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HomeMy WebLinkAboutTriTech Software Systems 1City of Santa A" -a a + Clerk of the Cowicil AGREEMENT TERMINATION FORM Please complete this form when the atfached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with Trifech Software COTC Office Use No.( : A-2008-331 was completed on 91 ijand final payment has been made. AA amendments. Use space below if needed.) -A -- R -fie�q$�i6a A- Iggq - 201 ---- Department:t A-[449-1q6 A-Z001-2SS - 2040 -0l$ A - 26o j- -igl -I Phone/Pxf.: <— A-2.000-Q2 11-20a2-203 A -zoo3-25 Signature: F � - 2.005 -014- T � A- 20o4 Dole: ReV[sed 08-23-10 A-2005-074 SOFTWARE SUPPORT AGREEMENT Fj,uir}iS011 THIS AGREEMENT, made and entered into this tday of 41rt 1 2005, by and between TriTech Software Systems (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. The City desires to retain a consultant having special skill and knowledge in the field of computer software support and maintenance for a VisiCAD Computer -Aided Dispatch System (annual software support and maintenance) for the City's Fire Department. B. Consultant has provided said services to City and represents that it is able and willing to continue to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant 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 Consultant shall perform those services as set forth in Exhibit A, TriTech Support Services Renewal, to this Agreement, and in accordance with the Software Support Agreement between the City and Consultant the terms and conditions of which are incorporated by reference in such Exhibit A as though set forth in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $97,251.00 during the term of this Agreement, provided that the City does not increase the number of software licenses on which the annual support fee is based. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City, subject to City accounting procedures. 3. TERM This Agreement shall commence on the date first written above and terminate on October 31, 2005, unless terminated earlier in accordance with Section 12, below. The parties acknowledge that this Agreement is intended to include all software support services commencing on the termination of the previous agreement between the parties — November 1, 2004. The term of this Agreement may be extended upon a writing executed by the Fire Chief and the City Attorney, and Consultant. 4. INDEPENDENT CONTRACTOR Consultant 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. 5. INSURANCE Due to the nature of the work to be performed by Consultant for City, insurance shall not be required — work is performed off site. 6. INDEMNIFICATION 6.1 Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability to the extent of Consultant's fault or negligence: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their 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 Consultant 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. 6.2 The total liability of Consultant for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Agreement by the City to Consultant for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by Consultant's insurance carrier(s), the coverage limits of such insurance. 6.3 IN NO EVENT SHALL TRITECH BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON-USE OF CONSULTANT'S SOFTWARE, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER CONSULTANT HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant 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. 9. 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 telefacsimile 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 telefacsimile (714) 647-6956 With courtesy copies to: Fire Chief, Santa Ana Fire Dept. 1439 S. Broadway Santa Ana, California 92702 telefacsimile (714) 647-5779 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: TriTech Software Systems 9860 Mesa Rim Road San Diego, CA 92121 Attn: Michael Nabors Telefacsimile (858) 799-7010 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 telefacsimile, any notice, tender, demand, delivery, or other 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement and Exhibit A represent the complete and exclusive statement between the City and Consultant, and supersede any and all other agreements, oral or written, between the parties with respect to the provision by Consultant of annual software support services to the City. 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 Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor 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 are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City, which shall not be unreasonably withheld, and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, except in the case of merger or acquisition by a third party of all or substantially all of the assets or stock of Consultant. Any permitted assignee under this provision shall execute and agree to be bound by the terms and conditions of this Agreement. 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 consultants retained by City. 12. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice to the other party of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant 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 Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. "Work Product" shall not include TriTech software, documentation or updates to the TriTech software, which are licensed to the City. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. PROFESSIONAL LICENSES Consultant 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. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the date of .2005. Clerk of the Council CITY OF SANTA ANA DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: ix" in_ii114 Lau$a Sheedy CONSULTANT Assistant City Attorney TRITECH1,P4E $ c S ys i s n s I� (Name) C (Title) Or e y. de, f, C t Tax ID# q j 7 y Dec714-04 12:09 TriTech Software Systems 858 799 7012 P-03 "Try Teeh Support Set -vices Renewal Agreement Santa Ana Fire Department Client agrees to renew- its Software Support Agreement dated September 1'495, the terms of which are incorporated by reference herein as though sat forth in full, and according to the terms and conditions included hcreim '['his Support Renewal .Agreement and applicable support fees must be signed, paid and returned by November I S, 2004 to avoid any interruptions in the Technical Support Services provided bg Tri Tech. The support period for this Support Renewal Agreement begins on November1, 2004 and expires on (mober 307 2005. Payment of $97.25 t,00 fin- this period is due by November i S, 2004 Forty Support Renewal Program Client desires to participate in Tri Tee h's early support renewal prograrn and agrees to pay its Support Renewal Pee by October 18, M04 in order to be eligible for one of the following payment Options (chick aline): _ Singie annnsl payment of CiSG $9d,$38.4h (includes a 2't,e'ia discount, muse I>e paid by October I8, 200A) _ Four (4) quarterly payments of t.SLy 43�1,31?.75 totaling tJSE7 $97.271.00. (F'irst guar#erly payment must be recaivui by ttcrc>ber 18, 2(1t1=t. if subsequent payments are not received by the beginning of the applicable quarter, support services will be suspended until paid_) if payment fi>r either of the above options is not received by October 18, 2004, Client must pay the full Support Rcttewa! Fee in the amount of USDS9?,251.00. The discount option does not apply to Escrow turd (IM' Fees, Escrow and GD'T hies are calculated separately and added to your annual support fee. Payment For your convenience, we have enclosed an invoice for the full annual Support Renewal Fee. When you remit payment with this signed Support Renewal Agreement for either the annual payment with discount, or the first of the four quarterly payments, we will adjust the invoice accordingly, tjnlcss otherwise stated in your support agreement. if paymcnt is not received by Novc:utlter i 8, 2004, Client agnecs to pay a reinstatement fee equivalcnt to one percent (1°/per month of the total Support Renewal Fce, pro -rated for any partial