HomeMy WebLinkAboutbocc.con.084.2017 1111
11" Pitkin County
LW. rs Contract Cover Sheet
Please complete the Contract Cover Sheet when the contract is completed and signed by Contractor/Vendor and Pitkin
County Project Lead
Return all Contract Cover Sheets and Contracts/Change Orden/Amendments to Procurement
(procurement help a pitkmcounty coml.Any contracts $50,000 and over w ill he routed for signatures to County Manager
and Attorney's Office (if required) by Procurement & Contracts Manager.
Contract Information
Contract Number 084.2017
Project Name Airport Safety and Operations Compliance Systems(ASUCS) Software
Maintenance Agreement
Contractor OCR, Inc
Budget Line Item 404 25 00000 82000
Additional Budget Line _ $
Item(s) $
(Please fully allocate New $
Contract Total) $
Contract Start Date 1/1/2017
Contract End Date 12/31/2017
Automatic Renewal Yes N No❑
If Construction. Retainage Yes $ or 90 No
If this is a new contractor,please request they complete and submit to Finance a W-9 Form
Contact Information:
Department Airport
Project Manager td h1eraz Project Manager (970)429-1881
Phone
Provide a brief description of the contract:
Software Maintenance Agreement
Contract Value Summary:
Original Contract Amount $4.224.00
Previous Change Order/Amendment Amount of-applicable; $ 0.00
This Change order/Amendment amount(if applicable) $0.00
New Contract Total $ 4,2.24.00_
Procurement Method:
None H Informal❑ Formal ❑ Sole Source ❑ Emergency ❑ Contract Renewal ❑
Contract Type:
Sec vices/Maintenance Z Construction ❑ Goods. Equipment, Supplies U
Change Order/Amendment D Other, please explain ❑ Click here to enter text
NOTE: CI ERRS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WI I H COLORADO S FAIL
ARCHIVES RFTAINAGF SC'HFDUI E. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST.
Contract#084 2017 nev,s,on 02/13/2017km]
Budget Line Item 4 404 25.00000.82000
1j1TITIN
COUNrf
•
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
AIRPORT SAFETY AND OPERATIONS COMPLIANCE SYSTEM (ASOCS)
SOFTWARE MAINTENANCE AGREEMENT
THIS CONTRACT, made March 30, 2017 by and between the Board of County
Commissioners of Pitkin County, Colorado, 123 Emma Rd , Suite #106, Basalt, CO 81621,
(hereinafter called the"County") and GCR, Inc., 11 1 Park Place, Suite 120, Covington, LA 70433
(hereinafter called the"Contractor")to perform the following work. Airport Safety and Operations
Compliance System Software Maintenance Agreement("Project").
I. Term of Contract: The term of this contract is from January I, 2017 to December 31,
2017. At the expiration of the initial term, the contract may be extended for three (3
additional terms of one ( I )year by the express written consent of both parties.
I I. Contractor's Obligations. Contractor shall perform work stated on Exhibit A. If there
is conflicting language in the Exhibit, the Contract will prevail.
III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with the Project Budget and
Schedule set out in Section II. It is expressly understood and agreed that in no event
will the total compensation and reimbursement to be paid hereunder exceed the sum of
four thousand two hundred forty-four dollars and zero cents($4,244.00)for all services
rendered. By contract or amendment, the County and Contractor may reallocate the
budget among project tasks if the total budget amount remains unchanged. Contractor
shall ins oice for the project monthly based on hours worked, with payment expected
within thirty (301 days of invoice Any payment by the County may be offset by any
amount the Contractor owes the County for any reason.
IV County's Exclusive Ownership of Work Product Drawings, specifications,
guidelines and other documents prepared by Contractor In connection with this contract
shall he the property of the County Howex er, Contractor shall have the right to utilize
such documents in the course of its marketing,professional presentations, and for other
business purposes. Contractor assigns to County the copyrights to all work prepared,
developed, or created pursuant to this contract, including the right to: I) reproduce the
work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the
works publicly; and 5) to display the work publicly. Contractor shall have right to use
materials produced in the course of this contract for marketing purposes and
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professional presentations, articles, speeches and other business purposes.
Notwithstanding the foregoing, the County acknowledges and agrees that the
Contractor is the sole owner of all software provided to the Count) in connection with
this Contract, and that the County has only license right to use such software in
connection with the County's business operations.
V. Pitkin County's Obligations Pitkin County shall administer this contract through
a County Representative Fil Meraz, Director of Operations and Emergency
Management will manage the project as the County's Representative In the event that
Fil Meraz is not available, Mike Yaft, Director of Security Landside/Terminal shall
assume the County Representative's duties. The services provided and products
delivered by the Contractor under this contract will be subject to review by the
County's Representatives, or a designee, for compliance with Contractor's obligations
prior to final payment.
VI. Termination Prior to Expiration of Contract 1erm. The County has the right to
terminate this contract,with or without cause,by giving written notice to the Contractor
of such termination and specifying the effective date thereof Such notice shall be given
at least ten ( 10) days before the effective date of such termination In such event all
finished or unfinished documents, data, studies and reports prepared by the Contractor
pursuant to this contract shall become the County's property, subject to Paragraph IV
above. Contractor shall be entitled to receive compensation in accordance with the
contract for any satisfactory work completed pursuant to the terms of this contract prior
to the date of termination. Notwithstanding the above, Contractor shall not be relieved
of liability to the County for damages sustained by the County by virtue of any breach
of the contract by the Contractor
VII Independent Contractor Status
A. The parties to (his contract intend that the relationship between them contemplated
by the contract is that of independent contractor. Contractor, and any agent,
employee, or sersant of Contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
B Contractor is not required to offer his services exclusively to Pitkin County under
this contract. Contractor may choose to work for other individuals or entities during
the term of this contract, provided that the basic services and deliverable products
required under this contract are submitted in the manner and on the schedule
defined under this contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor's obligations
under this contract.
D Contractor shall not attempt to oi,ersee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under
this contract.
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Budget Line Item it 404.25 00000 82000
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkm
County and is responsible for payment of any federal,state, FICA and other income
taxes
VIII. Assignability. This contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this contract must be accepted in
writing by the County.
IX. Severability. In the event that any provision of this contract shall be held to be invalid
or unenforceable, the remaining provisions of this contract shall remain valid and
binding upon the parties hereto.
X Integration and Modification
A. This contract represents the entire and integrated contract between the County and
the Contractor and supersedes all prior negotiations, representations, or contract,
either written or oral This contract may be amended only by written contract signed
by both the County and the Contractor
B. The County may, from time to time, request changes in the scope of services of the
Contractor to he performed hereunder. Such changes, including the increase or
decrease in the amount of the Contractor's compensation, which are mutually
agreed upon between the County and the Contractor, shall be in writing and upon
execution shall become part of this contract.
XI Indemnity.
A The Contractor agrees to indemnify, hold harmless and,not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, volunteers, and any jurisdiction or agency issuing permits for any work
included in the project, hereinafter referred to as indemnitee, from all suits and
claims, including attorney's fees and cost of litigation, actions, loss, damage,
expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Contract or on account of any act,claim or amount
arising or recovered under workers' compensation law or arising out of the failure
of the Contractor to conform to any statutes, ordinances, regulation, law or court
decree. It is agreed that the Contractor will be responsible for primary loss
investigation, defense and judgment costs where this contract of indemnity applies.
In consideration of the award of this contract, the Contractor agrees to waive all
rights of subrogation against the County its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees.
agents,and volunteers for losses arising from the work performed by the Contractor
for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or lawsuits related hereto
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at its sole expense and shall bear all other costs and expenses related thereto, even
if the claim, demand or lawsuit is groundless. false or fraudulent.
XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract
are satisfied, insurance against claims for injury to persons or damage to property which
may arise from or in connection with the performance of the work hereunder by the
Contractor, its agents. representatives, employees or subcontractors
The insurance requirements herein are minimum requirements for this Contract and in
no way limit the indemnity covenants contained in this Contract. The policies shall
include, or be endorsed to include, the following provision: On insurance policies
where the County is named as an additional insured, the County shall be an additional
insured to the full limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient
to protect the Contractor from Liabilities that might arise out of the performance of the
work under this Contract by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate
and/or prudent,maintain higher limits and/or broader coverages. The Contractor is not
relieved of any liability or other obligations assumed or pursuant to the Contract by
reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or
types. Commercial General Liability Completed Operations coverage must be kept in
effect for up to three (3) years after completion of the project.
A Coverage and Limits of Insurance. Contractor shall provide coverage with limits
of liability requirements provided that the coverage is written on a"following form"
basis.
1) Statutory Workers' Compensation: Colorado alatulory muniniumn
a Policy shall contain a waiver of subrogation against the County
h This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers' Compensation Act AND when
such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) S 500,000
S 500,000
S 500,000
2) Commercial General Liability- LSO 1CG 0001 form or equivalent.
(With ith County named as an additional emitted)
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Budget Line Item#404.25.00000.82000
Minimum Limits:
General Aggregate S 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
PersonaliAdvertising Injury $ 1,000,000
Eire Damage(Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Personal /Advertising Injury
• Products/ Completed Operations
• Liability assumed under an Insured Contract(including defense costs assumed under
contract)
• Independent Contractors
• Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsements specified above: "County, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected
officials, trustees, employees, agents, and volunteers named as an additional insured
with respect to liability and defense of suits arising out of the activities performed
by, or on behalf of the Contractor, including completed operations".
3) Auto Liability Bodily injury and property damage for any owned,
hired and non-owned vehicles used in the performance of this Contract.
Minimum Limits: Statutory
Coverage Bodily/Property Damage(Each Accident) $ 1,000,000
4) Special Coverages (check as appropriate and insert amount)
a. D Perfomiance Bond S
b. U Professional Errors and Omissions
c 0 Aircraft Liability
d. 0 Owner's Protective
e. 0 Builder's Risk
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Contract#084 2017 REws?on 02/13/201 ZA;m
Budget Line Item #404 25 00000 82000
C ❑ Boiler and Machinery
g. ❑ Loss of Use Insurance
h E Pollution Liability
I ❑ Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance
I) Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended,
voided or canceled except after thirty(301 days prior written notice has been
given to the County, except when cancellation is for non-payment of
premium, then ten (10) days prior notice may be given. Such notice shall
be emailed directly to Procurement Helpa pitkutcounty corn. If the
insurance carrier will not provide the required notice, the
Consultant/Contractor and or its insurance broker shall notify the County of
any cancellation, or reduction in coverage or limits of any insurance within
seven (7) days of receipt of insurers' notification to that effect.
Simultaneously with the Certificates of Insurance, the Contractor shall file
with the Project Lead a certified statement as to claims pending against the
required coverages, reserves established on account of such claims, defense
costs expended and amounts remaining on policy limits
) In addition, these Certificates of Insurance shall contain the following
clauses:
a. The contractor's insurance shall he primary and non-contributory with
any insurance or self-insurance purchased by the County.
h The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
c. Any and all deductibles or self-insured retention. in the above-
described insurance policies shall be assumed by and be for the
amount of, and at the sole expense of the Contractor.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done "
31 Certificates of Insurance for all renewal policies shall be delivered to
the County's Representative at least fifteen (15) days prior to a policy's
expiration date except for any policy expiring on the expiration date of this
contract or thereafter.
4) The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this contract.
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Budget Line Item N 404.25.00000.82000
XIII. Exemptions and Preferences. All purchases of construction or building or any other
materials for this contract shall not include Federal Excise Taxes or Colorado State or
local sales or use taxes Pitkin County is exempt from such taxes under registration
numbers 98-02624 and 84-78000-5k.
XIV. Records. The Contractor shall maintain comprehensive, complete and accurate
books, records, and documents concerning its performance relating to this contract for
a period of three (3) years after final payment under the contract and the County shall
have the right within the three(3) year period to inspect and audit these books, records
and documents, upon demand, in a reasonable manner and at reasonable times, for the
purpose of determining, by accepted accounting and auditing standards, compliance
with all provisions of the contract and applicable law.
XV Contract Made in Colorado The parties agree that this contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVI. Attorney's Fees In the event that legal action is necessary to enforce any of the
provisions of this contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney's fees.
XVII Governmental immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this contract, the monetary
limitations or terms (presently $150,000 per person and $600,000 per occurrence) or
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, 24-10-101, et.seq , C'.R S , as from time to time amended, or otherwise
available to Pitkin County or any of its officers, agents or employees. Further, nothing
in this contract shall be construed or interpreted to require or provide for indemnification
of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its
agent or employees.
XVIII. Current Year Obligations The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County. Pitkin County's obligations under
this contract are subject to Pitkin County's annual right to budget and appropriate the
sums necessary to provide the services set forth herein. No provisions of the contract
shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond
the then current fiscal year of Pitkin County. No provision of the contract shall be
construed or interpreted as creating a multiple-fiscal year direct or indirect debtor other
financial obligation of Pitkin County within the meaning of any constitutional or
statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County's then
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current fiscal year. No provisions of this contract shall be construed to pledge or create
a lien on any class or source of Pitkin County's moneys, nor shall any provision of this
contract restrict the future issuance of Pitkin County's bonds or any obligations payable
from any class or source of Pitkin County's money
XIX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be hand-delivered or sent by registered or certified regular mail,postage pre-
paid to the addresses of the parties as follows Each party by notice sent under this
paragraph may change the address to which future notices should be sent. Electronic
delivery of notices shall also be deemed sufficient and considered delivered upon
receipt of confirmation of delivery on the part of the sender.
To Pitkin County with copies to.
Fil Meraz Pitkin County Attorney's Office
0233 F. Airport Rd. 123 Emma Rd , Suite#204
Aspen, CO 81611 Basalt, Colorado 81621
Email EH Merazlq'AspenAirport.com Email Attomey(d'pitkincounty corn
To Contractor:
GCR, Inc.
Ill Park Place, Suite 120
Covington, LA 70433
Phone: 18001259-6192
Email: acouvilliongtgcrincorporated corn
XX. Public Contracts for Services and Public Contracts with Natural Persons. In
conformance with the provisions of C.R.S. §§ 8-17.5401, et seg., as amended and
C.R S §§ 24-765-101, et seq., as amended:
A. PUBLIC CONTRACTS FOR SERVICES. §§8.17.5-1111, et seq. C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services/Contractor certifies, warrants, and agrees that it does not knowingly employ
or contract with an illegal alien who will perform work under this Contract and will
confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Contract, through
participation in the E-Verify Program established under Pub L 104-208 or the State
verification program established pursuant to §8-17.5-102(5)(e), C R S., Contractor
shall not knowingly employ or contract with an illegal alien to perform work under this
Contract or enter into a contract with a Subcontractor that fails to certify to Contractor
that the Subcontractor shall not knowingly employ or contract with an illegal alien to
perlbnn work under this Contract. Contractor (i) shall not use E-Verify Program or
State program procedures to undertake pre-employment screening of Job applicants
while this Contract is being performed, (ii) shall notify the Subcontractor and the
s
Contract d 084 2017 Rgu,s1on 02/13/2017kim
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contracting State agency within 3 days if Contractor has actual knowledge that a
Subcontractor is employing or contracting with an illegal alien for work under this
Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop
employing or contracting with the illegal alien within 3 days of receiving the notice,
and (iv) shall comply with reasonable requests made in the course of an investigation,
undertaken pursuant to §8-17.5-102(5), C.R.S , by the Colorado Department of Labor
and Employment If Contractor participates in the State program, Contractor shall
deliver to the contracting State agency, Institution of Higher Education or political
subdivision, a written, notarized affirmation, affirming that Contractor has examined
the legal work status of such employee, and shall comply with all of the other
requirements of the State program If Contractor fails to comply with any requirement
of this provision or §§8-17.5-101 et seq., C.R S , the contracting State agency,
institution of higher education or political subdivision may terminate this Contract for
breach and, if so temimatcd, Contractor shall be liable for damages.
B. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq.,
C.R.S.
