HomeMy WebLinkAbout25D - AGMT - PD SOFTWAREY
REQUEST FOR
COUNCIL ACTION ;us.
CITY COUNCIL MEETING DATE:
OCTOBER 3, 2017
CLERK OF COUNCIL USE ONLY:
TITLE: APPROVED
APPROVE AN AGREEMENT WITH
❑ As Recommended
GEOSPATIAL TECHNOLOGIES, INC.
❑ As d
[I ordinanceon 1� Reading
TO PROVIDE ANNUAL SOFTWARE
❑ Ordinance on 2 n Reading
MAINTENANCE AND SUPPORT FOR
❑ Implementing Resolution
CRIMEMAP {STRATEGIC PLAN NOA,
❑ Set Public Hearing For
3a}
CI ANAGER
RECOMMENDED ACTION
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the attached one-year agreement
with GeoSpatial Technologies, Inc. for software maintenance and customer support, for the
period of August 3, 2017 through August 2, 2018, in an amount not to exceed $10,500, subject to
non -substantive changes approved by the City Manager and City Attorney.
CrimeMap enables the Santa Ana Police Department to search and analyze crime data. On
August 3, 2009, Council approved agreement A-2009-118 with GeoSpatial Technologies, Inc. to
license the CrimeMap system and provide software maintenance and support. On April 7, 2015,
City Council approved agreement A-2015-043 to provide CrimeMap system licensing and
software maintenance/support for the period of April 7, 2015 through August 2, 2017. The Santa
Ana Police Department wishes to execute a new one-year agreement with GeoSpatial
Technologies, Inc. for a total not to exceed $10,500.
The CrimeMap software is proprietary and owned by GeoSpatial Technologies, Inc. and can only
be serviced by this company. The Police Department has a separate agreement with GeoSpatial
Technologies for the maintenance and support Department's automated vehicle location system
in the .amount of $25,898. The recommended action will allow for continuous service to the
Santa Ana Police Department.
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #1 Community Safety, Objective #3, Promote
fiscal accountability to ensure financial responsibility at all levels of the organization, Strategy 3a,
Continuously evaluate and assess fiscal aspect of service delivery to ensure that the Police
Department provides programs and services efficiently and effectively.
25D-1
Agreement with GeoSpatial Technologies, Inc.
October 3, 2017
Page 2
FISCAL IMPACT
Funds for this agreement are available in Police Department's Information Services contract
services account (no. 01114425 62300). All funds will be expended in FY 2017-18.
D�iavtd in
Acting Chief of Police
Santa Ana Police Department
APPROVED AS TO FUNDS AND ACCOUNT:
Francisco Gutierrez uXL
Executive Director
Finance and Mgmt. Services Agency
Exhibit: Agreement with GeoSpatial Technologies, Inc.
25D-2
SOFTWARE MAINTENANCE AND SITE LICENSE AGREEMENT
THIS AGREEMENT is made and entered into this 3rd day of August, 2017 -by and between
GeoSpatial-Technologies, Inc., a California Corporation (hereinafter "GST"), and the City of Santa
Aria, a charter city and municipal corporation organized and existing under the Constitution and
laws of the State of California ("City").
RECITALS
A. The City desires to retain GST to maintain and license crime mapping software and also to
provide a license agreement for this software. GST represents that it is able and willing to
provide these services.
B. GSB represents that it is the owner of the GST CrimeMap Pro Software, GST CrimeMap
Lite Software, and GST CrimeMap Mobile Software and, as such, it is the only company
able to maintain 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 will be performed
in compliance with such standards as may reasonably be expected from a professional
consulting firm in the field.
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 during the term of this Agreement, the tasks and obligations including
all labor, materials, tools, equipment, and incidental customary work required to fully and
adequately complete the services described and set forth in Scope of Services - Exhibit A, attached
hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and GST agrees to accept as total payment for its services for City,
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 not be more than $10,500.
b. Payment by City shall be made within 45 days (forty-five) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
Page 1 of 10
25D-3
3. TERM
This Agreement shall commence on the date first written above for one year. unless'
terminated earlier in accordance with Section 14, below.
