HomeMy WebLinkAbout25I - ANNUAL SOFTWARE MAINT AND SUPPORTREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
December 6, 2010
TITLE:
AGREEMENT TO PROVIDE ANNUAL
SOFTWARE MAINTENANCE AND
SUPPORT FOR GEOSPATIAL
TECHNOLOGIES, INC.
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1st Reading
? Ordinance on 2Id Reading
? Implementing Resolution
? Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the attached amendment to the
agreement with GeoSpatial Technologies, Inc., for the software application maintenance and
customer support in an amount not to exceed $20,898.00, subject to non-substantive changes
approved by the City Manager and City Attorney.
DISCUSSION
On December 16, 2008, Council approved the agreement with Geospatial Technologies, to provide
software maintenance and support for the Automatic Vehicle Locator System (AVL). This system
enables the Santa Ana Police Department the ability to track police vehicles using mapping software
throughout the City of Santa Ana. The Santa Ana Police Department wishes to amend said
Agreement to provide for an additional year of basic software service and maintenance. The
Automatic Vehicle Locator System is proprietary and owned by GeoSpatial Technologies, Inc. and
can only be serviced by this company. The recommended action will allow for continuous service to
the Santa Ana Police Department.
FISCAL IMPACT
Funds are available in the Police Department's Computer Services fund (account no. 01114425-
62300).
Paul M. Walters
Chief of Police
Police Department
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Mgmt. Services Agency
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SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT is entered into on December, 16
2010, by and between GEOSPATIAL TECHNOLOGIES, INC., ("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. City and Consultant entered into Agreement #A-2008-332, dated December 16, 2008,
(hereinafter "said Agreement") by which City purchased from Consultant hardware and
software to provide automatic vehicle locator (AVL) services and mobile mapping
services for the Santa Ana Police Department.
B. City and Consultant entered into a First Amendment to Consultant Agreement ("First
Amendment"), dated February 1, 2010, amending the Scope and Compensation, to purchase
additional hardware to equip additional vehicles with the AVL system.
C. In accordance with the terms and conditions of said Agreement, the Parties desire to
amend the scope, amend the compensation, and extend the term of said Agreement for an
additional one-year period.
NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to' all
the terms and conditions of said Agreement, except as herein modified, the parties agree as
follows:
1. Section 1, SCOPE OF SERVICES, shall be amended to system testing and
maintenance services as set forth in Exhibit A to this Second Amendment to
Agreement.
2. Section 2, COMPENSATION, shall be amended to provide that total compensation
shall not exceed $20,898.00, plus any applicable tax, to pay for the services set forth
in Exhibit A to this Second Amendment to Agreement.
3. Section 3, TERM, shall be amended to extend the term of said Agreement for an
additional one-year period through December 15, 2011.
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4. Except as hereinabove modified, all terms and conditions of said Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the
Agreement on the date and year first written above.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
CITY OF SANTA ANA
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
GEOSPATIAL TECHNOLOGIES, INC.
By:
Melissa M. Crosthwaite
Deputy City Attorney
(NAME)
(Title)
RECOMMENDED FOR APPROVAL:
PAUL M. WALTERS
Chief of Police
Santa Ana Police Department
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('GST
GeoSpatial Technologies, Inc.
Software Annual Maintenance Agreement
GeoSpatial Technologies, Inc. (hereinafter referred to as GST) shall provide maintenance and support
services under this Software Annual Maintenance Agreement (hereinafter referred to as Agreement) for
City of Santa Ana Police Department (hereinafter referred to as Customer) covering the period from
December 16, 2010 to December 15, 2011, with options to extend for addition 4 years, upon payment of
the annual maintenance fee for the products listed in the Purchase Contract.
1. PRODUCTS COVERED
One (1) license of GST Tracker Server software, one (1) license of GST Wireless Host Server software
for up to two hundred (200) mobile units, one (1) license of GST InterOp Bridge software, and unlimited
site license of GST Viewer software and GST Mapper MDC software for City of Santa Ana Police
Department, provided that the entire amount of Software Annual Maintenance Fee is paid in full on or
before December 16, the commencement of each 12-month period.
II. MAINTENANCE AND SUPPORT
GST shall provide maintenance and support services to the End User. Maintenance and support services
shall include, but not limited to:
(a) Telephone and E-mail Support: GST will provide telephone and e-mail assistance. You must provide
GST with remote access through the Internet to the computers installed with GST software. By
calling the GST technical support number, you will reach a trained support analyst of whom you may
ask questions or seek advice relating to the use of GST software. The analyst will assist you in
utilizing your GST software, and in identifying and providing a work around, if possible, for any
software problems found with GST software. GST support services do not include hardware,
network, operating systems, or third party software.
