Loading...
HomeMy WebLinkAboutResolution - 2015-R0129 - Software Maintenance Agreement Between City Of Lubbock And Aegis ITS - 04/23/2015Resolution No. 2015-RO129 April 23, 2015 Item No. 5.7 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a software maintenance agreement between the City of Lubbock and with Aegis ITS for the Centracs traffic control software. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 23rd day of April 2015. ATTEST: Reb ca Gana, City Secre APPROVED AS TO CONTENT: . Wood Fr - lin, P.E., Direct-o-r—of Public Works APPROVED ASP F� Centracs.2015.docx Resolution No. 2015-R0129 g M Emnolite Group Company ITS Software Maintenance Agreement This agreement is for the Centracs software maintenance to be provided by Aegis ITS (hereafter referred to as "Aegis") to the City of Lubbock, TX (hereafter referred to as "Agency") as follows: Products Covered This agreement covers systems maintenance support of the Advanced Traffic Management System (ATMS) provided by Aegis through RFP 12-10382-RH consisting of the base Centracs system software licensed to the Agency. 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 (Centracs ATMS only). Period of Coverage This coverage is valid for one calendar year (1 -year) from the commencement date of this agreement. Thereafter the annual fee for systems maintenance agreement may be renegotiated by the parties not less than 60 days prior to the expiration of the period of coverage. Coverage Aegis provides three options for continued software support and annual upgrades: • Bronze — Provides for one annual upgrade for the supported software. Upgrades will be performed via a remote connection provided by the Agency. Unlimited technical support and services are provided via remote support. • Silver — Provides one annual upgrade for the supported software. Upgrades will be performed during a one -day (1 -day) on-site visit by an Econolite engineer. Technical support and services are provided via remote methods. Gold — Provides one annual upgrade for the supported software. Upgrades will be performed during a three-day (3 -day) on-site visit by an Econolite engineer. Informal refresher training is provided during the on-site visit along with the upgrade as needed. Technical support and services are provided via remote methods. Technical Support Technical support and service from Aegis shall be provided by remote methods unless on-site support is requested by Agency or Aegis deems on-site necessary and such on-site support has been agreed upon by the Agency. In the event on-site support is provided, Aegis 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 Aegis: New Year's Day President's Day Good Friday cea I S M Econolite Group Company v ITS Memorial Day Independence Day Labor Day Thanksgiving Day (2 days) Christmas Eve Christmas Day New Year's Eve Support requests received outside normal hours of operation are generally responded to within 24 hours. Technical Support Contact Information: Local Account Manager (Paradigm) or, Phone: 714.630.3700 or 800.225.6480 or, Online at www.econolite.com MaonEolileGroupCompany Ce gis ITS Provisions 1. Payment is due at the commencement of the annual maintenance period. To be paid to Aegis within 30 days of Agency's receipt of proper invoice. 2. Aegis may invoice Agency for any time, travel and lodging costs required for support or upgrades that require an on-site visit. An estimate of Aegis's travel expenses will be submitted, reviewed, and approved by Agency before travel is booked. One on-site, annual visit is included for the silver and gold support agreements; additional visits may be invoiced accordingly. Aegis may invoice up to but not exceed $225.00 per hour. Invoice to be paid to Aegis according to standard payment terms. 3. In the event remote access is granted (required for Bronze agreement), the Agency shall maintain a dedicated telephone line, or VPN (Virtual Private Network) connection for remote access to the system by Aegis. Aegis will notify the Agency before accessing the Agency's network for any upgrade or maintenance. Aegis will provide support services by means judged appropriate by Aegis. Such means may include, without limitation, remote access to Agency ATMS 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 24 hours. 4. In the event that hardware, operating system, or other 31 party software, in use by the Agency, is reasonably deemed by Aegis not to be sufficient for installation of an Upgrade Release, then Aegis will promptly notify the Agency. The Agency shall be responsible for the cost of any new hardware or software as may be required. 5. In the event that Aegis identifies a fault or failure in software or hardware not covered under this agreement, which affects the operation of the ATMS, Aegis will promptly notify the Agency of the fault(s), known conflicts, and resulting impacts. Aegis will identify a recommended course of action. The Agency will coordinate with Aegis on the required course of action to correct the fault or failure. The Agency agrees to take prompt action to correct such faults and failures. Upon correction of said faults or failures, Aegis shall ensure that the ATMS is restored and operational within five (5) working days. 6. In the event that Aegis identifies a fault or failure in Aegis developed software or manufactured hardware covered under this agreement (Centracs ATMS only), which affects the operation of the ATMS, Aegis 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 Aegis, Aegis will ensure that the system is restored within five (5) days of the third party replacing or repairing the items which they supplied. 