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HomeMy WebLinkAboutAgreement - Software Renewal for WaterTrax Software Subcription Renewal - Aquatic Informatics Inc.1316 COUNTY -CITY BUILDING 227 W.JEFFERSON BOULEVARD SOUTH BEND. 1NDIANA 46601-1830 CITY OF ! BEND PETE BUTTIGIEG, MAYI BOARD OF PUBLIC WORKS November 26, 2019 Mr. James Griffiths Aquatic Informatics Inc. I I I I W. Georgia St. Vancouver, BC Canada, V6E 4M3 RE: Software Renewal Agreement Dear Mr. Griffiths:. PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on November 26, 2019, approved the above referenced agreement for WaterTrax software subscription renewal in the amount of $12,288/year for three (3) years. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely,, Linda M. Martin, Clerk Enclosure GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU DocuSign Envelope ID: 6B6C5015-5447-4954-AF4B-70129A28775D Al and Customer have executed this Renewal as of the Effective Date. AQUATIC INFORMATICS [CUSTOMER] Per: Docuftnedby. Per: 1 w� Name: lames Griffiths Name: Title: Chief Financial officer Title: I/We have authority to authority to bind the corporation. Aquatic Informatics Services Renewal Agreement DocuSign Envelope ID: 6B6C5015-5447-4954-AF4B-70129A28775D Schedule A Subscription Term and payment terms 1 Subscription Term 1.1 This Renewal commences on November 9" 2019. 1.2 The renewed Subscription Term is for one (1) year, and thereafter renews automatically for two successive one (1) year periods unless either party gives the other party 30 days written notice of its intent not to renew this Agreement prior to the expiration of the then current term. 1.3 The support and maintenance of service offerings are detailed in Schedule B and the service levels are detailed in Schedule C 2 Payment Terms 2.1 The Annual Subscription Fee is payable on November 9t" 2019. 2.2 Subscriber shall pay the Annual Subscription Fee each year thereafter. Al may amend its fees for any renewal term on 30 days notice to Subscriber given prior to the expiration of the current term. Any applicable taxes are not included in this fee. 3 Annual Subscription Fee 3.1 The Subscriber agrees to pay the annual fees for the use of the Service Offerings modules listed in the table below. 3.2 Subscriber acknowledges that additional modules, additional systems/facilities being managed, or additional users to those listed below may require adjustments in pricing. Subscriber certifies that the information is accurate and agrees to notify Al of any material change in the information. Products Water Data Management - Nov 9, 2019 — Nov 8, 2020 $4,480.00 Nov 9, 2020 — Nov 8, 2021 $4,480.00 Nov 9, 2021— Nov 8, 2022 $4,480.00 Wastewater Data Management $4,480.00 $4,480.00 $4,480.00 Complaint Management $512.00 $512.00 $512.00 Sampling Planner DW $896.00 $896.00 $896.00 Sampling Planner WW $896.0 $896.0 $896.0 Additional Wastewater System (Landfill) $1,024.00 $1,024.00 $1,024.00 Total Annual Subscription Fee $12,288.00 $12,288.00 $12,288.00 Aquatic Informatics Services Renewal Agreement -DocuSign Envelope ID: 6B6C5015-5447-4954-AF4B-70129A28775D Schedule B Support and Maintenance of Service Offerings Support and maintenance is provided with all Service Offerings. Al will maintain the Service Offerings at the latest release making new enhancements and improvements available as part of Al's development methodology. In addition to regular maintenance of the Service Offerings, Al will support Subscriber by answering queries from technically -trained users designated by Subscriber and resolve such queries in a manner set out below 1.0 DEFINITIONS (a) "Case priority 1" means the Service Offering has a system outage or the software does not work peruser documentation, business operations have been severely disrupted and no work around is immediately available; (b) "Case priority 2" means the Service Offering does not work per user documentation, business operations can continue in a restricted fashion (although long-term productivity might be adversely affected) and no work around is immediately available; (c) "Case priority 3" means the Service Offering does not work per user documentation, impaired operations of some components, but allows the user to continue using the software, a work around exists but it is not obvious or is difficult and as a result there is significant impact productivity or efficiency; (d) "Case priority 4" means the Service Offering does not work per user documentation, business operations are not significantly impacted; (e) "Case priority 5" means the Service Offering does not work per user documentation and does not affect business