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Home My WebLink AboutC17-190 Gatekeeper Systems IncAGREEMENT FOR SERVICES BETWEEN EAGLE COUN'T'Y, COLORADO AND GATEKEEPER SYSTEMS, INC. THIS AGREEMENT ("Agreement") is effective as of _ 06/07/2017 by and between GateKeeper Systems, Inc. a Minnesota corporation (hereinafter "Contractor" or "Consultant") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to enter into an agreement with Contractor to implement GateKeeper Systems software and mobile APP capabilities to document, record, and validate all inspection criteria of CFR Part 139 daily airfield inspections as required by the Federal Aviation Administration (the "Project"). GateKeeper Systems, APP -139 will be used at the Eagle County Regional Airport located at 219 Eldon Wilson Road, Gypsum, Colorado (the "Property"); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than June 12, 2017 and in accordance with the schedule established in ExhibitA. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County's Representative. The Eagle County Airport's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term -of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 1 1 hereof, shall continue in full force and effect through the 31' day of May, 2018. C17-190 4. Extension or Modification. This Agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Term"), unless either party notifies the other party that it does not desire to renew this Agreement in writing, at least sixty (60) days before the end of the initial term or any Renewal Term Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $6,600.00 for the first year or initial term. Compensation for any Renewal Term shall not exceed $5,600.00 per year based on the annual subscription fees set forth in Exhibit A and in accordance with the terms of this Agreement. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Fees for any Renewal Term may be increased no more than three percent (3%) on an annualized basis. Contractor shall provide the County with notice of such increases in fees no later than 60 days prior to the expiration of the then current term or Renewal Term. b. Payment will be made for Services within thirty (30) days of receipt of a proper and accurate invoice from Contractor. C. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor 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. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-1O1 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be 2 Eagle County Professional Serviocs 1T Final 5114 withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. iv. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $2,000,000 per claim and $2,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure, (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person's computer, computer system, network or similar computer related property and the data, software and programs thereon. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. 3 Eagle County Professional Services 1T Final 5114 iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Data Ownership. Contractor acknowledges and agrees that County owns all rights, title and interest in the County Data. The Contractor shall not access County user accounts or County Data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) for proactive service and problem resolution as required by the express terms of this contract or (4) at the County's written request. "County Data" means all data created or in any way originating with the County, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the County or was shared with the County by another law enforcement agency, whether such data or output is stored on the County's hardware, the Contractor's hardware or exists in any system owned, maintained or otherwise controlled by the County or by the Contractor. The County shall have the ability to export data in piecemeal or in entirety at its discretion without interference from the Contractor. This includes the ability for the County to export data to/from other vendors or service providers in a CSV format or other mutually agreeable format. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. [ORIMM Eagle County Regional Airport Attention: Alex Everman 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3578 Facsimile: 970-328-2685 4 Eagle County Professional Serviocs 1T Final 5114 E-Mail: alex.everman@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONTRACTOR: GateKeeper Systems, Inc. (App -139) 1301 Corporate Center Drive, Suite 170 Eagan, MN 55121 651-365-0700 Office 651-365-0777 Fax jbeiswanger@gksys.corn (James Beiswanger — Account Mgr.) 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, the Contractor shall implement (t) an orderly return of County Data in a format to be determined by County in its sole discretion and at a time agreed to by the parties; and (2) the subsequent secure disposal of County Data. County shall pay Contractor for Services satisfactorily performed to the date of termination, provided, however, that in consideration of Contractor's pricing for an annual subscription and its costs to terminate the Services, County acknowledges that it will not be entitled to any refund of the Annual Subscription Fee paid for the year in which the Services are terminated . 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.RS. 24-71.3401 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 5 Eagle County Professional Serviocs 1T Final 5114 C. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. M. