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HomeMy WebLinkAboutGEOSPATIAL TECHNOLOGIES, INC. 1D -2012a, UHK'`?; ,C Iil?ill Q !\i I- I- A-2012-233 This FOURTH AMENDMENT TO AGREEMENT is entered into on December, 15 2012, by and between GEOSPATIAL TECHNOLOGIES, INC., (hereinafter "Consultant"), 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 No. A-2010- 014, dated February 1, 2010, amending the Scope and Compensation, to purchase additional hardware to equip additional vehicles with the AVL system. C. City and Consultant entered into a Second Amendment to Consultant Agreement No. A- 2010-241, dated December 16, 2010, amending the Scope, Compensation, Term to extend the system testing and maintenance services for an additional one-year period through December 15, 2011 and increase compensation to pay for services provided during the extended term. D. City and Consultant entered into a Third Amendment to Consultant Agreement No. A-2011- 261, dated December 15, 2011, amending the Scope, Compensation, Term to extend the system testing and maintenance services for an additional one-year period through December 15, 2012 and increase compensation to pay for services provided during the extended term. E. 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 with four (4) one year options to extend the agreement. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject Wall the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: L Section 1, SCOPE OF SERVICES, shall be amended to include system testing and maintenance services as set forth in Exhibit A to this Fourth Amendment to Agreement. 2. Section 2, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $20,898.00 to pay for the services set forth in Exhibit A to this Fourth Amendment to Agreement during the extended term. 3. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional one-year period through December 15, 2013 with the option to extend the agreement for four (4) one year agreements thereafter. 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 Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA PA M. WALTERS City Manager APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: &wta A. Rv,?6? LAURA A. ROSSINI Assistant City Attorney GEOSPATIAL TECHNOLOGIES, INC. Hong ogy Officer Exhibit A ('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) during the period from December 16, 2012 to December 15, 2013, with options to extend for addition 4 years, upon payment of the annual maintenance fee for the products listed in the section of Products Covered. 1. PRODUCTS COVERED GST maintenance and support services are provided only for the software products listed in either Purchase Contract, Purchase Order, GST Quote, or GST Invoice with the entire amount of Software Annual Maintenance Fee paid in full on or before 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. (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. ('GST (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 (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 ('GST 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 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 ('GST 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. VILCHOICE 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. ('CG,)S T 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 10/4/2012 GST Public Safety System GST Part Number Description QTY Unit Price Amount AMF covering 12/16/2012 - 12/15/2013 Agreement A-2008-332 dated 12/1612008 Service SV-SW- AMF Software Annual Maintenance Fee for City of Santa Ana Police Department on the following Software Licenses 1 $ 20,898.00 $ 20,898.00 1. GST Tracker Server Software License 2. GST Viewer Software Site License 3. GST Mapper MDC Software Site License 4. GST InterOp Bridge Software License 5. GST Wireless Host Server Software License (up to 200 vehicles) Annual Maintenance Fee Total $ 20,898.00 Grand Total (AMF and Service) $ 20,898.00 Notes: 1 AMF paid client is entitled to technical support through email and telephone (M-F, 9:OOAM-5:30PM, PST), bug fixes and free software upgrades through the year, and discounts for GST's training programs and customization. 2 Price stated above is good for one hundred and twenty (120) days from the date of this quotation. 3 Payment Terms: AMF payment is due prior to the commencement date of each 12-month period. ACORV CERTIFICATE OF LIABILITY INSURANCE VY) D 1 1 /1 9121/19/20101 12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must-be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endonsemsnt. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT CS&S/NEW CENTURY INS SERVICES INC. NAME: PO BOX 946580 PHONE (A/C, No, Ertl: FAX (MC, No): MAITLAND, FL 32794-6580 E-MAIL Phone 877 724 2669 ADDRESS: - - - Fax - 877-763-5122 INSURER(S) AFFORDING COVERAGE NAIC a INSURER A: Valley Forge Insurance Company 20508 INSURED INSURER B : GEOSPATIAL TECHNOLOGIES, INC. 3130 S Harbor #430 INSURER SANTA ANA, CA 92704 INSURER D: Continental Casualty Company 20"3 INSURER : INSURER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE , AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I LTR TYPE OF INSURANCE INSR WVO POLICY NUMBER JMMIDDYYYY) MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,000 COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $300 000 CLAIMS-MADE OCCUR PREMISES Ea occurrence) , A T MED EXP An one person) $10,000 _ Y N 4029432517 0610112012 0610112013 1 PERSONAL & ADV INJURY ,000,000 $ _ ' GENERAL AGGREGATE $2,000,000 GEN L AGGREGATE LIMIT APPLIES PER: $2 000 000 P Ro POLICY PRODUCTS • COMP/OP AGG , , J E LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1 000 000 Ea accident , , ANY AUTO BODILY INJURY (Per person) A I ALL OWNED AUTOS SCHEDULED AUTOS NON-OWNED N N 4029432517 06/01/2012 06101/2013 BODILY INJURY (Per accident) HIRED AUTOS H AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAR OCCUR EACH OCCURRENCE $1,000,000 D EXCESS LIAB CLAIMS-MADE N N 4029432498 06/0112012 06/01/2013 AGGREGATE $1,000,000 DED RETENTIONS 10,000 WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? E.L. EACH ACCIDENT (Mandatory In NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Certificate Holder City of Santa Ana it's officers, employees, agents, volunteers & representatives is included as additional insured as required by written contract but limited to the operations of the insured under said contract per the applicable endorsement with respect to the general liability and automobile liability policies. CERTIFICATE HOLDER -A?Inr„ ArI^kl City of ante na 20 Civic Center Plaza SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana, CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ®1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and to o are register marks ZZ,, ?o4Q6 ?s -?o Zt-n Q A)?,4tC,4, AGENCY CUSTOMER ID: LOC #: ACO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY CS&SINEW CENTURY INS SERVICES INC. NAMED INSURED GEOSPATIAL TECHNOLOGIES, INC. POLICY NUMBER 4029432498 CARRIER NAIL CODE EFFEcnvE DATE: 0610112012 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 (2010105) FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Insurance is primary and non-contributory per S13147082-C. -Wmw kAwWQI "I ® 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD