25G - AGMT - SOFTWARE APP FOR PD

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SOFTWARE MAINTENANCE AND SITE LICENSE AGREEMENT THIS AGREEMENT, made and entered into this 7th day of January, 2014 by and between GeoSpatial Technologies, Inc., a California Corporation, (hereinafter "GST "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "), RECITALS A. The City desires to retain GST to maintain and license automated vehicle locator ( "AVL") tracking software and mobile mapping services. GST represents that it is able and willing to provide these services. B. GST represents that it is the owner of GST automated vehicle locator tracking and mobile mapping software and as such, it is the only company able to mountain the software and provide site licensing for the City's use of the software. C. In undertaking the performance of this Agreement, GST represents that it is knowledgeable in its field and that any services performed by GST under this Agreement wilt be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. D. City has used AVL tracking and mobile mapping software since approximately 2008 and during that time it has been maintained and licensed by GST. The parties intended to enter into a new agreement as of December 16, 2013, and conducted themselves pursuant to their continued agreement to provide for and pay for services associated with the maintenance and use of the software. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES GST shall perform those services as set forth in terms and conditions set, forth in the attached Exhibit "A" to this Agreement and incorporated herein by reference. 2. COMPENSATION City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in the quote attached hereto as Exhibit "B" and incorporated herein by reference. The total sum to be expended under this Agreement shall be $20,898. 3. TERM This Agreement shall commence on the date first written above and terminate on December 15, 2014, unless terminated earlier in accordance with Section 12, below. As noted above, to provide a continuity of service, this agreement is intended to cover services provided since December 14, 2013 in compliance with the parties' intent to renew the software maintenance and licensing agreement. 25G -3