Loading...
AG 24-015 - MIDWESTERN SOFTWARE SOLUTIONS, LLCRETURN TO: PW ADMIN EXT: 2700 ID #: 4374 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Traffic 2. ORIGINATING STAFF PERSON- Jason Ke n n edy EXT: 2744 3. DATE REQ. B)-: 1 /17/24 3. TYPE OF DOCUMENT (CHECK ONE): p CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT 0 GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: MS2 TCDS (Traffic Count) and TMC System Activation and Configuration 5. NAME OF CONTRACTOR: Midwestern Software Solutions, LLC ADDRESS: 5200 S. State Road. Suite 100. Ann Arbor MI 48108 _ TELEPHONE: 734.389.7000 E-MAIL: ms2 oft.com FAX: SIGNATURE NAME Ben Chen TITLE: Principal 6. EXHIBITS AND ATTACHMENTS: © SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. / / 7. TERM: COMMENCEMENT DATE: 1 /10/24 COMPLETION DATE: 1 yrsubscription (to be possibly renewed annually)*** 8. TOTAL COMPENSATION: $ 17,616 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ONO IF YES, MAXIMUM DOLLAR AMOUNT: $ 1 .61 6 IS SALES TAX OWED: Ia YES ❑ NO IF YES, $ 1.616 PAID BY: ❑ CONTRACTOR 0 CITY RETAINAGE: RETAWAGE AMOUNT: o RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED in PURCHASING: PLEASE CHARGE TO: 101-4300-230-543-10-356 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 8 PROJECT MANAGER JFK 1/3/24 8 DIVISION MANAGER RAP 04 Jan 2024 11 DEPUTY DIRECTOR Dsw 114/24 A DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT KVA 1/412024 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 113124 DATE REC' D: 1/3/24 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT ❑ LAW DEPT 8 SIGNATORY (MAYOR OR ]RECTOR 'ram - ❑ CITY CLERK ` III ❑ ASSIGNED AG # A ❑ SIGNED COPY RETURNED DATE SENT: _ lTt y 9(,0:: COMMENTS: EXECUTE " " ORIGINALS '""This will auto renew if we continue to pay. Also requires 30 day notice if we intend to terminate I rzo2o Midwestern Softv,/are Solutions, LLC 5200 S. Sfale Road, Suite 100 Ann Arbor, vAichiaan 48108 734.38 ).7000 /,;,,v,,v,�rs2sof1.com TRANSPORTATION DATA MANAGEMENT SYSTEM ORDER FORM QANUARY 3, 2024) Organization: Contact Person: Address: Phone: Fax: Email: I City of Federal Way Federal Way, WA 98003 I MODULE QUANTITY UNIT PRICE AMOUNT TCDS (Traffic Count) Pro System Activation and Configuration ■ One-time fee ■ Up to 5 admin users s Unlimited public viewing (optional) ■ Unlimited data storage 1 $4,000 $4,000 a Raw file upload ■ Automated quality control (QC) a Comprehensive reporting a Annual statistics and factoring a Monthly TMAS exports ■ Annual HPMS reporting TCDS Annual SaaS (First Year) a Recurring fee ■ Unlimited user support 1 Year $4,000/Year $4,000 • Unlimited web -based user training a 5ubleCt to annual cost adjUstmeru TMC (Turning Movement) Pro System Activation and Configuration a One-time fee • Up to 5 admin users ■ Unlimited public viewing (optional) 1 $4,000 $4,000 a Unlimited data storage ■ Intersection descriptions a Raw file upload is Data differentiation by vehicle classification a Turning movement diagrams Page 1 of 2 P lido/estern Soft,,,/, -ire Solutions, LLC 5200 S. State P,ocid, Sulu. 100 Ant, Arbor, bAichigari 48)08 734.389.7000 ',vv,/,n/.ms2scf[.corn ■ Peak hour calculation based on intersection or corridor ■ Expansion factor creation to generate turning movement count ADT TMC Annual SaaS (First Year) ■ Recurring fee w Unlimited user support 1 Year $4,000/Year $4,000 ■ Unlimited web -based user training ■ Subject to annual cost adjustment e.g., WS TAXES @ 10.1% (Federal Way, WA rate) $1,616 TOTAL AMOUNT $17,616 Note: 1. The quote remains valid for three (3) months. 2. Payment is due before the start of the coverage term. 3. See attached MS2 TDMS Software License Agreement Approved by Entity: Midwestern Software Solutions, LLC City of Federal Way, WA Signature:621- Name/Title: Ben Chen, Principal EJ Walsh, Public Works Di Date: 1 /3/2024 1/ 10 / 2 0 2 4 -ector Page 2 of 2 Transportation Data Management System Software License Agreement Midwestern Software Solutions, LLC (MS2) provides its Software and services to its customers based upon the terms and conditions herein. By ordering the Software and services, you (Licensee) indicate your acceptance of the terms of this License Agreement: 1. DEFINITIONS (a) "Software" means the Transportation Data Management System Software developed by MS2, including any upgrades and additional modules provided by MS2 while this Agreement is in effect (b) "Documentation" means any materials and documentation provided by MS2 to describe the features and operation of the Software. 2. LICENSE GRANT Subject to the terms and conditions of this Agreement, MS2 grants to Licensee a non-exclusive license to use the Software, with no right to sublicense. 3. SINGLE ENTITY USE. Licensee may use the Software only for the purposes of its own organization and may not use the Software to store or process data for another organization without first obtaining a separate license from MS2 for such use. 4. OWNERSHIP. The Software and Documentation are being licensed, not sold, to Licensee. MS2 owns all rights, title, and interest in the Software and Documentation, including copyrights and other intellectual property rights. Licensee may not copy, distribute, modify, or use the Software or the Documentation other than as expressly authorized by this Agreement. The data stored in the Software is the property of the licensee. MS2 may share the data if the disclosure is required by law or is reasonably necessary to defend itself from any legal action or claim. The data shall be delivered to the Licensee upon demand or termination of this agreement. 