HomeMy WebLinkAbout2019-07-16 - Street Saver - General Agreements / General Service AgreementsAttachment A
StreetSaver'
Metropolitan Transportation
Commission
375 Beale Street, Suite 800
San Francisco, CA 94105-2066
ATTN: Mr. Sui Tan
7-10-2019
Order Acknowledgment
Email: stan@bayareametro.gov
Phone: 510-400-8428
Purchase Order # TOM.W•
Bill To:
Ship To:
Tom Wachholder
Project Development Manager
City of East Wenatchee, WA
City of East Wenatchee — Public Works Department
271 9th Street NE
East Wenatchee, WA 98802
E-mail: tachholder@east-wenatchee.com I
E-mail:
Phone No.: 509.884.1829
Phone No.
QTY
DESCRIPTION
UNIT PRICE
AMOUNT
1
Technical Support Service — Pavement Management Implementation & Setup
(City of East Wenatchee, WA)
$7,240.00
The terms and conditions of this Order Acknowledgement are incorporated into and form a part of the
StreetSaver Technical Support Services Agreement for the City of East Wenatchee. WA (Subscriber). MTC will
provide services to Subscriber as listed below.
Item 1: Data Conversion & Setup - $3,240 (one time)
The scope of work for data conversion includes:
1) Extract approximately 731 sections of street network from Subscriber provided GIS shapefiles to set up a new
SQL Server database for StreetSaver that includes:
a) Pavement section data (This conversion will convert street segment basic information such street
name, begin/end locations, length, width, functional class, surface type)
b) Any special data handling as specified in the StreetSaver Data Requirement Checklist
2) Provide a test server of the converted database for Subscriber's verification and acceptance
This scope of work does not include:
Set up of decision trees
Set up of treatment unit costs
Conversion of data not specified on the StreetSaver Data Requirement Checklist
Upon notification that the test server is ready, Subscriber will be provided with login credentials and have two (2)
weeks to review and accept their converted database. After that, any modification to the database will require a
subsequent technical service plan unless otherwise specified in this Order Acknowledgement.
of any software not covered by a valid StreetSaver license agreement; (4) on -site training; or (5) out-of-pocket and
reasonable expenses, including hardware and related supplies.
H. LIMITATION OF LIABILITY
TO THE EXTENT ALLOWED BY LAW, MTC MAKES NO WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION
REGARDING ACCURACY OR AVAILABILITY. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT
WILL MTC BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
No MTC agent or employee is authorized to make any modification or addition to this limitation of liability.
I. GENERAL
This Agreement constitutes the entire agreement of the Parties with respect to matters set forth in this Agreement
and supersedes any prior or contemporaneous understanding or agreement, oral or written, with respect to such
matters. The headings in this Agreement are included principally for convenience and shall not by themselves affect
the construction or interpretation of any provision in this Agreement, nor affect any of the rights or obligations of
you or MTC. If any provision of this Agreement is deemed invalid or unenforceable, that provision will be reformed
and construed consistently with applicable law as nearly as possible to reflect the original intentions of this
Agreement; and in any event, the remaining provisions of this Agreement will remain in full force and effect.
This Agreement is governed by the laws of the State of California, without reference to any choice -of -law principles.
Any action, proceeding, or complaint filed or instituted by any you or MTC to enforce any provision of this
Agreement must be brought exclusively in the state courts in the County of Alameda, California or in the United
States District Court for Northern District of California; and you and MTC each consent to personal jurisdiction in
California.
Should you have any questions concerning this Agreement, you may contact MTC by writing to:
Metropolitan Transportation Commission
375 Beale Street, Suite 800
San Francisco, CA 94105
Attn: StreetSaver® Program Manager
E-mail: pavementntc ca goy
The undersigned Subscriber agrees to the terms and conditions of this Agreement. A signed hard copy
of the Agreement, mailed to MTC at the address set forth above, shall constitute a binding contract
between MTC and the Subscriber.
Print Firm or Agency Name:
City of East Wenatchee, Washington
Print Name and Title of Authorizing Official:
Date:
-3-
r
Clk!V
-StreetSaver"
StreetSaver° Technical Support Services Agreement
This Agreement is between the Metropolitan Transportation Commission ("MTC") and the agency or entity
contracting to receive StreetSaver® technical support services (the "Services"), as specified in the signature block
below ("the Subscriber").
A. ELIGIBILITY
To be eligible to enter into this Agreement, Subscriber must have a valid license to the StreetSaver® Software, as
set forth on MTC's website (http://www.streetsaver.com/).
B. TECHNICAL SUPPORT SERVICES
In consideration of Subscriber's payment of the fees described in Article D below and its compliance with the other
terms and conditions of this Agreement, MTC agrees to provide to Subscriber the Services described below. Such
Services shall be provided by a third party under contract with MTC ("MTC Contractor"). Subscriber shall check
and initial the Services below:
(1) ❑ Initialed: Subscriber:
(a) Standard Support.
i. Software Support. During normal business hours (8:00 am. to 5:00 p.m. Pacific Time, holidays
excepted) MTC Contractor shall provide Subscriber by telephone, fax number and e-mail with
technical assistance regarding the Licensed Software, its functionality, database, operations,
utilities and supporting documentation, subject to the limitation on liability set forth in Article
G. Standard support does not include assistance with Microsoft® SQL Server database,
Subscriber's GIS base map integration and third party GIS applications, database conversion,
and services set forth in Article 13(2).
ii. Software Updates. MTC makes available to all StreetSaver® Software licensees each minor
and major functional release of the StreetSaver® Software intended to replace a prior Software
release that MTC makes generally available without additional charge. Maintenance releases
are provided as needed in response to licensee inquiries.
iii. Bug Fixes. MTC shall exercise commercially reasonable efforts to correct any reproducible
malfunction of the Software reported to MTC Contractor by a StreetSaver® Software licensee
that prevents the Software from performing in accordance with the operating specifications
described in the then current documentation.
iv. Traininiz. MTC shall provide Subscribers with one training per year regarding the Licensed
Software at the MTC (or other) facility at no extra charge.
