Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
GEOSPATIAL TECHNOLOGIES INC. 1 -2008
INSURANCE NOT ON FILE A-2008-332 WORK MAY NOT PROCEED CLERK OF COUN I v~ PURCHASE CONTRACT FOR DATE: ia~ ~ SAN AUTOMATIC VEHICLE LOCATION AND MOBILE MAPPING SYSTEM 0 ~ PD Fs~a~1 (~-~ ~~, ~-~ ~^ THIS CONTRACT is made and entered into this ~ day of December, 2008, by and between ~r~w~`~'t~ie CITY OF SANTA ANA, CALIFORNIA, hereinafter referred to as "CITY", and GeoSpatial Technologies, Inc. (GST), located at 3130 S. Harbor Blvd. Suite 430, Santa Ana, CA 92704, hereinafter referred to as "CONTRACTOR". PURPOSE CONTRACTOR is in the business of providing computer hardware, vehicle GPS hardware, computer software, and professional services of vehicle GPS hardware installation, computer software implementation, CAD interface and integration, training, and technical support in Automatic Vehicle Location (AVL) and Mobile Mapping Systems. CITY hereby purchases from CONTRACTOR its latest AVL and Mobile Mapping System according to the term and conditions specified in this contract. TERM AND CONDITIONS PURCHASE ITEMS The following items are included in this PURCHASE CONTRACT: (1) Computer Server Hardware One GST TrackerServer computer and one GST Database Server computerwith MS SQL Server. Specifications of the computer server hardware are included in "EXHIBIT A, Specifications of GST Tracker Computer Hardware". (2) Vehicle GPS Devices One hundred fifty (150) sets of vehicle GPS devices including Sierra Wireless AirLink Pinpoint X GPS modems for AT&T network, single-band GPS antenna, power cable, GPS-MDC connecting cable, and lock box. (3) Vehicle GPS Hardware Installation Service Installation of 150 sets of vehicles GPS devices onto CITY Police Department vehicles, including installation of all the pieces specified in item (2), Vehicle GPS Devices, and field testing for each installed unit. (4) CAD interface and System Integration Service Build the interface with CITY Police Department's existing Computer Aided Dispatch (CAD) system for GST Tracker to feed AVL data to CAD and to receive incident data from CAD. (5) Computer Software and Software Implementation Purchase of one license of GST Tracker Server software, one license of GST Wireless Host Server software for up to 200 vehicles, unlimited site license of GST Viewer software CT Edition license for CITY Police Department, one license of GST InterOp Bridge software, and unlimited site license of GST Mapper MDC software for CITY Police Department. Software End User License Agreement is included in "EXHIBIT C". CONTRACTOR shall install and test all the server software onto server computers. Installation of GST Viewer on workstations and GST Mapper MDC on vehicle Mobile Data Computers will be handled by CITY Police Department. Department. (6) Software Annual Maintenance and Technical Support This purchase includes GST Software Annual Maintenance for two years. Technical support through a-mail and telephone between 9 am and 6 pm, Monday through Friday except holidays, is included in Software Annual Maintenance. Details of GST Software Annual Maintenance Program are described in "EXHIBIT D, Software Annual Maintenance Agreement". (7) Training CONTRACTOR shall provide five days of training of GST software at no cost to CITY. Additional training requested by CITY will be quoted according to CONTRACTOR's standard training fee for customers under Software Annual Maintenance program. 2. PRICING Price for the purchase items listed in this contract shall be in accordance with "EXHIBIT B: Quote for Santa Ana Police Department" provided by CONTRACTOR dated November 3, 2008, and in accordance with the required specifications set forth in Item (1). CITY shall pay no other compensation to CONTRACTOR unless an Amendment has been agreed upon in writing and signed by both parties. 