HomeMy WebLinkAboutRedZone Robotics - ICOM Software Implementation and Budget CostJuly 15, 2019
RE: ICOM Subscription Services
Dear Marc CawLey -
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RedZone would like to thank Yakima, WA for your continued years of support
and usage of our ICOM Sewer Asset Management software. Our goal. when we
created this tool. was to elevate and improve the day to day tasks for managing
underground infrastructure; eliminating the need for shelves of DVDs and bringing
technology to an oft -forgotten industry. Over the last few years we have reached out
and helped numerous system owners like yourselves better utilize their limited
resources by prioritizing maintenance and making data -informed decisions.
We recently noticed that your software subscription has
lapsed. This has not interrupted your service and ability to use
features currently. However, we do want to ensure this service
continues with our newest release of the ICOM software, known as
ICOM V4. With this release we have not only improved the
background infrastructure, allowing for a more seamless syncing
experience, but also revamped the interface with a much cleaner
look. We are also excited to announce full integration with NASSCO
PACP/MACP 7.0, bringing the newest coding standard right to your
desktop.
EATIFIED
fl F7" A
Attached is an updated Software License Agreement (SLA) for ICOM services and
schedule of values in accordance with this new release. Please feel free to review
and reach out with any questions or concerns. Should you choose to not continue
with ICOM V4, RedZone will work with you to migrate your system information,
subject to cost, after 6o days.
We look forward to continuing to host your data and support your asset
management needs!
Sincerely,
Chris White
Director of Technical Sales
RedZone Robotics, Inc.
cwhite®redzone,com
July 15, 2019
ICOM Software Implementation and Budget Cost
ICOM comes in a variety of configuration options, but we have put together this proposal a version best suited
to your needs, as based on your previous usage. Based on the description — 3-4 people using ICOM who will be
reviewing collected CCTV for rehab and design planning, managing service calls and work orders, and
establishing an asset management program — RedZone proposes the ICOM V4 standard configuration. This
version of ICOM:
• PACP 4.2, 6.0 and 7.0 compliant, and has unlimited import/export functionality
• Allows for the integration and import of GIS from ArcGIS/ESRI
• Work order capabilities for managing future repair and maintenance work
• Planner/Scheduler for Routine Maintenance
Faster access to reports, records, and analysis
Prioritization and Repair, Rehab, Replacement (R3) assessment for budgeting
• Decision support and analysis tools for overall condition and system health
ICOM V4 Hosting, Updates, Upgrades (Wastewater
ICOM V4 Hosting, Updates, Upgrades (Stormwater)
Single Year Maintenance Plan
25 Professional Service Hours
• Quarterly GIS Updates in ICOM
Additional GIS edits for ESRI
Custom Work Orders and Forms
Legacy Data Imports
Estimated Budget Cost:
$ 3,850.00
$ 3,850.00
$ 23,550.00
Proposal Notes and Exclusions:
1. Single Year Maintenance Plan is automatically renewed unless otherwise specified and begins upon
activation of user licenses.
2. Terms and Conditions outlined in Service License Agreement attached.
3. Payment terms are annual invoices, due 60 days from date of invoice.
This proposal is to be signed by an authorized individual.
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CONTRACT Nib:`1.23
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July 15, 2019
SO ARE SERVICES TERMS AND CONDITIONS
1. Grant of Access to Software Services - RedZone hereby grants to
Client and its Authorized Users access to the Software Services as
described herein, through User Identities (defined below) for Client's
internal purposes and Client accepts such access on a non-exclusive
basis, subject to the terms and conditions set forth in this Agreement.
Clients rights hereunder, and access to the Services, are non -assignable,
non- transferable, and non-sublicensabte,
(a) Clients access to the software is based on a yearly fee outlined in the
Proposal attached. These fees will cover the hosting of the application,
upgrades. bug fixes and both telephone and e -support. Increases to these
annual fees will not exceed io% for any renewal period. Access is
automatically renewed, unless notified.
(b) The Single Year Maintenance Plan provides additional services beyond
hosting including regular GIS updates, additional GIS edits for ESRI,
custom work orders and forms, among others. The Maintenance Plan is
not required for Client Access to the software, including hosting. The
yearly fee for the Maintenance and Support Plan is $3,85o. This can be
purchased at any time, with an existing ICOM instance,
(i) Requests for such additional services without a Maintenance
Plan will be billed at a Professional Service Hourly rate of
$15o/hr. If an additional service is requested, it is RedZone's
responsibility to provide a written estimate and approval for this
work prior to commencement of the work.
2. Obligations of Client
(a) Client has appointed an individual (or individuals) ('Administrative
User) to serve as Liaison between Client. Authorized Users and RedZone.
Administrative Users are Clients duly authorized agents to act on behalf
of Client on all matters related to the Software Service.
(b) Client shall have sole responsibility for deciding which of its
employees, contractors, agents and sub -contractors ('Authorized Users')
will be granted access rights to the Software Services to act on behalf of
the Client to enter and access data in and through the Software Services.
