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HomeMy WebLinkAboutGatekeeper Systems, Inc. - App-139 Subscription AgreementF.1 W M KyjKlio IIINIM RIA I LOANAVI N D1 D1VJ I DIC I THIS APP-139 SUBSCRIPTION AGRE EMENT (the "Agreement") is made by and between GateKeeper Systems, Inc., a Minnesota corporation, having its principal place of business at 1875 Plaza Drive, SuiteEagan, Minnesota 55122 ("GSI") and Yakima Air Terminal -McAllister Field ("Customer"), a body corporate and politic, having its principal place of business at 2406 W Washington Ave Suite B, Yakima, WA 98903, WHERE, AS, the United States Federal Aviation Agency ("FAA") requires all commercial -i-- 6F compliance with the FAA's security and operational requirements and to maintain reports of such inspections (the "Inspection Data"); and WHEREAS, GSI has developed its proprietary web -based App-139 computer software syste ("App-139") to receive, store, and transmit GIS imagery and Inspection Data to assist airports in complying with the FAA's Inspection and Inspection Data requirements, all as more fully described el www%app­139&q� Mr-410=11M MMM 1. SUBSCRIPTION FOR SERVICES. GSI will provide Customer with unlimite access to App- 13 9 for Customer's own use during the term of this Agreement. This subscription agreement includes the following services to create an instance of the App-139 software for the Customer's airfield: a. License to App-139 Software. Including desktop and mobile versions for as ma users as deemed appropriate by Customer b. Hosted computer server environment and equipment c. System support and maintenance d, Implementation services including installation, configuration, training, testing a documentation. 2. TERM. The term of this Agreement shall commence on the Start Date and terminate the End Date, as both dates are set forth on Schedule A. • may terminate this Agreement without cause at any time upon ninety (60) days' notice to GSI. However, Customer shall not be entitl to any refund of the annual subscription fee for the term year in which such termination occurs. The contract may be renewed for additional periods upon mutual written consent of both patties. I 3. PRICE. The annual subscription fee payable by Customer for App-139 is set forth in Schedule -4 and is payable at the commencement of each year during which this Agreement remains in effect. GSI reserves the right to increase the annual subscription fee after the initial term of this Agreement. 4. CISIPM RESPONSIAM!t�. Customer is responsible for all activity *ccurring under Customer's account and shall abide in all material respects by all applicable local, state, riational and foreign laws, treaties and regulations in connection with Customer's use of App- 13 9, Customer shall be solely responsible for protection of its transmission facilities, premises, equipment, the integrity of its && entered on App- 139, 9W Ws� ID(s), password(s), user name and the likel Own all unauthorized access or us e. Customer is 00 authorized to allow 3 rd Party use of �#- 13 9 46;tt v_&?r&*A-W9 g. CW.Momer shall use reasonable measures commensurate with accepted industry standards for such protection. Customer acknowledges that the internet, cellular telephone network, or any wide -area communication network that may be utili zed ("WAN") for the operation of App- 13 9 i 8 not a secure or an error free network and that transmissions made on the WAN may not be completed or may contain errors or omissions. The WAN, or portions thereof, may become inaccessible or inoperable, in whole or in part, at any time or from time to time. 5. TAXES, Customer shall be responsible for all taxes on the App-139 annual subscription fee, exclusive of taxes based solely on GSI's net income. Customer will reimburse GSI for all sales, use, or exercise taxes assessed by any taxing authority, whether such taxes are invoiced initially to Customer or assessed retroactively based upon audits by any governmental taxing authority. If Customer is exempt from state sates taxes it shall provide GSI with an exemption certificate prior to the execution of this contract. 1 . Cloud Server: Customer's unique virtual machine instance 2. Cloud Server Host: means the physical server which hosts Customer's cloud server; 3. Data Center Network: means the portion of the utilized network extending from the network egress point of Customer's cloud server host to the outbound port of the data center border router; 4. Scheduled Maintenance: means system maintenance that is announced at least ten business days in advance and includes software updates and/or upgrades. Network Data Center Network will be available 99% of the time in any given monthly period, excluding Scheduled Maintenance. Data Center Infrastructure Data Center HVAC and power will be functioning 99% of the time in any given monthly period, downtime exists when the host server's downtime occurs as a result of power or heat problems. Cloud Server Hosts If a cloud server host fails, restoration or repair will be complete within one hour of problem identification. Backup and stored on a separate server. A complete system backup will be done on a weekly basis. Migration If a cloud