3. MILESTONES AND PAYMENT SCHEDULE CITY shall pay CONTRACTTR for the specified percentage of total purchase price at each milestone according to the project milestones specified below. (1) Contract signing and project kick-off (0%) Within 15 days from contract signing or by December 15th, 2008, CONTRACTOR project team shall meet with representatives of CITYto kick-off the project, go over the project scope, and present CONTRACTOR'S implementation plan. The meeting shall set the schedule for hardware installation, CAD interface, software implementation, and training. CONTRACTOR and CITY may make mutually agreeable adjustments of the acceptance criteria listed in EXHIBIT E, Acceptance Criteria. CITY shall review and approve the revised Acceptance Criteria to be used as the basis of project acceptance. (2) Identification of computer hardware and vehicle GPS devices (10%) Within 15 days from contract signing or by December 15th, 2008, CONTRACTOR shall present detailed specifications of server computers to CITY and CITY shall determine the location to place the server hardware. CITY shall coordinate IT support for networking and firewall configuration. CONTRACTOR shall present a complete set of vehicle GPS device to CITY, including AirLink Pinpoint X GPS modem for AT&T network, single-band GPS antenna, power cable, connecting cable, and lock box. CITY shall determine how the GPS hardware should be installed in the vehicle. CITY shall pay CONTRACTOR 10% of the total purchase price. (3) Purchase of computer hardware (20%) Within 30 days from contract signing or by December 31st, 2008, CONTRACTOR shall deliver and install both server computers for GST Tracker Server and GST Database Server to CITY. CITY shall pay CONTRACTOR 20% of the total purchase price. (4) Purchase of GPS devices (20%) By February 15th, 2009, CONTRACTOR shall deliver one hundred fifty (150) sets of vehicle GPS devices to CITY. CITY shall pay CONTRACTOR 20% of the total purchase price. (5) Integration Service/CAD interface (20%) By February 28th, 2009, CONTRACTOR shall build its CAD interface with the current CAD vendor of CITY Police Department. CITY shall coordinate with its CAD vendorto work with CONTRACTOR to support the CAD interface. CITY shall pay CONTRACTOR 20% of the total purchase price. (6) Installation of computer software (10%) By February 28th, 2009, CONTRACTOR shall install GST Tracker Server software and GST Wireless Host Server software onto GST Tracker server computer, and install GST Database Server software with MS SQL Server onto GST Database Server computer. CONTRACTOR shall install one copy of GST Viewer software onto one desktop workstation that CITY provides. CONTRACTOR shall install one copy of GST Mapper MDC software onto one Mobile Data Computerthat CITY provides. CITY shall have its IT personnel support CONTRACTOR'S software installation. CITY shall arrange its designated technical person to learn from CONTRACTOR the installation of additional copies of GST Viewer software and GST Mapper MDC software for additional units. CITY shall provide GST with remote access to server computers for implementation, system upgrades, and technical support. CITY shall pay CONTRACTOR 10% of the total purchase price. (7) Installation of GPS devices on vehicles (10%) By March 315, 2009, CONTRACTOR shall bring its vehicle hardware installation team to install vehicle GPS devices at CITY designated facility. CONTRACTOR shall conduct field testing upon completion of each installation. CITY shall set the installation schedule and coordinate the vehicle installation with CONTRACTOR. CITY shall pay CONTRACTOR 10% of the total purchase price. (8) Project sign-off (10%) By March 315`, 2009, and upon completion of the project based on Acceptance Criteria set during the kick-off meeting, CITY shall pay CONTRACTOR the remaining balance which is 10% of the total project cost. 4. INDEPENDENT CONTRACTOR CONTRACTOR shall be considered an independent contractor and neither CONTRACTOR, its employees, nor anyone working under CONTRACTOR shall be considered an agent or an employee of CITY. Neither CONTRACTOR, its employees, nor anyone working under CONTRACTOR shall qualify for workers' compensation or other fringe benefits of any kind through CITY. 5. WARRANTY CONTRACTOR expressly warrants that the goodslservices covered by this contract are 1) free of liens and encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. 