The URL can be used to link to this page

Home My WebLink AboutCAG2021-241 - Extension - Econolite Systems, Inc. - Centracs Traffic Control Software Maintenance - 06/01/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 06/23/2023 07/07/2023 QAuthorized to Sign: Date of Council Approval: Q �✓ Mayor or Designee N/A Budclet Account Numbe • Grant? Yes No�✓ 52001740.64160.1800 Budget?❑✓ Yes Type: N/A Vendor Name: Category: i Econolite Systems, Inc. Contract Vendor Number: Sub-Category: 2437153 Extension 0 Project Name: Software Maintenance cProject Details: New 2yr Software Maintenance Agreement (SMA) for Centracs Traffic Control Software, term dates 06/01/2023-05/31/2025. c Agreement Amount: $26,089.30 Basis for Selection of Contractor: Direct Negotiation *Memo to Mayor must be attached .1111 Start Date: 06/01/2023 Termination Date: 05/31/2025 a Local Business? Yes ✓�No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes❑No CAG2021-241 Comments: <<<signature on attached SMA (p. 6/8)>>> c Dana Ralph, Mayor 3 0 Date: <<<date on attached SMA (p. 6/8)>>> a a Date Received:City Attorney: 6/23/23 Date Routed:Mayor's Office City Clerk's Office adccW22373_,_ Visit Documents.KentWA.gov to obtain copies of all agreements �' �� rev.20221201 ECO/VOLITE 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: PRODUCTS COVERED This Agreement covers systems maintenance support of the base Centracs system software licensed to Agency [150 Centracs Licenses].This Agreement does not cover third parry 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 two (2) years from the commencement date of this agreement. Thereafter the annual fee for systems maintenance agreement may be renegotiated by the parties not less than sixty(60)days prior to the expiration of the period of coverage. 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. • Technical support of system software via telephone, email,Tech Support Site, or remote access provided by the Agency. • Dedicated Web Port Access. Ability to view open tickets, open new tickets, see status updates. PREMIER - Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • 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. • Cloud backup of Core database • Technical support of system software via telephone, email,Tech Support Site, or remote access provided by the Agency. • Dedicated Web Port Access. Ability to view open tickets, open new tickets, see status updates. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph: (714)630-3700 0 Fax:(714)630-6349 econolite.com 0 feedback.econolite.com ECO/VOL/TE 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. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph: (714)630-3700 0 Fax:(714)630-6349 econolite.com 0 feedback.econolite.com ECO/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. 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 pertainingto 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. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph: (714)630-3700 0 Fax:(714)630-6349 econolite.com 0 feedback.econolite.com ECOMOL/TE 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. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph: (714)630-3700 0 Fax:(714)630-6349 econolite.com 0 feedback.econolite.com ECO/VOL/TE PRICE Basic $23,696.00 for 2 Years/$21,326.00 for 2 Years if renewed prior to June 1, 2023 *Prices do not include sales tax Signatures below indicate contractual Agreement with the terms and conditions herein. Coverage Effective: June 1, 2023 - May 31, 2025 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of Tune 28 , 2023. CITY OF KENT, WA: Signature Dana Rall2h Print Mayor Title ECONOLITE SYSTEMS, INC.: 1 Signature Tracey Ratcliffe Print Project Manager Title 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph: (714)630-3700 0 Fax:(714)630-6349 econolite.com 0 feedback.econolite.com ECONOL/TE 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. • Technical support of system software via telephone, email, Tech Support Site, or remote access provided by the Agency. • Dedicated Web Port Access. Ability to view open tickets, open new tickets, see status updates. PREMIER - Provides for: • One annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. • 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. • Cloud backup of Core database • Technical support of system software via telephone, email, Tech Support Site, or remote access provided by the Agency. • Dedicated Web Port Access. Ability to view open tickets, open new tickets, see status updates. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph: (714)630-3700 0 Fax:(714)630-6349 econolite.com 0 feedback.econolite.com MOVING TRAFFIC FORWARD CERTIFICATION OF SIGNING AUTHORITY ECONOLITE SYSTEMS,INC. I am the corporate Secretary for Econolite Systems, Inc. As Secretary, I certify that on March 15, 2023, the Board of Directors granted Tracey Ratcliffe, Project Manager, authority to execute Centracs Software Maintenance Agreements on behalf of Econolite Systems, Inc. As such, Ms. Raticliffe has full authority to enter into the Software Maintenance Agreement between Econolite Systems, Inc. and the City of Kent, WA for coverage effective June 1, 2023 through May 31, 2025. Sincerely, At &4 Alice Cook Secretary and General Counsel Econolite Systems, Inc. June 15, 2023 1250 N.Tustin Avenue 0 Anaheim,Califomia 92807 0 Ph:(714)630-3700 0 Fax:(714)630-6349 econolite.com 0 feedback.econolite.com