5. NO REVERSE ENGINEERING. Licensee may not cause or permit the Software to be reverse engineered, decompiled, or disassembled. 6. GOVERNMENT - RESTRICTED RIGHTS. The Software and Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in DFARS 252.227-7013 (c)(1)(ii) or FAR 52.227-19, as applicable. Manufacturer is Midwestern Software Solutions, LLC, 5200 S. State Road, Suite 100, Ann Arbor, Michigan 48108. 7. WARRANTIES. M32 warrants that the Software will function substantially in accordance with the Documentation while this Agreement is in effect. MS2 disclaims any and all other warranties as to the Software, including any implied warranties of merchantability and fitness for a particular purpose of use. Licensee acknowledges that (a) the operation of the Software may not be uninterrupted or error -free; and (b) the functions of the Software may not meet Licensee's requirements. 8. REMEDIES; LIMITATION OF LIABILITY. (a) Remedies. Licensee's exclusive remedies for any claims against MS2 arising out of this Agreement will be limited to the following, at the option of MS2: (a) replacement by MS2 of the Software with software that functions substantially in accordance with the Documentation; (b) repair by MS2 of the Software, by patch or workaround, so that it functions substantially in accordance with the Documentation; or (c) refund by MS2 of the funds paid by Licensee and received by MS2 with respect to the Software and services for the 12 month period preceding the date of the refund payment, or any shorter period of time this Agreement has been in effect. (b) Exclusion of Damages. Regardless of whether any remedy set forth in this Agreement fails its essential purpose, in no event will MS2 be liable to licensee for any special, incidental, or consequential damages —including, but not limited to, loss of data, loss of revenue or profits, downtime, failure to realize savings, personal injury, property damage, or commercial loss — whether based on breach of contract, tort, or otherwise, and whether or not MS2 has been advised of the possibility of such damage (c) Special Exclusions. The Software is intended to be used in support of normal operating procedures and is not intended to be a substitute for good professional interpretation, analysis, and judgment. MS2 assumes no liability for any type of damage or injury resulting from use of the Software or from conclusions drawn on information obtained using the Software. Use of the Software and reliance on data obtained using the Software is entirely at the user's risk. (d) Basis of the bargain Licensee acknowledge that MS2 has set its fees and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages limitations set forth in this Agreement, and that those limitations and disclaimers form an essential basis of the bargain between the parties. 9. TERMINATION. (a) Termination. This Agreement will take effect upon acceptance by MS2 and will continue in effect as long as the annual fee is paid. Either party has the right to terminate this Agreement, effective upon 30 days prior written notice to the other party. In the event that Licensee fails to comply with any of the provisions of this Agreement, MS2 may terminate this Agreement, effective upon written notice to Licensee. (b) Effect of Termination. Upon termination of this Agreement for any reason, Licensee will discontinue further use of the Software, will promptly return to MS2 or, at MS2' request, will destroy any copies of the Software and Documentation in its possession, and will certify to MS2 in writing that Licensee has done so. MS2 will provide the Licensee with a copy of the Licensee's data stored in the Software at the time of termination. (c) Survival of Obligations. The provisions of Sections 4, 5 and 8 shall survive termination of this Agreement (d) Termination Is Without Prejudice. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 10. NO THIRD PARTY USE. Licensee may not rent, lease, or lend the Software, Documentation or any portion thereof, or otherwise allow third parties to have access to or use the Software or Documentation. Licensee may not assign or otherwise transfer any of its rights or obligations under this Agreement. 11. SEVERANCE CLAUSE If any provision of this Agreement is determined by a court to be illegal or unenforceable, it will be revised to the extent necessary to cause it to be enforceable and the remaining provisions of this Agreement will remain in full force and effect. 