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Home My WebLink AboutA9273 - Crossroads softwareFARMERS INSURANCE this notice isissuedby: TRUCK INSURANCE EXCHANGE Date: 10/15/24 Property Location: Notice of Cancellation Polity Or (erti icate Number(s) Agent Number Cancellation Date 60439-58-45 97-55-316 11/24/24 Named Insured And Mailing Address: CROSSROADS SOFTWARE INC 407 W IMPERIAL HWY SUITE H M378 BREA CA 92821-4832 Notice of Cancellation Of Mortgagee Or Other Interest RECEIVED OCT 3 0 2024 OFFICE OF THE CITY CLERK ® You are hereby notified, that all coverage extended to you under the above listed policy is cancelled effective on the cancellation date shown above at the time specified in the Declarations of this policy, unless you have been notified of a more recent cancellation under other provisions of the policy. ❑ You are hereby notified that all coverage extended to you under the above policy(ies) or certificate(s) on: is cancelled effective on the cancellation date shown above at the time specified in the Declarations of this policy, unless you have been notified of a more recent cancellation trader other provisions of the policy. Note to Mortgagee: Your loan with this policyholder may have expired, however, this notice complies with the provision of our policy. Loan Number: Mortgagee or Other Interest: CITY OF PALM SPRINGS ATTN KATHIE HART CMC 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 PS5096 542 MORTGAGEE, BUREAO, (OMISSIONS A5096111 FIN FnHFR INTFRFST (OPV CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Crossroads Software Jeff Cullen Annual Maintenance for Collision Reporting System $3,900 1001025-40105 4/1/2022-3/31/2023 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: N/A N/A A9273 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached N/A N/A Contract Prepared By: Information Technology Submitted on: 10/31/2022 By: Valerie Rodriguez DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement ("Agreement") is entered into between Crossroads Software, Inc. ("Vendor") and the City of Palm Springs ("Customer"). 1. Scope of Agreement During the term of this Agreement, as set forth in Section 2, Vendor agrees to provide Customer standard maintenance, custom enhancement, support, and training services, as set forth in Sections 3, 5, 6, and 7, for the computer programs and user manuals listed in Exhibit A to this Agreement (collectively "Software"). 2. Term a.Effective Date: This Agreement shall take effect on 04/1/2022 and remain in effect for a one -year period thereafter. b.Renewal options: The Customer shall have the right to renew this maintenance agreement on an annual basis, a t prices mutually agreed to by the Vendor and the Customer. Increases in annual maintenance costs shall not exceed 4% per year. c.Termination Date: This Agreement shall terminate upon the earlier to occur of (i) thirty days written notice from the City, (ii) the effective date of a subsequent agreement concerning maintenance services entered into between Customer and Vendor, or (iii) an event listed in Section 11 below. 3. Standard Maintenance Services a.Scope of Services. During the term of this Agreement, Vendor will provide Customer the following Standard Maintenance Services for the Software: i. Corrections of substantial defects in the Software so that the Software will operate as described by Vendor in the initial project scope. ii. Periodic updates of the Software that may incorporate (A) DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 corrections of any substantial defects, (B) fixes of any minor bugs, (C) enhancements to provide additional features, and (D) updates to accommodate changes in the state and county court standards for traffic collision reporting, citation writing and changes to interfaces to other systems. iii. Telephone, email and web support, including dial-up support between the hours of 8:00 a.m. and 5:00 p.m., Pacific Time, Monday through Friday, excluding federal holidays, to assist Customer in using the Software. iv.Guaranteed response time for technical assistance of 4 hours when provided remotely; or 48 hours if required onsite at the City’s facilities. vi. Online users guides in PDF format, for installation and specific user functions, b.Services Not Included. Standard Maintenance Services do not include: i. Charged-for-Enhancements that are offered, at Vendor's sole discretion, to Customers upon payment of an additional fee. ii. Custom Programming Services. iii. On-site support. iv. Training. v. Hardware and related supplies. 4. Charged-For-Enhancements From time to time, at Vendor's sole discretion, Vendor will make available to Customer Charged-for-Enhancements to the Software that Customer may license from Vendor upon payment of the license fee established by Vendor. 