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HomeMy WebLinkAbout25I - AGMT - PD SOFTWAREREQUEST COUNCIL FOR ACTION CITY COUNCIL MEETING DATE: FEBRUARY 21, 2017 TITLE: AGREEMENT WITH TRITECH SOFTWARE SYSTEMS FOR ANNUAL SOFTWARE MAINTENANCE AND SUPPORT FOR THE POLICE DEPARTMENT'S CRIME ANALYSIS SOFTWARE ,/%%/ {%�STRATEGIC PLAN NO. 1, 5A} CITY MANAGER RECOMMENDED ACTION U CLERK OF COUNCIL USE ONLY: TIT0.0471W ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2°d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached one-year agreement with TriTech Software Systems, Inc., for the period of November 17, 2016 through November 16, 2017, for software maintenance and customer support in an amount of $5,150 subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On July 15, 2015, the City entered into agreement N-2015-131 with The Omega Group to provide software licensing, maintenance, support, and online services related to crime analysis. This included The Omega Group's CrimeView software, which enables the Santa Ana Police Department to search and analyze crime data. This agreement also included The Omega Group's CrimeMapping.com online service that makes crime incident information available to the public, thereby increasing communication and transparency. In February of 2016, The Omega Group was purchased by TriTech Software Systems. This software and online service is proprietary and owned by TriTech Software Systems, Inc. and can only be provided by this company. The Police Department wishes to execute a new one-year agreement with TriTech Software Systems, Inc. for $5,150. The Police Department has a separate $3,514,438.39 agreement with TriTech for the purchase, installation, and maintenance of a new integrated software system for Computer Aided Dispatch (CAD) / Records Management System (RMS). Due to TriTech's performance under the CAD/RMS agreement as well as past performance of The Omega Group, the Police Department is recommending approval of this software services agreement. 251-1 Agreement with TriTech for Software Maintenance February 21, 2017 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #5, Promote fiscal accountability to ensure financial responsibility at all/levels of the organization 5a, Continuously evaluate and assess fiscal aspect of service delivery to ensure that the Police Department provides programs and services efficiently and effectively. FISCAL IMPACT Funds for this agreement in the amount of $5,150 are available in Police Department's Information Services contract services account no. 01114425 62300 for the following fiscal years: FY 2016-17 3,433 FY 2017-18 1,717 Total 5,150 Carlos Rous Chief of Police Santa Ana Police Department Exhibit: 1. Agreement with TriTech APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez` Executive Director Finance and Mgmt. Services Agency 251-2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 17th day of November, 2016 by and between TriTech Software Systems, Inc., a California corporation (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 software maintenance and support for Crime ViewTM software as well as publishing criminal activity maps via the Internet, The software is used by the Police Department to provide a mechanism for crime analysis, crime mapping and to provide crime mapping to the public. B. The City entered into a Consultant Agreement with The Omega Group (N-2015-131) which had provided software for crime analysis and online services to the City. C. Consultant purchased the assets held by The Omega Group including the Crime ViewTM software and CrimeMapping.com website in February of 2016. D. Consultant represents that Consultant is able and willing to provide such services to the City. E. 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 provide telephone and remote service for CrimeMapping.com and Crime ViewTM software upon the City's request or for updates and software issues identified by consultant. In addition, Consultant will provide crime mapping to the public by way of an internet website. Consultant has provided the Software Support Terms that are attached hereto and incorporated herein as Exhibit "A". 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an amount that does not exceed $5,150 during the term of this Agreement. The Quote for the Services is attached hereto and incorporated herein as Exhibit "B". 1 251-3 b. Payment by City shall be made within thirty (30) 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. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2017, unless terminated earlier in accordance with Section 12, below. However, for continuity of service, the parties intended to have this agreement include services provided since November 16, 2016. 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 Consultant represents that all technical support and maintenance is conducted remotely or by telephone and that consultant will not send any of its employees to City's property. As a result, evidence of commercial general liability, worker's compensation, and automobile liability insurance are waived. Notwithstanding, in order for consultant to remotely access City's secure network, City requires the following insurance: a. Professional liability (errors and omissions) insurance,, with a combined single limit of not less than $1,000,000 per claim. b. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant 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 in form by the City Attorney. (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. 