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PW Software Maintenance Agreement 2020ECO/VOL/TE Software Maintenance Agreement This Agreement is for Centracs 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 Centracs 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 (1) 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 two options for continued software support and annual upgrades: BASIC- Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • Proactive System Health Monitoring. A third -party application is used to collect Centracs software log data that can be reviewed to identify anomalous system behavior. • Standard Technical Support. Technical support of system software via telephone, email or remote access provided by the Agency. PREMIER - Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • Enhanced System Health Monitoring. A third -party application is used to collect data from the Centracs Software, the Centracs Database, the Centracs System Servers and the Centracs System Network that can be reviewed to identify anomalous system behavior. • Backup protection of system configuration. A third -party application is used to create and maintain a secure backup of your Centracs database configuration offsite to protect your data from a catastrophic failure. • Priority Technical Support. Elevated prioritization of tickets. Technical support of system software via telephone, email or remote access provided by the Agency. • Dedicated Web Port Access. Ability to view open tickets, open new tickets, see status updates. i — 3__ i H b ECONOL/TE TECHNICAL SUPPORT Technical support and service from Econolite shall be provided by remote access provided by the Agency 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) / 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 PROVISIONS 1. Payment for services under this Agreement is due within thirty (30) days of Agency's receipt of proper invoice. 2. Annual pricing is subject to change. Econolite will provide Agency with a quote indicating annual pricing, including any discount for Agency's prompt agreement to renew, prior to the end of the renewal term. 3. Agency shall maintain internet access, or VPN (Virtual Private Network) connection for remote access to the system by Econolite. Econolite will provide support services by means of remote access. 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. 4. Agency acknowledges that it must grant access to Econolite in order for Econolite to install a third -party application to collect data that can be used by Econolite to monitor the performance of Centracs and related hardware components and to provide backup protection. Econolite shall install the application upon Agency's grant of access. 5. In the event Econolite deems Agency's hardware, operating system, or other third -party software insufficient for installation of an Upgrade Release, Agency shall be responsible for the cost and installation of any new hardware or software as may be required 6. In the event 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 Econolite identifies a fault or failure in Centracs system software covered under this Agreement, which affects the operation of the ATMS, 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 Centracs system 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. EO/VOL/TE 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. 10. An 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 which interfere with the operation or installation of the ATMS Centracs system software. In the event that a third -party software does affect the operation or installation of the ATMS Centracs system software, the Agency shall be required to uninstall the third -party software. 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. 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 shall maintain all ownership rights in any enhanced Centracs software developed and provided by Econolite to Agency under this Agreement. Econolite shall license such enhanced Centracs software for use by Agency pursuant to the terms and conditions of the base Centracs system software licensed to Agency. 15. 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. 16. The third -party application(s) used to a secure offsite backups of the core Centracs database configuration and to collect data to monitor the performance of Centracs and related hardware components is provided "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OR TRADE. ECONOLITE'S MAXIMUM LIABILITY UNDER ANY LEGAL THEORY, INCLUDING BREACH OF WARRANTY, TORT, OR OTHERWISE, RELATED TO THE INSTALLATION AND USE OF THE THIRD -PARTY APPLICATION SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BYAGENCYTO ECONOLITE UNDER THIS AGREEMENT. 17. 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. 18. Any lawsuit pertaining to any matter arising under or growing out of this Agreement shall be instituted in the State of California. 19. This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of Agency and Econolite. � ` ECONOL/TE 20. 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. 21. 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. 22. 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. 23. 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. 24. 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. 25. 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. 26. 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. PRICE ECO/VOL/TE Basic $12,950.00 for 1 Year/ 011,128.00 for 1 Year if renewed prior to Deeember 1, 2014 X Premier $17,950.00 for 1 Year /.,,$15,378.@0 for 1 Year if renewed prior to December 1, 201j 3 -Day $5,000.00 for a 3 -day on-site visit (optional) On-site *Prices do not include sales tax Please initial the selected coverage above. Signatures below indicate contractual Agreement with the terms and conditions herein. Coverage Effective: December 1, 2019 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of 01 Jay , 20 . CITY OF SAN RAFAEL, CA: Signatur \\j Jim Schutz Print City Manager Title ECONOLITE SYSTEMS, INC.: -w 21'� K� Signature Print Rn lby/ Vitt Title ECOIVOLITE Software Maintenance Levels & Benefits Basic- Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • Proactive System Health Monitoring. A third -party application is used to collect Centracs software log data that can be reviewed to identify anomalous system behavior. • Standard Technical Support. Technical support of system software via telephone, email or remote access provided by the Agency. Premier - Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • Enhanced System Health Monitoring. A third -party application is used to collect data from the Centracs Software, the Centracs Database, the Centracs System Servers and the Centracs System Network that can be reviewed to identify anomalous system behavior. • Priority Support. Technical support of system software via telephone, email or remote access provided by the Agency. • Backup protection of system configuration. Econolite will create and maintain a secure backup of your Centracs database configuration offsite to protect your data from a catastrophic failure. • Dedicated Web Port Access. Ability to view open tickets, open new tickets, see status updates. RAP <1 AF` �1 /Ty WITH P�`� 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 Extension: x3361 Contractor Name: Econolite — Matt Hamilton Contractor's Contact: (916) 413.2608 Contact's Email: mhamilton@econolite.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager N/A 1/15/2020 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 1/16/2020 and return to Project Manager N/A b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to C lick or tap ❑ contractor to enter a Forward three (3) originals of final agreement to clatc. Click here to ❑ 4 Project Manager contractor for their signature enter a date. 5 Project Manager When necessary, contractor -signed agreement ® N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ 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 1/16/2020 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 1 / � � agreement ` 8 City Attorney Review and approve insurance in PINS, and bonds /l� IZD,� /n (for Public Works Contracts) / 9 City Manager/ Mayor Agreement executed by City Council authorized City Clerk official — 10 Attest signatures, retains original agreement and forwards copies to Project Manager IL3 Z V