(2) El Initialed: Subscriber:
(a) Custom Support.
MTC shall provide Subscribers with Services tailored to Subscriber's needs. Scope of work may
include database conversion and audit, asset management implementation, data collection,
performing investment analysis, on -site software training and presentation, developing
performance curves, custom programming, and other Services as specified by Subscriber.
-1-
C. CONDITIONS OF SERVICE
MTC reserves the right to change the Services at any time, effective as of the commencement of any renewal period.
D. TERM AND TERMINATION
(1) Term.
i. Standard Support. The Standard Support shall be provided for a term of one (1) year on the date payment
for the Services and a signed hard copy of this Agreement is received by MTC and shall be extended
automatically for one (1) year period, provided timely payment is received by MTC, unless terminated by
either party as provided herein.
ii. Custom Support. The Custom Support will expire upon completion of the scope of work.
(2) Termination.
i. Standard Support. Subscriber may terminate the Services at any time by giving MTC thirty (30) days prior
notice, provided however, that if Subscriber terminates the Services in the middle of an annual Term,
Subscriber is not entitled to a refund for the period in which the Services are not used. Either party may
terminate the Services if the other party breaches any material term or condition of the Services terms and
conditions and the breach is not remedied within thirty (30) days after receiving written notice of the breach.
ii. Custom Support. Subscriber may terminate the Services for convenience or default. Upon receipt of notice
of termination, MTC shall stop work immediately. MTC will be reimbursed for costs incurred for
incomplete deliverables up to the time of termination, not to exceed the amount payable for such
deliverables.
E. FEES AND PAYMENT
(1) Fees.
i. Standard Support. The standard fee for the first year of the Services for any licensed StreetSaver® Software
is specified on the Web site (http://www.streetsaver.com/). For additional Software licensed after
Subscriber's initial order for which Services are purchased, the term of the Services for such additional
Software will be modified and the fee pro -rated to coincide with the original period of Service, so that the
terms shall coincide.
ii. Custom Support. The fees will be based on the scope of work agreed to by Subscriber as described in
Attachment A, Order Acknowledgment, attached hereto and incorporated herein by this reference.
(2) Payment.
i. Standard Support. MTC shall submit the first invoice upon receipt of a signed copy of this Services
Agreement from Subscriber. MTC shall invoice Subscriber at least thirty (30) days in advance of the
expiration of the Term to allow Subscriber to renew the Agreement. Fees are payable in advance and due
within net 30 days from receipt of MTC's correct invoice or for ongoing Services, prior to expiration of the
Term.
ii. Custom Support. MTC shall submit invoices for services rendered on a monthly basis, and final invoice
upon completion of work.
F. EXCLUSIONS
MTC shall have no obligation to support:
(1) Software modified without MTC's written consent;
(2) Use of the Software other than in accordance with the documentation;
(3) Software installed on any computer hardware or in combination with other software, except as specified in the
documentation.
G. SERVICES NOT INCLUDED
Unless included in Custom Support specified in Attachment A, the Services do not include any of the following:
(1) custom programming services; (2) on -site support, including installation of hardware or software; (3) support
-2-
Attachment A
Item 2: StreetSaver Annual Subscription - $1,500/year
The annual StreetSaver license subscription fee is based on approximately 731 sections.
7-10-2019
Item 3: GIS Mapping Integration ($2,500) (one time)
Provide GIS mapping integration to StreetSaver using Subscriber provided GIS Centerline shapefiles. Subscriber
will fill out a StreetSaver GIS Toolbox Custom Shapefile Worksheet. The scope of work includes:
1) Integrate agency's Centerline shapefile (base map) to StreetSaver.
2) Provide integration of up to four (4) additional layers of shapefiles besides the base map at time of order. The
number of additional layers of shapefiles must be identified at the time of the order. Any additional layers
requested after such time will be subject to an additional charge. See Notes below.
3) Upon notification of the map is ready, user has two (2) weeks to review and accept. After that, any
modification to the GIS mapping will require a technical service plan.
Notes:
1. Exact matching (i.e. fully linked) of the StreetSaver data to the agency's shapefile cannot be guaranteed.
2. This is a one-time GIS mapping integration charge and does not cover subsequent additional or update of
GIS layers. Additional layers can be integrated at $250/layer.
3. GIS integration is based on using agency's GIS map plus 4 additional layers. Any Inventories greater than
5,000 sections must request a quote.
4. Agency's Centerline shapefile needs to include a Unique ID field with a data type of Integer. If it does not,
one will be created for you. These ID values must be maintained by the Agency for subsequent updates of
new streets unless the Centerline shapefile has StreetlD and SectionlD information included. MTC will
provide link to download shapefile from StreetSaver for update if needed.
SUBTOTAL
$7,240.00
(Applicable for California Agencies only— use your County's Sale Tax) SALES TAX (8.00%)
0.00
SHIPPING & HANDLING
0.00
TOTAL
$ 7,240.00
Please email the completed Order Form along with a check made payable to Metropolitan Transportation Commission, or include
a Purchase Order Number (applicable for public agencies) with your order. For credit card payments, an invoice will be sent with a
link to PayPal for payment. If yAu have any que,ns please call 510-400-8428.
APPROVAL: Date: i 11 LP I Zo��
(Authorized i nature)