Loading...
PW Centracs SPM Cloud Services AgreementCENTRACSO SPM CLOUD SERVICES AGREEMENT THIS CENTRACSO SPM CLOUD SERVICES AGREEMENT (this "Agreement") is made and entered into by and between the City of San Rafael, with its principal address at 1400 Fifth Ave. San Rafael, CA 94901, (hereinafter referred to as "Agency"), and Econolite Systems, Inc., a California corporation located at 1250 North Tustin Avenue, Anaheim, California 92807 (hereinafter referred to as "Econolite"). RECITALS A. Econolite, and its affiliated companies, manufacture, develop and supply traffic control equipment and advanced traffic management systems. B. Econolite has developed proprietary software systems, including the Internet hosted Signal Performance Measures (SPM) traffic data collection and analytics product trademarked as Centracs0 SPM for use either as a module of the Centracs0 Advanced Transportation Management System or as a standalone software service. C. Agency desires remote access to Econolite's CentracsO SPM in order to obtain signal performance data and analytics from certain of Agency's traffic controllers on a subscription basis. 1. DEFINITIONS. The following terms shall have the following meanings whenever used in this Agreement. 1.1 Agency Data means high resolution data created on Agency's traffic controllers in electronic data file form. Agency Data does not include any System proprietary data sets or derivative data sets. 1.2 System means Econolite's CentracsO SPM service as described in the CentracsO SPM Traffic Data Analytics, Software and System Specifications attached as Exhibit A, and any subsequent modifications thereto posted from time to time at www.Econolite.com. 1.3 SLA means Econolite's Service Level Agreement with Agency, attached as Exhibit B. 1.4 User means any individual who uses the System on Agency's behalf or through Agency's account or passwords, whether authorized by Agency or not. 2. THE SYSTEM. 2.1 Term. 2.1.1 Subscription Term. Agency may access and use the System for the time set forth in Exhibit C (the " Subscription Term"). 2.1.2 Renewal Term. Upon expiration of the Subscription Term, Agency's access and use of the System will renew for successive periods as set forth in Exhibit C (the "Renewal Term") unless either party refuses such renewal by written notice of thirty (30) or more days before the renewal date. Renewal Term pricing is subject to change 12/2019 2.2 Scope of Use. Agency may use the System during the Subscription Term and any Renewal Term for the number of controllers set forth in Exhibit C. Econolite retains all right, title, and interest in and to the System, including, without limitation, all software used to provide the System and all of its logos and trademarks reproduced throughthe System. This Agreementdoes not grant Agency any intellectual property rights in the System or any of its components. 2.3 System Subscription Fee. Agency shall pay Econolite the annual subscription fee as set forth in Exhibit C ("Subscription Fee"). Econolite shall submit invoices to Agency for the Subscription Fee in accordance with Exhibit C. All invoices will be due and payable within thirty (30) days of Econolite's transmission of the invoice. Subscription Fees are non-refundable and non -cancelable except as expressly provided in this Agreement. 2.4 System Set Up Fee. Econolite shall submit an invoice to Agency for System Set Up fees as set forth in Exhibit C. 2.5 Service Levels. Econolite shall deliver the performance metric of service and provide the listed remedies for any failure of the System as set forth in the SLA. Agency acknowledges and agrees that the methods available for resolution of any failure of the System are limited to the specified services listed in the SLA, and that Econolite has no obligation to provide any other remedy. 2.6 Documentation. Agency may reproduce and use any provided documentation solely as necessary to support Agency's use of the System. 2.7 Software Updates. Econolite will provide software updates as needed to the System during the Subscription Term and any Renewal Term. The Subscription Fee does not automatically include the rightto receive upgrades, reissues or newproduct releases by Econolite for the System. Econolite in its own discretion will determine whether and on what terms any upgrade, reissue or newproduct release is made available to existing subscriptions. At Econolite's sole discretion, some new enhancements may be included in the software updates, and some new functionality may only be available as separately licensed modules. Any software updates or new features provided by Econolite will become part of the proprietary software System and will be subject to the provisions of this Agreement. 3. AGENCY DATA & PRIVACY. 3.1 Agency's Data Rights. Agency shall retain ownership and associated rights of all Agency Data subject to Econolite's right to use as set forth in Section 3.2. Within ninety (90) days of a written request from Agency, Econolite shall purge Agency Data from the System or make available stored Agency Data to Agency, provided that Agency supplies the necessary data storage capability and submits payment covering the reasonable costs associated with the data transfer. Unless Agency requests a data transferwithin seven (7) days of termination of any Term of this Agreement, and complies with the data transfer requirements, Econolite may purge all Agency Data from the System. 3.2 Econolite's Use of Agency Data. At all times, Econolite shall have the right to store, process, and analyze Agency Data as required by the functionality of the System. Aggregate, intermediate, derived, and distilled data resulting from the processing and analysis of Agency Data, or other non -Agency Data that is stored in the System, is the property of Econolite. In addition, Econolite, in its sole discretion, may use, reproduce, sell, publicize, or otherwise exploit 12/2019 Aggregate and Anonymized Agency Data. For purposes of this Agreement, Aggregate and Anonymized Agency Data refers to Agency Data with the name and address of Agency and any of its authorized Users removed. Econolite shall have the right to grant access to Agency Data to subcontractors and affiliates, as necessary, to facilitate the System. In furtherance of Econolite's commitment to the advancement of future System -based technologies and the betterment of the nation's traffic management planning, Econolite shall have the right access, process and use Agency Data for research or commercial purposes. Econolite may disclose Agency Data as required by applicable lawor by proper legal or governmental authority. Econolite shall give Agency prompt notice of any such legal or governmental demand and reasonably cooperate with Agency, at Agency's expense, in any effort to seek a protective order or otherwise to contest such required disclosure. 3.3 Risk of Exposure. Agency acknowledges and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that Agency assumes such risks in accessing and using the System. While Econolite will make every reasonable effort to protect Agency Data, Econolite offers no representation, warranty, or guarantee that Agency Data will not be exposed or disclosed through errors or the actions of third parties. 3.4 Risk of Storage Failure. Agency acknowledges and agrees that storage of data involves risks of System failure that could result of loss of online Agency Data. While Econolite will make every reasonable effort to retain Agency Data, Econolite offers no representation, warranty, or guarantee that Agency Data will be retained and available. 