The Administrative User shall identify Client personnel to be provided
access to the Software Services as Authorized Users by submitting
requests through the Software Services ('New User Registration
Requests'). RedZone shall be entitled to rely on New User Registration
Requests, and the information submitted in connection therewith,
submitted under the Administrative User's User Identity as the sole basis
for determining Clients authorization in granting access to Authorized
Users identified on such New User Registration Requests.
(c) The identity of Authorized Users will be verified by the use of user
names together with a password, as created by the Administrative User or
the Authorized User using the Software Services ('User Identities'). Client
agrees that it is solely responsible for securing its User Identities and not
sharing such User Identities with others, RedZone will assume that any
person using the Services under a given User Identity is the individual
associated with such User Identity in RedZone's records and will grant
access to information and any other capabilities accordingly. Using, or
permitting the use of, the Services under User Identities not actually
assigned to a particular individual are prohibited,
(d) Client will be solely responsible for maintaining and updating its roster
of Authorized Users, including without limitation, updating its roster of
Authorized Users in response to changes in employment relationship with
specific Authorized Users ('Access Control Administration'). Client will be
responsible for ensuring that each Authorized User understands and
agrees to the standards of conduct and use for the Services set forth
herein before Administrative User's submission of a New User Registration
Request on behalf of such individual
(e) Client agrees that the Service will be used solely for the purposes and
functions contemplated by this Agreement and shall refrain from using
the Service for any other purpose ('Prohibited Conduct'). 'Prohibited
Conduct' shalt include, but is not limited to, accessing, tampering with or
using areas of the Services or RedZone's computer systems that exceed
the scope of Client's authorization; tampering with or attempting to access
other user accounts or information of other users: attempting to gather
and use information available from the Services to transmit any
unsolicited advertising; and the knowing transmission of any viruses,
Trojan horses, trap doors, back doors, worms, time bombs, cancelbots or
other malicious code or computer programming routines that may be
introduced to the Services or other computer network systems of
RedZone as a result of access thereto by Client and its Authorized Users.
Client shall be strictly liable to RedZone for, and shall hold RedZone
harmless from and against, any losses, claims or other damages it may
incur as a result of prohibited conduct by Client or its Authorized Users_
(f) Client agrees not to use the Service in a manner that results in excessive
bandwidth or storage capacity usage. RedZone reserves the right, in its
sole discretion. to determine whether and what action to take in response
to any excess bandwidth or storage capacity usage, including without
limitation temporary suspension or restriction of Services for Client and/or
termination (after consultation with Client).
(g) Client represents warrants and covenants to RedZone that all data and
other information provided to RedZone uploaded or input by or on behalf
of Client or its Authorized Users to the Service:
(i) Shall not infringe on the Intellectual Property Rights of any
third party or any rights of publicity or privacy: and
(ii) Shall not violate any law, statute, ordinance, or regulation
(including without limitation the laws and regulations governing
export control, unfair competition, antidiscrimination, or false
advertising).
'Intellectual Property Rights' means any and all present or future
tangible and intangible (i) rights associated with works of authorship,
including but not limited to copyrights, moral rights, and mask -works, (ii)
trademark and trade name rights and similar rights, (iii) trade secret rights,
(iv) patents, designs, algorithms, and other industrial property rights. (v) all
other intellectual and industrial property rights (of every kind and nature
throughout the universe and however designated) (including logos,
'rental' rights and rights to remuneration), whether arising by operation of
law, contract, license, or otherwise, and (vi) all registrations, initial
applications, renewals, extensions, continuations, divisions, or reissues
hereof now or hereafter in force (including any rights in any of the
foregoing),
(h) Hardware, software and other equipment used by Client to access the
Software Services must meet the minimum computing requirements and
other specifications as defined in RedZone's product Literature, as
RedZone may adjust from time to time,
(i) Client is responsible for all internet, communication, and other costs
associated with the use of the Services,
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3. Data Security Reviews - RedZone Robotics hereby represents and
warrants that alt data centers used in the provision of Software Services
hereunder have been the subject to an annual SAS70 Type II audit with no
material deficiencies in controls reported and will continue to be subject
to an annual data security audit, whether under the SAS7o Type II
standard or a reasonably similar successor to the SAS7o standard,
4. Data - Client shall hold all right, title and interest in and to (a) all data and
information provided by Client to RedZone during the Term of this
Agreement: and (b) all video data resulting from condition assessment and
the formatted data table of the inspection results pertaining to Client
and/or its wastewater system or other assets ("Client Data"); provided
however Client hereby grants to RedZone a limited, fully -paid, royalty
free, worldwide, non-exclusive, irrevocable. right and license to use.
reproduce, modify, adapt, enhance, improve, create derivative works of,
publish, edit, translate. distribute, publicly perform, display and otherwise
exploit the Client Data and any other data pertaining to Client for the
purpose of performing RedZone services for Client under this Agreement..