5. Custom Programming Services DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 Vendor will provide Custom Programming Services to Customer, as agreed to in a written addendum to this Agreement, signed by both parties, that specifies the Custom Programming Services to be provided by Vendor and the fee for the services. Custom Programming Services shall include, but are not limited to, development of custom computer programs and installation, training, and maintenance with respect to such computer programs. 6. On-Site Support Vendor, upon receipt of a written request from Customer, will provide Customer On-Site Support at a mutually agreed time. Customer agrees to pay Vendor all reasonable costs associated with the provision of on-site support, including charges for (i) Vendor's personnel, (ii) charges for travel, lodging and miscellaneous expenses, and (iii) taxes pursuant to Section 9 below. 7. Training Upon receipt of a written request from Customer, Vendor will provide Online Training at a mutually agreed time . Customer agrees to pay Vendor all costs associated with this Training, including (i) charges for Vendor's personnel, and (iii) taxes pursuant to Section 9 below. 8. Maintenance Fee b.Amount of Fee. Customer agrees to pay Vendor a Maintenance Fee, in the amount set forth in Exhibit A, plus any applicable taxes pursuant to Section 9 below, for Standard Maintenance Services provided by Vendor pursuant to this Agreement. d.Other Charges. Customer agrees to pay Vendor for Charged-for-Enhancements, Custom Programming Services, On -Site Support, and Training in the amount and pursuant to the terms set forth in the quotation provided for such services. 9. Payment Terms DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 a.Due Date. Customer agrees to pay the Maintenance Fee to Vendor on or before the Maintenance Fee Due Date set forth in Exhibit A. Customer agrees to pay all other amounts due Vendor for services under this Agreement in accordance with the payment schedule set forth on the invoice for the services. b.Payment Terms. Payment shall be net 30 days in United States currency. c.Taxes. "Taxes" means all federal, state, local and other taxes, including sales, use and property taxes, related to this Agreement, Customer's use of the Software, or any services provided by Vendor to Customer related to the Software, excluding taxes based on Vendor's net income. 10. Obligations of Customer a.Customer Contact. Customer shall notify Vendor of Customers designated Customer Contact. To the maximum extent practicable, Customer's communications with Vendor will be through the Customer Contact. b.Installation. Customer agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Software in accordance with the instructions and in order of receipt from Vendor. c.Facility and Personnel Access . Customer agrees to grant Vendor access to Customer's facilities and personnel concerned with the operation of the Software to enable Vendor to provide services. d.No Modification of Software. Customer agrees not to modify, enhance or otherwise alter the Software, unless and only to the extent specifically authorized in the user manuals identified in Exhibit A or the prior written consent of Vendor is obtained. e.Error Documentation. Upon detection of any error in the Software, Customer, as requested by Vendor, agrees to provide Vendor a listing of output and any other data, including databases and backup systems, DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 that Vendor reasonably may request in order to reproduce operating conditions similar to those present when the error occurred. 11. Termination a.Event of Termination. Vendor shall have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of Customer's Software License Agreement by either party for any reason, and (ii) if Customer or its employees or agents violate any provision of this Agreement and Customer fails to cure such violation within thirty (30) days after receipt of written notice from Vendor. b.Procedure. Within ten (10) days after termination of this Agreement, Customer will return to Vendor, at Customer's expense, the Software and all copies thereof, delete or destroy all other Software copi es, and certify, in writing by an officer of Customer, that the Software has been returned, all copies deleted or destroyed, and its use discontinued. 12. Ownership Customer acknowledges that Vendor owns all proprietary rights, including patent, copyright, trade secret and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software. 