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Home My WebLink AboutC11-386 GateKeeper Systems Agreement SOFTWARE MAINTENANCE AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND GATEKEEPER SYSTEMS, INC. This Software Maintenance Agreement ( "Agreement ") dated as of this ' clay of December, 2011, is between Eagle County, Colorado (hereinafter "County" or "Eagle County Regional Airport") and GateKeeper Systems, Inc. a Minnesota Corporation (hereinafter "Gatekeeper" or "GSI "). General Description Under this Agreement, GateKeeper will maintain in good working order the computer software licensed to the Eagle County Regional Airport. This software is currently used in the operation of the Commercial Vehicle Management (CVM) System at Eagle County Regional Airport hereinafter ( "GSI Software "). Services GateKeeper will provide GSI Software support to County ground transportation personnel as necessary to eliminate or correct GSI Software malfunctions and return the GSI Software to normal operation. GateKeeper will provide up to 6 hours of on -line telephone support to County personnel each month for the period of the Agreement 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 GSI Software will provide support. As part of this Agreement, GateKeeper will provide continuing coverage for upgrades and support of the Great Plains Dynamics Software. County staff will 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 $165.00 per hour and shall provide County with an estimate of hours and estimate of cost to perform the diagnosis or corrections for its approval in advance of performance of such work. From time to time County may identify, through phone consultations or by other means, the need to modify or change the GSI Software to eliminate the future occurrence of a problem or to change the method of operation. In such event, GateKeeper will provide a written estimate or quote which shall include a precise scope of work for making the desired changes to County for its written approval outside of this Agreement. Any modification or change which will result in additional cost or fees to County must be approved in writing by County before such modification or change is implemented. If modifications or changes are made by GSI without the advance written approval of County, then County shall not be responsible for fees and costs associated with such modifications or changes. 1 Period of Coverage Telephone support will be available during normal business hours of 7:30 am to 6:00 pm Central Time. The term of the Agreement will be for a period of one year from October 1, 2011 to September 30, 2012. Support Request Procedure County shall identify in writing at the initiation of the Agreement, personnel authorized to request assistance. When assistance is required, the responsible individual may call GateKeeper 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 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. County Responsibilities County 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, County agrees to provide, at its expense, a VPN connection to provide for remote diagnosis and/or software modifications to the system. County personnel making the phone request should be prepared to work with GSI personnel as necessary for the duration of the phone call. Exclusions • GateKeeper. is not responsible for repair and maintenance of hardware components of the system including computers, wireless LAN equipment, TransCore Readers and Tags • Training of County 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 County shall pay to GateKeeper $8,050.00 for the term of this Agreement. Payments are to be made in the amount of $2,012.50 per quarter, in advance. Payments will be processed following receipt of a satisfactory invoice from GateKeeper. Additional support, software modifications, site visits, or other tasks authorized in advance and in writing by County will be performed at $165.00 per hour plus the actual cost of expenses. Termination 2 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 and shall be refunded any unearned portion of the fees paid by County to GateKeeper in advance. Upon such termination, each party shall be relieved of any and all obligations under this Agreement. Budget /Appropriations Notwithstanding anything to the contrary contained in this Agreement, 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). 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 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 its agents or employees during the performance of the Software Maintenance Agreement, except that neither GateKeeper 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. 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. 3 Independent Contractor With respect to the services hereunder, GSI acknowledges that it is an independent contractor. Nothing in this Agreement shall be deemed to make GSI or its employees an agent, partner or representative of County. GSI 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 advance written consent of County. Professional Level of Care GSI shall perform the services under this Agreement in a skillful, professional and competent matter in accordance with the standard of care and diligence applicable to consultants with respect to similar services in this area at this time. Assignment Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other. Notices Any notices given under the Software Maintenance Agreement shall be sent to representatives listed below by personal delivery, facsimile, ground shipping or U.S. Mail to the following addresses: County: GSI: Keith Montag, County Manager GateKeeper Systems, Inc. Acting Airport Director 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 - 328 -2680 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 any official depository of the U.S. Postal Service. [rest of page intentionally left blank] 4 IN WITNESS WHEREOF, the parties have executed this Agreement effective the day and year first written above. GateKeeper Systems, Inc.: / r Ly 'chardson President Eagle County, State of Colorado By and Through Its County Manager By : eit Montag, County Manager 5