3.5 Data Accuracy. Econolite shall have no responsibility or liability for the accuracy of data uploaded to the System by Agency, including without limitation Agency Data and any other data uploaded by Users. 3.6 Functionality of System. Upon written notice, Econolite may turn off functionality of the System if Agency's account is delinquent, suspended, or terminated for thirty (30) days or more. 3.7 Excluded Data. Agency represents and warrants that Agency Data does not and will not include, and Agency has not and shall not upload ortransmit to Econolite's computers or other media, any data ("Excluded Data") in violation of any local, state, or federal laws (the "Excluded Data Laws"). AGENCY ACKNOWLEDGES AND AGREES THAT: (a) ECONOLITE HAS NO LIABILITY FORANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) ECONOLITE'S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA. 4. AGENCY'S RESPONSIBILITIES & RESTRICTIONS. 4.1 Acceptable Use. Agency shall not: (a) use the System for service bureau or time- sharing purposes or in any otherway allowthird parties to exploit the System; (b) provide System passwords or other log -in information to any third party; (c) share non-public System features or content with any third party; or (d) access or permit access to the System in order for Agency or any third -party to build a competitive product or service, to build a product using similar ideas, features, functions orgraphics of the System, or to copy any ideas, features, functions orgraphics of the System. In the event Econolite suspects any breach of the requirements of this Section 4.1, 12/2019 including without limitation by Users, Econolite may suspend Agency's access to the System without advanced notice, in addition to such other remedies at lawand in equity as Econolite may have. 4.2 Unauthorized Access. Agency shall take reasonable steps to prevent unauthorimd access to the System, including without limitation by protecting its passwords and other login information. Agency shall notify Econolite immediately of any known or suspected unauthortEd use of the System or breach of its security and shall use best efforts to immediately remedy and mitigate the effects of said breach. 4.3 Compliance with Laws. In its use of the System, Agency shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Agency Data. 4.4 Users & System Access. Agency is responsible and liable for: (a) Users' use of the System, including without limitation unauthorized User conduct and any User conduct that would violate requirements of this Agreement applicable to Agency; and (b) any use of the System through Agency's account, whether authorized or unauthorized. 4.5 Support Obligations. Agency shall provide controllers and firmware that work with the System, including end-to-end operational IP -based communications to the trafficsignal controller; a server with internet access to allowfor the upload of collected data from the System; and VPN and/or remote access to the server. Agency shall provide any information relating to timing/phase sheets, intersection geometries and connectivity, lane configurations, detector placements and assignments along with any other information needed for the evaluation. Agency agrees to devote sufficienttime to testing the Systemto evaluate its performance and suitability for Agency's purposes. 5. INTELLECTUAL PROPERTY & FEEDBACK. 5.1 Intellectual Property Rights to the System. Econolite retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, andtrademarks reproduced throughthe System. This Agreement does not grant Agency any intellectual property license or rights in or to the System or any of its components. Agency acknowledges that the System and its components are protected by copyright and other laws, and a license is required in the event Agency hosts any System software. 5.2 Feedback. Econolite has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Agency or Users provide to Econolite, and noth ing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Econolite's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Agency or the User in question. For purposes of this Agreement, "Feedback" refers to any suggestion or idea for improving or otherwise modifying any of Econolite's products or services. 6. CONFIDENTIAL INFORMATION. 6.1 Confidential Information. In the performance of this Agreement or in contemplation thereof, the parties and their respective employees and agents may have access to private or confidential information owned or controlled by the other party and such information may contain 12/2019 proprietary details and disclosures. All information and data identified in writing as proprietary or confidential by either party ("Confidential Information") and so acquired by the other party or its employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing party's exclusive property. The recipient shall use all reasonable efforts (which in any event shall not be less than the efforts the recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all Confidential Information confidential, and shall not copy, publish or disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose it to others without the disclosing party's written approval; nor shall the recipient make use of the Confidential Information, except for the purposes of executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data to the first party at its request. Agency's duty to maintain confidentiality as described hereunder shall be subject to the laws of the State of California. 6.2 Excluded Information. The foregoing conditions will not apply to information or data which is, or which becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder, is information previously known to the recipient, is information independently developed by or for the recipient or is information generally released by the owning party without restriction. 6.3 Rightto Injunctive Relief. Because of the unique nature of the Confidential Information, the parties agree that each party may suffer irreparable harm in the event that the other party fails to comply with any of its obligations under this Article, and that monetary damages may be inadequate to compensate either party for such breach. Accordingly, the parties agree that either party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Section. 6.4 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Econolite will retain all right, title, and interest in and to all Confidential Information. 7. REPRESENTATIONS & WARRANTIES. 7.1 From Econolite. Econolite represents and warrants that it is the owner of the System and of each component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Econolite's representations and warranties in the preceding sentence do not apply to the extent of Agency's use of the System in combination with hardware or software not provided by Econolite. In the event of a breach of the non -infringement warranty in this Section 7.1, Econolite, at its own expense, will promptly take the following actions: (a) secure for Agency the right to continue using the System; (b) replace or modify the System to make it non -infringing; or(c) terminate the infringing features of the Service and refund to Agency any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Agency's right to terminate for breach where applicable, the preceding sentence sets forth Econolite's sole obligation and liability, and Agency's sole remedy, for breach of the warranty in this Section 7.1 and for potential or actual intellectual property infringement by the System. 