251-4 c. If Consultant 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 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability 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. 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. 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. 3 251-5 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 facsimile 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 With courtesy copies to: City of Santa Ana Police Department Attention: Chief of Police 60 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, California 92702 Fax (714)245-8090 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax(714)647-6515 To Consultant: Tritech Software Systems, Inc. 9477 Waples Street, #100 San Diego, CA 92121 Fax (858) 799-7317 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 facsimile, 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. 251-6 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 Consultant. 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 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 and any such assignment, transfer, delegation or subcontract without the Citys prior written consent shall be considered rntll 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 consultants retained by City. 12. TERMINATION This Agreement maybe terminated by either party upon thirty (30) days written notice of termination to the other party. 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, termhlation 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 and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. 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. s 251-7 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, continuing education, 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 the date and year first above written. EVw106 MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVAL O Ci tomey B Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOSROJAS Acting Chief of Police CITY OF SANTA ANA GERARDO MOUET Acting City Manager CONSULTANT TriTech Software Systems, BLAKE CLARK Chief Financial Officer 6 251-8 Exhibit "A" 251-9 -rR1-rECH SOF I k4iRE SYSTEMS SOFTWARE SUPPORT TERMS 1.0 DEFINITIONS TriTech Software Systems 9477 Waples Street, Ste. 100 San Diego, CA 92121 Phone: 858.799.7000 Fax: 858.799.7011 www.tritech.com 1.1 All capitalized terms used in this Addendum and not otherwise defined herein shall have the meanings given them in the Agreement, which section is incorporated by reference herein as though set forth in full. 2.0 TERM AND TERMINATION 2.1 The initial term of Software Support services provided under this Addendum shall. begin at first Go Live for the TriTech Software and end twelve (12) months thereafter. Software Support for subsequent annual terms shall be subject to renewal of this Addendum and payment of the renewal Software Support fees. Provided that notice of termination has not been provided in accordance with section 2.3 below, no less than thirty (30) days prior to the expiration of the then current support term, and no less thirty (30) days prior to each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Notice for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to, and agreement of the Client. 2.2 Either party may terminate this Addendum upon written notice to the other party in the event that (i) the other party fails to comply with any material term or condition of this Addendum, provided that such failure has not been cured within thirty (30) days receipt of written notice of such failure; or (ii) the other party's business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination; or (iii) written notice of termination for convenience is provided by Client within ninety (90) days' prior to the end of the then current support term. 2.3 Software Support fees are due and payable on an annual basis in advance. In the event that TriTech terminates this Agreement, TriTech shall refund a prorated portion of the Software Support fees paid by Client for the annual support period in which the Agreement is terminated. City of Santa Ana Police Department System Purchase Agreement Copyright © 2016 TriTech Software Systems - Confidential & Proprietary IQ Desktop Applications Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 13 251-10 3.0 SUPPORT FEE(S) 3.1 Following the initial term, either party may terminate this Addendum upon written notice to the other party ninety (90) days prior to the end of the then current annual support term. 3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client in writing no later than thirty (30) days prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fees shall not be due and payable by Client to TriTech until TriTech has submitted to Client a properly documented and executed Client voucher for such fees. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate of 5%. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period. 3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TriTech's principal place of business. Such expenses shall be paid by Client on receipt from of a properly documented and executed Client voucher for such expenses. 3.4 If Client ceases to keep this Addendum in force, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Payment of applicable fees for any additional services required to bring Client's system current, which fees shall be charged at TriTech's then current rates for such services, shall also be the responsibility of the Client. These services and fees must be approved by the Parties in advance of the services being delivered. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users. 3.5 TriTech remittance address is: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320-3223 3.5.1 Payments may be made by check, wire transfer; or Automated Clearing House ("ACH"). TriTech will provide banking information if Client requests to pay by wire transfer or ACH. 3.6 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other City of Santa Ana Police Department System Purchase Agreement Copyright © 2016 TriTech Software Systems — Confidential & Proprietary IQ Desktop Applications Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 13 251-11 such taxes based on the software or services provided under this Addendum, and/or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE OF CONDUCT 4.1 TriTech will provide support services as more fully described in Exhibit B. 4.2 Client shall appoint a principal point of contact with a level of knowledge of the TriTech Software and Client's computer environment to manage the reporting of Software Errors to TriTech in accordance with the Software Error Guidelines and Procedures set forth in Exhibit B. 4.3 TriTech and Client shall perform their obligations under this Addendum in a professional and ethical manner, and ensure a work environment free of unlawful harassment. Issues related to this provision shall be reported in writing by the reporting party's supervisor, manager, or executive as applicable to the other party's respective counterpart for applicable resolution. 5.0 SOFTWARE ERROR CORRECTION AND ACCESS 4.1 If, during the term of this Addendum, Client determines that Software Error(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall promptly notify TriTech pursuant to the guidelines and procedures described in Exhibit B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will manage the Software Error(s) in accordance with Exhibit B. If TriTech is unable to reproduce the Software Error at TriTech's facility, the Client will assist in the research of a support issue including logging or other diagnostic tools as provided by TriTech. TriTech will provide onsite assistance if the Client and TriTech determine that it is necessary for TriTech personnel to travel to Client's site to reproduce the error. If it is determined that reported problem was caused by the TriTech Software, TriTech will be responsible for its travel and related expenses for the onsite visit. In the event that the reported problem is determined to be the result of Equipment, Subcontractor Software or Hardware, or System Software, or is otherwise not attributable to the TriTech Software Client shall reimburse TriTech for its travel expenses incident to the on-site visit, as well as TriTech's labor related to the on-site visit at its then current hourly rates for technical support and engineering. 4.2 TriTech maintains a Security program for security managing access to Client data — particularly HIPAA and CJIS information. This includes 1) a Pre-employment background check, 2) security training required by Federal CJIS regulations, and 3) criminal background checks/fingerprints required by Federal or State regulations. TriTech will work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). City of Santa Ana Police Department System Purchase Agreement Copyright © 2016 TriTech Software Systems — Confidential & Proprietary IQ Desktop Applications Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 13 251-12 City of Santa Ana Police Department Copyright © 2016 ThTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States 251-13 System Purchase Agreement IQ Desktop Applications Page 4 of 13 4.3 If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff's job assignment. If the Client requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client's site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable TriTech Offices. This provision will apply during the duration of this Addendum. 6.0 SOFTWARE UPDATES 6.1 From time to time at TriTech's discretion, Updates to the TriTech Software and TriTech Documentation will be developed and provided to Client. All Updates to the TriTech Software and TriTech Documentation shall be subject to the terms and conditions of the Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new applications or separate modules or functions that are separately licensed and priced.) 7.0 LIMITATIONS 7.1 Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current general release version thereof that is offered to Client. If Client does not implement the most current general release version when it is made available, TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twelve (12) months thereafter. 7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses. 7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party. 7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other written instructions provided by TriTech, or by misuse or neglect. 7.3.3 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech City of Santa Ana Police Department System Purchase Agreement Copyright © 2016 TriTech Software Systems — Confidential & Proprietary IQ Desktop Applications Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 13 251-14 Documentation. (The procedures for loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Addendum.) 7.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements, or Client does not maintain the site and facility as specified in the TriTech Documentation. 