FIRST AMENDMENT TO SYSTEM PURCHASE AND SUPPORT AGREEMENT AND
TRITECH SOFTWARE SUPPORT TERMS BETWEEN THE CITY OF SANTA ANA
AND TRITECH SOFTWARE SYSTEMS
THIS FIRST AMENDMENT to the above-referenced agreement is entered into on November 7, 2023, by and between Tritech Software Systems, and City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).
RECITALS
A. WHEREAS, City and TriTech entered into Agreement #A-2015-252 (Agreement), dated December 21, 2015 wherein TriTech agreed to provide an integrated Computer System (System) consisting of a Computer -Aided Dispatch System (Inform CAD); Mobile Data System (Inform Mobile); R ecords Management System (Inform RMS); and Field -Based Reporting System (Inform FBR), including applicable Interfaces, software, equipment and services, and ongoing annual software support (Project) to City.
B. WHEREAS, The System was to provide specific fun ctionality. One of these was the ability to submit accurate crime statistics to the California Department of Justice (Cal DOJ) and the Federal Bureau of Investigation (FBI). Efforts are still underway to achieve this and additional time is needed to complete this integral part of the Project. This functionality is required for the Project to complete the final milestone, RMS Subsystem Acceptance, and for the milestone’s related payment be issued;
C. WHEREAS, The System was to include a software interface between the Client’s parking citation vendor and InformRMS. Efforts are still underway to implement this and additional time is needed to complete this part of the Project;
D. WHEREAS, The System was to include a software interface between the Client’s jail management system and InformRMS for importing Master Name records and related images. Efforts are still underway to implement this and additional time is needed to complete this part of the Project;
E. WHEREAS, A Change Order was enacted within the Project to transition the System to new, updated computer servers. This is still a work in progress and additional time is needed to complete this part of the Project;
F. WHEREAS, When the Agreement was originally submitted to the Santa Ana City Council for approval, the accompanying Request For Council Approval stated that this was to be an eight (8) year agreement. However, additional time is needed to complete the Project ; and
DocuSign Envelope ID: EFE66E19-B794-4DC6-9A6A-4051CFA24F7A G. WHEREAS, Addendum E of the Agreement titled Tritech Software Support Systems currently references five (5) annual renewal terms for software support services . The parties wish to extend this to add three (3) additional years for a total of eight (8) annual renewal terms.
WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment, THE PARTIES THEREFORE AGREE:
1. Section 3.1 of Addendum E, “Support Fee(s)”, is hereby amended to add the following:
“The parties agree the Software Support Term will be extended immediately for an additional three (3) one (1) year terms, and any additional renewal terms past the three (3) years, as needed, may be added upon written amendment signed by the parties and approved by Council so long as the extensions do not exceed the not to exceed amount authorized by the System Purchase and Support Agreement.” Attachment “A” is a true and correct copy of the amendment to Section 3.1 of Addendum E.
2. Exhibit A of Addendum E is hereby amended to add the following: “The cost of any additional renewals will be consistent with Section 3.2 of Addendum E, but will not exceed the not to exceed amount authorized by the System Purchase and Support Agreement.” Attachment “A” is a true and correct copy of the amendment to Exhibit A of Addendum E.
3. Section 4.1, “Prices and Payment”, is hereby amended to add the following: “The parties agree the Software Support Term will be extended immediately for an additional three (3) one (1) year terms, and any additional renewal terms past the three (3) years, as needed, may be added upon written amendment signed by the parties and approved by Council so long as the extensions do not exceed the not to exceed amo unt authorized by the System Purchase and Support Agreement.” Attachment “A” is a true and correct copy of the amendment to Section 4.1.
This First Amendment contains the entire agreement of the Parties with respect to the matters set forth herein and may only be changed by an agreement in writing signed by the Parties. Except as modified by this First Amendment, all other terms and provisions of the Agreement, as amended, remain in full force and affect.
(Signatures on following page)
DocuSign Envelope ID: EFE66E19-B794-4DC6-9A6A-4051CFA24F7A IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the date and year first above written.
ATTEST:
_______________________
JENNIFER L. HALL
City Clerk
CITY OF SANTA ANA
_______________________
STEVEN A. MENDOZA
Acting City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: _______________________
TAMARA BOGOSIAN
Senior Assistant City Attorney
TRITECH SOFTWARE SYSTEMS
___________________________
Signature
RECOMMENDED FOR APPROVAL:
________________________
DAVID VALENTIN
Chief of Police
DocuSign Envelope ID: EFE66E19-B794-4DC6-9A6A-4051CFA24F7A
Santa Ana System Purchase and Support Agreement
Copyright© 2015 TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States
(e) Addendum C Subcontractor Warranty Support Maintenance (f) Addendum D Subcontractor License Agreements, if applicable (g) Addendum E Software Support Terms
(h) Addendum F TriTech.com Subscription Service License and Use Terms
3.0 INTENTIONALLY DELETED
4.0 PRICES AND PAYMENT
4.1 Unless otherwise stated herein, all dollar amounts contained in this Agreement are in U.S. dollars. The total amount of this Agreement shall not exceed $3,514,438.39, unless otherwise mutually agreed to in a change order signed by both parties. The Contract Price for the purchased and/or licensed items hereunder is $2,128,032.16, as more completely specified in Addendum A-2.
