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HomeMy WebLinkAboutECAT19-004 Amadeus Airport IT Americas AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND AMADEUS AIRPORT IT AMERICAS, INC. THIS AGREEMENT (“Agreement”) is effective as of ________________, by and between Amadeus Airport IT Americas, Inc., a Florida corporation (hereinafter “Consultant” or “Contractor”) and Eagle County Air Terminal Corporation, a Colorado non-profit corporation (hereinafter “ECAT or “Corporation”). RECITALS WHEREAS, ECAT desires to operate Consultant’s Extended Airline System Environment (“EASE”) on six (6) gates (to include equipment and software as more fully set forth herein) in the Eagle County Regional Airport (“Airport”) terminal and to hire Consultant to provide training, support and warranty services for operation of the EASE technology at the Airport (the “Project”). WHEREAS, pursuant to this Agreement, Consultant shall provide expert-level technical support services for the Project that augment ECAT’s own on-site troubleshooting and support services staff or contractors. In addition, Consultant shall provide full support to resolve critical issues discovered during normal operations or with any emergency situations impacting ECAT’s operations; and WHEREAS, Consultant 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 Consultant and ECAT in connection with the services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and ECAT agree as follows: 1. Services and Equipment provided by Consultant. Consultant shall diligently provide all labor, personnel, materials, Software, Equipment and Services (defined below) necessary for the operation of Consultant’s EASE shared use gate technology system application, according to the specifications provided to ECAT by Consultant to accommodate third-party airlines, charter carriers, non-hosted carriers and other flight operations at the Airport. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Software. Consultant shall provide all EASE and third party software and associated licenses (collectively “Software”) as set forth on Exhibit A, attached hereto and incorporated herein. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 4/30/2019 2 ECAT Professional Services Final 5/14 i. Consultant hereby grants to ECAT perpetual, non-exclusive licenses for use of the EASE Software as set forth on Exhibit A. Contractor hereby represents and warrants to ECAT that is has entered into appropriate and binding agreements with all third-party Software vendors and that it has the right to license and provide the Software to ECAT for its use as set forth in this Agreement. The Software licenses granted herein shall survive expiration or termination of this Agreement. ii. Consultant shall provide a warranty for the EASE Software, which shall include all upgrades (including new versions of all EASE Software), patches and fixes published by Consultant. With respect to any third party Software provided by Consultant hereunder, Consultant shall, to the extent legally permitted, pass through to ECAT all warranties provided by the licensor or manufacturer and shall provide all associated upgrades, patches and fixes. The Software warranties described herein are collectively referred to as the “Software Warranty” and such Warranty shall commence upon activation of any Software. b. Equipment. Consultant shall procure, install, configure and test the hardware and equipment (collectively “Equipment”) set forth on Exhibit A, attached hereto and incorporated herein, to the reasonable satisfaction of ECAT. i. During the term of this Agreement and any Renewal Term, Consultant shall provide a warranty on the Equipment such that Consultant shall promptly and at no cost to ECAT provide remote assistance to resolve technical issues for Amadeus-related Equipment and shall remedy and correct any error, nonconformity or defect in Equipment by repair or replacement of the Equipment within twenty-four (24) hours of notice from ECAT. With regard to third-party Equipment provided by Consultant hereunder, Consultant shall, to the extent legally permitted, pass through to ECAT all warranties provided by the manufacturer, and shall assist with dispatching the Equipment to the manufacturer for repair and replacement under warranty. The Equipment warranties described herein are collectively referred to as the “Equipment Warranty” and such Warranty shall commence upon final acceptance of Phase I of the Project by ECAT and shall include all Phase II Equipment once the same is accepted by ECAT. ii. Consultant shall be responsible for all risk of loss before the Equipment or materials identified in this Agreement is delivered, installed and finally accepted by ECAT including the costs of shipping to ECAT, insurance and special packing charges, if any. The carrier, method of shipment and other matters relating to shipment shall be determined by Consultant. iii. ECAT shall have the right to inspect all Equipment. Inspection and acceptance shall not be unreasonably delayed or refused. In the event ECAT does not accept the Equipment for any reason in its sole discretion, then Consultant shall at no charge to ECAT (i) take the equipment back; (ii) exchange the equipment; or (iii) repair the equipment. Title to all Equipment, hardware and materials shall pass to ECAT upon payment by ECAT free of any liens. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 3 ECAT Professional Services Final 5/14 c. Services. The services for the Project (“Services” or “Professional Services”) shall include, but are not limited to, i. oversight, coordination and project management for the timely procurement of the Software and Equipment identified on Exhibit A, installation, coordination of airline(s), configuration, testing, training of both ECAT and third-party airline personnel, as needed, activation and deployment for the Project at the Airport and associated support services such that ECAT receives an operational EASE shared-use gate technology system acceptable to ECAT in its reasonable discretion for six (6) gates as designed by ECAT in the newly remodeled Airport terminal, four (4) of which shall be operational no later than the earlier of June 1, 2019 or within 2 weeks of substantial completion of the four (4) gates (“Phase I”); and two (2) of which shall be operational within two weeks of substantial completion of the two (2) gates (“Phase II”). Specifically, the Services shall allow for service and use of the EASE by American Airlines, Delta Airlines, United Airlines, and Air Canada. ii. Consultant shall be responsible for coordinating and implementing host access for each airline’s Departure Control System (DCS) which shall be accomplished by either Virtual Private Network (VPN) or Wide Area Network (WAN); iii. Travel to the Airport for installation, configuration, testing, training, activation and deployment; iv. Consultant shall provide 24/7 remote help desk Software and technical support, as more fully described on Exhibit B, from its technical center for the term of the Agreement and any Renewal Term (“Amadeus Technical Support”). Amadeus Technical Support shall begin upon final acceptance of Phase I by ECAT and shall include Technical Support for Phase II upon final acceptance of Phase II by ECAT. Technical Support shall include call-in support for functional assistance and level four technological support and troubleshooting; proactive coordination, management and deployment with third party airlines; and level four proactive and reactive support for Equipment and Software (both EASE and third-party Software) regardless of the number of activated EASE workstations, all as more fully described on Exhibit B. v. Contractor hereby warrants the Services, including any maintenance and Support will conform to the requirements of this Agreement. d. Contractor agrees to furnish the Equipment and Services in accordance with the dates set forth in this Agreement and 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 its obligations under this Agreement. e. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibits A - D and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 4 ECAT Professional Services Final 5/14 f. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. Services and Equipment Provided by ECAT or Third parties. ECAT shall be responsible for timely providing (1) standard rack slots to accommodate the Consultant’s procured, installed, configured and tested EASE redundant head end server hardware; (2) uninterrupted power for head-end server hardware; (3) local network connectivity; (4) electric both passive and active; (5) millwork/cabinetry; (6) first level support subsequent to system activation; and (7) office space during engagement period. Airlines or other third parties shall supply consumables (print heads, ticket stock, boarding pass stock, bag tag stock or the like). 3. ECAT’s Representative. The Eagle County Manager or its designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. 4. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 14 hereof, shall continue in full force and effect through the date of final acceptance of Phase II of the Project by ECAT. Support and Warranty and Technical Support Services shall commence on the date of final acceptance by ECAT of Phase I of the Project and shall continue for a one-year period (“Year 1”). Thereafter, the Support and Warranty and Technical Support Services provided pursuant to this Agreement shall automatically be renewed for four (4) successive one- year periods (“Year 2, Year 3, Year 4 and Year 5”, each a “Renewal Term”) at the rates set forth on Exhibit C unless either party notifies the other party of termination of any portion of the Services, in writing, at least sixty (60) days before the end of any Renewal Period. Notwithstanding the foregoing, ECAT’s license to use the Software, as granted herein, is perpetual and non-revocable and shall continue beyond the Term or any Renewal Term. In addition, the Hardware Warranty and/or Software Warranty can be transferred to ECAT for purchase directly from the hardware or software vendors after Year 1 if desired by ECAT. In the event the parties desire to renew the Software Warranty and/or the Technical Support beyond Year 5, the parties agree that any such Services shall be subject to a maximum increase of three percent (3%) annually. 5. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by ECAT for such additional services in accordance with ECAT’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 ECAT 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 ECAT for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’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. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 5 ECAT Professional Services Final 5/14 6. Compensation. ECAT shall compensate Consultant for the performance of the Services, Equipment and Software for this Project as set forth on Exhibit A in an amount not to exceed $259,781 for Equipment, Software, Services and shipping; $20,725 for Year 1 Support and Warranty; and $18,548.38 for Technical Support, for a total not to exceed of $299,054.38. The Compensation for any Renewal Term (Years 2 - 5), if any, shall not exceeds the amounts set forth on Exhibit C. No payment shall be due from ECAT for any Software or Equipment Warranty or Technical Support if such service is not renewed by ECAT. Consultant 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 ECAT. a. The fixed sum of $259,781 shall be paid in three (3) progress payments of $86,593.67 each. The first progress payment shall be due with a notice to proceed from ECAT to Consultant. The second progress payment shall be due upon commencement of system installation and configuration work; and the third progress payment shall be due upon system activation and final acceptance of Phase I by ECAT. No additional payment shall be due from ECAT for system installation and activation of Phase II of the Project. Consultant shall submit an invoice to ECAT for each installment payment. Upon final acceptance of Phase I by ECAT, Consultant shall submit an invoice to ECAT for $39,273.38, representing the cost of Year 1 Warranty and Support and Technical Support. b. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed and such other detail as ECAT may request. c. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by ECAT shall be identified on Exhibit A. Out-of-pocket expenses, including any expenses incurred for travel to and from the Airport in the performance of the Services, will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by ECAT. d. Any additional or future airline configuration beyond those identified in Section 1.c. herein (excluding any charter airline using the EASE Software) shall be chargeable on a per carrier, time and materials basis if and as required by ECAT. The parties agree that the hourly rate for such additional services shall not exceed $200 per hour or a maximum of $6,000 per airline (excluding charter airlines). Consultant shall provide a proposal to ECAT setting forth the costs associated with all such additional services, and any additional services must be approved in writing by both parties. e. Upon termination or expiration of this Agreement, unexpended funds advanced by ECAT, if any, shall forthwith be returned to ECAT. f. ECAT 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 payable by Consultant related to payments made pursuant to the terms of this Agreement. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 6 ECAT Professional Services Final 5/14 7. Sub-consultants. Consultant acknowledges that ECAT has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without ECAT’s prior written consent, which may be withheld in ECAT’s sole discretion. All principal consultants assigned to work with County will have at least one year of direct experience with the Software. Consultant shall require each sub-consultant, as approved by ECAT and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward ECAT. ECAT shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. In the event ECAT is not satisfied with the personnel assigned, Consultant shall provide a different and satisfactory project manager to ECAT within thirty (30) days of a request therefor. ECAT acknowledges that exercise of rights under this Paragraph 7 may impact the project timeline, and that Consultant is not responsible for such impact to the project timeline. 8. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below. Consultant shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, during any warranty period, and for three (3) years after termination of the Agreement. a. Types of Insurance. i. 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 $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to ECAT, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. v. Technology Errors and Omissions insurance including cyber liability, network security, privacy liability and product failure coverage with limits of $3,000,000 per occurrence and $3,000,000 policy aggregate. Specifically, the insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 7 ECAT Professional Services Final 5/14 (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 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, ECAT, 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 ECAT, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to ECAT separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against ECAT. v. All policies must contain an endorsement affording an unqualified thirty (30) days’ notice of cancellation to ECAT in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit D. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from ECAT, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of ECAT for a complete copy of the policy. viii. Consultant shall advise ECAT in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 8 ECAT Professional Services Final 5/14 reinstate the aggregate limits to comply with the minimum limits and shall furnish ECAT a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to ECAT, ECAT shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that ECAT 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 ECAT, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. xiii. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of the Consultant. The Consultant shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 9. Data Protection. Consultant shall not access ECAT or Eagle County Data, except (1) in response to service or technical issues, (2) for proactive service and problem resolution, (3) for the purpose of performing its obligations under the Agreement this Agreement or (4) at ECAT’s written request. Consultant agrees to keep confidential all ECAT and Eagle County Data, and agrees not to sell, assign, distribute, or disclose any such information to any other person or entity without seeking written permission from ECAT and Eagle County. For purposes of this Section 9, ECAT and Eagle County Data means all information, whether in oral or written (including electronic) form, created by or in any way originating with ECAT or Eagle County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with ECAT or Eagle County and End Users, in the course of using and configuring the Software, Equipment and Services provided under this Agreement. For purposes of this Agreement, End User means the individuals (including, but not limited to employees, authorized agents of ECAT and Eagle County; third party consultants; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of ECAT or Eagle County provided services such as third-party airlines, charter carriers, non-hosted carriers and other flight operations at the Airport; and any external users collaborating with County) authorized by ECAT and/or Eagle County to access and use the Software, Equipment and the Services provided by Consultant under this Agreement. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 9 ECAT Professional Services Final 5/14 10. Indemnification and Damages. a. Consultant shall defend, indemnify and hold harmless ECAT and Eagle County and their respective officials, agents and employees from any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each a “Claim”) by reason of any Claim arising out of or related to (i) the EASE Software infringing or misappropriating any copyright, patent, or other proprietary right, (ii) a breach of this Agreement due to any negligent performance or nonperformance by Consultant or any of its subcontractors hereunder, or (iii) a breach by Consultant or any of its subcontractors of Section 9 entitled “Data Protection” and/or Section 17. o entitled “Third Party Remote Access”, either of which result in the unauthorized disclosure of ECAT and/or County Data, (iv) the violation of applicable law by Consultant or its subconsultants in the performance of the Services under this Agreement; and Consultant shall reimburse ECAT and/or Eagle County for reasonable attorney fees and costs, legal and other expenses incurred by ECAT and/or Eagle 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 ECAT and/or Eagle County to the extent that ECAT and/or Eagle County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. b. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST REVENUES OR LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY NATURE WHATSOEVER. THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY), SHALL IN NO EVENT EXCEED THE LIMITS OF THE INSURANCE COVERAGE PROVIDED BY CONSULTANT PURSUANT TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THE PRECEDING SENTENCE OF THIS PARAGRAPH SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED BY EITHER PARTY AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE OTHE PARTY, THE BREACH BY CONSULTANT OF ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, THE BREACH BY CONSULTANT OR ANY OF IT SUBCONTRACTORS OF SECTION 9 ENTITLED “DATA PROTECTION” RESULTING IN THE UNAUTHORIZED DISCLOSURE OF ECAT OR EAGLE COUNTY DATA, AND/OR A BREACH BY CONSULTANT OF SECTION 17. o “THIRD PARTY REMOTE ACCESS” RESULTING IN THE UNAUTHORIZED DISCLOSURE OF ECAT OR EAGLE COUNTY DATA, OR THE VIOLATION BY CONSULTANT ITS SUBCONTRACTORS OF APPLICABLE LAW, RULE OR REGULATION OR THE BREACH BY ECAT OR EAGLE COUNTY OF SECTION 17(n). 11. Ownership of Documents. All documents prepared by Consultant solely in connection with the Services shall become property of ECAT. At ECAT’s cost, Consultant shall execute written assignments to ECAT of all rights (including common law, statutory, and other rights, including copyrights) to the same as ECAT shall from time to time request. For purposes of this paragraph, the term “documents” DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 10 ECAT Professional Services Final 5/14 shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 12. 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. EAGLE COUNTY AIR TERMINAL CORPORATION: Attention: Jeff Shroll 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8604 E-mail: Jeff.Shroll@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 CONSULTANT: Amadeus Airport IT Americas, Inc. Attention: Chris Keller 5950 Hazeltine National Dr.—Suite 210 Orlando, FL 32822 Telephone: 407- 370-4664 Facsimile: 407- 370- 4657 13. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by ECAT to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 11 ECAT Professional Services Final 5/14 work of others providing services for the Project and concurrently provide ECAT with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from ECAT. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 14. Termination. ECAT 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 sixty (60) calendar days’ prior written notice to the Consultant. This Agreement may be terminated by: (i) either party for material breach upon thirty days’ notice should the breached party fail to cure (in the case of ECAT, any failure to make payments when due shall constitute a material breach). Upon termination of this Agreement, Consultant shall immediately provide ECAT with all documents as defined in paragraph 11 hereof, in such format as ECAT shall direct and shall return all ECAT owned materials and documents. ECAT shall pay Consultant for Services satisfactorily performed to the date of termination. If such termination should occur during a Renewal Term, then any funds advanced to Consultant for warranties and support shall be prorated to the date of termination and such unused portion shall be returned to ECAT. 15. 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. 16. 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.R.S. 24-71.3-101 to 121. 17. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that ECAT has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 12 ECAT Professional Services Final 5/14 b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. ECAT and Consultant mutually agree that time is of the essence with respect to the dates and times set forth in this Agreement. c. Consultant represents and warrants to ECAT that (i) no element of its EASE Software or methodology provided under this Agreement is the subject of any litigation; (ii) Consultant is the lawful owner and/or licensee of all components and methodologies of the EASE Software and has all necessary rights to provide the EASE Software to ECAT; and (iii) the EASE Software and ECAT’s and the third party airlines’ use of the EASE Software pursuant to this Agreement does not and will not directly or indirectly violate or infringe upon the patent, copyright, or other proprietary or intellectual property rights of any third party. d. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of ECAT. 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 ECAT and Consultant except that of independent contractor. Consultant shall have no authority to bind ECAT. e. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. f. 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. g. Consultant shall not assign any portion of this Agreement without the prior written consent of ECAT, with the exception that Consultant may assign the Agreement to any other entity within the Amadeus Group to the extent that such assignment will have no material negative effect on ECAT or cause a delay in the performance of the Services under this Agreement. Any attempt to assign this Agreement without such consent shall be void. h. 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. i. 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. j. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. k. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to ECAT. Consultant shall be subject to financial audit by federal, state or ECAT DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 13 ECAT Professional Services Final 5/14 auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. l. The signatories to this Agreement aver to their knowledge, no employee of ECAT has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. m. The Consultant, 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. n. Consultant acknowledges that ECAT is a local Colorado governmental entity that is subject to certain open records and information laws, including but not limited to the Colorado Open Records Act, which may require disclosure of records and information that qualify as “public records” as defined by such laws, including disclosure of this Agreement. Should ECAT determine that records and/or information is disclosable pursuant to the terms of applicable “sunshine” laws, disclosure of such records and/or information shall not be deemed a violation of this Agreement. Consultant acknowledges that this Agreement will be posted on ECAT’s public agenda and that once approved by ECAT, the Agreement will be stored in a database accessible by the general public. Notwithstanding the aforementioned, ECAT shall not disclose any Consultant information designated as propriety by Consultant without the express written consent of the Consultant or upon a court order. o. Third Party Remote Access. Consultant agrees to comply with ECAT’s policy for third party remote access to ECAT and Eagle County computing resources. Specifically, Consultant shall ensure that due care is exercised with the management of its devices used to connect to ECAT’s and/or Eagle County’s network. It is imperative that any remote access connection used to support ECAT’s systems be utilized appropriately, responsibly, and ethically. Therefore, Consultant agrees to observe the following rules surrounding the utilization of third party remote access tools: i. All remote computer equipment and devices used by Consultant for accessing ECAT and/or Eagle County systems will institute reasonable security measures. At a minimum, Consultant’s source devices used to access ECAT and/or Eagle County systems should be properly secured with unique strong passwords; current antivirus software; and up to date operating systems. ii. In no instance shall Consultant’s employees/subconsultants provide their individual login credentials to anyone, including their co-workers or Eagle County staff. iii. Consultant is responsible for immediately advising Eagle County’s IT Department to revoke remote access privileges upon the termination of any employee or subconsultant with Eagle County login credentials. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 14 ECAT Professional Services Final 5/14 iv. Consultant is prohibited from introducing changes to ECAT or Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data without the explicit approval of the relevant ECAT application system owner and the Eagle County IT Department. v. At no time shall Consultant download, share, or distribute ECAT or Eagle County data without the explicit authorization of the relevant ECAT or Eagle County LOB application system owner. vi. Any software support tools installed by Consultant on Eagle County’s network should be documented and communicated to the Eagle County IT Department. This includes remote access software, backdoors, and any tools used for administering Eagle County system resources. All third party software installed on ECAT and/or Eagle County systems should be legally obtained and have proper licensing. v. Standard proactive business application software maintenance upgrade requirements should be coordinated and scheduled well in advance with the Eagle County IT Department. All configuration changes made to ECAT and/or Eagle County systems or environment should be documented and tracked. p. Data Breach. Consultant will respond to, contain and remediate security incidents, using commercially reasonable efforts, on a 24/7 basis. Consultant shall notify ECAT of security incidents within twenty-four (24) hours of becoming aware of an actual incident involving ECAT or Eagle County Data. An “incident” is a breach of data protection, confidentiality, data integrity or a security compromise of a network or server resulting in the unauthorized access, use, transfer or acquisition of ECAT or Eagle County Data. Consultant shall inform ECAT about incident response activities in reasonable intervals until the incident is resolved, which may include documenting and keeping ECAT reasonably informed of all investigative and recovery efforts related to any such incidents, including discovery, investigation and containment, recovery, use of data and experience for gap identification and process improvement, mitigation plans, and cooperation with law enforcement, if legally permissible, as reasonably appropriate. q. Breach Responsibilities. Unless otherwise stipulated, if a data breach is a direct result of Consultant’s breach of its contractual obligation in Section 9 and Section 17.o to prevent the unauthorized release of ECAT or Eagle County Data (a “Data Breach”), Consultant shall bear the reasonable and documented costs associated with (1) the investigation and resolution of the Data Breach; (2) ECAT’s notifications to individuals, regulators or others as may be required by applicable state law; (3) a credit monitoring service as may be required by applicable state (or federal) law; (4) a website or a toll-free number and call center for affected individuals as may be required by applicable state law; and (5) all corrective actions based on root cause. In the case of a breach originating from ECAT or Eagle County, Consultant will provide reasonable assistance to ECAT and/or Eagle County for identification and resolution, but ECAT and/or Eagle County will have sole responsibility for any remediation actions, costs and expenses necessary as a result of the Data Breach. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 15 ECAT Professional Services Final 5/14 18. Prohibitions on Contracts. As used in this Section 18, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and ECAT within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 16 ECAT Professional Services Final 5/14 e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant violates these prohibitions, ECAT may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to ECAT as required by law. g. ECAT will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and ECAT terminates the Agreement for such breach. [Rest of page intentionally left blank] DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 17 ECAT Professional Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY AIR TERMINAL CORPORATION By: ______________________________ Jeanne McQueeney, President Attest: By: _________________________________ CONSULTANT: By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA Chris Keller Vice President 18 ECAT Professional Services Final 5/14 EXHIBIT A SOFTWARE AND HARDWARE REQUIREMENTS AND FEES FOR YEAR 1 WARRANTY AND SUPPORT AND TECHNICAL SUPPORT DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 19 ECAT Professional Services Final 5/14 Remote 24/7 Amadeus Technical Support (regardless of number of activated EASE workstations) YEAR 1 $18,548.38 Total not to exceed contract amount: $299,054.38 DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 20 ECAT Professional Services Final 5/14 EXHIBIT B SOFTWARE SUPPORT SERVICES This Agreement provides AIRPORT AUTHORITY with Amadeus-provided technical support for the EASE™ systems installed at AIRPORT AUTHORITY 24/7, 365 days a year. Amadeus