HomeMy WebLinkAbout23S340 - PRECISION SURVEY SUPPLY -DRONE SOFTWARECONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Infinity Drone Software
Precision Survey Supply, LLC
Noelia Ramirez
office@precisionsurveysupply.com
Used to map out collision and crime scenes and can be used in
conjunction with the laser scanning software that the Department
already uses. $4,949.21
1 year
N/A
Sam El-Said
sam@precisionsurveysupply.com
Information Technology
Larry Klingaman
N/A
23S340
N/A
Yes
No
No
Department
No
Yes
Sole source attached.
10/16/23 Kendall Bradley
DocuSign Envelope ID: 70CF16B9-26F8-4A56-A70B-1320AE156725
X
SUPPLEMENTAL TERMS FOR STATE GOVERNMENT
SOFTWARE LICENSE AGREEMENT, SALE OF GOODS AND CCP
These terms supplement and modify the terms of the Leica Geosystems Software License Agreement
(the “SLA”) and customer care package agreement between the state agency or other organ or political
subsidiary of a U.S. state government identified in the signature block hereof (“State”) and Leica
Geosystems Inc.
RECITALS
WHEREAS, the State wishes to purchase a software license and/or a customer care package, which will
be subject to the terms of the Leica Geosystems General Terms and Conditions for Customer Care
Packages, which are available at https://is.gd/bEbBgY (“CCP Terms”) and the SLA, as applicable, and
WHEREAS, software licenses (whether as part of an upgrade, update, or new software license) are
licensed by Leica Geosystems AG, the parent company of Leica Geosystems Inc., from whom the State is
purchasing, and which has the right to grant a license to the State under the terms of the SLA; and
WHEREAS, the State requires certain modifications to the Leica Geosystems SLA the CCP Terms and
Conditions;
NOW THEREFORE, intending to be bound, the parties agree as follows.
SUPPLEMENTAL TERMS
1 Representations
1.1 Leica Geosystems Inc. represents to the State it has sufficient rights to perform and
deliver the Software, if purchased pursuant to the CCP General Terms and Conditions
and the Purchase Agreement, in accordance with the SLA and these supplemental
terms.
1.2 Leica Geosystems Inc. is duly constituted and in good standing under the laws of the
state of Delaware.
2 SLA Modification
2.1 The SLA, which is available at https://is.gd/9PXdaP, is modified as follows.
a)The first paragraph of clause 2 is replaced with the following paragraph:
Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(together with its affiliates, the "Licensor" or “Leica Geosystems”) hereby grants
to you (the "Licensee") subject to payment of the applicable license fee and to
continuous compliance with all the provisions hereinafter, the non-exclusive,
non-transferable, non-sublicenseable and non-assignable right, to use in the
manner set forth herein the Software on one (1) application, unless otherwise
agreed upon in the Purchase Agreement. The use of the Software for a purpose
other than as licensed herein shall not be permitted.
DocuSign Envelope ID: 70CF16B9-26F8-4A56-A70B-1320AE156725
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b)In Clause 4, the first paragraph is modified to delete the last sentence, which reads:
“Licensee will indemnify and hold harmless Licensor from any losses, damages,
claims and expenses (including, without limitation, reasonable legal expenses)
relating to any infringement of the rights of Licensor caused by Licensee,
Licensee’s breach of this License Agreement or Licensee’s use of the Software in
a manner not authorized under this license agreement.”
c)Clause 5 is replaced with the following paragraphs.
Licensor shall not be liable for (i) any indirect or consequential loss or damage,
(ii)loss of income or profits, unrealized cost reductions, loss of data, business
interruption, or increased costs on the part of Licensee, or (iii) any other financial
losses that result from or are in connection with the purchase, license, use,
breakdown or interruption of operation of the Software. This limitation of
liability will apply to all claims for loss and damage irrespective of their legal
grounds, including, without limitation, claims based on tort, contract, pre-
contract or quasi-contract. This limitation of liability shall also apply to any
officers, directors or employees of Licensor, or any representatives or agents of
Licensor that are involved in the development, marketing or supply of the
Software.
WITHOUT LIMITING THE FOREGOING, TO THE EXTENT ALLOWED BY LAW,
LICENSOR’S TOTAL LIABILITY FOR ALL OTHER DAMAGES IN CONNECTION WITH
THE USE OR PURCHASE OF THE SOFTWARE WILL NOT EXCEED THE AMOUNT
RECEIVED FROM STATE FOR THE SOFTWARE IN THE TWELVE MONTHS PRIOR TO
THE DATE A CLAIM FIRST ARISES.
It shall be the exclusive duty of Licensee to ensure that it and its staff possesses
the required knowledge to properly install and use the Software. Licensor shall
not be liable for problems and defects that arise from insufficient knowledge on
the part of the users of the Software.
d)Clause 11 is replaced with the following:
These supplemental terms and the SLA are and will be governed by the laws of
the State (if the State is one of the 50 United States or its agencies) or the state
that established and governs the political subsidiary of the State, in the case the
State is a political subsidiary of a U.S. state. The same state shall have jurisdiction
over any disputes arising out of or related to the terms and the subject of the
SLA. The parties hereby waive all rights to a jury trial in connection with claims
under these supplemental terms and the SLA. The SLA will not be governed by
the United Nations Convention on Contracts for the International Sale of Goods.
3 CCP Terms Modification
Clause 13.1 is modified to state that the CCP Terms and Conditions are governed
by the laws of the State (if the State is one of the 50 United States or its agencies)
DocuSign Envelope ID: 70CF16B9-26F8-4A56-A70B-1320AE156725
-3-
or the state that established and governs the political subsidiary of the State, in
the case the State is a political subsidiary of a U.S. state. The same state shall
have jurisdiction over any disputes.