5. INDEPENDENT CONTRACTOR
GST shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be
construed to create an employer-employee relationship, a joint venture relationship, or to allow the
City to exercise discretion or control over the professional manner in which GST performs the
services which are the subject matter of this Agreement; however, the services to be provided by
GST shall be provided in a manner consistent with all applicable standards and regulations
governing such services. GST shall pay all salaries and wages, employer's social security taxes,
unemployment insurance and similar taxes relating to employees and shall be responsible for all
applicable withholding taxes.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, GST shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. GST shall maintain commercial general
liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to
protection against claims arising from bodily and personal injury, including death
resulting therefrom and damage to property, resulting from any act or occurrence
arising out of GST's operations in the performance of this Agreement, including,
without limitation, acts involving vehicles. The amounts of insurance shall be not
less than the following: single limit coverage applying to bodily and personal
injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such
insurance shall (a) name the City, its officers, employees, agents, and
representatives as additional insured(s); (b) be primary and not contributory with
respect to insurance or self-insurance programs maintained by the City; and (c)
contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, GST, if GST has any employees, is required to be insured
against liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, GST agrees to
obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If GST is or employs a licensed professional such as an architect or engineer
Page 2 of 10
25D-4
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
C. The following requirements apply to the insurance to be provided by GST pursuant
to this section:
i. GST shall maintain all insurance required above in full force and effect for
the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. GST shall supply City with a fully executed additional insured
endorsement.
f. If GST fails or refuses to produce or maintain the insurance required by this section
or fails or refuses to furnish the City with required proof that insurance has been
procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
GST's right to be paid for its time and materials expended prior to notification of
termination. GST waives the right to receive compensation and agrees to indemnify
the City for any work performed prior to approval of insurance by the City.
7. INDEMNIFICATION
GST agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the GST, its subcontractors, agents, employees, or other persons acting on
its behalf which relates to the services described in section 1 of this Agreement; and (2) from any
claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is
due by reason of the terms of or effects arising from this Agreement. This indemnity and hold
harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The GST further
agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees
and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent GST's services are subject to Civil Code Section 2782.8, the above indemnity shall
be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the GST.
Page 3 of 10
25D-5
8. RECORDS
GST shall keep records and invoices in connection with the work to be performed under
this Agreement. GST shall maintain complete and accurate records with respect to the costs
incurred under this Agreement and any services, expenditures, and disbursements charged to the
City for a minimum period of three (3) years, or for any longer period required by law, from the
date of final payment to GST under this Agreement. All such records and invoices shall be clearly
identifiable. GST shall allow a representative of the City to examine, audit, and make transcripts
or copies of such records and any other documents created pursuant to this Agreement during
regular business hours. GST shall allow inspection of all work, data, documents, proceedings, and
activities related to this Agreement for a period of three (3) years from the date of final payment
to GST under this Agreement.
9. CONFIDENTIALITY
If GST receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, GST agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to
exercise the same degree of care it uses to protect its own information of like importance, but in
no event less than reasonable care. "Confidential Information" shall include all nonpublic
information. Confidential information includes not only written information, but also information
transferred orally, visually, electronically, or by other means. Confidential information disclosed
to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The
foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has
been disclosed in publicly available sources; (b) is, through no fault of the GST disclosed in a
publicly available source; (c) is in rightful possession of the GST without an obligation of
confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
developed by the GST without reference to information disclosed by the City.
10. CONFLICT OF INTEREST CLAUSE
GST covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
11. DISCRIMINATION
GST shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
law, in the recruitment, selection, training, utilization, promotion, termination or other employment
related activities. GST affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
Page 4 of 10
25D-6
12. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
GST, and supersedes any and all other agreements, oral or written, between'the parties. In the
event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of GST. The parties agree that any terms
or conditions of any purchase order or other instrument that are inconsistent with, or in addition
to, the terms and conditions hereof, shall not bind or obligate GST or the City. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
embodied herein.
13. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of GST, GST
may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's
prior written consent shall be considered null and void. Nothing in this Agreement shall be
construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other GSTs retained by City.
14. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, GST shall be entitled to receive and the City shall pay GST
compensation for all services perfonned by GST prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require GST to deliver
to the City all work product(s) completed as of such date, and in such case such
work product shall be the property of the City unless prohibited by law, and GST
consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of
perfonnance specified in the Recitals of this Agreement.
15. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by
the provisions of this Agreement shall be effective unless it is in writing and signed by the party
waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy
shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor
shall any waiver constitute a continuing waiver unless the writing so specifies.
Page 5 of 10
25D-7
16. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
17. PROFESSIONAL LICENSES
GST shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and
required by the laws and regulations of the United States, the State of California, the City of Santa
Ana and all other governmental agencies. GST shall notify the City immediately and in writing
of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions.
Said inability shall be cause for termination of this Agreement.
18. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement. Where any terms or language within the
attached exhibits conflict with this Agreement, the language of this Agreement shall
be controlling.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
25D-8
Page 6 of 10
With courtesy copies to:
Chief of Police
Santa Ana Police Department
20 Civic Center Plaza (M-96)
P.O. Box 1988
Santa Ana, California 92702
To GST:
Mr. Hong Chou
GeoSpatial Technologies, Inc.
10055 Slater Ave., Ste 214
Fountain Valley, CA 92708
Fax: 714-861-7032
Sonia R. Carvalho
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-6515
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
--remainder ofpage intentionally left blank, signature page to folloly--
Page 7 of 10
25D-9
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
APPROVED AS TO FORM:
SONIA R. CARVALHO
City
'to
By t�
Ta ara Bogosian
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David A. Valentin
Acting Chief of Police
Santa Ana Police Department
CITY OF SANTA ANA
Cynthia J. Kurtz
Interim City Manager
GEOSPATIAL TECHNOLOGIES, INC.:
Hong Chou
Chief Technology Officer
25D-10
Page 8 of 10
EXHIBYr A
SCOPE OF SERVICES
25D-11
Exhibit A - Software Agreement
with GeoSpatial Technologies, Inc.
('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 August
3. 2017 to August 2. 2018, 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.
I. 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 '/z 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.
25D-12
('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.
(lc) 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 detennines 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
25D-13
('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
25D-14
('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
institutedmore than one (1) year after the event giving rise to such action or claim.
25D-15
EXHIBIT B
COMPENSATION
Fee Proposal including hourly rates if applicable
Page 10 of 10
25D-16
Exhibit B - Software Agreement with
GeoSpatial Technologies, Inc.
GST
GeoSpatial Teclvnologies, Inc.
Quote For
Santa Ana Police Department
10055 Slater Ave. Ste. 214
Fountain Valley, CA 92708
Phone: (714) 861-7033
Fax: (714)861-7032
7/3/2017
GST Public Safety System
The following AMF items cover the following coverage 0 810 312 01 7 to 0810212018
GST Part Number Description
QTY I Unit price Amount
Service SRV-SW-AMF 1. GST CrimeMap Pro Software Site License
1 $ 10,500.00 $ 10,500.00
2. GST CrimeMap Lite Software Site License
3. GST CrimeMap Mobile Software Site License
Service Tota
$ 10,500.00
Grand Total (Service)
$ _ - 10;500.00
Note:
1 AMF paid client is entitled to technical support, both email and telephone (M -F, 9:OOAM-5:30PM, PST),
bug fixes and free software upgrades through the year, and discounts for GSTs training programs and customization.
2 Price stated above Is good for ninety (90) days from date of this quotation.
3 Payment Terms:
AMF payment is due prior to the commencement date of new coverage period.
25D-17
25D-18