7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up to date virus checking software in accordance with TriTech Documentation and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the TriTech System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus -free copy of the TriTech Software, and will, at its expense, reload said software on Client's Equipment. Client shall practice reasonable back-up procedures for the TriTech System in accordance with TriTech Documentation. 7.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software. 7.3.7 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software or Hardware), including but not limited to problems caused by changes in such Equipment or software. 7.4 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in Exhibit B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. TriTech shall not have any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Addendum, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 7.5 TriTech Software Support under this Addendum, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or City of Santa Ana Police Department System Purchase Agreement Copyright © 2016 TriTech Software Systems — Confidential & Proprietary IQ Desktop Applications Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 13 251-15 Equipment, or in any other hardware, firmware or software provided by third parties or Client ("Third Party Changes"). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes. 7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Addendum. Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. 7.7 Client is responsible for maintaining the required certifications for access to Client's state CHS system(s), NCIC and/or other local state, federal and/or other applicable systems. 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 8.1 Maintenance and support for Equipment provided under the Agreement, if applicable, is not included under this Addendum. However, since proper computer equipment maintenance is required for proper system operation, Client shall acquire and keep in force equipment maintenance agreements for the computer and peripheral equipment used to operate the TriTech Software, or to provide such maintenance in-house with qualified personnel. If Client determines that an item of Equipment provided under this Addendum does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Exhibit B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Exhibit B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that City of Santa Ana Police Department System Purchase Agreement Copyright © 2016 TriTech Software Systems - Confidential & Proprietary IQ Desktop Applications Unpublished: Rights reserved under the copyright laws of the United States Page 7 of 13 251-16 generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O/S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 9.0 LIMITATION OF LIABILITY 9.1 The total liability of TriTech for any claim or damage arising under this Addendum 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 Addendum by Client to TriTech 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 TriTech's insurance carrier(s), the coverage limits of such insurance. 9.2 IN NO EVENT SHALL TRITECH BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON-USE OF THE TRITECH SOFTWARE, OR OTHERWISE RELATED TO THIS ADDENDUM, REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 10.0 SEVERABILITY 10.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Addendum is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Addendum, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Addendum so adjudged to be invalid or unenforceable. 11.0 FORCE MAJEURE/EXCUSABLE DELAY 11.1 Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. City of Santa Ana Police Department Copyright © 2016 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States 251-17 System Purchase Agreement IQ Desktop Applications Page 8 of 13 12.0 CONSTRUCTION AND HEADINGS 12.1 The division of this Addendum into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. 13.0 WAIVER 13.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Addendum shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. 13.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of or excuse for any other, different or subsequent breach. 14.0 ENTIRE AGREEMENT 14.1 This Addendum and its Exhibits or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Addendum and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Addendum. 15.0 APPLICABLE LAW 15.1 Except to the extent that this Addendum is governed by the laws of the United States, this Addendum shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law provisions. 16.0 ASSIGNMENT 16.1 Neither party may assign this this Addendum without the prior written consent of the other party which consent shall not be unreasonably withheld. City of Santa Ana Police Department Copyright © 2016 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States 251-18 System Purchase Agreement IQ Desktop Applications Page 9 of 13 17.0 NOTICES 17.1 All notices required to be given under this Addendum shall be made in writing by (i) first-class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e-mail followed immediately by first-class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. To Client: 18.0 Modifications To TriTech: TriTech Software Systems 9477 Waples Street, Ste. 100 San Diego,CA 92121 Attn: Contracts 18.1 This Addendum may be modified or amended only by a writing duly executed by both Parties. City of Santa Ana Police Department Copyright © 2016 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States 251-19 System Purchase Agreement IQ Desktop Applications Page 10 of 13 Exhibit B — Support Guidelines Remote Connectivity 1. Technical Support will be performed through a remote connection. 2. TriTech recommends a VPN or Citrix's GoToMyPC or GoToAssist for remote connections. TriTech will be moving to Bomgar in the future for remote connections. 3. If the client is unable to provide a high speed remote connection, a fee will be incurred based on the additional time required for troubleshooting the support request. Support Hours Technical support phone hours are during the days of Monday through Friday, from 7AM to 5:30PM PST. Support is not available during the weekend. All calls should be directed to (800)228-1059 extension 117 or email requests to Omega-Support@TriTech.com. It is TriTech's intent to respond to all technical support requests within the first 24 hours of request during normal business hours. City of Santa Ana Police Department Copyright © 2016 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States 251-20 System Purchase Agreement IQ Desktop Applications Page 11 of 13 Addendum to TriTech Maintenance Program: Desktop Basic Support Plan The Basic Support Plan is intended to provide on-going software support for the original configuration of the TriTech DesktoR product. This support plan includes the following: • TriTech software updates (minor) o Compatibility with the current AreGIS release o Updates for the TriTech Desktop software routines / functionality o Hotfixes • Assistance with the setup of TriTech Desktop on a new server and/or user's computer. • Provision of the current TriTech Desktop tutorial (digital format) • Diagnosis of TriTech Desktop software issuesi • Resolution of TriTech Desktop software errors • Diagnosis of Configuration issues • Resolution of Configuration errors • Saved Query Updates o Clients are entitled to two (2) saved query updates annually o Saved Query updates are by client request when new query values are made available The Basic Support Plan is NOT intended to provide services for the following tasks: Under the Basic Support Plan, the following requests for service will incur an additional cost: • Change RMS/CAD vendor(s) • RMS/CAD database schema updates (field length, type, size... table name change, etc...) • Lookup table updates (code/description) • Crystal Report updates • GIS source file updates • Geocoding rate enhancement • Re -import of historical data • Change the GIS format (Shapefile, Personal Geodatabase, File Geodatabase, ArcSDE Geodatabase, etc...) of the reference data or Import Wizard output data. ' "Software issues" include technical questions that are directly related to the TriTech Desktop software. "Software issues" do not include training -related questions. 2 `Software errors" include software problems that impede the successful completion of an TriTech Desktop routine (i.e. software bug and/or error message). ' "Configuration Issues" include questions that are directly related to the TriTech configuration files. "Configuration issues" do not include training -related questions. ' "Configuration Errors" include any mis-configuration of the original TriTech Desktop product that would impede the successful completion of an TriTech Desktop routine (i.e. error message). 5 Saved query updates are limited to the saved queries groups included within the original application configuration and based on the original source field. Adding a new saved query group(s) or changing the source field will incur an additional cost. City of Santa Ana Police Department System Purchase Agreement Copyright © 2016 TriTech Software Systems — Confidential & Proprietary IQ Desktop Applications Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 13 251-21 • Add/remove Import Wizard profile fields • GIS editing • Other source file integration • Additional profiles • Consulting "Configuration Files" include the following: 1. The TriTech Import Wizard's profile configuration a. SQL Statement b. Composite fields c. TriTech GIS fields d. Lookup fields e. Data cleaning I. Spatial query g. Address locators h. Standardization fixes i. Geocoding steps j. Preferences k. Output steps 2. The TriTech Import Wizard job configuration (including scheduled task) 3. Crystal Reports 4. GIS and/or other data 5. Map configuration (.mxd & .mxt) 6. Cyclical Reports 7. Threshold Alerts City of Santa Ana Police Department Copyright © 2016 TriTech Software Systems — Confidential & Proprietary Unpublished: Rights reserved under the copyright laws of the United States 251-22 System Purchase Agreement IQ Desktop Applications Page 13 of 13 Exhibit `B" 251-23 )))"rR17E=-CH SOFTWARE SYSTEMS 9477 Waples St, Suite 100 San Diego, CA 92121 Bill To: Santa Ana Police Department 60 Civic Center Plaza Santa Ana CA 92702 Quote,;, 10395 1/11/2017 haje? `'1 Please Note New Remit -to Address: Tritech Software Systems P.O. Box 203223 Dallas, TX 75320-3233 Ship To: Santa Ana Police Department 60 Civic Center Plaza Santa Ana CA 92702 `-Purchase Order No. Customer ID '. salesperson ID k Shi "in Method Pa ment Terris Re ShipDate Master No. CA305-O Net 30 Days 1/11/2017 46,988 :Ordered i Shipped -:`BIO Item Number=Descrf tionUnit Prfce EXt. Price 1.00 5.00 1.00 1.00 0.00 O-CRIMEMAPPING CrimeMapping.com 5.00 0.00 0 -CV DESK ADD'L LIC MAU CrimeView Desktop Addt'I License Maintenance 1.00 0.00 O -CV DESK MAINTENANCE CrimeView Desktop Maintenance Term: 11/17/16 to 11/16/17 $1,200.00 $150.00 $3,200.00 $1,200.00 $750.00 $3,200.00 Subtotal- $5150.00 Mise 0.00 Taz. Freight -Trade Discount... Total $5 150.00 251-24