Client shall pay the Contract Price without deduction or offset on the terms specified in Addendum A-2, pursuant to invoices issued by TriTech which shall be due net forty five (45) days from date of invoice. The fees for annual software support and maintenance for years 2 through 6 shall be $1,311,598.38 (includes annual Source Code Escrow enrollment and specified annual subscription fees) as specified in Addendum E Software Support Terms. Ongoing annual subscription fees for TriTech.com IQ shall be $74,807.85, for years 2 through 6 as specified in Addendum F TriTech.com Subscription Service License and Use Terms. The parties agree the Software Support Term will be extended immediately for an additional three (3) one (1) year terms, and any additional renewal terms past the three (3) years, as needed, may be added upon written amendment signed by the part ies and approved by Council so long as the extensions do not exceed the not to exceed amount authorized by the System Purchase and Support Agreement.
4.1.1 For each payment milestone identified in Addendum A -2, TriTech's Project Manager will provide the Client with a TCR for signature. The Client signed TCR will initiate TriTech's invoicing of the payment milestone.
4.1.2 The Contract Price for the Deliverables and Services defined in Addendum A-2 is based on a firm fixed price, subject to the following adjustments. In the event that Client in its sole discretion chooses to delay implementation of any Deliverable for more than six (6) months beyond the Go Live date set forth in the Project Schedule, and the then current pricing for such Deliverable(s) including applicable Services has increased since the date of execution of this Agreement, such then current pricing will apply. A change order for signature by both parties will be processed to adjust the Contract Price.
4.1.3 Fees for ongoing an nual Software Support will be paid in accordance with Addendum E Software Support Terms.
4.1.4 The annual subscription fee for TriTech.com IQ will be paid in accordance with Addendum F TriTech.com Subscription Service License and Use Terms.
4.2 TriTech reserves the right not to deliver the purchased and/or licensed items, or any part thereof, until credit approval and/or lease approval (if applicable) has occurred Attachment A
DocuSign Envelope ID: EFE66E19-B794-4DC6-9A6A-4051CFA24F7A
2.3 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 tennination for convenience is provided by Client to TriTech within ninety (90) days' prior to the end of the then current support term.
3.0 SUPPORT FEE(S)
3.1 Software Support fee(s) to be paid by Client for the initial term of this Addendum are established based on the software licenses purchased under the Agreement. The Software Support
fee for the first annual renewal term, and subsequent five (5) annual renewal terms shall be the amount specified in Exhibit A hereto, subject to the adjustments as described in 3.2. If applicable, Software Support fees will be prorated based on the date of Subsystem Acceptance for
the TriTech Software components and Interfaces. The parties agree the Software Support Term will be extended immediately for an additional three (3) one (1) year terms, and any additional renewal terms past the three (3) years, as needed, may be added upon written amendment signed by the parties and approved by Council so long as the extensions do not exceed the not to exceed amount authorized by the System Purchase and Support Agreement.
3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client 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 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 3%. Additional licenses purchased by Client during any annual support period will result in additional support fees
which shall be prorated to b e coterminous with Client's then current support period. 3 .3
Software Support fees do not include reasonable travel, food or lodging expenses incurred
by Tri Tech for support services provided at Client's site or other locations remote from TriTech' s princi pal place of business. Such expenses shall be paid by Client on receipt of Tri Tech' s invoice 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 devel opment, enhancement and support of the Tri Tech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users.
3.5 AU amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (1-1/2 % ) per month, or the highest rate permitted
by law, whichever is less, from forty-five (45) days after their due date until paid.
System Purchase and Support Agreement - Addendum E
Santa Ana
Copyright© 2015 TriTech Software Systems
Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 24
Attachment A
DocuSign Envelope ID: EFE66E19-B794-4DC6-9A6A-4051CFA24F7A
EXHIBIT A
SUPPORT FEES
Support fees for the initial term of Software Support beginning coincident with first Subsystem Acceptance as defined in Section 10.3 of the Agreement and ending twelve (12) months thereafter, are included under the Contract Price in the Agreement.
Based on the licenses purchased under the Agreement, the annual support fee for the first renewal term (to begin immediately upon termination of the initial term 12 months post first Subsystem Acceptance), and subsequent five (5) annual renewal terms are set forth in the table below:
Year1 Year2
Begins at Begins 12 mos. Year3 Year4 Years Year6 Subsystem Acceptance Post Subsystem Acceptance Total
Included in System Purchase Agreement $238,912.11 $246,079.47 $253,461.86 $261,065.71 $268,897.68 $1,268,416.84 Source Code Escrow Enrollment Renewal
(Year 1 is a line item in the System Purchase $850.00 $875.50 $901.77 $928.82 $956.68 Aareement) $4,512.77
RMS Validation and Pin Mapping annual
subscription fee (Year 1 included as a line item $7,283.44 $7,501.94 $7,727.00 $7,958.81 $8,197.58 in the System Purchase Agreement) $38,668.77
Total $247,045.55 $254,456.92 $262,090.62 $269,953.34 $278,051.94 $1,311,598.38 Prior to the end of the then current support tenn, and each subsequent annual support term, TriTech will forward an invoice to Client for the annual support fee, which fees are subject to increase in accordance with section 3.2 of this Addendum. An increase in the TriTech Software licenses granted to Client during any support term will result in an increase in the Software Support fee.
Annual source code escrow enrollment fees will be shown as a separate line item on Client's annual Software Support renewal invoice.
TriTech's Software Support fees do not include fees for third party applications, or embedded software requir ed, including but no t limited to CAD Mapping o r Mobile Mapp ing fees.
The cost of any additional renewals will be consistent with Section 3.2 of Addendum E, but will not exceed the not to exceed amount authorized by the System Purchase and Support Agreement.
System Purchase and Support Agreement - Addendum E Santa Ana Copyright© 2015 TriTech Software Systems
Unpublishe.d: Rights reserved under the copyright laws of the United States
Attachment A
DocuSign Envelope ID: EFE66E19-B794-4DC6-9A6A-4051CFA24F7A