Support will be provided weekdays from 9:00 a.m. to 6:00 p.m. Pacific Standard Time, excluding
weekends and holidays.
(b) Response Times: In the event that the End User experiences a critical system failure, which shall be
deemed to have occurred if the system is down or inoperable, meaning that the End User cannot use
the System and/or the System is off-line, for longer than '/2 hour, GST shall respond and look into
correcting the problem immediately upon receipt of a call for service and following the receipt of
notification and relevant documentation of the problem. For all other non-critical failures, GST shall
respond and attempt to correct the problem within four (4) hours upon receipt of a call for service and
following the receipt of notification and relevant documentation of the problem. If problems cannot
be resolved within four (4) hours, the problem will be automatically escalated to Application
Technical Lead or the VP of Product Management for resolution. After consultation between the VP
of Product Management and support staff, GST will provide a plan of action for resolution to the End
User.
Santa Ana Police Department
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('GST
(c) Bug-fixes and Upgrades: GST will provide bug-fixes and upgrades to the GST software when they
are available at no additional charge during the term of the maintenance program.
(d) Corrective Maintenance: GST will provide corrections to the supported software using Internet
connections, provided you have a high-speed Internet connection on your system allowing GST
remote access, during standard support hours.
(e) GST Training: The End User under software annual maintenance program receives 50% discounts for
all training programs held at GST's facility.
(f) Software Customization and Enhancement: The End User under the software annual maintenance
program receives a 20% discount for any software customization services. End User requested
enhancements or modifications of GST software are not included in the support plan price. GST
agrees to review requests from the End User and to provide a quote for the requested enhancement
based on time and cost anticipated.
(g) Excluded Service: The maintenance and support described herein does not include the correction of
software failures due to causes beyond the control of GST and occurring without the fault or
negligence of GST such as, but not limited to acts of God, catastrophe, fault, or negligence of the End
User, operator error, manipulation of the object or source code (unless approved by GST in writing
prior to such manipulation), improper use or misuse of the system or any part thereof. Any such
excluded service, whether on-site or off-site, will be provided at the request of the End User at GST
per call rates and terms then in effect.
(h) Support of Old Software: Users are required to install all updated software and any bug fixes in a
timely manner, including operating system software. If you fail to keep your system current, GST
may no longer support your system. GST will support old releases of a product for two years after
new releases become available. For subsequent years after new releases becomes available, if
requested by End User, GST may continue to support such old releases for an annual increase in
support fee of 40%.
(i) Lapsed Support: If the End User intends to renew maintenance after the previous maintenance
program has expired for over two (2) months, a supplemental fee of 50% of the annual maintenance
shall be due GST for the first year of maintenance following your need for maintenance again, in
addition to the maintenance fee already due herein.
(k) On-site support: On-site support is not covered by the standard software maintenance support. Per
End User's request, GST will provide on-site support if GST determines that such support is required
to resolve the reported problem. In this case, GST will dispatch one or more members of its support
staff to your site who will attempt to recreate and resolve the problem(s) reported. During this time it
is expected that members of your staff will be available to answer questions and provide information
regarding your system, if required. On-site support will be charged at GST per call rates and
terms then in effect, plus travel and per diem for GST staff sent on-site.
III. SYSTEM MODIFICATION
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('GST
(a) GST-generated modifications: Changes or replacement of the computer equipment, operating system
and its related software, or other third party software may require GST software support and/or
software modification to allow GST products to work with the new equipment, operating system,
and/or third party software. These support and/or modification services will be provided by GST at
the End User's request at our then quoted prices.
(b) End User-generated modifications: GST will not be responsible for any damage to your GST
software or data caused by upgrades to the operating system or replacement of hardware without
GST's prior written concurrence that said upgrade would function properly. Services required as a
result of modifications to GST's systems made by the End User are not considered normal
maintenance and are not provided as part of GST's Software Maintenance Program.
(c) External System Modifications: In the event any external system is modified beyond that anticipated
by the terms of the underlying End User License Agreement, the End User shall notify GST of such
changes immediately upon receipt of notification from the respective entity/entities and request that
GST prepare a proposal to include a time and cost estimate, for the work to be performed which
constitutes a change from the originally agreed upon configuration and work description as presented
in the underlying End User License Agreement. GST shall, within thirty (30) days after receiving
said notice, furnish a written proposal to the End User provided the required modifications are
commercially, technically and practically feasible. Upon receipt of GST's proposal, the End User
shall determine whether it desires the work to be performed, and if so shall issue a Notice to Proceed
within ten (10) days, at which time GST will perform the necessary modifications for the additional
mutually agreed upon compensation.
