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PW Software Maintenance AgreementEC ONO LITE E; Y ~, T E /\/1 t-J Software Maintenance Agreement This agreement is for Celllracs software maintenance to be provided by Econolite Systems, Inc. (hereafter referred to as "Econolite") to the City of San Rafael, CA (hereafter referred to as "Agency") as follows : Products Covered This agreement covers systems maintenance support of the base Cemracs system software licensed to Agency [ 100 Centracs Licenses, Synchro Module, Advanced CCTV (including Genetec)]. This agreement does not cover third party commercial off the shelf (COTS) software (even if that software is required for correct system operation), system hardware, communications equipment, or field equipment and software unless that software falls under the base Centracs system software license agreement. Period of Coverage This coverage is valid for one ( 1 ) year from the commencement date of this agreement. This agreement shall automatically renew at the end of each term for a successive one (I) year term unless either Party gives written notice of its intention not to renew sixty (60) days prior to the expiration of the current term. Coverage Econolite provides three options for continued software support and annual upgrades: Bronze -Provides for one annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. Technical support and services are provided via remote support. Silver -Provides one annual upgrade for the supported software. Upgrades will be performed during a one- day (I-day) on-site visit by an Econolite engineer. Technical support and services are provided via remote methods . Gold -Provides one annual upgrade for the supported software. Upgrades will be performed during a three- day (3-day) on-site visit by an Econolite engineer. Informal refresher training is provided during the on-site visit along with the upgrade as needed. Technical support and services are provided via remote methods. Technical Support Technical support and service from Econolite shall be provided by remote methods unless on-site support is requested by Agency or Econolite deems necessary. In the event on-site support is provided, Econolite, at its option, may invoice for time, travel and lodging as identified in the provisions below. Technical support hours of operation: 8:00am to 5:00pm (Mountain Time) I Monday -Friday except for holidays recognized by Econolite. Support requests received outside normal hours of operation are generally responded to within twenty- four (24) hours. Technical Support Contact Information: Local Account Manager or, Phone: 714.630.3700 or 800.225 .6480 or, Online at www .econolite.com EC ONO LITE S y' f-; r 1-td E-i Provisions I. An invoice shall be submitted to the Agency prior to the expiration of the current coverage. Payment is due within thirty (30) days of Agency's receipt of proper invoice. 2. Annual pricing is subject to change. 3. Econolite may invoice Agency for any time, travel and lodging costs required for support or upgrades. One on-site, annual visit is included for the silver and gold support agreements; additional visits may be invoiced accordingly. Econolite may invoice up to but not exceed two hundred, twenty-five dollars ($225.00) per hour. Invoice to be paid to Econolite according to standard payment terms. 4. In the event remote access is granted (required for Bronze agreement), the Agency shall maintain a dedicated telephone line, or VPN (Virtual Private Network) connection for remote access to the system by Econolite. Econolite will provide support services by means judged appropriate by Econolite. Such means may include, without limitation, remote access to Agency computer(s), remote telephone consultations, and the provision of written documentation and other materials to Agency, by mail or electronic means. Response time for requests for remote support shall be kept under twenty-four (24) hours. 5. In the event that hardware, operating system, or other third party software , in use by the Agency is deemed by Econolite not to be sufficient for installation of an Upgrade Release, then the Agency shall be responsible for the cost of any new hardware or software as may be required . 6. In the event that Econolite identifies a fault or failure in software or hardware not covered under this agreement, which affects the operation of the ATMS, then Agency agrees to take prompt action to correct such faults and failures . Upon correction of said failures, Econolite shall ensure that the ATMS is restored and operational within five (5) working days. 7. In the event that Econolite identifies a fault or failure in Econolite developed software or manufactured hardware covered under this agreement, which affects the operation of the A TMS, Econolite shall ensure that the system is restored and operational within five (5) working days. If the failure is due to third party hardware or software, provided by Econolite, Econolite will ensure that the system is restored within five (5) days of the third party replacing or repairing the items which they supplied. 8. This agreement may be voided at the option of Econolite if Agency modifies any part of the ATMS software where source code has been provided . Econolite will determine, in its discretion, if these modifications impede the ability to provide continued support and system upgrades. 9. A software upgrade may require hardware and third party COTS software (e.g. operating systems, database servers, drivers, etc) upgrades to ensure the performance and functionality of the system. Econolite will provide details of minimum system requirements and the system will be upgraded at Agency's cost to meet or exceed these requirements at least one week prior to the base ATMS software upgrade. I 0. This upgrade may not support all the functionality of the previous version of the ATMS. Prior to the upgrade, Econolite will provide Agency with release notes for the new product that describes new and modified functionality. It is not anticipated that any core functionality will be lost, however support for obsolete field devices may not be included in future system upgrades. 11. There shall be no third party applications loaded onto any server, workstation or laptop accessing or forming part of the ATMS without the prior approval of Econolite. 12. This agreement specifically excludes damage to the ATMS caused by the following: accident, unusual physical, electrical, electromechanical stress, neglect, misuse, failure of electric power, environmental conditions, transportation, or operating with operating systems, media or other software programs or use with hardware not approved by Econolite . l l It r 11' EC ONO LITE 13. Econolite is not responsible for obsolescence of the ATMS that may result from changes in Agency computer or informational needs requirements or from changes in Agency's operational hardware or software programs. 14. Econolite warrants the ATMS will perform as defined in the published product specification provided that: (a) the ATMS is used only with the hardware approved by Econolite and in accordance with Econolite's documentation and use instructions; (b) the hardware is in good operating condition at all times and is installed in a suitable operating environment and is regularly maintained in accordance with the user documentation provided by Econolite or the manufacturer; (c) any error or defect in the ATMS is not caused by Agency, its employees, agents, contractors, or any third party. 15. Major system upgrades that include new features and functions also include new ATMS user manuals. New documentation is not generated for minor system upgrades to correct errors. 16. Any lawsuit pertaining to any matter arising under, or growing out of this Agreement shall be instituted in the State of California. 17. This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of Agency and Econolite. 18. No supplement, modification or amendment of this Agreement or waiver of the provisions thereof shall be binding unless executed in writing by Agency and Econolite. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. 19. In the event any action in law or equity, arbitration or other proceeding is brought for the enforcement of this Agreement or in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to its attorneys' fees and other costs reasonably incurred in such action or proceeding. 20. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 21. In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full effect and shall control. 22. Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. 23. Should any obligation of either party hereunder (except with respect to timely payment of invoices) be delayed by events beyond such party's control, including but not limited to, natural or man-made disasters, strikes, government actions or regulations, failure of a third party to comply or conform or inability to obtain labor or materials through its regular sources, that party's time for performance shall be extended by the period of delay upon approval by Agency. 24. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any affiliate or subsidiary, and all provisions hereof shall be personal solely between the parties hereto. 25. Any provision which by its nature shall survive the expiration, cancellation or early termination of this Agreement shall survive the expiration, cancellation or early termination of this Agreement. 11 ECONOLITE Price Bronze $12,950.00 for 1 Year --Silver $17,950.00 for I Year ~ Gold $20,050.00 for I Year *Prices do not include tax Please initial the selected coverage above. Signatures below indicate contractual agreement with the terms and conditions herein. Coverage Effective: December I, 2018 IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed as of _____ , 2019 . City of San Rafael, CA: Signature Jim Schutz Tracey Ratcliffe Print Print City Manager Project Manaoer Title Title I ' l , 11· ECONOL/TE G Y S T £ f\/l S Software Maintenance Levels Level I -Bronze Econolite will provide the following services during the term of this agreement: • Upgrades to current version of system software. • Technical support of system software via telephone, email or remote access. o Provisions for telephone, email or remote access support are defined as follows: • Times: 8:00 am to 5:00 pm (Mountain Standard Time). • Days: Monday to Friday, except for holidays recognized by ECONOLITE. • On-site support shall be at ''Time & Materials" pricing. o Agency shall be billed for all travel expenses and materials required. Level II -Silver Econolite will provide the following services during the term of this agreement: • Upgrades to current version of system software. • Technical support of system software via telephone, email or remote access. o Provisions for telephone, email or remote access support are defined as follows: • Times: 8:00 am to 5:00 pm (Mountain Standard Time). • Days: Monday to Friday, except for holidays recognized by ECONOLITE. • ( 1) One, consecutive (8) eight hour day of on-site support. o Can be used as a pre-scheduled system service/training day. • To include all travel expenses and required materials. Level III -Gold Econolite will provide the following services during the term of this agreement: • Upgrades to current version of system software. • Technical support of system software via telephone, email or remote access. o Provisions for telephone, email or remote access support are defined as follows: • Times : 8:00 am to 5:00 pm (Mountain Standard Time). • Days: Monday to Friday, except for holidays recognized by ECONOLITE . • (3) Three, consecutive (8) hour days of on-site support. o Can be used as a pre-scheduled system service/training day. • To include all travel expenses and required materials. Level II / Level III On-Site Support All or some of contracted on-site support time can be used for emergency on-site system service/repair days. • AGENCY may be billed for additional travel expenses incurred by ECONOLITE for travel above and beyond what is included in annual cost, for any emergency travel without prior two week notification . • If all days are consumed as emergency on-site visits, additional days requested shall be on a ''Time & Materials" basis. u CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Lauren Davini Contractor Name: Econolite Extension: 3361 Contractor's Contact: Matthew Hamilton Contact's Email: mhamilton@econolite.com □ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Ini t i al 1 Project Manager a. Email PINS Introductory Notice to Contractor n/a ~ b. Email contract (in Word) and attachments to City 12/17/2018 Attorney c/o Laraine .Gittens@cit~ofsanrafael.org ~ c. Check with City Attorney re Insurance Requirements for extra small or large projects 2 City Attorney a. Review, revise , and comment on draft agreement 12/28/2018 and return to Project Manager n/a IZI LMM b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ~ LMM 3 Department Director Approval of final agreement form to send to Click or tap □ f/ contractor to ente r,½ date ./, '/,,8/ tj 4 Project Manager Forward three (3) originals of final agreement to Click here to Y ~ contractor for their signature enter a date. 5 Project Manager When necessary, contractor-signed agreement ~ N/A agendized for City Council approval * *City Counc il approva l requ i red for Profess iona l Serv ic es ~ Ag reement s and pu rc hase s of goods and se rvices that excee d Or $75 ,000 ; and fo r Pub lic Wo rk s Con t ra cts that ex ceed $175 ,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 1/25/19 LD Attorney with printed copy of this routing form , 7' City Attorney Review and approve hard copy of signed \ 1( 1171 VVV! agreement 8 City Attorney Review and approve i nsurance in PINS , and bonds \ !k" IL9\ ~IP<~--(for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized /-2-6 -1~ ) ~- official l") 10 City Clerk Attest signatures, retains original agreement and N\f\ 1'8~ forwards copies to Project Manager . Lf -3-l-55A