HomeMy WebLinkAboutAGR-7950 - ECONOLITE SYSTEMS - SOFTWARE MAINTENANCEDocusign Envelope ID:46C83763-F43E-8DDB-83F4-534AC0BB0504
ECONOLITE Initial
AGR-7950 FL(7
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 Orange,California(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 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 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
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.
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
1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)630-3700 0 Fax:(714)630-6349
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Docusign Envelope ID:46C83763-F43E-8DDB-83F4-534AC0BB0504
ECONOLITE
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.
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. Econolite will make a good faith effort to assist in trouble shooting any installation or
operation problems before requiring uninstallation of any 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.
1250 N Tustin Avenue 0 Anaheim,California 92807 0 Ph (714)630-3700 0 Fax.(714)630-6349
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Docusign Envelope ID:46C83763-F43E-8DDB-83F4-534AC0BB0504
ECONOLITE
SYSTEMS
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 BY AGENCY
TO ECONOLITE UNDER THIS AGREEMENT. The City acknowledges and agrees that this provision applies notwithstanding
paragraph 8, Prohibited Contract Terms,subparts i)and ii) in the City's Standard Terms and Conditions.
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.
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, upon determination by a court or arbiter, the prevailing party
may be awarded its attorneys'fees and 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.
1250 N Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)630-3700 0 Fax: (714)630-6349
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Docusign Envelope ID:46C83763-F43E-8DDB-83F4-534AC0BB0504
ECONOLITE
SYSTEMS
SERVICE& PRICE OPTIONS: PLEASE CHECK MARK YOUR SELECTION
Please
initial your 1 Year SMA
selection
MV Basic 12,322
Premier 17,587
General Terms&Conditions
1. All prices quoted are exclusive of freight and sales tax.
2. Price quotation is valid for 90-days.Alternatives may be requested.
3. 2-Year prepaid SMA is required for long-expired agreements.
4. Prices are subject to change
5. Payment shall be in accordance with the mutually agreed upon contract.
Signatures below indicate contractual Agreement with the terms and conditions herein.
Coverage Effective June 1,2026
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of April 28, 2026.
CITY OF ORANGE, CA: ATTEST:
Signed by:Signed by:
ir ftSYeZt$4d4f-u PamInggerrnt,'City Clerk
Jarad L. Hildenbrand
APPROVED AS TO FORM:
Print Signed by:
City Manager
Title onl' '100Pit
Senior Assistant City Attorney
ECONOLITE SYSTEMS, INC.:
r—DDocuSignedby:
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Slgna'ture ```"'
Tracey Ratcliffe
Print
Project Manager
Title
1250 N.Tustin Avenue 0 Anaheim, California 92807 0 Ph: (714)630-3700 0 Fax: (714)630-6349
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