IV. END USER RESPONSIBILITIES
(a) Software Problems and Reporting: The End User agrees to limit use of GST maintenance service to
occasions when GST system software fails to operate in accordance with the product specifications
as defined in the original purchase contract. To facilitate the problem solving process, the End User
agrees to assist GST in their efforts to duplicate the software problem by providing a written problem
report. Additionally, GST may ask that you furnish a listing of software problems rather than calling
on each individual item over a short period of time so that our support team can better assist you.
(b) Payment: The End User is responsible for ensuring that all amounts payable under the software
annual maintenance program are received by GST on or before the commencement of the
maintenance program. The End User's failure to remit payment to GST for such maintenance
services provided or to be provided shall entitle GST to deny further maintenance services to the End
User.
(c) Updates: The End User and all users of GST software are responsible for installing all updates to
software, hardware, and fixes in a timely manner. Failure to keep your system updated can, at GST's
sole discretion, result in the immediate discontinuation of maintenance support.
(d) System Administration: The End User is responsible for identifying a System Administrator, as well
as a back-up System Administrator, who will function as GST's primary and secondary contact for
any maintenance services to be provided under the software maintenance program. Such System
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('GST
Administrator, or, in the absence of the Systems Administrator, the back up, shall be GST's sole
contact for technical assistance. The System Administrator and backup System Administrator must
be trained in the administration of computer hardware, operating system, networking, and database.
GST support staff will assist you in identifying system problems as a function of maintenance
support. However, if a problem is identified as a system administration responsibility, further
assistance from GST support staff is billed at our then current hourly rates and terms.
V. WARRANTIES
(a) Limited Warranty for Services Any services being provided to the End User in accordance with
the software maintenance program are offered on a best-efforts basis only, GST may not be able to
resolve every service request made. Although GST will attempt to provide some guidance and
direction, GST is not responsible for resolving issues related to networks, operating systems, back-
end databases or hardware. It is the End User's responsibility to keep adequate data backups. GST
will not be responsible for any lost data.
ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ARE
HEREBY EXCLUDED.
VI. LIMITATION OF LIABILITY
The End User's sole and exclusive remedies for any damage or loss in any way connected with any
software or services furnished by GST, after acceptance of the GST software system, whether by GST's
breach of warranty, negligence, or any other breach of any other duty, shall be, at GST option,
replacement of the software or re-performance of service or return or credit of an appropriate portion of
any payments made, or to be made, to GST with respect to such software or services. Under no
circumstances shall GST be liable to you or any other person for any special, incidental, indirect or
consequential damages of any character, including, without limitation, damages for loss of good will,
work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even
if GST has been advised of the possibility of such potential loss or damage.
VII. CHOICE OF LAW
Interpretation of this Agreement shall be governed by the laws of the State of California.
VIII. STATUTE OF LIMITATIONS
No action or claim relating to or arising out of the software annual maintenance program may be
instituted more than one (1) year after the event giving rise to such action or claim.
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GeoSpatial Technologies, Inc.
Quote for
Santa Ana Police Department
3130 S. Harbor Blvd. Suite 430
Santa Ana, CA 92704
Phone: (714) 434-9936
Fax: (714) 434-9937
9/23/2010
GST Public Safety System Standard Pricing
GST Part Number Description QTY Unit Price Amount
Software Annual Maintenance Fee for 1 license of GST
Tracker Server, 1 license of GST Wireless Host Server, 1
license of GST InterOp Bridge, unlimited site license of GST
Viewer software and GST Mapper MDC software for City of
Santa Ana Police Department, covering 12/16/2010 -
Service SV-SW-AMF 12/15/2011 (Notes 1, 2) 1 $ 20,898.00 $ 20,898.00
Software Annual Maintenance Fee Total $ 20,898.00
Total (Software AF)- (Note 3)
$ 20,898.00
Notes:
1 The unlimited site license of GST Viewer and GST Mapper MDC software allows SAPD to install and use the listed GST
software products without limitation. The unlimited site license can only be used by personnel within Santa Ana Police
Department.
2 Annual Maintenance Fee (AMF) of GST Tracker system for Santa Ana PD is 18% of the original license fee.
GST AMF Agreement covering 12/16/2010 - 12/15/2011 is attached.
3 Payment Terms:
AMF: Payment must be made in full on or before December 16, the commencement of each 12-month period.
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