13.Indemnification. To the fullest extent permitted by law, Vendor shalldefend (at Vendor’s sole cost and expense), indemnify, protect, and holdharmless Customer, its elected officials, officers, employees, agents, andvolunteers (collectively the “Indemnified Parties”), from and against any and allliabilities, actions, suits, claims, demands, losses, costs, judgments, arbitrationawards, settlements, damages, demands, orders, penalties, and expensesincluding legal costs and attorney fees (collectively “Claims”), including but notlimited to Claims arising from injuries to or death of persons (Vendor’semployees included), for damage to property, including property owned byCustomer, for any violation of any federal, state, or local law or ordinance or inany manner arising out of, pertaining to, or incident to any acts, errors oromissions, or willful misconduct committed by Vendor, its officers, employees,representatives, and agents, that arise out of or relate to Vendor’s performance ofServices or this Agreement. This indemnification clause excludes Claims arisingfrom the sole negligence or willful misconduct of the Indemnified Parties.Vendor’s indemnification obligation shall survive the expiration or earliertermination of this Agreement until all actions against the Indemnified Parties forsuch matters indemnified are fully and finally barred by the applicable statute oflimitations or, if an action is timely filed, until such action is final. DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 14.General Provisions a.Notices. All notices under this Agreement are to be sent by registered mail to the address below or to any other address as the party may designate: VENDOR: ____Crossroads Software, Inc. ____________ ____210 W. Birch St. #207_______________ ______________Brea, CA 92821 __________________ CUSTOMER: _____City of Palm Springs ______________ ______3200 E. Tahquitz Canyon Way_______ ________________ Palm Springs, CA 92262____________ b.Assignment. Vendor will not assign or sublicense, in whole or in part, any of its rights or obligations under this Agreement witho ut the prior written consent of Customer, which consent shall not be unreasonably withheld. c.Complete Agreement; Amendment. This Agreement and Exhibit A set forth the entire understanding of the parties with respect to the subject matter of this Agreement. Any amendment to this Agreement must be in writing and signed by both parties. d.Waiver. The waiver or failure of Vendor or Customer to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e.Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f.Governing Law. This Agreement is to be construed in accordance with the law of the State of California. DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 e.Covenant Against Discrimination. In connection with its performance under this Agreement, Vendor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characte ristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Vendor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to Customer’s lawful capacity to enter this Agreement, and in executing this Agreement, Vendor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Vendor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other for ms of compensation; and selection for training, including apprenticeship; and further, that Vendor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 AGREED: VENDOR: ____________________________ Signature Jeff Cullen___________________ Name CEO_______________________ Title 210 W. Birch St. #207, Brea, CA 92821 Address 12/2/2021__________________ Date CUSTOMER: ____________________________ Signature ____________________________ Name ____________________________ Title ____________________________ Address ____________________________ Date 3200 E Tahquitz Canyon Way, Palm Springs,CA 92262 DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 IT Director 11/2/2022 Deputy City Manager Jeremy Hammond Exhibit A to Software Maintenance Agreement 1. Software Computer Programs: a.Site License for Crossroads e-Citation System b.Site License for Crossroads Collision Report Writing System c.Site License for Crossroads Analytics System 2. Effective Date: 04/01/2022. 3. Termination Date: Upon expiration date of annual agreement, unless renewed by the City, or terminated earlier in accordance with provisions in Section 11. 4.Annual Maintenance Fee: a.Site License for Crossroads Systems in use - $3,900 5. Maintenance Fee Due Date: To be invoiced annually, due net 30 days from the beginning date of each annual agreement. DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56 Cost Proposal CP 22-105 Crossroads Software 210 W. Birch Street, Suite 207 Brea, CA 92821 Number: Palm Springs Police Department For: Item No Item Description Quantity Price AmountTaxable 1 Yearly Maintenance and Support (includes upgrade to new versions as they become available) for all Crossroads Systems in use at Palm Springs Police Department 1 $3,900.00 $3,900.00No $3,900.00Sub Total $0.00Sales Tax $3,900.00Total 9.250%$0.00on Tuesday, September 6, 2022 Page 1 of 1 DocuSign Envelope ID: 4BD6355E-930D-44C4-8025-AD7D9FC49C56