HomeMy WebLinkAboutCAG2021-241 - Original - Econolite Systems, Inc. - Centracs Traffic Control Software Maintenance - 06/01/2021ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received by City Attorney:
Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
* Memo to Mayor must be attached
CAG2021-241
05/18/2021
Quote Q-48-42621A
For Reference
247 SW 41st Street Renton, WA 98057
Page 1 of 1
Date: April. 26, 2021
To: Kent WA.
Attn: Melissa Janson
Re: SMA
Econolite Reference: Q-48-42621A
Melissa,
Here is your price quote. Please let me know if you need anything else.
Item # Part # Qty Description Price per Extended
1 SMA 2 12 Month SMA, Agreement $9,999.00 $19,998.00
SubTotal $19,998.00
Tariff $0.00
Shipping & Handling* $.00
Taxes** 10.1% $2,019.80
TOTAL $22,017.80
Quote Valid For: 60 DAYS
FOB: Econolite Factory
Terms: Net 30 days from date of shipment
*Shipping: Included
**Taxes: Not Included
Jeff Wolf
Jeff Wolf
Office: 425-251-4994
jwolf@econolite.com
Delivery: 4 weeks ARO, approved credit terms and submittal approval when applicable
Software Maintenance Agreement
For Mayor's Initials & Signature
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 Kent, WA (hereafter referred to as “Agency”) as follows:
P RODUCTS C OVERED
This Agreement covers systems maintenance support of the base Centracs system software licensed to Agency [150
Centracs Licenses]. 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.
P ERIOD OF C OVERAGE
This coverage is valid for two (2) years from the commencement date of this Agreement. This Agreement will not
automatically renew. If Agency elects for future support a new quote will be provided by Econolite sixty (60) days prior to the
expiration of the current term.
C OVERAGE
B ASIC – 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 by Sumo Logic, a cloud-based hardware monitoring application. This
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.
TECHNICAL SUPPORT
Technical support and service from Econolite shall be provided using remote access by the City via SecureLink or a
vendor of the Cities choosing, 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.Removed.
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, or sooner if possible.
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 Advanced Management Traffic System (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.
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.Backups are the sole responsibility of the Agency.
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, arbitration, or other dispute resolution proceeding pertaining to any matter arising under or growing out of
this Agreement shall be subject to the laws of the State of Washington and subject to the exclusive jurisdiction of the
state and federal courts located in the State of Washington.
19.This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of
Agency and Econolite.
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 (the parties may agree to alternative dispute resolution, but
otherwise resolution shall be exclusively through an action in the state of federal court in Washington), or other
alternative dispute resolution 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, per Washington State Law.
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
Basic $19,998.00 for 2 Years
On-Site $5,500.00 for 3 Days (optional)
*Prices do not include sales tax
Please initial the selected coverage above. Signatures below indicate contractual Agreement with the terms and
conditions herein.
Coverage Commences: June 1, 2021 – May 31, 2023
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of ____________, 2021.
CITY OF KENT, WA:
Signature
Print
Title
ECONOLITE SYSTEMS, INC.:
Signature
Tracey Ratcliffe
Print
Project Manager
Title
X
Dana Ralph
Mayor
May 13
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.