does not charge a separate "per-call" or "call-out" charge. The AIRPORT AUTHORITY will provide hands on local at the airport and will provide Amadeus with remote access for software support. Support Services – Roles & Responsibilities The following are Amadeus's definitions of Amadeus Support roles and responsibilities for each of the levels. All technical support inquiries should be directed towards Amadeus's 24 x 7 x 365 Help Desk via telephone at +1 305-499-6167 along with site PIN number. ▪ Level 1 – AIRPORT AUTHORITY The local AIRPORT AUTHORITY Support staff are responsible for handling the initial call from AIRPORT AUTHORITY’s customers or AIRPORT AUTHORITY Operations recording the issue and escalating it to the appropriate party. The AIRPORT AUTHORITY is responsible for on-site hands on and remote access for Amadeus, server backups, network management, third party patching, VPN availability/functionality, firewall maintenance and changes, VPN certificates and Internet connectivity and Initial hardware troubleshooting and notifying Amadeus second level support within two hours from receipt of a trouble ticket Typical issues for level 1 support include PC or server hardware or power issues, network configuration changes, third party patching for servers and supporting software. ▪ Level 2 – Amadeus Support Center Amadeus shall provide AIRPORT AUTHORITY IT Support 24 x 7 x 365 Help Desk for all software support issues. Timely assistance will be given to resolve any software problem. The Amadeus Support Center will be responsible for providing Amadeus software support for all Amadeus software issues installed components, as well as acting as an escalation point for the AIRPORT AUTHORITY IT Staff. ▪ Level 3 – Amadeus Support/Implementation Engineer Level 3 support provides high-level software support with the following responsibilities: ▶ In-depth troubleshooting of software and remote diagnostics ▶ Collecting and reading application log files ▶ Tracking open software trouble tickets and closing issues with client upon resolution DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 21 ECAT Professional Services Final 5/14 ▶ Implementing bug fixes, maintaining a log of open trouble tickets that are related to each fix and communicating closure of issues to client ▶ Escalating issues and appropriate backup information to Level 4 Software Engineers when necessary ▶ Conducting ongoing education for Field Technicians ▶ Maintaining automated support tool ▶ Providing monthly site reports to management and client as required ▶ Providing Amadeus software upgrades and patches as required ▪ Level 4 – Amadeus Software Engineer Level 4 Software Engineer responsibilities lie in the areas of programming of the software, creating bug fixes, installation plans and training of support/field engineers, as well as acting as an escalation point for Level 3 Support/Implementation Engineers. Response Escalation Amadeus will make every reasonable effort to adhere to the following response escalation plan. Amadeus's response escalation plan is based on problem severity levels, and the associated response time(s) specified in the previous section, Software Support Services, as follows: Response Times Amadeus will make every reasonable effort to adhere to the following response times. Telephone response to the first call will be made within 30 minutes. Initial dial in to AIRPORT AUTHORITY in an attempt to resolve the ticket as described above will be within 120 minutes. The problem will be restored within the timeframes described below: ▪ For Emergency Failures – 120 minutes (or 8:00 am; 30 minutes following commencement of onsite hours). Emergency is defined as a problem that affects 50% of the Integrated System. ▪ For Non-emergency, restoration will be sixteen hours (or 8:00 am; two hours following commencement of on-site hours). Amadeus’s Help Desk can be reached via telephone at +1 305-499-6167 along with site PIN number. Response Details The resolution time for Level-Two Support will be four (4) hour from the time Amadeus support center receives the call, from AIRPORT AUTHORITY IT staff. Amadeus will notify the end user when the problem has been resolved. An end-user device will be considered available only if all software components are operating and fully functional. The software availability of an individual workstation will be at least 95.0% between the hours of 0800-2100 Eastern Time. The priority for software restoration of service failures will be the servers followed by critical interfaces and end-user devices. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 22 ECAT Professional Services Final 5/14 The above measurements of availability for Amadeus software will only be based on events within Amadeus’s control. Hardware components are out of scope for this agreement. If the measured software item is not available due to reasons outside of Amadeus’s control, such as but not limited to problems with the airline host, wide area network, local area network and or operator error, such non-availability will be excluded from the measurement of availability of the above items. AIRPORT AUTHORITY First Level Support AIRPORT AUTHORITY will respond to trouble calls reported according to the response times listed in the section below, Response Times. In the event the technician is unable to correct the problem in a reasonable timeframe (not to