7.2 From Agency. Agency represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement. 12/2019 7.3 Warranty Disclaimers. Except to the extent set forth in the SLA and in Section 7.1 above, AGENCY ACCEPTS THE SYSTEM "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) ECONOLITE DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR OR WILL MEET AGENCY'S EXPECTATIONS; AND (b) ECONOLITE DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT AGENCY DATA WILL REMAIN PRIVATE OR SECURE. AGENCY ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SYSTEM OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE AGENCY'S PURPOSE. 8. INDEMNIFICATION. During the Subscription Term and any Renewal Term, Econolite shall indemnify, defend and hold harmless Agency and its officers, agents, and employees, or any of them from any and all suits, liability, reasonable attomeys' fees and costs of litigation damages paid to or for the benefit of an unaffiliated third party arising from any third -party claim for death or bodily injury or damage, or loss or destruction of any real or tangible personal property to the extent caused by any negligent or intentional act, error or omission of Econolite, its officers, directors, shareholders, parents, subsidiaries, agents, successors, employees, and assigns oranyofthem relating to or arising out of the performance of this Agreement. Econolite shall have no obligation to indemnify, defend and hold harmless Agency and its officers, agents, and employees, or any of them from any claims, suits, liability, attorneys' fees and costs of litigation damages to the extent arising from (a) Agency's negligent or intentional act, error or omission; (b) Agency's unauthorized disclosure or exposure of personally identifiable information or other private information, including Agency Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Agency's account, including without limitation by Agency Data. 9. LIMITATION OF LIABILITY. 9.1 Except for negligence and/or intentional acts, Econolite's liability to Agency on any claim for loss or damage arising out of, connected with, or resulting from this Agreement, or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of the System shall be limited to the Subscription Fees paid underthis Agreement. In no event shall Econolite's liability for damages under any theory of law exceed an amount equal to the insurance policy limits as required in this Agreement. Econolite's liability extends only to the System during the Subscription Term and any Renewal Term. 9.2 No Special or Consequential Damages. In no event, whether as a result of breach of contractor via rranty, shall Econolite at anytime be liable to Agencyfor special, incidental, indirect or consequential damages, including but not limited to, loss of profits or revenue, interruption of business, loss of equipment, loss of or corrupted data or content, cost of capital, downtime costs, or claims of third -parties for such damages arising from Agency's access to, or use of the System or any data generated by the System. 12/2019 9.3 Timely Claims or Back Charges. Econolite will not be liable for any claims or back charges on behalf of the Agency arising out of this Agreement unless they are made in a reasonable time and supported in writing within thirty (30) daysfrom the date on which the Agency becomes aware of same, giving full details, including costs incurred, if any. Claims not presented within such time limit shall be deemed to have been waived by the Agency. Econolite will be given reasonable opportunity and access to investigate the merits of such claims or back charges and its liability limited as above. 10. TERM INATION. 10.1 Notice. Either party may terminate this Agreement during the Subscription Term or Renewal Term upon thirty (30) days written notice to the other party of a breach of any material obligation under this Agreement, provided that the alleged breach is not cured during the thirty (30) day notice period. 10.2 Effects of Termination. Upon termination (including by expiration) of this Agreement, Econolite may immediately deactivate Agency's account, Agency shall have no rights to continue use of the System, and Agency shall delete, destroy, or return all copies of the software and related documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Agency to pay fees incurred before termination; (b) Sections 5 (IP & Feedback), 6 (Confidential Information), 7.3 (Warranty Disclaimers), 8 (Indemnification), and 9 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose. 11. INSURANCE. Econolite shall maintain for the duration of this contract the following types of insurance: Automobile liability insurance (minimum $1.0 Million) Commercial general liability insurance (minimum $1.0 Million) Worker's compensation insurance (per state requirement) Product Liability Insurance (minimum $1.0 Million) 12. MISCELLANEOUS. 12.1 Compliance with All Laws. At its sole expense, Econolite shall comply with all of the requirements of County, State and Federal laws now in force pertaining to this Agreement and shall faithfully observe in all activities relating to or growing out of this Agreement all ordinances, statutes, rules or regulations now in force. 12.2 Independent Contractors. This Agreement calls for the performance of services of Econolite as an independent contractor. Econolite is not an agent or employee of Agencyfor any purpose and is not entitled to any of the benefits provided by Agency to its employees. This Agreement shall not be construed as forming a partnership or any other association with Econolite other than that of an independent contractor. 12.3 Notices. The notices relative to this Agreement shall be given in writing and may be provided by email duly acknowledged, personally served, or sent by registered mail. The parties 12/2019 shall be addressed as follows, or at any other address designated by notice: Econolite: Econolite Systems, Inc. 1250 N. Tustin Ave., Anaheim, CA 92807 Attention: Alice Cook Title: Registered In -House Counsel Phone: 714-630-3700 x5609 E-mail: ACook econolite.com Agency: City of San Rafael 1400 Fifth Ave. San Rafael, CA 94901 Attention: Rafat Raie Title: Deputy Director of the Department Phone: 415-485-3473 of Public Works Email: rafat.raie@cityofsanrafael.org 12.4 Force Majeure. Parties shall not be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties, including but not restricted to, natural disaster, war, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area -wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause. Parties shall make all reasonable efforts to remove or eliminate such a cause of delay or default and upon cessation of the cause, shall diligently pursue performance of its obligation under the Agreement. 12.5 Advertising. Agency grants Econolite permission to include Agency in its list of Centracs® SPM customers in any advertising or publicity materials without the specific prior written approval of Agency. 12.6 Execution. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for the authorship of this Agreement. 12.7 Assianment. This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of Agency and Econolite. 12.8 Merger and Modification. 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 shal I any waiver constitute a continuing waiver. 12.9 Attorneys' Fees. 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. 12.10 Invalidity. Any provisions of this Agreement prohibited by the lawof any state shall be ineffective as to said state to the extent of such prohibition without invalidating the remaining provisions of this Agreement. 