7. This agreement may be voided at the option of Aegis if Agency modifies any part of the ATMS software where source code has been provided. Aegis will determine, in its discretion, if these modifications impede the ability to provide continued support and system upgrades. • ceg' S M Econolile Group Company ITS 8. 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. Aegis 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. 9. Future upgrades may not support all the functionality of the previous version of the ATMS. Prior to the upgrade, Aegis 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. 10. There shall be no third party applications loaded onto any server, workstation or laptop accessing or forming part of the ATMS without the prior approval of Aegis. 11. 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 Aegis. 12. Aegis 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. 13. Aegis 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 Aegis and in accordance with Aegis'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 Aegis or the manufacturer; (c) any error or defect in the ATMS is not caused by Agency, its employees, agents, contractors, or any third party. 14. Major system upgrades that include new features and functions also include new ATMS user manuals. New documentation is not generated fot minor system upgrades to correct errors. 15. NON -ARBITRATION: The Agency reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the Agency shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 16. NON -APPROPRIATION: All funds for payment by the Agency under this contract are subject to the availability of an annual • aegis ITS M Eoonolife Group Company appropriation for this purpose by the Agency. In the event of non - appropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, the Agency will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by Aegis on thirty (30) days prior written notice. 17. INSURANCE: Aegis shall procure and carry, at its sole cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to the Agency, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Aegis shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor or sub -consultant of Aegis to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A -VII or better. Except for Professional Liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Combined Single Limit: Professional Liability: Combined Single Limit: Automobile Liability: Combined Single Limit for any auto: $1.000,000 $1,000,000 $500,000 Per Occurrence Aegis shall further cause any approved subcontractor to procure and carry, during the term of this Agreement, Professional Liability coverage, as specified above for Aegis, protecting 0*49!h 9 is M EconoMe Group Company ITS Agency against direct losses caused by the professional negligence of the approved subcontractor. The City of Lubbock, TX, shall be listed as a primary additional insured with respect to the Automobile Liability and Commercial General Liability and shall be granted a waiver of subrogation under those policies. Aegis shall provide a Certificate of Insurance to the Agency as evidence of coverage. The Certificate shall provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the Certificate. Aegis shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Aegis shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Aegis maintains said coverage. Aegis may maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock, TX. If at any time during the life of the Agreement or any extension hereof, Aegis fails to maintain the required insurance in full force and effect, Aegis shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Aegis shall indemnify and hold City of Lubbock, TX, and City's elected officials, officers, agents, employees and independent contractors harmless, to the fullest extent permitted by law, from and against any and all claims, demands, damages, costs, liabilities and expenses, and including reasonable attorney's fees, as a result of, related to or arising from Aegis's use or occupation of Agency owned lands, and/or to the extent of Aegis's negligent activities, performance, operations or omissions under this Agreement. The indemnity provided herein shall survive the expiration or termination of this Agreement. Coverage Bronze $35,885.05 for first year (Built into original contract price) Effective Period Commences for one calendar year (1 year) from the date of Project Acceptance. Before the first year of maintenance expires, the Agency and Aegis will contract, if mutually agreed upon, for annual maintenance of $12,000 with a 5% increase annually for a five year term. • aegis ITS M Econolite Group Company Signatures below indicate contractual agreement with the terms and conditions herein. CITY OF LUBBOCK, TX: Glen C. Ro son, Mayor ATTEST: Reb ca Garza, City Secretary APPROVED AS TO CONTENT: L. Woo nklin, P.E., Director of Public Works Aegis ITS: Signature Nicholas G. Ullman Print Senior Associate Title