4 Sale of Hardware
Except as otherwise expressly provided in this supplement, the terms of sale of
any goods shall be according to the terms set forth at Leica Geosystems Americas
- Business Resource Portal (leicaus.com) [https://is.gd/0kIKPa].
5 Miscellaneous
5.1 Capitalized terms used in this supplement are defined in the SLA and the CCP General
Terms and Conditions.
5.2 No Waiver. No waiver of any term or condition herein will be binding unless it is in
writing signed by the waiving party. The failure of a party to require full performance
of the SLA, or the waiver by a party of any breach of the SLA, will not govern a
subsequent enforcement of such terms, or waive any subsequent breach.
5.3 Severability. If a court invalidates any right or restriction herein that is not essential
to the commercial purpose hereof, then the remainder of the SLA, CCP General Terms
and Conditions and these supplemental terms will remain in full force and effect. To
the extent legally permissible, the parties will replace any illegal, invalid or
unenforceable provision hereof with a valid provision that implements the
commercial purpose of the replaced provision.
5.4 Entire Agreement. These supplemental terms and the SLA, the CCP General Terms
and Conditions, and written documents incorporated therein, including the Purchase
Agreement, constitute the entire agreement and understanding between the parties
and supersedes all previous understandings, agreements, communications and
representations, whether written or oral, concerning their subject matter. If there is
any conflict between the terms of the SLA, the CCP General Terms and Conditions,
and these supplemental terms, these supplemental terms will control, then the CCP
General Terms and Conditions, then the SLA. These supplemental terms, the CCP
General Terms and Conditions and the SLA may be amended, modified or
supplemented only by a writing that expressly refers to these supplemental terms,
the CCP General Terms and Conditions, and the SLA, as the case may be, and is signed
by the adversely affected party.
5.5 If any legal action is brought to collect moneys due hereunder, the prevailing party
shall be entitled to receive its attorneys' fees and court costs in addition to any other
relief it may receive.
DocuSign Envelope ID: 70CF16B9-26F8-4A56-A70B-1320AE156725
[signature page to supplemental terms of the Software License Agreement and CCP for State
Government]
IN WITNESS WHEREOF, the parties affix their signature, intending to be bound to the foregoing terms.
STATE/CITY:
Signature
________________________________________________________
Printed Name ________________________________________________________
Title ________________________________________________________
LICENSOR LEICA GEOSYSTEMS INC.
Signature ________________________________________________________
Printed Name ________________________________________________________
Title ________________________________________________________
(Please see signatures on the next page.)
DocuSign Envelope ID: 70CF16B9-26F8-4A56-A70B-1320AE156725
Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
N/A N/A
DocuSign Envelope ID: 70CF16B9-26F8-4A56-A70B-1320AE156725
10/31/2023
11/1/2023
Precision Survey Supply, LLC
8628 Utica Avenue #800
Rancho Cucamonga, CA 91730 US
909-931-4040
sam@precisionsurveysupply.com
www.precisionsurveysupply.com
Estimate
ADDRESS
Palm Springs Police Dept
200 S Civic Dr
Palm Springs, CA 92262
SHIP TO
Palm Springs Police Dept
200 S Civic Dr
Palm Springs, CA 92262
ESTIMATE #DATE
32459 10/31/2023
ACTIVITY QTY RATE AMOUNT
969678
Leica Geosystems Infinity Core
1 386.00 386.00T
969686
Leica Geosystems Infinity point clouds from images
1 3,400.00 3,400.00T
6017905
Leica Geosystems CCP (Customer Care Package)
1yr Infinity CCP Consisting of
1yr SW Maintenance
1yr Infinity Point Clouds Img SW Maint.
1yr Customer Support
1 813.00 813.00
Does not include applicable taxes or shipping charges. Thank you!SUBTOTAL 4,599.00
TAX (0.0925) 350.21
TOTAL $4,949.21
Accepted By Accepted Date
DocuSign Envelope ID: 70CF16B9-26F8-4A56-A70B-1320AE156725
8628 Utica St, Suite 800 – Rancho Cucamonga, CA. 91786
909-931-4040 Main / 909-931-4009 Fax / 888-275-3054 Toll Free
www.precisionsurveysupply.com
September 29, 2023
Palm Springs Police Department
200 S Civic Dr
Palm Springs, Ca 92262
Re: Sole Source Letter for Leica Public Safety Group
Palm Springs Police Department
This letter is to confirm Precision Survey Supply is the sole source for maintenance and support
of the hardware
and software and the only place you can get software updates from throughout the year.
Leica Geosystems operates a Segment base distribution model for the US. Our network of
distributors is based on the company’s background and expertise. Precision Survey Supply is a
Certified / Authorized
Leica Geosystems, Inc. dealer for Forensic HDS (laser scanners), TPS (Total Stations), and GPS
systems. As an
authorized Dealer of Leica Geosystems, Inc.
Precision Survey Supply has historically offered additional unique aspects in relation to their
Leica equipment
sales:
PSS provides 24-hour, lifetime operational support for all products they sell • PSS provides a
free equipment loan program during periods when PSS-vended products are being maintained or
serviced. •
PSS provides a
unique training program that encompasses not only equipment use, but also aspects of crime and
crash scene reconstruction.
If you should have any additional questions, please do not hesitate to contact me
Sam El-Said
Public Safety / Law Enforcement Division
Precision Survey Supply
sam@precisionsurveysupply.com
8628 Utica
Suite 800
Rancho Cucamonga, Ca. 91730
909-931-4040 Main
DocuSign Envelope ID: 70CF16B9-26F8-4A56-A70B-1320AE156725