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HomeMy WebLinkAbout22- Amendment 1 - PSA with Passport Labs, LLC - Software License, Equipment and Service Agreement FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE LICENSE, EQUIPMENT, AND SERVICE AGREEMENT FY 2022-FY 2027 Page 1 of 6 SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT THIS SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE LICENSE, EQUIPMENT, AND SERVICE AGREEMENT dated July 9, 2020 (the “Agreement”) is made and entered into this 1st day of November, 2022, by and between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and Passport Labs, Inc., hereinafter referred to as “Passport” or “Contractor.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree to amend the Agreement as follows: 1. Amended Scope of Work The Scope of Work attach as Exhibit E is added to the current scope of work in Exhibits C and D as services Passport will provide to the City and agreements between Passport and the City. 2. Agreement still valid. All remaining terms and provisions of the Agreement remain valid. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** DocuSign Envelope ID: 3EB66989-3D04-4E35-90D1-769DDE89D253 FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE LICENSE, EQUIPMENT, AND SERVICE AGREEMENT FY 2022-FY 2027 Page 2 of 6 IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA PASSPORT LABS, INC. By________________________________ By_____________________________ Jeff Mihelich, City Manager Doug Rogers Chief Revenue Officer APPROVED AS TO FORM By_______________________________ Greg Sullivan, Bozeman City Attorney DocuSign Envelope ID: 3EB66989-3D04-4E35-90D1-769DDE89D253 FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE LICENSE, EQUIPMENT, AND SERVICE AGREEMENT FY 2022-FY 2027 Page 1 of 6 EXHIBIT E City of Bozeman, MT License Plate Recognition (LPR) Pricing - Renewal Labor - Remote (Recurring) Equipment and Software ➔ Remote Services ➔ (1) Subscription for AutoVu Managed Service 2.0 - 1Yr ➔ (13) AutoVu Managed Service, 1-Fixed Sharp LPR connection ➔ (3) AMS 1 Genetec Patroller Connection for 1 year ➔ (1) AMS Upgrade to multiple Pay by Plate systems, 1 Year ➔ (4) Subscription for AutoVu Managed 1 Free-Flow Lot Connection $8,640.00 $4,669.20 $4,801.68 $1,108.08 $324.00 $5,184.00 Item Price (USD) DocuSign Envelope ID: 3EB66989-3D04-4E35-90D1-769DDE89D253 FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE LICENSE, EQUIPMENT, AND SERVICE AGREEMENT FY 2022-FY 2027 Page 2 of 6 Scope of Work Scope: Minuteman to provide remote services for 3-Mobile LPR vehicles and approximately 13-Fixed LPR cameras. It is assumed all devices are in good working condition. It is assumed all third party connectors are functioning and working properly.No known issues persist. This is remote support only. Should any parts or onsite visits be deemed necessary, Minuteman will provide a quote. Minuteman currently is not the integrator of record. Therefore, an email must be sent to Genetec Customer Service Cost DocuSign Envelope ID: 3EB66989-3D04-4E35-90D1-769DDE89D253 FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE LICENSE, EQUIPMENT, AND SERVICE AGREEMENT FY 2022-FY 2027 Page 3 of 6 customerservice@genetec.com asking to have Minuteman added as integrator of record. Once this is complete, Minuteman can request an AMS renewal quote. Minuteman assumes the following will be provided and/or installed by others: ● 3-Mobile Vehicles ● 13-Fixed LPR cameras Minuteman assumes: ● All LPR related hardware/software is in good working condition and working as expected ● Assumes all work will be completed during normal business hours of Monday - Friday 7:00AM - 5:00PM. Customer Supplied Connections: ● A high-speed internet connection with a static IP address must be provided by the customer at the head- end location for remote access. ● A network connection must be provided at each specified location. An IP address may also be required. Existing Devices: ● This proposal assumes that any & all existing conduit, wire, devices & hardware to be used are in satisfactory condition ● and meet minimum requirements. ● Replacement, repairs and or changes to equipment will require change order authorization by both the customer & ● Minuteman Security Technologies, Inc. Payment Info: ● Payment Terms: [Net30]. ● Progress payments per AIA form will be submitted. ● Final Payment due upon completion of project. Sales Agreement T&C’s OPERATION: Customer shall be responsible for: (i)properly testing and setting the system on every closing and to properly turn off the system on each opening (if applicable); (ii) testing any detection device, or other electronic equipment designated in the Proposal prior to setting the System for closed periods; (iii) notifying Minuteman promptly if such equipment fails to respond to the test; and (iv) using and operating the System and the equipment properly and in accordance with proper operating procedures (if customer requires Minuteman Security Technologies). Whenever Minuteman employees or authorized representatives are sent to the Covered Premises in response to a service call or alarm signal caused by the Customer improperly following operating instructions or failing to close or properly secure a protected point, Customer agrees to pay an additional service charge at Minuteman's prevailing rate per occurrence. DELAYS - INTERRUPTION OF SERVICE: Minuteman shall not be liable for any delays, however caused, or for interruptions of service caused by strikes, riots, floods, acts of God, loss of communication and or other signal transmission lines, or by any event beyond the control of Minuteman. Minuteman will not be required to furnish service to Customer while such interruption shall continue. DocuSign Envelope ID: 3EB66989-3D04-4E35-90D1-769DDE89D253 EXCLUSIONS: Services to be provided by Minuteman pursuant to this Agreement do not include: Repair of damage or increase in service time caused by failure to continually provide a suitable operating environment for the System as prescribed by Minuteman and/or the manufacturer of any equipment used in the System, including, but not limited to, the failure to provide, or the failure of, adequate and regulated electrical power, air conditioning or humidity control; or such special requirements as contained in the Proposal hereto. Repair of damage or increase in service time caused by use of the equipment for other than the ordinary use for which the equipment was designed or purpose for which it was intended. Repair of damage, replacement parts (due to other than normal wear) or repetitive service calls caused by the use of unauthorized supplies or equipment. Repair of damage or increase in service time caused by: accident, disaster, which shall include, but not be limited to, fire, flood, water, wind and lightning; transportation, neglect or misuse, alterations, which shall include, but not be limited to, any deviation from Minuteman's physical, mechanical or electrical machine design; attachments, which are defined as the mechanical, electrical or electronic interconnecting to non-Minuteman equipment and devices not supplied by Minuteman. Electrical work external to the equipment or accessories furnished by Minuteman. ADDITIONAL CHARGES: Unless otherwise specified in the Proposal, service charges for the system are based upon coverage during "normal business hours of operation." Service performed outside this window, or as a result of the failure of the Customer to adhere to the requirements as specified by either the manufacturer or outside the scope of the Agreement, shall be chargeable at Minuteman's prevailing rates. Customer shall not tamper with, adjust, alter, move, remove, or otherwise interfere with equipment without Minuteman's specific permission, nor permit the same by other contractors. Any work performed by Minuteman to correct Customer's breach of the foregoing obligation shall be corrected and paid for by Customer at Minuteman's prevailing rates. Remedial maintenance due to Acts of God or events beyond the control of Minuteman shall be corrected by Minuteman and paid for by Customer in accordance with Minuteman's prevailing rates. DocuSign Envelope ID: 3EB66989-3D04-4E35-90D1-769DDE89D253