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor 6 Eagle County Professional Serviocs 1T Final 5114 has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. [REST OF PAGE INTENTIONALLY LEFT BLANK] 7 Eagle County Professional Serviocs 1T Final 5114 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, B y and Through Its COUNTY MANAGER By: Bryan R. Treu, Interim County Manager CONTRACTOR: GATEKEEPER SYSTEMS, INC. ��iurzed a�eG¢suasa�� Print Name: James Beiswanger Title:National Sales Manager 8 Eagle County Professional Serviocs IT Final 5114 EXHIBIT A SCOPE OF SERVICES. SCHEDULE, FEES X App -139 Pricing for Eagle County Regional Airport I1 ► PSP 39 App -139 Annual Subscription: $5,600 • Inspection Module • Work Order Management Module • NOTAM Logging Module ■ Mobile iPad App • daily Log • Special Purpose Inspection • Optional AGIS Layers (Lights and signs) $240 • Unlimited Users for both Web and Mobile Apps • Unlimited Support and software updates/upgrades to existing modules App -139 One-time Setup/Installation: $1,000 • Setup of Aerial Imagery using Bing or Provided by Airport • App -139 Site Configuration o 2 SPI forms included; addl at S300 each • Remote Training App -139 Total Cast First Year: $6,600 Annual Fee: Set up fee has been discounted by $1,000 since you are coming from Prodigiq *Annual fee not to exceed 3% increase **Hours of support shall be Monday— Friday during typical business hours .,, App -139 Proposal February 28, 2017 AIA $5,600 Page 4 9 Eagle County Professional Services 1T Final 5114 EMU= B INSURANCE CERTIFICATE CERTIFICATE OF LIABILITY INSURANCE 04TE[MMlOO YYYY] �- 0411812017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT 8ETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IPAPORTA NT: It the certificate holder is an ADDITIONAL INSURED, the Pat icy(iesI must have ADDITIONAL INSURED provisions or be endorsed. It 5UBROGATION 15 WAtVED, subject to the terms and can dltlons of the polcy, certain policies may require an endorsement. A statement on this oenifloate does not confer right s 1e the eeitIfloate holder in Ileu of such endorsements 1. FR9DUCER cumfA91 'JAMS: Nicole D Bj Bl land Jensen -Sundquist Insurance Agency HOHE (716)463-2965 (718)463-2931 nods es nb Band ensen-sund uisl.com 116 W. Madison Ave, P.O. Box 37 INSURER AFFORDI NO COVERAGE NAICs Grantsburg, WI .514840 INSURER A: Selectiva Insurance Com pa rly of America 12872 0812M016 INSURED INSURCR n: Selective Insurance Com pany of America 19269 Gatekeeper Systems Inc rNsuRERc: 6eal:le Lynn Richardson 1301 Corporate Gtr Cr NSURER o: DAMAGE KTEC P7ENISESOEaREoccurn $ 100,000 Eagan, MN 55121-1298 IJSURER E: NSURER F: COVERAGES CERTIFICATE NUMBER: 00900000-950410 REVISION NUMBER: 34 THIS IS TO CERTIFY THAT THE POLI C4 E5 OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NA MED ABOVE FOR THE POLICY PERIOD INDICATED- NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WITCH THI8 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INS URANGE AFFORXD BY THE POU Cl ES DESGRIDEL) HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CON 0IT] ONS OF SUCH POLICIES. LIMITS SHOWA MAY WAVE BEEN REDUCED BY PAID CLAIMS. I1SR LTR TYPEOF INSURANCE ADDUZU019 INSD MID POLICYNUNBER PC LICY EFF WMADOW"Y5 POLICYEMP IMIAMIYYYYY)LIMBS A X COMMERCIAL GENERAL LIABILITY Y S 2178217 0812M016 08126!2917 EACH OCCL RRENCE $ 1,00a,000 CLAIMS -MADE _ OCCUR DAMAGE KTEC P7ENISESOEaREoccurn $ 100,000 MED EXP .a w one Loon S 6 000 PERSCNAI A ADV INJURY $ 1,000,000 GENL AuGREC A.TE_INR A -PLIES PER: GEJ ERA_ AGGREGATE $ 2,000,000 XPOLICY �T -I LOC P3ODUCTS-CGhIPIOF AGG $ 2,000,000 ❑--IFR $ A y oar 8 2178217 081261Y016 0612612017 Eaacader $ 1 000 000 60CI_Y Ir4AJRY (Per perron) $ A'J" A.LIrO POMOBILEUABILITY ❑LAMED S!: H CHLED AJTC-SCPJLY A.LIi06 RON Y I AN IRY(Par:rnideif) $ FIRED NCNC JAFED ONLY X AUTOG ONLY P4OPERTY DAMAUEAJTOS Per a cide-R S A x UMIS RELLAUAB X OCCUR S 2170217 9812612016 QW211rM17 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 GXCE99 LIAR a MS MADE GEJ I I RETEh,T10flS $ 1 B B WORNERSCPENSATION OYI AND EMPLOYERS' LIABILITY A14Y PRO=i Cr9RPARTN CRIEJ[CC UT"V= Y� VVC 9025213 G �l 082&2016 0212atA f /� y/ � CTS EL. EACH AXI DENT s 1,000,000 E L. DISEA.3E-EA ENI -U] $ 19000,000 r FRr R,M FFA RFR F%C IIDFM I Marda" In NH) II II yyee:� d—dR: uck:i cC:r�RIFE Cr OPCRA.TIONS b*13w E L. DISEASE - POL CY LIM T $ 1 000,000 C Professional Liab Vi5ViL150901 0811612016 0812812017 Aggregate 2,000,000 Professional Liab Per Occurance 2,000,000 OESCR I PT ION OF OPERATIONS LOCATIONS I VEHICLES (AC ORD 101, Additional Remarks Sohed u le, may he attached M mere space Is -qu I"q Eagle County, It's asSoo lated or affil lated entities, It's successors and assigns, elected off! claIs, employees, agents and volunteers are Additional insureds under the commercial general liability and automobile liability policies of insurance. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION- All rights reserved. ACORD 25 (2016103) The AGO RD name and logo are registered marks of ACORD O'inted by ND9 on Apl l 18, 2017 at 08-52AM 10 f~agle County Professional Services IT Final 5114 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES RE CA NC ELL ED BEFORE Eagle County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 850 Eagle, CO 81611 AUTHORIZED REPRESENTATIVE 1.:I �ir�a ,�r� ND6I ©1988-2015 ACORD CORPORATION- All rights reserved. ACORD 25 (2016103) The AGO RD name and logo are registered marks of ACORD O'inted by ND9 on Apl l 18, 2017 at 08-52AM 10 f~agle County Professional Services IT Final 5114