12/2019 12.11 Severability. In the event any of the provisions of this Agreement is held void or unenforceable for any reason, the remaining provisions shall remain in full effect and shall control. 12.12. Headings. Section headings are included solely for convenience and are not to be considered a part of this Agreement nor are they intended to be full and accurate descriptions of the contents thereof 12.13 Absence of Third Party Beneficiary Rim. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or create anythird-party beneficiary rights or any other rights of any kind in any affiliate orsubsidiary, and all provisions hereof shall be personal solely between the parties hereto. 12.14 Forum and Choice of Law. Any lawsuit pertaining to any matter arising under or growing out of this Agreement shall be instituted in the State of California. The laws of the State of California shall govern this Agreement. 12.15 Conflicts. All parts of this Agreement are intended to be complementary and what is set forth in any one document is as binding as if set forth in each document. In the event of any conflict between this Agreement and any other document, the terms of this Agreement will govern. 12.16 Technology Export. Agency shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Econolite or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Agency shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria). 12.17 Counterparts. 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 12.18 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussionswith respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. 12/2019 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of 2. Zo i� ECONOLITE SYSTEMS, INC. CITY OF SAN RAFAEL Approving Authority Printed Name - Title Approving Authority C- I Jim Schutz, City Manager Printed Name - Title Attachments: Exhibit A - Technical Specifications Exhibit B - Service Level Agreement Exhibit C - Fee, Term, Scope ATTEST: LIND AY LARA, City Clerk APPROVED AS TO FORM: Lk Q x�w E15�- ROBERT F. EPSTEIN,". da. - Ci y AttUrney 12/2019 EXHIBIT A TECHNICAL SPECIFICATIONS 12/2019 EC;C7►o►®I—ITE 12/2019 Centracsr gQN/I Specification I Of 8 Contents 1. Introduction4 1.1. SYSTEM SOFTWARE OVERVIEW . ...................................................................................... 4 1.2. SYSTEM SUPPORT AND USER MANAGEMENT......................................................................... 4 2 System Graphical User Interface 4 2 1. GENERAL DISPLAY FEATURES .................... ..................... .......... ....................................... .... 4 2 2. MAP DISPLAY....................................................................................................................... 4 2.3. SPM DATE -RANGE COMPARES............................................................................................ 5 3. System Functions 5 31. DATA STORAGE AND ANALYTICS........................................................................................... 5 3 2. FIELD COMMUNICATIONS....................................................................................... ........ 5 3.3. DEVICE SUPPORT................................................................................................................. 5 31. DETECTOR DIAGNOSTIC ANALYSIS........................................................................................6 4. Supported SPMs 6 4.1. SIGNAL PERFORMANCE MEASURES (SPM)............................................................................ 6 4.2. ARRIVALS ON GREEN............................................................................................................ 6 4.3. PEDESTRIAN EVENTS........................................................................................................... 6 4.4. POWER FAILURES................................................................................................................. 6 4.5. PREEMPTION EVENTS........................................................................................................... 7 4.6. PURDUE COORDINATION DIAGRAM (PCD) REPORT................................................................ 7 4.7. RORs/GOR.........................................................................................................................7 4.8. SPLIT FAILURES................................................................................................................... 7 4.9. SPLIT MONITOR REPORT..................................................................................................... 7 4.10. TRANSITIONS.................................................................................................................... 7 411. VEHICLE DELAYS.................................................................................................................. 8 412. VOLUME/CAPACITY RATIO REPORT....................................................................................... 8 413 VOLUMES............................................................................................................8 HCOMPLIT's 2 of 8 12/2019 FFFFFE Glossary AI —Artificial Intelligence ATMS — Advanced Transportation Management System CFD —Cumulative Frequency Diagram FTP — File Transfer Protocol GIS — Geographic Information System GOR — Green Occupancy Ratio (Percent occupancy for a phase utilization detector during green)) MOE — Measure of Effectiveness PCD — Purdue Coordination Diagram ROR5 — Red Occupancy Ratio (Percent occupancy for a phase utilization detector during the first 5 seconds of a red phase) SPM — Signal Performance Measure VOS — Volume/Occupancy/Speed VPN — Virtual Private Network ECCPIV93 ITE 3 of 8 12/2019 FFF"N 1.1 System Software Overview 1.1 1. The system shall be a subscription -based web -hosted traffic data collection and traffic data analytics product. 1.1.2. The system shall collect and analyze "High -Resolution" data which shall be gathered from traffic controllers. 1.1.3. High-resolution data shall be collected and time -stamped, and include an event code When applicable, event codes shall be accompanied by a parameter used to identify the source or nature of the event. 1.1.4. The system shall provide all services and software necessary for retrieving high-resolution controller data. The "On Premise" data collection service shall push the data to the cloud host for storage and processing. 1.1.5. The system shall collect controller level high-resolution data via FTP or other protocols from the controllers, or through SQL data queries to a Centracs database licensed to store the high-resolution data. 1.1.6. Data communication of high-resolution data to the cloud host shall be performed via a "push" to the cloud host from the On Premise data service. The On Premise data service shall not require an inbound port for these communications 12 System Support and User Management 1.21. The system shall support authentication of individual users via individual user names and passwords. 1.2.2. The system shall not limit the number of user accounts that can be created to allow and grant access. 1.2.3. The system shall employ https to ensure user login names and passwords are encrypted prior to transmitting them over the intemet 2. System Graphical User Interlace 2.1. General Display Features 2.1.1 The user web interface shall consist of a front page dashboard providing an overview of general traffic system health. 