operations or software does not work as expected and is not in user documentation or is an enhancement request; (f) "Documentation" means the instruction manual or help on the Service Offering; (g) "Operating Hours" are 7:30 am — 5:00 pm (Mon — Fri) Pacific Time excluding Province of British Columbia and Canadian statutory holidays via the Vancouver, Canada office, and 9:00 am - 5:00 pm (Mon — Fri) Australian Eastern Standard Time excluding Tasmanian and Australian statutory holidays via Hobart, Australia office; (h) "Resolution" means one or more of the following outcomes: a) a mutually acceptable work around, b) a configuration/data change or c) a Service Offering Change; (i) "Service Offering Change" means changes to Service Offering functionality; 2.0 SUPPORTAND MAINTENANCE SERVICES 2.1 Description of Services. During any Subscription Term and subject to the provisions of this Agreement, Al will use commercially reasonable efforts to provide the following Support and Maintenance Services: (a) Live telephone support with a support representative during Operating Hours; (b) Email support during Operating Hours; (c) Live Web conferencing with a support representative during Operating Hours where required to understand the support case; (d) Case tracking through our online case tracking system; and (e) Access to an online Support Portal 24 hours a day, 7 days a week. Aquatic Informatics Services Renewal Agreement DocuSign Envelope ID: 6B6C5015-5447-4954-AF4B-70129A28775D 2.2 2.3 3.0 3.1 Support Service Level Agreement 1 1 business day or sooner 2 business days 2 1business day, 3 business days 3 1 business day 10 business days 4 1 business day At Al's discretion 5 At Al's discretion At Al's discretion (a) Initial Response and Target Time to Resolution time periods start once a case is logged in Al's Support Portal, (b) Resolution times may exceed the Target Time to Resolution time targets depending on the complexity involved in determining the root cause of the case and the complexity of finding a resolution for it. Should this situation arise for priority 1 or 2 cases, the Customer will be provided a credit towards their next Annual Subscription Fee calculated as follows: a. Credit = Annual Subscription Fee X ((Number of business days in excess of Target Time in a given Subscription Term) / (Total Number of business days in the same Subscription Term)) (c) The credit for any Subscription Term cannot exceed the Annual Subscription Fee. (d) Subscription Term Credits can only be used as a rebate toward the purchase of a subsequent Subscription Term and otherwise has no cash value. (e) Subscription Term Credits are Subscriber's sole remedy if resolution times exceed the Target Time to Resolution. Resolution of Service ffering_Ano01 y. A Service Offering anomaly will be considered to be resolved when: (a) the Service Offering is working in substantial accordance with the Documentation when operated on the supported hardware, operating system and peripheral as designated by Al; or (b) Al has advised the Customer of one of the following: (i) how to correct or bypass the Service Offering anomaly; (ii) that the anomaly falls within an exception to this Agreement. EXCEPTIONS Sport and Maintenance Exclusions. Maintenance and Support Services are not provided for and do not apply to: (a) third party software and middleware or services; (b) when the Customer is in breach of this Agreement or any other agreement between the Company and the Customer; (c) Service Offerings that are improperly implemented; (d) Hardware, peripherals (including printers) or software other than the Service Offering; (e) Anomalies in the Service Offering that are not reproducible; or (f) Anomalies, damage or problems in the Service Offering or its operation caused by: i. an incompatible or non-functioning configuration, operating system or hardware system; ii. accident, abuse or misapplication for which Al is not responsible; iii. malfunction or non-performance of products supplied by third parties; iv. use contrary to its intended purpose or contrary to the Documentation; or V. any other matters beyond Al's control. Aquatic Informatics Services Renewal Agreement When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this Affidavit. CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT, CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY VERIFICATION, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS (Must be completed for all quotes and bids. Please type or print) l C�°� 4,4(fi .....