5. Technical Support - RedZone Robotics shall provide the following
support services during the Term hereof ("Support Service"). Support
Service includes program updates, fixes, security alerts, critical patch
updates, general maintenance releases, selected functionality releases,
and documentation updates. Technical support regarding the use of the
Software Service will be available between the hours of goo am, and 7:00
p,m.. Eastern Time ("Normal Business Hours"), Monday through Friday,
excluding United States federal holidays. Support wilt be available by
telephone or e-mail via contact information that will be provided on
request. RedZone shall use commercially reasonable efforts to respond
to calls and requests for Technical Support received outside of Normal
Business Hours on the next business day. Client acknowledges that
technical support to be provided by RedZone is limited to the use of the
Services and does not include -help desk' assistance or similar user or
technical support to Client or its Authorized Users with regard to
interactions between the Service and Client hardware and/or software,
Client shall be solely responsible for all such support for the benefit of its
Authorized Users. Although RedZone personnel may attempt to offer
assistance with such interactions between the Service and Client
hardware and/or software, such issues are beyond the scope of
RedZone's obligations hereunder and any advice as to such interactions
shall be offered at Client's sole risk and Client and its Authorized Users
agree to defend and hold RedZone harmless from and against, any losses,
claims or other damages it may incur as a result of any advice given by
RedZone personnel regarding interactions between the Services and
Client hardware and/or software.
6. Planned Maintenance - From time to time, RedZone and/or a third
party -hosting provider (the "RedZone Host") will update the processing
server(s) on which the Services reside, Client will be notified in advance of
all outages due to planned maintenance.
CLIENT SOFTWARE LICENSE TERMS AND CONDITIONS
7. Client Software License - As part of the Software Services, RedZone
will provide to Client and its Authorized Users, software downloadable
through the Software Services for local installation (the "Client Software").
Such Client Software is owned by RedZone and/or its licensors and is
licensed, not sold, to Client and its Authorized Users as follows. RedZone
hereby grants to Client and its Authorized Users a time-limited, revocable,
non-exclusive, non -transferable, non -sub -licensable right and license to
download, install, and use the Client Software on equipment owned by
Client and/or its Authorized Users, solely for the purpose of downloading,
storing, viewing, and interacting with Client Data and the hosted Software
Services for Client's benefit,.. Except as expressly set forth herein, neither
Client nor any of its Authorized Users acquire any licenses or other rights
to any intellectual property of RedZone.
Client and its Authorized Users are entitled only to those rights with
respect to the Client Software as are expressly granted by this Agreement.
Any rights that are not expressly granted by this Agreement shall not be
implied. Under no circumstance, and at no time, may Client or its
Authorized Users: (a) copy, reproduce, or distribute the Client Software; (b)
assign, sublicense, rent or lease or use in a service bureau capacity the
Client Software; (c) reverse engineer, decompile, disassemble, modify,
translate, make any attempt to discover the source code of the Client
Software, or create derivative works from the Client Software; (d) reverse
engineer, decompile, disassemble, modify, translate, or distribute the
database(s) distributed and associated with the Client Software; (e)
evaluate or use the Client Software for the purpose of competing with
RedZone in any manner; or (f) facilitate the evaluation or use of the Client
Software for the purpose of competing with RedZone in any manner,.
S. Updates - RedZone will deliver updates, upgrades and modifications to
the Client Software ("Updates") and associated local instance of Client
Data database when an Authorized User logs into the hosted Software
Services using the Client Software. Client shall be responsible for ensuring
that each copy of Client Software hereunder is kept current through this
connection mechanism and RedZone shall not be responsible for
supporting any copy of the Client Software that has not been updated
within the six (6) months immediately preceding a request for support.
g. Client Software License Term and Termination
(a) In the event RedZone terminates this Agreement for Client's material,
uncured breach, the license in the Client Software shall terminate upon
the termination or expiration of this Agreement..
(b) In the event Client terminates this Agreement for RedZone's material,
uncured breach, Client shall have an additional sixty (60) day post-
termination period to continue to use the Client Software in compliance
with the license terms set forth in Section 7 above solely for the purpose
of exporting or otherwise transitioning Client Data out of the Client
Software prior to deletion. The Client Software shall not have any
connectivity with the hosted Software Services and RedZone shall have
no obligation to otherwise provide Support or Technical Support to Client
during this sixty (60) day post -termination period, At the end of this sixty
(60) day post -termination period, the license in the Client Software shall
terminate without any further action or notice.
(c) If at any point subsequent to the expiration of this initial full completed
Term, Client fails to pay such annual fees, Client Software used under this
license shall not have any connectivity with the hosted Software Services
and RedZone shall have no obligation to otherwise provide Support or
Technical Support to Client or its Authorized Users using the Client
Software under this post -termination license.
(d) Upon termination of the license in the Client Software pursuant to
Sections g(a) or g(b) above, Client shall immediately remove all copies of
the Client Software from equipment owned by Client or its Authorized
Users using the uninstall functionality included with the Client Software.
(e) Upon request by RedZone, Client shall provide a written, signed
certificate from an authorized individual certifying Client's compliance
with this Section g.
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