2.1.2. The system shall be capable of showing locations for degraded signal performance as a'Heat Map'. 2.1.3. Dashboard views shall include an indication of overall system health or performance 2.1.4. The dashboard shall provide a list of signals with possible performance concerns. ECO)VOLIT& 4 of 8 12/2019 2.2 Map Display 2.2.1. The system shall incorporate a map view 2.2.2. The map shall provide heat -map views that highlight problem areas. 2.2.3. The map shall allow a user to zoom and pan to identify specific intersections in more detail 2.2.4. The user shall be able to click on an intersection to drill down to access a variety of SPM charts relating to the intersection 2.3. SPM Date -Range Compares 2.3.1. The system shall be able to compare specific SPM metrics between two date ranges �. Svstem Fl.mctiol41- 3.1 Data Storage and AnalytiLs 3.1.1. The system shall store high-resolution and system configuration data 3.2 Field Communications 3.2.1. The system shall be capable of communicating to the field devices using FTP for uploading high-resolution data logs 3.2.2. The system shall use a '-store and forward' approach in which high-resolution data will periodically be uploaded from the traffic controllers using a field network communications infrastructure before uploading the data to the host servers for processing 3.2.3. In the event that high-resolution data is stored on an Econolite Centracs server, the On Premise service shall be capable of retrieving the high-resolution data from the Centracs database and uploading to the SPM host without communicating with the field equipment 3.3 Device Support 3.3.1. The system shall be capable of uploading high-resolution data from the following traffic signal controllers: Vendor/Controller/Version Upload 3b Party Translator Required Protocol Econolite ASC/3 NEMA - Version 2.50+ and I Centracs/FTP No OS 1.14.03+ Econolite Cobalt — An Version Centracs/FTP No HCOMOLITH 5 of 8 12/2019 3.1 Detector Diagnostic Analysis 3.1.1. The system shall be capable of providing a separate list of intersections with degraded detector performance. 3.1.2. The system shall apply statistical data science in analyzing detector performance in order to identify detectors that may not be fully operational. Supported SPMs 4.1 Signal Performance Measures (SPM) 4.1.1. Signal Performance Measure charts, dashboards and/or tables shall provide a user selectable date selections. 4.1.2. The system shall provide the means to compare various performance metrics over user definable date ranges providing tabular comparison results with indications of improvement or degradation of the performance scores 4.2 Arrivals on Green 4.2.1. The system shall track and report metrics relating to the volumes of traffic arriving at an intersection during the green interval. 4.2.2. The system shall provide an Arrival on Green chart, which graphs the volume (vehicles per hour), volume of vehicles arriving at the intersection on green and the percent of vehicles arriving on green for each cycle during a 1-day/24-hour period. 4.2.3. The system shall provide the Arrivals on Green chart for each phase of a signal that meets detection requirements. 4.3 Pedestrian Events 4.3.1. The system shall track and report metrics relating to pedestrian activity at each intersection. 4.3.2. The system shall provide a Pedestrian Delays chart, which graphs cycles during the day that experiences a pedestrian actuation on a phase The chart will indicate the time during the day when the event took place and the amount of delay introduced by the pedestrian actuation 4.3.3 The system shall provide the Pedestrian Delays chart for individual approaches of a signal or as a combined report for all approaches of a signal 4.4 Power Failures 4.4.1. The system shall track and report metrics relating to power failures. 4.4.2. The system shall highlight individual intersections and corridors that have experienced power failures over a user specified date. ECOMOLITE 12/2019 6of8 4 5 Preemption Events 4.5.1. The system shall track and report metrics relating to preemption. 4.5.2. The system shall provide a table, which indicates each preemption event, the start time, and duration and cause of transition for a selected intersection. 4.5.3. The system shall provide preemption information on a corridor level and signal level indicating the total amount of time spent in preemption, average preemption duration, total number of preemption requests and total number of preemptions serviced 4 6 Purdue Coordination Diagram (PCD) Report 4.6.1. The system shall provide a PCD, which graphs the volume (vehicles per hour), start of green, start of yellow, and start of red along with predicted vehicle arrivals based on detector actuations during each cycle throughout a day - 4.6.2. The system shall provide the PCD chart for each coordinated phase of a signal that meets detection requirements. 4.7 ROR5/GOR 4.7.1. The system shall provide an RORs/GOR chart, which can be used to identify split failures when the ROR and GOR are both above 85% during the phase of a cycle. This scatter diagram shall cover all cycles for a phase during 1-day/24-hour period. 4.7.2. The system shall provide the RORs/GOR chart for each phase of a signal that meets detection requirements. 4.8 Split Failures 4.8.1. The system shall track and report metrics relating to split failures. 4.8.2. The system shall provide a Split Failures Report for each phase, which plots by percentages the ROR and GOR phase terminations for each cycle during a day. 4.8.3. The system shall provide the Split Failures Report for each phase of a signal that meets detection requirements. 4 9 Split Monitor Report 4.9-1. The system shall provide a Split Monitor chart, which, for each phase, plots by phase duration the phase termination reason for each cycle during the day. Reasons include Gap Out, Max Out, Force Off, Pedestrian call, and Unknown. 4 9 2. The system shall provide the Split Monitor chart for each phase of a signal that meets detection requirements 410 Transitions 4.10.1. The system shall provide a table, which indicates each transition event, the start time, duration and cause of transition for a selected signal. 410.2. The system shall provide transition information on a corridor level and signal level indicating the total amount of time spent in transition, average transition durations for Add, Subtract, Dwell, and combined transition types. rECC71VOLITE 7 of s 12/2019 4.10.3. The system shall provide a signal level view of transitions allowing a user to investigate individual transition events. 4.10.4. For transitions due to pattern change, the report will also indicate the new pattern causing the transition. 4.10.5. For transitions due to Pedestrian events, the report will also indicate the phase for which the pedestrian transition was generated 4.11. Vehicle Delays 4.11.1. The system shall provide a vehicle delay chart, which, for each phase graphs the combined amount of time, in seconds for all detected vehicles over all cycles throughout the day. 4.11.2. This report shall include the average delay per vehicle and the total amount of day for the entire day. 4.11.3. The system shall provide the Vehicle Delay report for each phase of a signal that meets detection requirements 412 Volume/Capacity Ratio Report 412.1. The system shall provide a Volume/Capacity Ratio chart, which graphs the volume (vehicles per hour) against the theoretical capacity of the approach Values are plotted for each cycle during a 1-day/24-hour period. 412.2. The system shall provide the Volume/Capacity Ratio chart for each phase of a signal that meets detection requirements. 