� ) SS� The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that: 1. Contractor has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. Contractor further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale; and 2. Contractor certifies by submission of this proposal that neither contractor nor any of its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investment activities in Iran. a. For purposes of this Certification, "Iran" means the government of Iran and any agency or instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from time -to -time. b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is engaged in investment activities in Iran if either: i. Contractor, its successor or its affiliate, provides goods or services of twenty million dollars ($20,000,(1t' O) or more in value in the energy sector of Iran; or ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty million dollars ($20,000,000) or more in credit to anollier person for forty-five (45) days or more, if that person will (i) use the credit to provides goods and services in Non -Collusion Non -Debarment Aliidavil Non Iran Fonn 2016 the energy sector in Iran; and (ii) at the time the financial institution extends credit, is a person identified on list published by the Indiana Department of Administration. 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Program as defined by I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify Program is included and attached as part of this bid/quote; and 5. Contractor shall require his/her/its subcontractors performing work under this public contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the subcontractor subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is participating in the E-Verify Program. The Contractor agrees to maintain this certification throughout the term of the contract with the City of South Bend, and understands that the City may terminate the contract for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. 6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, gender expression, gender identity, sexual orientation or disability that does not affect that person's ability to perform the work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not limited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (1) year from the date of such determination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. 7. The undersigned contractor agrees that the following nondiscrimination commitment shall be made a part of any contract which it may henceforth enter into with the City of South Bend, Indiana or any of its agencies, boards or commissions. Non -Collusion Non -Debarment Affidavit Non Iran Form 2016 Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the performance of this contract with privileges of employment, or any matter directly or indirectly related to employment, because of race, religion, color, sex, gender expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of this provision may be regarded as material breach of contract. 1, the undersigned bidder or agent as contractor on a public works project, understand my statutory obligations to the use of steel products or foundry products made in the United States (I.C. 5-16-8-1). 1 hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products made in the United States on this project if awarded. I understand I have an affirmative duty to notify the City in my bid that my proposal does not include the use of steel products or foundry products made in the United States. I understand it is my sole obligation and responsibility to provide a justification to the City, subject to review and approval, why the cost of United States made steel or foundry products is unreasonable. Prior to award and upon submission of bid which does not use steel products or foundry products made in the United States, the City, through its director of public works, shall make a determination if the price of United States made steel or foundry is unreasonable. 1 understand that violations hereunder may result in forfeiture of contractual payments. I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for public works are true and correct. Dated this .,,--day of ' ck , 20 Subscribed and sworn to I I6rc me this ................... My Commission Expires , County of Residence Non -Collusion Non-Ikharmenl Affidavit Non Iran Form 2016 Cf-mtrr soridder (Firm) `ina urc of iltra r/lidder or Its Agent X... ,...... Printed Name and Title day or M . t r Notary Publicm�mmmmmmmm -- JOHN T.'DMIM BAlUI8MAND SOLIMOR STMEMAN ELLIOTT LLP sun 1706mnnAcsw6BuRLvmnm= VAW0lXMUn=0IXA6IA,GINADA V6C 2n (*q 631-0N 0 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 11-7-19 Name Michelle Smith Department Utilities BPW Date 11-26-19 Phone Extension 5994 uwieimiuvmiuvmummruuwuuwiuww — �u,�.u,._:�.._. _. _.,., _ .