exceed 4 hours), or the problem is outside the scope of the work defined herein, the technician will immediately contact the appropriate support technicians for assistance. If the trouble call cannot be resolved within one hour by First Level Support, AIRPORT AUTHORITY will escalate the ticket to: ▪ The Original Equipment Manufacturer ▪ Escalate to other applicable organizations within the airport ▪ Escalate with other external maintenance organizations to resolve the problem ▪ Amadeus Support Services When an outage exceeds, or is likely to exceed the Service Level, all affected Operation Contacts, will be notified. Amadeus Second Level Support If First Level Support cannot resolve a problem within two (2) hour (not to exceed four (4) hours), or if the problem is found immediately to be not within First Level Support capability, the AIRPORT AUTHORITY staff will call and open a ticket with Amadeus for Second Level support. In the event Second Level support is needed, the AIRPORT AUTHORITY technician will contact the appropriate Amadeus support center. Once an issue is reported to the Amadeus support center, an Amadeus Support Engineer will respond to all inquiries to begin the investigation process on the problem reported. This engineer is responsible for documenting all information related to the problem and opening a trouble ticket. The ticket number will be provided to the AIRPORT AUTHORITY IT staff. Once a solution is found for the reported problem, it will be tested and implemented to correct the problem at the site. After implementation, the resolution is documented for future reference and tracking purposes. Amadeus’s support engineer will remain directly involved in the trouble resolution, while updating airport staff. Amadeus Third Level Support If a problem is not resolved within eight (8) hours, it will be elevated to Amadeus Third Level Support. Third Level Support combines Amadeus local support engineer, airport IT and Operations management, along with Amadeus's implementation staff. The purpose of involving so many people at this level is to create a full support team whose primary focus is to resolve the trouble by committing all available resources and talents. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 23 ECAT Professional Services Final 5/14 Amadeus Forth Level Support If a problem is not resolved within sixteen (16) hours, it will be elevated to Amadeus Forth Level Support. Forth Level Support combines Amadeus local support engineer, airport IT and Operations management, implementation, along development staff. The purpose of involving so many people at this level is to create a full support team whose primary focus is to resolve the trouble by committing all available resources and talents. If it is determined that third level, on-site support is needed to resolve an issue, Amadeus will make reasonable efforts to travel onsite to correct the issue. System Failure Definitions A system failure is considered an emergency if any of the key software components are inoperative to the extent the system cannot function in a normal manner. Emergency services shall include inspections and necessary tests to determine the causes of software malfunction or failure. The emergency services shall include: software configuration changes, software patches to correct malfunctioning system elements. Emergency failures shall include situations described below. Note that “inoperative” shall be defined as a software failure that results in the system not meeting the functional, operational, or performance requirements defined herein. DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 24 ECAT Professional Services Final 5/14 EXHIBIT C YEARLY SUPPORT COSTS Years 2 - 5 of a Renewal Term, if any Hardware and Software Warranty can be transferred to ECAT for purchase directly from the hardware or software vendors after Year 1 if desired by ECAT. Year Item Cost Total Annual Cost 2 Software (EASE and 3rd party) $ 20,221.00 EASE Software Warranty $ 9,888.00 Vmware vCenter Support $ 1,853.00 Vmware vSphere ESXi Support $ 4,196.00 Veeam Support $ 1584.00 Microsoft® VDA $ 2,700.00 Hardware Warranty $ 816.00 Remote 24/7 Support $ 18,548.38 $ 39,585.38 3 Software (EASE and 3rd party) $ 20,517.00 EASE Software Warranty $ 10,184.00 Vmware vCenter Support $ 1,853.00 Vmware vSphere ESXi Support $ 4,196.00 DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 25 ECAT Professional Services Final 5/14 Veeam Support $ 1,584.00 Microsoft® VDA $ 2,700.00 Hardware Warranty $ 840.00 Remote 24/7 Support $ 19,677.98 $ 41,034.98 4 Software (EASE and 3rd party) $ 20,823.00 EASE Software Warranty $ 10,490.00 Vmware vCenter Support $ 1,853.00 Vmware vSphere ESXi Support $ 4,196.00 Veeam Support $ 1,584.00 Microsoft® VDA $ 2,700.00 Hardware Warranty $ 14,639.00 Remote 24/7 Support $ 20,268.32 $ 55,730.32 5 Software (EASE and 3rd party) $ 21,138.00 EASE Software Warranty $ 10,805.00 Vmware vCenter Support $ 1,853.00 Vmware vSphere ESXi Support $ 4,196.00 DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 26 ECAT Professional Services Final 5/14 Veeam Support $ 1,584.00 Microsoft® VDA $ 2,700.00 Hardware Warranty $ 15,078.00 Remote 24/7 Support $ 20,876.37 $ 57,092.37 DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA 27 ECAT Professional Services Final 5/14 EXHIBIT D Insurance Certificate DocuSign Envelope ID: B75A7C2C-2FDF-4311-B185-78F46D606BBA