Contractor, if a natural person 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) shall comply with the provisions of 024-
76.5-101 et seq., C R.S , and (iii) has produced one form of identification required by
§24-76.5-103, C.R.S. prior to the Effective Date of this Contract.
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IN W rr[YEss WHEREOF,the parties have executed this Contract as of the date first sd out herein
above.
GCR,Inc.
c: 2—quri 1-/-1-s- / 7
Signature . .�..— Date
Timothy A. Walsh Director,Aviation Services
Printed Name Title
PITKIN COUNTY,COLORADO
RECOMMENDED FOR APPROVAL: 40/ 7/- /
c."' orez Datee
IF NON ANDARD/ADDITIONAL. LANGUAGE ADDED:
Riche , etley III, Assistant Pitkin County Attorney Da
CONTRACT FOR SOFTWARE MAINTENANCE
This agreement ("Agreement") is made and entered into on January 1, 2017, ("Effective Date")
by and between ASPEN-PITKIN COUNTY AIRPORT located at 233 W Airport Rd., Aspen, CO
81611 ("Licensee") and GCR Inc., located at 2021 Lakeshore Drive, Suite 500, New Orleans,
Louisiana ("GCR") (Licensee and GCR each a"Party" and collectively the "Parties")
WHEREAS, Licensee has obtained a license from OCR to certain software modules identified on
Attachment A (Software) as licensed to Licensee ("Software") wishes to obtain associated,
maintenance services in connection with the Software;
In consideration of the mutual promises and agreements of the Parties herein, the Parties agree as
follows
ARTICLE I — MAINTENANCE
1 I Maintenance Services. Throughout the term of the Agreement, GCR shall provide
maintenance services as set forth in Attachment B (Maintenance) ("Maintenance") In general,
the maintenance services consist of(al prompt customer support on-site or by telephone, fax or
email;and(b) Software updates,new releases,and enhancements reflecting on-going development
at OCR and as made generally available to GCR's customers of the Software.
1.2 Licensee Cooperation. Licensee acknowledges that GCR's ability to provide
Maintenance is dependent on the cooperation of Licensee and the quantity of information that
Licensee can provide. Licensee will use commercially reasonable efforts to reproduce all reported
problems and gather troubleshooting information as requested by GCR. If Licensee cannot
reproduce such problems or gather requested information, Licensee will provide GCR temporary
login access on Licensee's system to identify and address reported problems. GCR will have no
responsibility for failure to provide Maintenance as a result of Licensee's failure to cooperate with
GCR
ARTICLE 2—COMPENSATION
2.1 Maintenance Fees. Annually. Licensee will make the payments for the Maintenance
identified on Attachment A (Software) as "Annual" on the Effective Date and each anniversary
thereafter.
2 2 Payment Terms. GCR will invoice Licensee for fees as they become payable pursuant to
this ARTICLE 2(COMPENSATION)on the schedules shown above. All payments by Licensee
to OCR shall be made within 30 days of Licensee's receipt of OCR's invoice. GCR assumes all
responsibility for payment of taxes from the funds received under this Agreement.
ARTICLE 3 — LIABILITY
Rev 1611118
3.1 Consequential Damages Waiver Neither Party shall, under any circumstances or in any
event, be liable to the other Party for any special, punitive, indirect, incidental, or consequential
damages of any nature, including, without limitation, loss of actual or anticipated profits or
revenues; loss of production, by reason of shutdown, non-operation, or otherwise; increased
expense of manufacturing or operation; loss of use; increased financing costs; or cost of capital.
32 Limit of Liability. Notwithstanding anything set forth in this Agreement, GCR's
maximum liability In the aggregate for any claim arising under or otherwise related to this
Agreement shall in no event exceed the amount of monies received by GCR under this Agreement
in the 12 months prior to such claim. Licensee will release, defend, indemnify, and hold harmless
GCR and its Affiliates from and against any additional amounts
ARTICLE 4-TERM AND TERMINATION
4 1 Term. The Agreement is effective as of the Effective Date and continue for a period of 1
year (the "Initial Term") from the Effective Date Thereafter, this Agreement will automatically
renew for successive 1 year periods (each a"Renewal Term"), unless either Party gives the other
Party written notice of its intention not to renew this Agreement not less than 90 days prior to the
expiration of the Initial Term or the then-current Renewal Term, as applicable
4 2 Termination/Suspension for Default In the event of any material breach of this
Agreement,the non-breaching Party may terminate this Agreement by giving 30 days'prior written
notice to the breaching Party; provided, however, that this Agreement shall not terminate if the
breaching Party has cured the breach prior to the expiration of such 30-day period. In lieu of
termination, the non-breaching Party may suspend performance under this Agreement by such
written notice until the breaching Party has cured the breach.
4.3 Termination for Insolvency. If(a) insolvency, receivership or bankruptcy proceedings
are instituted by or against a Party and are not terminated within 30 days, (b) a Party makes an
assignment for the benefit of creditors or (c) a Party admits an inability to pay its debts as they
come due, then in any such event the other Party may of its sole discretion terminate this
Agreement without notice.
4 4 Survival. Except as set forth to the contrary herein, the Parties understand and agree that
all terms and conditions of this Agreement, which by reasonable implication contemplate
continued performance or compliance beyond the termination of this Agreement(by expiration of
the term or otherwise) shall survive such termination and shall continue to be enforceable as
provided herein), including ARTICLE 2 (COMPENSATION) (to the extent any payments are
due but not yet paid as of expiration or termination), ARTICLE 3 (LIABILITY), this Section 4.4
(Survival), and ARTICLE 5 (MISCELLANEOUS)
Rev 101018
ARTICLE S—MISCELLANEOUS
5.1 Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of Louisiana, excluding any choice of law provisions that may direct the
application of any laws of any other jurisdiction.
5.2 Mediation. If during the course of this Agreement the Parties are unable to resolve any
dispute or controversy arising out of or relating to the Agreement, such claims shall first he subject
to non-binding mediation as a condition precedent to the initiation of any legal action(either court
action or arbitration). Unless the Parties mutually agree othenvise in writing, the Commercial
Arbitration Rules and Mediation Procedures of the American Arbitration Association in effect at
the time of the demand for mediation shall be applied at the mediation. Demand for mediation
shall be made in writing. The Parties agree to share equally the mediator's fee and any filing fees
Any agreement reached in mediation shall be enforceable and binding upon both Parties. Each
Party agrees to bear its own attorneys' fees associated with the mediation.
5.3 Assignment. Neither Party shall assign any interest in this Agreement by assignment,
transfer, or novation, without prior written consent of the other Party; provided, however, that
GCR may assign this Agreement (a) to any affiliate of GCR or (b) in connection with an
assignment of all or substantially all of GCR's assets to which this Agreement relates. This
provision shall not be construed to prohibit a Party from assigning to any banking, trust company,
or other financial institution any money due or to become due from approved contracts without
such prior written consent. Notice of anv such assignment or transfer shall be furnished to the
other Party.
5.4 Force Majeure. Neither Licensee nor GCR shall be considered in default in the
performance of the obligations hereunder, except with respect to payment of monies hereunder, if
such performance is prevented or delayed because of unavailability of labor, war, hostilities,
revolution. civil commotion, acts of terrorism, strike, epidemic, accident, fire, wind, flood; or
because of any act of God; or for any cause, whether similar or dissimilar, now or hereafter
existing, beyond the reasonable control of the Party affected. The Party suffering a delay in its
performance caused by an above described occurrence shall give notice thereof to the other Party
as soon as reasonably possible thereafter, and shall use reasonable efforts to overcome such delay.
in the event of such an occurrence, the Parties shall consult to determine how to overcome the
effect on the Project and shall mutually agree to any equitable adjustment to the compensation due
GCR hereunder.
5 5 Export. Licensee agrees to abide by any restrictions or conditions respecting the export,
re-export, or other transfer of the Licensed Material disclosed and/or licensed to Licensee in
accordance with this Agreement that are in effect now or arc hereafter imposed by the United
States Government, and will not export, re-export, or otherwise transfer the Licensed Material,
except in full compliance with all relevant U S laws and regulations
5.6 Miscellaneous This Agreement is the entire agreement of the Parties on the subject matter
hereof This Agreement supersedes all prior agreements and understandings (whether written or
Rev 161018
oral) between the Licensee and GCR with respect to the subject matter hereof. In addition, this
Agreement may not be modified or amended unless agreed by the Parties, reduced to writing, and
signed by both the Licensee and GC'R Further, if any part of this Agreement is adjudged invalid,
illegal or unenforceable, the remaining parts shall not be affected and shall remain in full force and
effect. Headings in this Agreement are for convenience only and shall not affect the interpretation
thereof.
IN WTTNPSS hereof, the Parties have executed this Agreement on the day and year first
above written.
[Licensee] OCR Inc.
Signature: Signature
Print Print:
Title: Title:
Date' Date:
The following attachments constitute a part of this Agreement and are incorporated herein
by this reference.
Attachment A—Software
Attachment B—Maintenance
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ATTACHMENT A
SOFTWARE
The Licensee Site, the specific modules licensed, one-time pricing, monthly pricing, annual
pricing, etc. is described below
Licensee Site:
Software Module Agreement Pricing Period Fee
ASOCS Maintenance Annual $ 4,244
The prices shown above will increase by 3% annually.
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ATTACHMENT B
MAINTENANCE
The SOFTWARE covered by this Maintenance Agreement is as follows:
Airport IQTM Safety and Operations Compliance System (ASOCS) and any future versions
offered by GCR as an incremental upgrade. Future expansion of the system that requires
modifications outside the maintenance of the base system is not covered under this
Agreement.
The manuals, handbooks, and other written materials furnished by the GCR for use with
the SOFTWARE (the "Documentation") are.
• ASOCS User's Manual
Contract Term
The initial year of this agreement will commence on January 1, 2017 and will expire on
December 31, 2017 under the terms in Article 4 — Term and Termination in the attached
Contract for Software Maintenance
Renewal Term
Renewal Terms for this Agreement will extend as described under the terms in Article 4
— Term and Termination in the attached Contract for Software Maintenance.
Software Maintenance and Support Policy Descriptions
In accordance with the terms of this Agreement, GCR will furnish the following support
services (the "Services") for the SOFTWARE.
Enhanced Technical Support
OCR shall make available email support options 24 hours per day seven days per
week to Power Users through asocssu000rt@gcrincoroorated com. A Power User is
defined as a trained, advanced user who can troubleshoot basic issues without
assistance. LICENSEE is limited to two (2) designated Power Users at any one time,
who will act as the support liaison between the LICENSEE and GCR, and agrees that
support may be provided through electronic communications or telephone support
Timeliness of Incident Resolution
GCR shall use reasonable effort to provide modifications or additions to correct errors
in the SOFTWARE reported by LICENSEE The level of support that GCR can provide
is dependent upon the cooperation of LICENSEE and the quantity of information that
LICENSEE can provide.
Rev 1(4(118
If the LICENSEE cannot reproduce a problem or if GCR cannot successfully gather
adequate troubleshooting information, GCR will require temporary login access on the
LICENSEE's system to identify and address the problem. This communication
capability shall be accessible 24 hours a day, seven days a week
New Releases
Update releases for the SOFTWARE and documentation will be made available for all
purchased modules during the term of the Agreement.
Program Enhancements
Enhancement releases for the SOFTWARE will be made available for all purchased
modules during the term of the Agreement.
Installation Assistance
Support for the proper installation of the current release of the SOFTWARE, and any
subsequent patches or updates to the version will be made available through remote
assistance.
Online Training
Online user training will be made available to LICENSEE through a web-based
interface for up to 8 hours each agreement year in order to provide refresher training
and support the training of new staff members.
AirportlQ Users Group Meeting
GCR will schedule a two (2) day annual Users Group meeting to be held in New
Orleans, LA The meeting shall be free of charge for admission to all AirportlQ users
with active maintenance agreements and shall consist of the following:
• Training in the most recent version of ASM
• Discussions on new feature developments
• Peer group discussions
LICENSEE is responsible for all airfare and accommodations.
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