month, in order to re-establish support services. Now. tsits visit as a part of true Supp<rrt Program. EXH'r A D,it�.c714-04 12:10 TriTech Software Systems 858 799 7012 I he Support Renewal Agreeniant for'Fri l'cch Support Sary ices is based upon the following "1'riTech SOtl Ware iconsos solliWARF'. Nt'haiSF;R OV IC.SeS FAL.UG FEL VWCAD Fire/EMS Serer Software 1 47,000 8,930 VisiCAO Back-up Serer Software 1 22,000 4,180 VisiCAD Frre1EMS Workstation Software 6 177,600 33,744 EMS Visil_ite Software 1 950 181 E911 Interface Software 1 13,000 2,470 Alpha Numeric Paging Interface Software 1 4,500 855 MST Interface Software 1 4,500 855 SIMMS Radio Interface Software 1 14,000 2 660 Enhancement for SIMMS II Interface Software 1 45.000 8.550 CAD to Station Printer Software 1 6,250 i,188 CFIRS Interface Software 1 6,500 1,235 Pro QA Interface Software 1 11,600 2,204 Vis CAD Fire RMS Interface Software 1 20,000 3,600 VisiNET Fire RMS Enterprise Software 1 128,260 25.650 Escrow Fee: 750 Licenses Subject to 19% Renewal Fee $601,160 $97,251 The Suonort Rene val I ee ittcttt fcs a $750 Escrow Fee, ACCH'-f SD AND AGREED; 'SAN I -A ANA I IR1i Signature I'rmted Nsme Fltlr C7ittc Tlll'rECl1 SOFTWARF, SYSTEMS Michael 0. Nabors Vice President of Operation 'foie. in 7bi'01 i H ech 8ufhvare S5'Sicim disconGntlad the tiller. day site visit as a part ot the Supprrrt Pa gran. 04/07/2005 11:48 7146475779 SANTA ANA FIRE DEPT PAGE 01/01 A - 20(Ic-, - G-74 ACORDS CER`f'WICATE OF INSUM.K.E DATE :01170os PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Barney 8 Barney, LLC - CA License No. 0003950 CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Barney $ Barney, Inc, - CA License No. OC24310 POLICIES BELOW, P.O. Box 85638 COMPANIES AFFORDING COVERAGE San Diego, CA 92186-SG38 COMPANY A AMWINS - Lexington Insurance Co. LETTER g INSURED COMPANY B Hartford - Hartford Casualty Insurance Co. LETTER TRITECH SOFTWARE SYSTEMS, INC. 9860 MESA RIM ROAD COMPANY C Carpenter Moore - AXIS Specialty Ins. Co. LETTER SAN DIEGO, CA 92121 COMPANY D NO COVERAGE ON THIS DOCUMENT LETTER COMPANY E NO COVERAGE ON THIS DOCUMENT LETTER COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REOUIREMENT, TERM OR. CONDITION OF ANY CONTRACT 03 OTHER DOCUMENT WITH RESPECT TO WHICH THS CERTIFICATE rAAY BE, ISSUED OR MAY PERTAIN, `fHE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EkCLUSIONS AND CON01'IONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTA TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE INMYDDm1 POLICY EXPIRATION GATE IMAVOM'YI LIMITS GENERAL LIABILITY GENERAL AGGREGATE $2.000.000 ® COMMEROIAI, GENERAL LIABILITY PROOUCTS-COMPIOP AGG S2 000,000 A ❑ CLAIMS MADE ® OC ❑ OWNER'S A CONTRACTOR'S Pf UP, OT PERSONAL A AOV. INJURY Si 000,000 EACH OCCURRENCE 31000.000 ❑ 113.6431 03121/05 03/21/06 FIRE DAMAGE Any we nrc) $50,000 MI EXPENSE (Any One Peffw) $0 AUTOMOBILE LIABILITY COMBINED SINGLE ® ANY AUTO LIMIT $1.0130,000 ❑ ALL OWNED AUTOS BODILY INJURY O ❑ SC11EOULEO AUTOS 30UEG703160 02/01/05 02/01/06 Me, Ovum) $ ❑ HIRED AUTOS BODILY INJURY ❑ NON-OWNEDAUTOS (AgI rCCIJDnI) $ ❑ GARAGE LIABILITY rROPBRTY DAMAGE $ E%CESS LIABILITY EACH OCCURRENCE $4,000,OOD A ❑ 1,IMARF.,I.I.4 FORMill 164-4404 03/21105 03/21108 AGGREGATE $4,ODO,000 ® OTHER THAN UMRR.dI,LA FORM ❑ YIATUTOAY LIMITS WORKERS'COMPENSATION EACNACCIDENT $ AND DISEASE -POLICY LIMIT S EMPLOYERS' LIABILITY DISEASE,. F,ACH FMPI.OYFE $ OTHER $2,000.000 UnInd C TECHNOLOGY EAO LIABILITY ACN620309 OW22105 03/22/06 )Claims MI OESCRIPTION OF OPERATIONSAOCATIONSIVEHICI.E5ISPECIAL ITEMS :,,'PROVED AS TO FORM CERTIFICATE HOLDER CELLAT1 ( J 1.a Ara Shit eedy, SHOULD ANY 0:' IF, PROVE DESCRIBE POLICIES BE CANCELLED BEFORE THE City Of Santa Ana y�+, 2i 01. Ci Fire Administration Fire Dept. Attorney E%PIRATION GATE THEREOF, THE ISSUING COMPANY MMrFNRP�rlwp MAIL ]O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LErT, Attn. Roberta Briones MPOSEIFO'BASNMTNiN 01ltiABR1TT 1439 South Broadway Santa Ana, CA 92707 AUTHOMMORF.PRFSENTATIVE Y10I 1z X011, 1CORD 2$-S (7190) GACORO CORPORATION 1990