1 FOURTH AMENDMENT TO THE HITECH SYSTEMS, INC.
NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT
MASTER LICENSE AGREEMENT NUMBER: SN93110111-0
THIS FOURTH AMENDMENT TO THE HITECH SYSTEMS, INC. NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT MASTER LICENSE AGREEMENT NUMBER:
SN93110111-0 ("Fourth Amendment") is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Hitech Systems, Inc., a California corporation ("Consultant" or "Contractor").
WHEREAS, on November 1, 1993, the parties originally entered into the Hitech Systems, Inc. Non-Exclusive Software License Agreement Master License Agreement Number:
SN93110111-0 (the Agreement"); and
WHEREAS, on April 1, 1994, the parties entered into the Hitech Systems, Inc. Software Maintenance and Support Services Agreement (the "Support Services Agreement") to provide support and maintenance services for the modules and products provided under the Agreement; and
WHEREAS, from April 1, 1994 to the June 16, 2015, the parties entered into work orders incorporating certain modules into the Agreement and the Support Services Agreement; and WHEREAS, on June 16, 2015, the parties entered into the First Amendment to the Agreement (“First Amendment”) to procure certain hardware components and increase the payment by $94,478.06 for the corresponding services; and WHEREAS, on December 8, 2020, the parties entered into the Second Amendment to the Agreement ("Second Amendment") to implement quarterly invoices as the term of the Agreement, modify termination provisions based on written notice from the City, and substitute notice requirements with certified mail correspondence; and WHEREAS, on June 21, 2022, the parties entered into the Third Amendment to the Agreement ("Third Amendment") to (1) remove the provision that stated quarterly invoices constituted the term of the Agreement, (2) establish that the Agreement remains in effect until terminated according to its provisions or at the end of the current annual period with written notice from the City, (3) require the City to provide Hitech with a written notice 30 days prior to the next annual period, indicating its intention to either continue the services or terminate the Agreement, and (4) delete the notices provision.
WHEREAS, the parties desire to amend the Agreement to set a term expiration date, increase the payment, and reinstate the notices provision; NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendments to the Agreement:
1. Section 2.3 Payment Terms. Section 2.3 of Exhibit A of the Agreement shall be deleted in its entirety and replaced as follows:
2 Payment shall be due and payable upon receipt by Customer of Hitech’s invoice in accordance with the following schedule:
Amount Milestone
$10,000.00 Upon execution of this Agreement.
$10,000.00 On or before December 24, 1993.
$35,000.00
Upon delivery by Hitech to Customer of the first
production versions of the following components of
the SafetyNet Police RMS Module: Crime Reporting,
Person Reporting, Arrest Tracking, Field Interview,
Registrant Reporting and Case Entry.
$35,000.00
Upon delivery by Hitech to Customer of the first
production versions of the following components of
the SafetyNet Fire RMS Module: Fire Reporting.
$94,478.06
Upon delivery of components under the First
Amendment, unless other provided in the
Agreement.
$20,406.27
Within 45 days of City’s receipt of invoice for the
software license and maintenance for the period of
7/1/2023-12/31/2023.
2. Section 7.1 Term. Section 7.1 of the Agreement shall be deleted in its entirety and replaced as follows:
This Agreement shall become effective upon the execution hereof by Customer and Hitech and shall expire on December 31, 2023. In the event Customer desires to extend the agreement, Customer shall provide Hitech with such notice in writing in accordance with Section 10.1 of the Agreement, thirty (30) days' notice prior to the expiration date of the Agreement of to continue utilizing the services.
3. Section 10.1 Notices. Section 10.1 shall be reintegrated into the Agreement and shall be modified as follows:
All correspondence regarding the content of this Agreement shall be conducted exclusively via certified mail and email to the following individuals and addresses:
To Customer: City of Redondo Beach
401 Diamond Street
Redondo Beach, CA 90278
Attention: Jason Kilpatrick
Public Safety Communications Manager
Phone: (310) 379-2477 Ext. 2665
Email: [email protected]
3 To Hitech Systems: Hitech Systems
16030 Ventura Blvd, Ste 250
Encino, CA 9146
Attention: Erick Gomez
Phone: (310) 691-8107
Email: [email protected]
Any of the parties, may change their address by notice given to the other of the parties hereto in the manner set forth above. Notices given as herein provided shall be considered to have been given five (5) days after the mailing or two (2) business days after email.
4. No Other Amendments. Except as expressly stated herein, the Agreement, the Support Services Agreement, First Amendment, Second Amendment, and Third Amendment shall remain unchanged and in full force and effect. The Agreement, the Support Services Agreement, First Amendment, Second Amendment, Third Amendment, and this Fourth Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement, the Support Services Agreement, First Amendment, Second Amendment, Third Amendment, and this Fourth Amendment, the terms of this Fourth Amendment shall govern.
4 IN WITNESS WHEREOF, the parties have executed this First Amendment in Redondo Beach, California, as of this 20th day of June, 2023.
CITY OF REDONDO BEACH, HITECH SYSTEMS, INC.,
a chartered municipal corporation a California corporation __________________________ By: _______________________
William C. Brand, Mayor Name: _______________________
Title: _______________________
ATTEST: APPROVED:
__________________________ _____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
__________________________
Michael W. Webb, City Attorney