server migration is required because of cloud server host degradation, GSI will notify Customer at least 24 hours in advance of beginning the migration, unless GSI determines in its reasonable judgment, that GSI must begin the migration sooner to protect Customer's cloud server data. Either way, GS1 guarantees that the migration will be complete within three hours of the time that GSI begins the migration. Maintenance Services Under this Agreement, GSI will maintain in good working order the computer software licensed to the Customer and known as the GateKeeper Systems App- 13 9 software and other related software components supplied by GSI. This software is used in the operation of'FAA required daily airfield inspections and herein after referred to as "Covered Software." Softare Sulgort Servim GS1 is providing both the server hardware and application software required to operate the APP- 13 9 software module. GS1 will provide software support to Customer's personnel as necessary to elimin or correct system/software malfunctions and return the systemlsoftware to normal operation. The categories of software support to be provided under this contract include: I * Empogja Svgwm Pt6lgn� GSI will provide on-line telephone support to Customer's personnel as needed each month for the period of the contract to remotely diagnose and mak&-: required changes to the Covered Software. Support will be provided by qualified OSI personnel familiar with the App- 13 9 software version instalted at the Airport site. * Software g"figuration, GSI will make routine configuration changes to the system as needed by the airport for items such as, but not limited to, Users, Facilities, Conditions, security settings. * est GSI will install "Critical Updates" and Service Packs for the Microsoft operating and SQL database software. The Covered Software will be "upgraded" to the most recent version as a part of this contract. Customer's staff will be notified of the scheduling of these upgrades, system downtime and any tasks required of the Customer. Support Availabili!X Telephone support is available 24 hours per day and 7 days per week for the term of this subscription Agreement, Support RLqukst ProceduLe� Customer shall identify in writing at the initiation of this Agreement Customer's, personnel authorized to request software assistance. When assistance is required, the responsible individual should call GSI as follows: GateKeeper Emergency Support: (866) 688-3404 This number should be used only for support issues that need immediate resolution, This number is answered 24 hours per day, 365 days per year. If the suppoit specialist answering the phone cannot address the problem, the operator will record information about the request or problem and immediately contact the best available GSI specialist to respond. GateKeeper Non -Emergency Support: (651) 365-0700 This number should be used during normal business hours for issues or questions that do not need immediate resolution to maintain system operation. can also be used for Non - Emergency support issues or questions. Respgose Time, 'WI er an annual maintenance agreement with jidQLit,_,,,juLi,p r response 0 t times. GSI will respond to issues immediately during normal working hours (8:00 am to 5:00 p.m. Monday through Friday local Minneapolis time) at all other times (nights, weekends, holidays, etc,) a response will be made within 1.5 hours by a qualified software specialist. �Customer custo regarding the probtem experiencect, actions already taKen To remecty Tne prome"""IFMR�M condition of the software and entire system. Customer personnel making the phone request should be prepared to work with GSI personnel as necessary for the duration of the phone call. Exclusions • On -site support • Formal training of Customer's personnel on the operation of the system other than responding to specific questions. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESSED AND IMPLIED WARRANTIES. GSI MAKES NO OTHER WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. In the event of any breach of this limited warranty, GSI's sole liability and Customer's sole remedy shall be that GSI will provide to Customer a credit for the annual Subscription Fee paid by Customer pro -rated to the amount of time App-139 was unavailable for Customer's usage, 0 IM41 MIX, '9 amagUS, COSTS anU UXpt;IlSt;S �111UILUII% I-ri1NU11U#.1U Customer of App-139. a. GSI shall take all necessary precautions in performing the Services to prevent injury to persons or property. GSI agrees to defend, indemnify and hold harmless the Customer, i elected and appointed officials, officers, employees, attorneys, agents, and volunteers fro any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable costs a attorney fees) which result or arise out of the negligent acts or omissions of Contractor, i officials, officers, employees or agents, ti b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent acts and/or omissions of both GSI and the Customer, or their elected or appointed officials, officers, employees, agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its proportionate share of negligence for any resulti suit, judgment, action, claim, demand, damages