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HomeMy WebLinkAboutGEOSPATIALTECHNOLOGIES INC. 1B -2010INSURA?+, WORK MAti P L u UNTiLN,c` RA ; st:2? C CLERK C '"C` A_A ?.Z _ 2 z-t C7 C (K l i C1. ?p cl° 6 %3 SECOND AMENDMENT TO AGREEMENT A-2010-241 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. 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, ,j By: Meli sa . Crosthwaite Deputy City Attorney GEOSPATIAL TECHNOLOGIES, INC. l Hong Chou Chief Technology Officer RECOMMENDED FOR APPROVAL: PAUL M. WALTERS Chief of Police Santa Ana Police Department ('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 ('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. 111. SYSTEM MODIFICATION Santa Ana Police Department ('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 Santa Ana Police Department ('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. Santa Ana Police Department ACORD CERTIFICATE OF LIABILITY INSURANCE DaT YY) 04/21110 PRODUCER CS&S/BROWN & BROWN OF CALIFORNIA IN THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION , PO BOX 946580 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Maitland, FL 32794-6580 1 8 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. - 66-883-7159 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Conti nenta Casualty Company 20443 GEOSPATIAL TECHNOLOGIES, INC. INSURER B: 3130 S HARBOR #430 INSURER C: SANTA ANA, CA 92704 INSURER D: nnv?n w i+,-n INSURER E: THE POLIC ES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING . I ANY REQUREMENT, 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MWDD/YY) DATE (MWDD/YY) LIMITS A X GENERAL LIABILITY 2076875527 06/01/10 06/01/11 EACH OCCURRENCE $ 1,000,000 X COMMERCIALGENERALLIABILITY DAMAG ET RENTED D I IS PREMES (Ea occur . $ 300,000 CLAIMS MADE Z OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1 000 000 1 . GENERAL AGGREGATE $ 2 000 000 , . GEN 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMP/OP AGG $ 2,000,000 PRD- Fx] P I 1 OL CY JECT LOC A AU TOMOBILE LIABILITY 2076875527 06/01/10 06101/11 COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ X HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO EA ACC $ OTHER THAN AUTO ONLY: AGG $ A EXCESSIUMBRELLA LIABILITY 2088129498 06/01/10 06/01/11 EACH OCCURRENCE $ 11000.000 X OCCUR FICLAIMS MADE AGGREGATE $ 1.000.000 $ DEDUCTIBLE $ X RETENTION $ 10,000 FQR 1 11 $ WORKERS COMPENSATION AND W A U- EMPLOYERS' LIABILITY n Jr TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EL. EACH ACCIDENT $ It yes, describe under E.L. DISEASE - EA EMPLOYEE $ SPECIAL PROVISIONS below I CgosT E.L. DISEASE- POLICY LIMIT $ - OTHER Deput City Attorney TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ LIMIT $ DESCRIP FOP RATINS LOCATIONS/ VEHICL EXCLUSIONS SPECIAL PROVISIONS E.L DISEASE - PO LICY Certificate Holder is Named as Additional Insured - Owners, Lessees or Contractors. CERTIFICATE 14n1 nFR City of Santa Ana Police Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION, DATE THEREOF , THE ISSUING INSURER WILL ENDEAVOR TO MAIL %0- DAYS WRITTEN 20 Civic Center Plaza NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Santa Ana, CA 92701 REPRESENTATIVES. REPRESENTATIVE ?` "? `? ``?? ""°j 0 ACORD CORPORATION 1988, IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. AM51b.:i (2001/08) GEOSTEC-02 DELU ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE( YYYY) 3/201 2/3/2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Automatic Data Processing Insurance Agency, Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1 ADP Boulevard HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Roseland, NJ 07068 INSURERS AFFORDING COVERAGE NAIC # INSURED Geospatial Technologies Inc. INSURER A: Employers Compensation Ins Co 3130 S. Harbor Blvd. INSURER B Suite 430 INSURER C: Santa Ana, CA 92704 INSURER D: INSURER E. COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN LTR SR DD'L TYPE F INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY1 POLICY EXPIRATION DATE (MMIDDIYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES Ea occurence $ CLAIMS MAD 0 E OCCUR MED EXP (Any one person) $ PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ POLICY PRO-- LOC JECT F7 AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS APPRO AS FO M (Per person) HIRED AUTOS NON-OWNED AUTOS J/ BODILY INJURY (Per accident) $ PROPER TY DAMAGE $ (Per accident) GARAGE LIABILITY / ? W L? ITE AUTO ONLY-EA ACCIDENT $ ANY AUTO . ., My Attorney OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR F1 CLAIMS MADE AGGREGATE $ $ H DEDUCTIBLE RETENTION $ $ WORKERS COMPENSATION AND X WC STATU- OTH- E P ' TORY LIMITS ER A M LOYERS LIABILITY ADP033186305 1122/2010 1/22/2011 1000000 0 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT . $ OFFICER/MEMBER EXCLUDED? If es d ib d E.L. DISEASE - EA EMPLOYE $ 1000000.0 , y escr e un er SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT 1000000.0 $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS l.,MV4L CLLA 1IVN City of Sanata Ana Police Department 20 Civic Center Plaza Santa Ana, CA 92701- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED P%..vr-.u ca (cvv I/uo) © ACORD CORPORATION 1988