413 Volumes 4.13.1. The system shall report metrics relating to vehicle delays at the system, corridor and intersection levels. C'ECOMOLI TE a of s 12/2019 EXHIBIT B Centracs® SPM: Service Level Agreement (SLA) for City of San Rafael by Econolite Control Products, Inc. Effective Date: 1-24-2017 Approval (Bysigningbelow, all Approvers agree to all terms and con ditions outlined in this Agreemen t.) Approvers Role Signed Approval Date Econolite Econolite City of San Rafael CityofSan Rafael (— Zp 12/2019 Agreement Overview This Service Level Agreement ("SLA") is part of the Centracs® SPM Cloud Services Agreement ("Agreement") between Econolite Control Products, Inc. ("Econolite") and The City of Saiz Rafael ("Agency') for the provisioning of IT services required to support and sustain Centracs® SPM. Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement. This SLA applies to the Centracs® SPM Services listed herein ("Services") but does not apply to separately branded services made available with or connected to the Services or to any on -premises software that is part of any Service. If Econolite does not achieve and maintain the service level for the Services as described in this SLA, then Agency may be eligible for a credit towards a portion of Agency's subscription fee or an extension in Agency's Term or Renewal Tenn. Econolite will not modify the rights and obligations of this SLA during the Term of Agency's subscription; however, the rights and obligations of any Renewal Tenn are subject to change. This SLA outlines the parameters of all IT services covered as they are mutually understood by Econolite and Agency. 1. Definitions "Downtime" is defined as the period of time during which the Service is unavailable for use. Downtime does not include Scheduled Downtime. Downtime does not include unavailability of a Service due to limitations described in Section 4. 1, Services Availability. "Incident" means (i) any single event, or (ii) any set of events, that result in Downtune. "Scheduled Downtime" means periods of Downtune related to network, hardware, or Service maintenance or upgrades. Econolite will publish notice or notify Agency at least five (5) business days prior to the commencement of such Downtime. "Services" means the services listed in Section 3. 1, Service Scope. "Service Level" means the performance metric of service availability as set forth in this SLA that Econolite agrees to meet in the delivery of the Services. "Service Resource"means an individual resource available for use within a Service. 2. Goals & Objectives The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the Agency by Econolite. The goal of this SLA is to obtain mutual agreement for the Centracs® SPM related IT service provision between Econolite and Agency. 12/2019 The objectives of this SLA are to: • Provide clear reference to service ownership, accountability, roles and/or responsibilities. • Present a clear, concise and measurable description of service provision to the Agency. • Match perceptions of expected service provision with actual service support and delivery. 3. Service LevelAgreement The following detailed service parameters outline the responsibilities of Econolite and the Agency in relation to the ongoing support of this Agreement. 3.1. Service Scope The following Services are covered by this SLA: • The Centracs® SPM Traffic Data Analytics tool as supplied by Econolite including standard server side functionality plus any optional modules defined in Exhibit A. • Data storage up to 250GB included in the base service cost (quotes can be provided for additional storage upon request) • Disaster recovery • System administration of Centracs® SPM 3.2. Agency Requirements Agency responsibilities and/or requirements in support of this SLA include: • Field devices, including but not lunited to Traffic Controllers, and detection devices. • Field network, including but not limited to switches, modems, firewalls, wiring, and radios. • Hardware platform on which the Econolite-supplied on -premises data collection software will be installed. • Communication between the Econolite-supplied on -premises data collection software service and the Centracs database or the field network • Workstations and/or laptops including all hardware and non -vendor provided software required to access the Centracs® SPM service such as compatible internet browsers. • Internet connection for Centracs® SPM service, including but not limited to available bandwidth, reliability, and support. 12/2019 3.3. Econolite Requirements Econolite responsibilities and/or requirements in support of this SLA include: • Meeting Centracs® SPM server side component up -time requirements. • Appropriate notification to Agency for all scheduled software upgrades. • Notification of Agency of any material changes to Services. 3.4. Limitations This SLA and any applicable Services defined herein do not apply to any performance or availability issues: 1. Due to factors outside Econolite's reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to Econolite's data centers, including at Agency's site or between Agency's site and Econolite's data center); 2. That result from the use of services, hardware, or software not provided by Econolite, including, but not limited to, issues resulting from inadequate bandwidth or related to third -party software or services; 3. Caused by Agency's use of a Service after Econolite has advised Agency to modify use of the Service, if Agency did not modify the use of Service as advised; 4. During or with respect to preview, pre-release, beta or trial versions of a Service, feature or software (as determined by Econolite and opted into by the Agency); 5. That result from Agency's unauthorized action or lack of action when required, or from Agency's employees, agents, contractors, or vendors, or anyone gaining access to Econolite's network by means of Agency passwords or equipment, or otherwise resulting from failure of Agency or agents of Agency in following appropriate security practices; 6. That result from Agency's failure to adhere to any required configurations, use supported platforms, failure to follow any policies for acceptable use, or any use of Centracs® SPM in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with Econolite's published guidance; 7. That result from faulty input, instructions, or arguments (for example, requests to send commands to devices that are not available); 8. That result from Agency's attempts to perform operations that exceed prescribed quotas. 12/2019 4. Service Management The following sections provide relevant details on service availability, monitoring of in -scope services and related components. 4.1. Service Availability Coverage parameters specific to the service(s) covered in this Agreement are as follows: • Up -time of 99.9% of Centracs® SPM server side components, is defined as follows: (Maximum Available Minutes - Downtime) /Maximum Available Minutes * 100 • Periods of scheduled downtime of Centracs® SPM server side components, such as for upgrades, will be communicated to the Agency. • Database backups for the Centracs® SPM server side components shall be available up to the end of the previous day. • Database backup for data held in Agency's field equipment such as signal controllers is not covered by the SLA • Availability and reliability of field devices such as traffic controllers and the availability and reliability of the communications infrastructure that such field devices relies on are outside the scope of this SLA • Disaster recovery measures shall include replication of the customer's environment and database backups with a Recovery Time Objective of 72 hours. • Disaster recovery shall entail good faith efforts to restore the in -scope services to the full functionality as of the most recent available database backup prior to the disaster event. • Database Backup and Disaster Recovery for Agency's hardware such as Centracs® SPM Workstations, laptops or traffic controllers are not covered by the terms of this SLA. 4.2. Service Credits Service Credits are the sole and exclusive remedy for any performance or availability issues for any Service under the Agreement and this SLA. 4.3. Requests for Service Credits In order for Econolite to consider a request for Service Credit, Agency must submit the request to Econolite including all information necessary for Econolite to validate the request, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of Agency's attempts to resolve the Incident at the time of occurrence. Econolite must receive the request by the end of the calendar month following the month in wluch the Incident occurred. For example, if the Incident occurred on February 15, Econolite must receive the request and all required information by March 31. 4/27/2017 Econolite will evaluate all information reasonably available and make a good faith determination of whether a Service Credit is appropriate. Econolite will use commercially reasonable efforts to process requests for Service Credit during the subsequent month and within forty five (45) days of receipt. Agency must be in compliance with the Agreement in order to be eligible for a Service Credit. If Econolite determines that a Service Credit is payable to Agency, Econolite will issue a refund to Agency in an amount equal to the Service Credit. 4.4.Technical Support Technical support and service from Econolite shall be provided by telephone, email or other remote methods and does not include on-site support. Technical support hours of operation: 8:00am to 5:00pm (Mountain Time) / Monday — Friday except for holidays recognized by Econolite. Support requests received outside 11WMal 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 4/27/2017 EXHIBIT C FEE, TERM, SCOPE 1. Initial Subscription Fee: $53,217 is the Initial Subscription Fee under this Agreement for three (3) years of subscription. 2. Renewal Subscription Fee: $19,710 is the Renewal Subscription Fee under this Agreement for one (1) year of subscription. 3. System Set Up Fee: The System Set Up Fee shall be $45,956. 4. Invoice Cycle: The Initial Subscription Fee for the Term shall be invoiced upon Subscription Term commencement. Subsequent Renewal Terms shall be invoiced on an annual basis. 5. Subscription Term: The Initial Subscription Term of this Agreement is for a period of three (3) years, commencing on January 6th, 2020 and terminating on January 5th, 2023. 6. Renewal Term: This Agreement shall renewfor successive periods of one (1) year, at the Renewal Subscription Fee, unless either party refuses such renewal by written notice of thirty (30) or more days before the expiration of the Subscription Term or Renewal Term. 7. Scope: For purposes of the Initial Subscription Term and any subsequent Renewal Terms, this Agreement authorizes the use of the System with up to fifty-four (54) traffic signal controllers. The project scope shall include the following activities. 7.1 Project Management Project Management is a critical part of the deployment of any technology project. To emphasize its importance, we propose a dedicated project management task for this project. The Econolite Team shall perform proactive project management throughout the course of the project and provide periodic invoices, and progress reports to summarize the project status. Doing so will ensure that the City's goals and expectations of each project element is clearly understood and met by all stakeholders, and any potential scope refinements are managed as needed through the course of the project. 7.1.1 Project Schedule Econolite Systems' Project Manager will provide an updated and detailed version of the schedule within one week after the Notice to Proceed (NTP). 7.1.2 Bi -Weekly Progress Meetings The Econolite Systems Team will establish bi-weekly project meetings via teleconference to keep the City informed of project progress and upcoming activities. These meetings are structured as "status only" and are intended to last not more than thirty minutes. This timeframe ensures regular stakeholder attendance and insists that more in-depth discussion be taken offline. The agenda for these meetings will form two purposes: to guide the discussion and function as a Status Report. These meetings will be limited to the following discussion points: • Estimates of progress • Work performed during the prior period • Work anticipated for the current/following period • Any deviations from the project plan along with their current issues, status, and how they are to be remedied For each bi-weekly progress meeting, Econolite will provide the meeting agenda and notes. The notes will include a "rolling" Action Item list that identifies and summarizes the Action Item (what needs to be done), Responsible Parties (who needs to do it), Resolution Dates (when will it get done), and End Result (howwas it accomplished). Deliverables: • Meeting agenda and notes • Schedule updates 7.2 Furnish ATSPM System The Econolite Team will supply, integrate, and configure Centracs SPM software services for all 54 intersections. Econolite will provide all required and supporting documentation including licenses, applications, and cloud services. Deliverables: • Centracs SPM software licenses 7.3 Installation, Integration, and Deployment Econolite will set up the City's cloud -based Centracs SPM site and configure and integrate all 54 intersections to provide high-resolution data to Centracs SPM. The following steps will be required for the successful deployment and operation of the system. • Review existing intersection and detector layouts • Site setup & configuration • Develop intersection maps and database • Traffic network configuration, including grouping and defining corridors and operational parameters in consultation with the City's PM • Completion of all requirements with "Partially Met" compliance Econolite will work closely with City staff to define a methodology for deploying the City's Centracs SPM in a cooperative manner. We propose to connect to and begin receiving high resolution data with an initial 26 controllers currently running under the City's Centracs ATMS. This will allow the City staff to begin operating the system — and familiarizing themselves with all of the system's operational tools and features —while the City closes controller infrastructure gaps at the remaining 28 intersections. Deliverables: • City of San Rafael's Centracs SPM website • Go Live with all available intersections running under the City's Centracs 7.4 System Testing and Acceptance The Econolite Team will provide a Draft Base System Acceptance Test Plan (ATP) to the City for approval at least 15 working days before Base System Acceptance Test is to begin. The City shall reviewthe Draft Base System ATP and provide reviewcomments within 7 days. Upon approval of the City, the Acceptance testing shall begin. Acceptance testing includes a step-by-step walkthrough of every procedure documented in the ATP. The ATP will be based on Econolite's existing Standard Centracs SPM Test Procedures, modified to