or costs and expenses, including reasonabl, attorneys' fees. I c. GSI's Waiver of Employer's Immunity under Title 51 RCW, If any design or engineering work is done pursuant to this Contract, GSI intends that its indemnification, defense, and hold harmless obligations set forth above in Section A shall operate with full effect regardless of any provision to the contrary in Title 51 RCW, Washington's Industrial Insurance Act. Accordingly, to the extent necessary to fully satisfy GSI's indemnification, defense, and hold harmless obligations set forth above in section A, GSI specifically waives any immunity granted under Title 51 RCW, and specifically assumes all potential liability for actions brought by employees of the GS1 against the Customer and its elected and appointed officials, officers, employees, attorneys, agents, and volunteers. The parties have mutually negotiated this waiver. GSI shall similarly require that its subcontractors, and anyone directly or indirectly employed or hired by GSI, and anyone for whose acts GSI may be liable in connection with its performance of this Agreement, shall comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees, The provisions of this section shall survive the expiration or termination of this Agreement. L Nothing contained in this Section or this Contract shall be construed to create a liability or .z right of indemnification in any third party. This limitation of liability includes, but is not limited to, any damages caused by: (1) the integri of the data supplied by Customer in Customer's transmissions; or (2) fees, fines, or penalties assessed against Customer by any federal, state or local regulatory agency. Except for GSI's breach of its indemnification obligations as set forth in Section 7, GSI's entir* actions arising out of or related to this Agreement or the failure of App- 13 9 to function properly shall not exceed the amount of GSI's available insurance coverage. Liu X-391OW"I 19"Mus Inoection Data As between the parties, Inspection Data is and shall remain the sole and exclusive property of Customer. No Inspection Data will be sold, assigned, leased, licensed, disclosed or otherwise disposed of to third parties or commercially exploited by GSL 10.1 GS1 will establish and maintain safeguards against the unauthorized access or use, destruction, loss or alteration of Inspection Data in the possession or control of GS1 or its agents or subcontractors which are no less rigorous than industry -standard measures and which are no less rigorous than those maintained by GSI for its own data of a similar nature. 10.2 Without limiting the generality of the foregoing, GSI will use commercially reasonable efforts to guard against the unauthorized access, alteration, use or destruction of Inspection Data. Such measures will include the, installation of software that: (a) requires all users to enter a user identification and password prior to gaining access to App- 13 9; and (b) controls and tracks the addition and deletion of users, 11. GENERAL, Neither party may assign this Agreement or any of the rights under this Agreement without prior written consent of the other party. Any attempt to do so is voi . This Agreement represents the entire agreement between the parties with respect to the subject matter hereof. 19 )OTMUM14 Well 10do Irgly premises, its third -party provider or other contractors, labor disputes, perils or •' hazards, provided that such party shall resume performance as promptly as possible after such condition or occurrence has -- -1 bee VIU. If any portion of this Agreement is held invalid, such invalidity shall not affect the remaining portions • this Agreement. The parties agree to replace the invalid portion with a valid provision that most closely reflects the intent and economic effect of the invalid provision. Failure or delay by either party to exercise any right, power, privilege or remedy will noti constitute a waiver thereof. Any provision contained herein that by its nature could reasonably construed to survive expiration • this Agreement shall so survive. I This Agreement shall • governed by and construed according to the laws • the state where Customer's principal place of business as stated at the beginning of this Agreement is located, This Agreement may be executed in one or more counterparts, each of which shall be deemed an • • all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed their • authorized • I GateKeeper Systems, Inc. Printed.. Title: National Sales Mang Zgr_ Date:--V—/ /-Wl— By: - • 1 -4 '111 Title:�Cit I Maria ct Date: 13LLVW Airport Name: Yakima Air Terminal -McAllister Field Airport ID: YKM Enplanement Category: Under 100,000 Term of the Agreement: Full Production Start Date: July 1, 2021 End Date: June 30, 2024 Annual Renewal Date: July I Krjfflrlrjva�� ILINI NYSE, Pricing: Annual App-139 Subscription Fee: Year #1 $4,500 Year #2 $4,500 Year N3 $4,500 18TENZ= Billing Information: Form of invoice desired: Paper Copy® -Mail copy® Contact Person: Robert Peterson Airport Director Mailing Address: 2406 W. Washington Ave, Suite B Yakima, WA 98903 Phone Number: 509-575-6149 (office) 509-833-0898 (cell) E-Mail Address: