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HomeMy WebLinkAboutC81-010 Eagle Computer Systemsw�1 EAGLE MAWTER SYSTEMS , INC. FACILITIES MANAGEMENT AGRE&MENT THIS AGREEMENT, made and entered into this j_ day of 1981, by and between the Board of County Comissioners, Eagle County, Colorado ("Customer") and Eagle Computer Systems, Inc., a Colorado corporation ("DC5"). WITNESSETH: WHEREAS, Customer is the representative of Eagle County, Colorado, duly authorized by law to administer and exercise the power of said County as a body politic and corporate; and, WH&RM, Customer and ECS did, on the 26th day of September, 1979, enter into an agreement relating to certain computer programs, products and services, together with such rights and privileges as are set forth in said agreement (the "Agreement"); and, Nftmol WHEREAS, Section 11 of the Agreement provides that separate • agreements may be entered into between the parties for Systems Support Services; and, WHEREAS, Customer and ECS now desire to specify the terms and price for such Systems Support Services. NOW THEREFORE, in consideration of the mutual promises, covenants and agreements herein set forth, the parties hereby agree as follows: 1. ECS will provide services, but only as relate to the software or system provided to Customer by the Agreement, and for purposes of the following: Nftmoll a. Program or error correcting and problem solving. b. Recurrent training for Customer's operator and/or management personnel. c. Additional documentation for systems and programs for software. d. "Minor" program modifications, as determined in the sole discretion of ECS. "Minor" modifications shall not include any program modification which, in the opinion of ECS, will require more than ten (10) man hours time for programming and documentation. e. Systems analysis work on new applications. f. Provision of management information to the Board of County Commissioners. g. Assumption of responsibility for causing equipment to be repaired or maintained. Specifically excluded from services within the scope of this agreement are the following: a. Writing of new programs. b. Final recommendation regarding new systems or new applications. c. Writing of major modifications to existing programs. "Major" modifications, within the sole discretion of ECS, are those not within the scope of "Minor" modifications. 3. The basic quantity of services to be provided pursuant to this agreement will be fifty (50) hours during each calendar month, with not more than twenty-five (25) hours in any one week. 4. The cost of said services, which Customer shall pay monthly, shall be $1, 500.00 for the basic services of forty (40) to fifty (50) hours. In the event the actual hours used and itemized by ECS are less than forty (40) hours in any particular month, then the cost of said services shall be the itemized number of hours times $35.00 per hour. 5. ECS shall, with all due diligence, endeavor to provide capable personnel, but ECS bears no liability for invalid or improper operating results - 2 - or damages arising therefrom. 6. The term of this agreement shall be for a period of six (6) months, commencing the 6th day of March, 1981. Either party may earlier terminate this agreement, with or without cause, upon thirty (30) days prior written notice to the other party. 7. Any services requested by Customer and provided to Customer by ECS beyond the scope of this agreement shall be subject to prior approval of the Board of Commissioners of Eagle County or its then designated representative. 8. Customer shall provide adequate space and access for ECS personnel so as to facilitate performance by ECS of its obligations herein. Customer shall designate one and only one of its personnel as a representative to coordinate the services rendered pursuant to this agreement. ECS Management and the Board of County Commissioners for Eagle County, Colorado shall meet at noon on the third Monday of each month to review the itemization of the ECS services and to evaluate and plan the services and the use of services herein agreed upon. 9. ECS acknowledges that during discussions with Customer leading up to this agreement and during its performance, certain proprietary or confidential data of Customer may be disclosed to ECS or to ECS's employees or agents. ECS agrees that all data not normally available through other sources may be Proprietary, and will be safeguarded by ECS with the same degree of care that it accords to ECS's own proprietary data. In particular: a. ECS or any of ECS's employees or agents shall not divulge, transfer, assign, sell, license, franchise, sublease or otherwise convey the identified Customer proprietary data in any form to a third party, 1%00/ person or organization except as may be specifically agreed to in writing by Customer. - 3 - �r� tia.d b. In the event ECS shall attempt to use or convey any portion of the identified Customer proprietary data in a manner contrary to the terms of this agreement, Customer shall have the right, in addition to any other remedies available to it, to injunctive relief enjoining such acts, it being acknowledged that other remedies alone are inadequate. 10. General Provisions a. Notice - All notices which Customer or ECS may have cause to give to the other shall be addressed to the party at the addresses provided herein below. b. Applicable Law - Zhis agreement shall be governed by the laws of the State of Colorado. C. Risk of Loss - Customer shall be responsible for protecting its system from risk of loss, damage or destruction. In the event of such loss, damage or destruction, the item of the system so lost, damaged or destroyed may be replaced at the expense of Customer. d. No Joint Venture - Nothing contained in this agreement shall be construed to imply that a joint venture or partnership is created by and between the parties hereto. e. Solicitation of Employees - Neither ECS nor Customer shall, directly or indirectly, induce any officer, agent or employee to leave the employ of the other party without the other party's written consent. f. Attorney's Fees - In the event of any litigation between the parties hereto regarding the interpretation of this agreement or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this agreement, or an action be brought for injunction or specific performance, then and in any of such events, the prevailing party shall recover all reasonable - 4 - costs incurred with regard to such litigation, including reasonable attorney's fees. g. Entire Agreement - This agreement constitutes the entire agreement between Customer and ECS and supercedes and cancels any and all *a./ prior agreements or proposals, written or oral, between the parties relating to the subject matter hereof. Any amendments, additions, alterations or modifications to the terms or conditions of this agreement shall be in writing and signed by both parties. IN WITNESS WHEREOF, the undersigned have set their hands and seals the day and year first hereinabove set forth. COUNTY OF EAGLE, STATE OF ODLORADO By and Through its BOARD OF COUNTY COMMISSIONERS By: 1va, � �J ' Chairman, Board of County Commissioners Address: P.O. Box 850 Eagle, Colorado 81631 Telephone: 328-7311 EAGLE COMPUTER SYSTEMS, INC., a Colorado corporation By: C e, / % J David L. Kunkel, President Address: P.O. Box 1020 Eagle, Colorado 81631 Telephone: 328-7229 - 5 -