any other reason with 15 days written notice, with or without cause, and without penalty whatsoever therefore. 2.3 In the event of any termination ofthis Agreement, Consultant shall be compensated for all incurred costs and hours of work then satisfactorily completed, plus approved expenses. 3. Independent Contractor 3.1 With respect to the provision of the Consulting Services hereunder, Consultant acknowledges that Consultant is an independent contractor providing Consulting Services to the County. Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner or representative of County. 3.2 The Consultant shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 33 The Consultant will maintain workman's compensation and unemployment insurance as required by law; commercial auto coverage, commercial general liability and errors and omissions insurance each with limits of not less than $1,000,000 per occurrence 4. Remuneration: 4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant a fee as set forth in the attached Exhibit "A." Consultant will not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized to do so by County. In the event the Consultant's Services include reimbursable expenses, the County must approve such reimbursable expenses in advance and such expenses shall be billed at cost without mark up. Fees for any additional services will be as set forth in an executed addendum between the parties. Fees will be paid within thirty (30) days of receipt of a proper and accurate invoice from Consultant respecting Consulting Services. The invoice shall include a description of services performed. 2 Upon request, Consultant shall provide County with such other supporting information as County may request. 4.2 County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Consultant in excess ofthe amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 5. Ownership of Documents: All documents (including electronic files) which are obtained during or prepared, either partially or wholly, in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Consultant or upon earlier termination of this Agreement. 6. Indemnification: Within the limits allowed by law, Consultant shall indemnify County for, and hold and defend the County and its officials, boards, officers, principals and employees harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the negligent acts or omissions of, or presentations by, the Consultant in violation ofthe terms and conditions of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Consultant. 7. Consultant's Professional Level of Care: Consultant shall be responsible for the completeness and accuracy of the Consulting Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. Consultant shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. 8. No Assignment: The parties to this Agreement recognize that the Consulting Services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement County is relying upon the professional services and reputation of Consultant and its approved subcontractors. Therefore, neither Consultant nor its subcontractors may assign its interest in this Agreement or in its subcontract, including the assignment of any rights or delegation of any obligations provided therein, without the prior written 3 consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 9. Notices: 9.1 Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: (a) Eagle County Innovation and Technology Director 500 Broadway PO Box 850 Eagle, CO 81631 Telephone: 970 - 328 -3581 Facsimile: 970 - 328 -3599 with a copy to: Eagle County Attorney's Office 500 Broadway PO Box 850 Eagle, CO 81631 (b) Gatekeeper Systems Inc Attn: Lynn Richardson 1301 Corporate Center Drive Suite 170 Eagan, MN 55121 Telephone: 651.365.0700 Fax: 651.365.0777 9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 10. Jurisdiction and Confidentiality: 10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 10.2 The Consultant and County acknowledge that, during the term of this Agreement and in the course of the Consultant rendering the Consulting Services, the Consultant and 4 County may acquire knowledge of the business operations of the other party not generally known deemed confidential. The parties shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any such confidential knowledge or information and shall retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of the other party during the term of this Agreement, and for a period of five (5) years following termination of this Agreement. Any such information must marked as confidential. The parties recognize that the County is subject to the Colorado Open Records Act and nothing herein shall preclude a release of information that is subject to the same. 11. Miscellaneous: 11.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 11.2 This Agreement is personal to the Consultant and may not be assigned by Consultant. 11.3 This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER _.--- _ _ _Al ..W ;y: VENDOR NAME OES HERE , 4 4 . ,,,..,, . fire-:eleee ---- Title: 5 Exhibit A Price Quotation Quote Name: Eagle County Airport- AVI Software Upgrade Quote Date: April 4, 2011 Project name : GateKeeper & Dynamics Upgrade Contract number: Customer: Eagle County Airport Work Scope /Description: Upgrade Cost Estimate Objective: Upgrade the Eagle County Airport GateKeeper CVM software from Version 3.03 to 5.4 (or the latest released version at the time of the upgrade) and upgrade MS Dynamics -GP accounting software to version 2010. Assumptions: • Switch from old environment to new (after testing) will be performed during a weekday between 8am -5pm MST. Users will not be able to access system at this time. • Servers to be provided by EGE • Virtual Server and operating system to be provided by EGE. Server2008 • MS SQL database to be provided by EGE. Either SQL 2005 or 2008 • Server to be configured and installed on the network by EGE • Remote access to the server by VPN to be provided by EGE for GateKeeper System's use for installation and configuration of the software. • Current production system to be left in place and operating until the new version is installed and fully tested. • MS Dynamics will also be upgraded at this time. • Training will be done using remote internet based sessions. • Eagle County's existing readers will continue to operate and communicate with Gatekeeper after the upgrade of the software. GateKeeper System's Work Scope • Complete a backup of the system just prior to starting the upgrade • Read transactions will be stopped and held in the readers during the upgrade • Complete a database conversion of all existing system data. • Setup Dynamics system maintenance prior to upgrade- re -index DB, integrity checks • Install new CVM software on server • Install new Dynamics software on server • Configure CVM software for EGE • Configure Dynamics software for EGE • Dynamics Security setup 6 w • Review Dynamics custom Invoice and reports to be migrated to new system • RFID reader communications lines would be switched to the new server • Test system functionality with the assistance of EGE staff. Testing to include verification of data — Accounts, Vehicles, Tags as well as testing of trip charges and Great Plans interface. • Train EGE staff on the use of the system. The assumption is that 2 training session of about 1.5 hours each will be conducted for EGE staff. The sessions will be internet based using a test system or the EGE system • Provide updated CVM System User and System Administrator Manuals in electronic form that can be printed if needed. Dynamics manuals provided in electronic version. Schedule: Anticipated schedule is to complete the upgrade of both systems in July 2011 Pricing Information: • Cost for GateKeeper Upgrade: $ 2,600.00 • Cost for Dynamics Upgrade: $ 1,850.00 o Total Cost: $4,450.00 Payment Milestone: Payment due and payable upon satisfactory completion of all upgrade work as confirmed by customer. Comments: This quote is good for a period of 60 days from date of quote 7