incorporate the City's requirements contained in the RFP. Each test in the ATP will state the requirement and expected outcome. As Econolite conducts the System ATP, each outcome will be recorded as complied, partially complied, or failed. Each test in the ATP will be conducted via one (or more) of the following methods: demonstration, analysis, and/or inspection. This phase of testing ensures that the Standard Centracs SPM Test Procedures and the specific additional functional and performance requirements of the City are observed and proven to successfully function. Econolite will conduct, document, and record all test results. The City's Project Manager (or their designee) will witness all tests and sign off on each procedure as it is completed. At the conclusion of the System Acceptance Test, Econolite will prepare a test report summarizing the results of the test and documenting any areas of the test that need to be corrected. As necessary, Econolite will resolve any issues that were identified during the Acceptance testing, demonstrate the proper operation to City personnel, and document the corrections. As required in the RFP, the final acceptance will be completed 20 working days from installation of the system. Deliverables: • System ATP Description and Procedures • Completed System ATP 7.5 Training and Training Documentation The Econolite Team will provide all training necessary for the City to successfully operate and manage the Centracs SPM system. Our proposed system training identifies the lesson plan for each course detailing the literature, standard operating procedures, manuals, and test materials that will be used. The Econolite Team will submit the Training Plan to the City for reviewand approval 30 days prior to the scheduled start of any training. The Econolite Team will provide initial and final training sessions, utilizing in-person training sessions at the City's facilities. Initial training can be done upon deployment of the first group of signals (26) currently running under Centracs ATMS. The second training session will be conducted 6 to 12 months later and at the City's discretion. Should additional training be required, web -hosted seminars can also be provided. The training sessions will be divided into Operations, Maintenance, and Administration sections. Operations and Maintenance training will address each of the following topics: • System Overview • System Set -Up, Configuration, & Calibration • Basic Operations including dashboard, heat map, detector concerns, hot spots and Compare • Advanced Operations including signal timing optimization • Charts, Reports, and Alarms • System Maintenance • Troubleshooting Assumptions: • Trainings will be conducted at a City facility with real-time access to the installed system. • Each of the two trainings will be conducted over one 8 -hour day during the normal business hours of the City. Deliverables: • Training Documentation & Manuals (electronic & hard copy) • Up to 8 hours of initial training • Up to 8 hours of advanced training • Hard copies (up to 10) and an electronic copy of all training materials • System Documentation package (electronic copy) 7.6 ATSPM System Documentation The Econolite Team will provide the City with a complete systems documentation package that includes user/operator manuals. The documentation package will address all hardware and software provided for this project. The Econolite Team will submit all documentation for reviewand approval by the City. Deliverables: • System Documentation 7.7 Warranty and Technical Support 7.7.1 Warranty The Econolite Team will provide a standard Centracs SPM warranty during the Initial Subscription Term and any subsequent Renewal Subscription Terms. The warranty covers all defects and bugs in the central system software and entitles the agency to free software updates, as well as regularly scheduled system health checks and unlimited technical support. Third party hardware and software warranties will be transferred to the City. 7.7.2 Technical Support Econolite provides unlimited remote technical support via phone and Internet and, of course, our local support team is close by to answer any questions, solve virtually any problem, and provide assistance to help the City get the most productivity out of its new Centracs SPM system. Regular support is available during normal business hours, 8am to 5pm Mountain Time. For emergencies, Econolite also has a toll-free 247 maintenance hotline that can log trouble tickets and generate appropriate responses after hours. For issues requiring a deeper level of technical support, the Econolite Team has a dedicated staff of maintenance and support professionals to supplement the local team. Our Centracs system support engineers provide a managed process that responds quickly to any customer questions and/or problems as they arise. Realizing that SPM is a cloud -based system, all software fixes and upgrades will be done remotely and immediately without interruptions to the system. 7.7.3 Maintenance Support Econolite Systems will provide the City with our Premier Software Maintenance Agreement (SMA) during the Initial Subscription Term and any subsequent Renewal Subscription Terms. During this period, Econolite will provide the following support services: • Technical Support — Assist City staff with routine questions about the use, configuration, management, and troubleshooting of Centracs. • Software Upgrades — Econolite will provide all released upgrades to the City. Software upgrades include those to address errors, defects, security flaws, etc. and those that provide enhancements, newfeatures, newfunctions, etc. Centracs SPM will retain all system configuration, user configuration, and preferences when applying software upgrades. If requested by the City, Econolite will provide technical support to install software upgrades. Assumptions: The City does not perform any acts that void the Warranty. For any Centracs SPM -relevant changes requiring access to the local Centracs server, the City will allow VPN access for the Econolite support team to remote into Centracs. 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: DPW Project Manager: Lauren Davini Extension: 3361 Contractor Name: Econolite Contractor's Contact: Chris Flores Contact's Email: cflores@econolite.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT Project Manager a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 n/a ❑X 12/11/2019 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑x 2 City Attorney a. Review, revise, and comment on draft agreement 12/13/2019 ❑X LG and return to Project Manager 12/13/2019 ❑x LG b. Confirm insurance requirements, create Job on Department Director PINS, send PINS insurance notice to contractor 12/13/2019 ❑x _BG_ 3 Approval of final agreement form to send to Project Manager contractor Forward three (3) originals of final agreement to ❑x 4 12/13/2019 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑X N/A agendized for City Council approval * *City Council approval required for Professional Services ❑X Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $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 12/23/19 LGD City Attorney Attorney with printed copy of this routing form 7 Review and approve hard copy of signed ' /7 _ agreement Review and approve insurance in PINS , and bonds / 8 City Attorney (for Public Works Contracts) I /% 2D i 9 City Manager/ Mayor Agreement executed by City Council authorized CJ official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager 'L('