12. PUBLICATIONS. Licensee may publish or otherwise release into public or private channels any data uploaded by Licensee into the Software. MS2 may analyze such data in any manner it wishes, solely for internal and quality control purposes. MS2 may (a) aggregate anonymized summaries of such data, (b) combine such summaries with similar aggregations of data from other clients, and (c) publish such aggregated data, so long as any such publication does not include Licensee's name or any information that is confidential to Licensee. 13. ENTIRE AGREEMENT This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter, including any prior or subsequent purchase order terms that are contrary or inconsistent with the terms and conditions of this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. 14. GOVERNING LAW. This Agreement will be governed by and construed under the laws of the State of Michigan, without resort to its conflict of laws principles. 06-30-2020 1/4/24, 11:23 AM Corporations and Charities System BUSINESS INFORMATION Business Name: MIDWESTERN SOFTWARE SOLUTIONS, LLC UBI Number: 604 032 950 Business Type: FOREIGN LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 5200 S STATE RD, SUITE 100, ANN ARBOR, MI, 48108-7936, UNITED STATES Principal Office Mailing Address: 5200 S STATE RD, SUITE 100, ANN ARBOR, MI, 48108-7936, UNITED STATES Expiration Date: 09/30/2024 Jurisdiction: UNITED STATES, MICHIGAN Formation/ Registration Date: 09/02/2016 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: INCORP SERVICES, INC. Street Address: 4505 PACIFIC HWY E STE C-2, FIFE, WA, 98424, UNITED STATES Mailing Address: 4505 PACIFIC HWY E STE C-2, FIFE, WA, 98424, UNITED STATES GOVERNORS Title GOVERNOR Governors Type INDIVIDUAL Entity Name First Name HONGBIN Last Name CHEN https://ccfs.sos.wa.gov/?_g1=1'1 Ouor29"_ga"MjAwOTk2NTkzOC4xNjgyNT150DE3"_ga_7BO8VE04WV'MTcwNDMwNzg5My4zOC4xLjE3MDQzMDg... 1 /1 1/4/24, 11:24AM MS2-Who We Are Who We Are Modern Traffic Analytics Founded in 2003, MS2 is a national leader in transportation data management and analysis and has the largest traffic count database in North America. More than 260 agencies in 33 US States, and Canada, including 25 state Departments of Transportation, are using MS2 software to manage their transportation data. MS2 is a 100% American -owned and operated firm. We pioneered the cloud -based Transportation Data Management System (TDMS) that is becoming the standard for traffic data analysis and management in the US. Providing a secure, scalable enterprise solution integrated with ArcGIS Server, Google Maps, and many other data providers, MS2 software includes multiple modules for managing transportation data ranging from traffic count, turning movement, weigh -in -motion, travel time, traffic crash, road sign, work order, asset management, and performance measurement. The success of our business is based on our transportation planning and traffic engineering knowledge, our database and GIS expertise, and our ability to quickly implement our cloud -based off -the -shelf application for new clients. Our History J MS2 E I. 2003®� 2003 M52 is founded, First customers for our Tragic Count D-to base System (TCDS) include the 2006 2014 2020 Road Commission First state DOT 2012 M52 selects 2016 MS2 has 12 for Ooklcnd County, client and major MS2 has 6 State Amazon Web 14 State DOT 2018 modules: 4 Billion Michigan and the city client: Illinois DOT Clients: IL, Services as our clients - added 17 State DOT WIM records Soulheasl Michigan DOT and the City AZ, MA, DC, IN, cloud service OH, VT. CO. NH- clients - added managed in COG of Minneapolis MT platform MI, CT, NM LA- RI TCDS Cloud -based TCDS MS2 deploys a hybrid Texas DOT becomes Over I Billion WIM Over 2 Billion WIM 21 Stara DOT clients- MS2 has more II a wilh inleraclive Esri Google Maps/Esri MS2's largest client records managed records managed added WA, TN- NJ, 260 clients. maps is launched, mapping solution wilh 154.000, count in TCDS n TCD5: and Puerto Rico. including 25 Stale First client is Toledo 2008 stations 2015 15 Stale DOTS - Moved to new oBice DOTs - added OR, Melropolilan Area 2013 added NC to accommodate CA AL and ND: COG 2017 growing staff over I5000 2004 2019 continuous count stations and 795,000 shorl count stollens in TCDS 2023 Leadership Team hftps:/tw .ms2soft.com/about-us/who-we-aret 1/6 1 /4124, 11:24 AM MS2 - Who We Are Ben Chen, PE, PTOE Principal Partner I Founder Ben Chen has 30 years of experience in traffic engineering, providing public sector clients with traffic data analysis and management software applications. He authored the original version of the Traffic Count Database System (TCDS) in 1997 and founded MS2 in 2003. Ben oversees more than 270 implementations of MS2 software, and successfully adopted new transportation engineering methodologies and modern technologies for all 23 of MS2's state DOT clients. Ben holds a Master of Science in civil engineering from New Jersey Institute of Technology and is a licensed Professional Engineer and Professional Traffic Operations Engineer, Ben is one of the traffic data industry's leading experts, and a member of the American Society of Civil Engineers (ASCE) and Institute of Transportation Engineers (ITE). C ti Steve Wiggins Senior Partner I Director of Information Technology https:/Aw .ms2sofLcom/about-us/who-we-are/ 2/6