„.. ,,.dm .nx✓rexswueit umimMiuwuNUAys*,-.........uurwwraww:;���a,axA�rvmmuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuunimr�rrsHrv�mmmrvr .� lZ�rt! jE Prior to Submittal to Board BPW Attorney ® Attorney Name Clara McDanlels Dept. Attorney Attorney Name Purchasing ❑ Professional Services Agreement LJ Open Market Contract Bid Opening F Quote Opening Proposal Opening ] Chg. Order, No. Other: -..----.� ............................... Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description LJ Contract ❑ Amendment/Addendum ❑ Bid Award Quote Award C/O & PCA No. Traffic Control uatic Informatics ll Submissions ❑ Proposal ❑ Special Purchase, QPA ❑ Req. to Advertise ❑ Reject Bids/Quotes PCA Resolution Ease./Encroach ❑ Title Sheel ❑ Yes I If Yes, Approved by Purchasing No MBE Completed E-Verify Form Attached ❑ Nos WBE � mmmmm_mmmmmmm Services Renewal uahc In o,rmatics �Agreement.............. IT6....� _............ 279-0672-415.36-04 $12,288 Years/Annual Fee WaterTrax Software Subscription _ For Change,Orders Only �.._.....m Amount of ... �....:::......� . � - mw �m Increase $ ... _ ........ Decrease$ Previous Amount $ Increase — � m ............ ... .......%.... � .� _ ..... .. ....... ........ .......... Current Percent of Change: Decrease New Amount $ �., ........................ .WWW-_...._..............................e__ Increase % Total Percent of Change: Decrease ( /0) Time Extension Amount: New Completion Date: DocuSign Envelope ID: 6B6C5015-5447-4954-AF4B-70129A28775D AQUATIC INFORMATICS —SERVICES RENEWAL AGREEMENT Effective Date of this Renewal: November 91h, 2019 SCOPE City of South Bend 830 N.Michigan St Aquatic Informatics ("Al") South Bend, IN 46601 - and - 2400 —1111 West Georgia Street USA Vancouver, BC Canada, V6E 41V13 A. This Services Renewal Agreement (the "Renewal") is between Aquatic Informatics, Inc. and its affiliates ("Al", "we," "us," or "our") and you the customer of Al renewing your Al license and/or service offerings ("Customer" or "you"). Immediately below is the name of the Al company that is contracting with you based on the country or Al's sales region where you are located and the Al product and service obtained unless otherwise agreed in writing. AQUARIUS and WaterTrax service in Canada and Rest of World ("ROW"): Your agreement is with Aquatics Informatics Inc. a company incorporated under the laws of the Province of British Columbia, Canada. AQUARIUS service in the United States: Your agreement is with Aquatics Informatics USA Inc., a company incorporated under the laws of the State of Washington, USA. AQUARIUS service in Australia and New Zealand: Your agreement is with Aquatics Informatics Australia Pty Ltd., a company incorporated under the laws of the State of Tasmania, Australia. WaterTrax service in the United States: Your agreement is with WaterTrax USA Inc., a company incorporated under the laws of the State of Washington, USA. Linko or Tokay Software service: Your agreement is with Linko Technology Inc., a company incorporated under the laws of the State of Washington, USA. B. Al provides certain service offerings to You. You want to continue obtaining this service offerings from Al for the duration of the term set out in this Renewal. If you had a previous contract with Al respecting the service offerings obtained from Al those terms apply to this Renewal. 1. Renewal 1.1 Al will continue to provide the service offerings to you for the duration of the term set out in Schedule A of this Renewal. This term will automatically renew for successive yearly periods unless a party notifies the other in writing not less than thirty (30) days prior to expiration of intent to not renew 1.2 The cost to you for these service offerings will be set out in Schedule A of this Renewal ("Fees"). All such Fees are payable on a net 30 days basis without setoff or counterclaim, and without any deduction or withholding. Al will notify you if there are any Fees charged for new options or if there are Fee increases. Overdue invoices will accrue interest at the rate of 1.5% of the outstanding balance per month. All Fees are exclusive of applicable federal, provincial, state or local, value added, sales, use, excise, tariffs and/or similar tax or duty. If Al is required to pay or collect any such taxes or duties on any fees charged, then such taxes and duties shall be billed to and paid by you. If you are tax-exempt, then you will provide us with legally -sufficient tax exemption certificates for applicable taxing jurisdictions. Aquatic Informatics Services Renewal Agreement