6. COPYRIGHT INFRINGEMENT CONTRACTOR shall, at its cost, defend or, at its sole option, settle any claim or suit brought against CITY on the issue that any software program provided by CONTRACTOR through this contract infringes a United States copyright, provided that CITY (a) notifies CONTRACTOR promptly in writing of any such claim or suit; (b) gives CONTRACTOR full information and assistance in settling and/or defending the suit; and (c) gives CONTRACTOR full authority and control of the defense andlor settlement of any such action. CONTRACTOR shall not be liable for any costs or expenses incurred (a) by CITY without CONTRACTOR's prior written authorization; (b) for any claim based on the use or combination of the software with any other software not provided by CONTRACTOR; (c) for any claim based on CITY's modification of the software; (d) from use of other than the latest available version of the software; or (e) any transaction entered into by CITY relating to the software without CONTRACTOR's prior written consent. If a software program becomes subject to a claim of infringement for which CONTRACTOR may become liable, CONTRACTOR may at its option (a) obtain the right to continue using the software program; (b) replace or modify the software program to make it non- infringing so long as the replacement or modification meets substantially similar specifications; or (c) terminate the licenses and refund the license fees paid. In such case that CONTRACTOR terminates the licenses, CITY, in its sole discretion, may elect to return the hardware required to implement this system, including the GST Tracker Server, GST Database Server and the 150 GPS mobile devices for a full refund from CONTRACTOR. EXCEPT FOR THESE REMEDIES, CONTRACTOR SHALL HAVE NO LIABILITY TO CITY FOR COPYRIGHT INFRINGEMENT, AND SHALL IN NO INSTANCE HAVE ANY LIABILITY TO CITY FOR DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES FROM INFRINGEMENT. 7. INSURANCE CONTRACTOR shall procure and maintain at CONTRACTOR'S expense forthe duration of this CONTRACT the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the service by the CONTRACTOR, its agents, employees or subcontractors: (1) Comprehensive General Liability insurance with limits of not less than the following: General Aggregate: $2,000,000 Each Occurrence $1,000,000 Auto liability $1,000,000 (2) Workers' Compensation Each Accident $1,000,000 Disease -policy limit $1,000,000 Disease -each employee $1,000,000 8. COMPLIANCE WITH LAWS CONTRACTOR represents and warrants that services to be provided under this CONTRACT shall fully comply, at CONTRACTOR'S expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by CITY in its governmental capacity and all other laws applicable to the services are provided to and accepted by CITY. 9. CONFIDENTIALITY CONTRACTOR agrees to maintain the confidentiality of all CITY and CITY-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All such records and information shall be considered confidential and kept confidential by CONTRACTOR and CONTRACTOR'S agents and employees. 10. INDEMNIFICATION CONTRACTOR agrees to indemnify, defend and hold harmless CITY, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this CONTRACT whether or not caused in part by a party indemnified hereunder, except for CITY's sole active negligence or willful misconduct. 11. CHANGE OF OWNERSHIP CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR'S business prior to completion of this CONTRACT, the new owners shall be required under terms of sale or other transfer to assume CONTRACTOR'S duties and obligations contained in this CONTRACT and complete them to the satisfaction of CITY. 12. FORCE MAJEURE CONTRACTOR shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other reasonable control, provided CONTRACTOR gives written notice of the cause of the delay to CITY within 36 hours of the start of the delay and CONTRACTOR avails himself of any available remedies. 5 IN WITNESS WHEREOF, the parties hereto have caused this CONTRACT to be executed the day and year first above-written. CITY OF SANTA ANA ("CITY") B DAVID N. R M, City anager ATTEST: B PATRICIA E. HEAL Clerk of the Council APPROVED AS TG FORM: B~ 3130 S. Harbor Blvd. #430 Santa Ana CA 92704 (Address) (714)434-9936 (714)434-9937 JOSEPH W. FLETCHER (Phone Number) City Attorney SRp,P97_731950 ~~ By: ~u ~ cs ~i~y.~ ~' License Number (Facsimile Number) 95-478331-5 Tax ID Laura Sheedy Assistant City Attorney GEOSPATIAL TECHNOLOGIES, INC. Exhibit A Specifications of GST Tracker® Computer Hardware Santa Ana Police Department HP/Compaq GeoSpatial Technologies, Inc. 3130 S. Harbor Blvd. Suite 430 Santa Ana, CA 92704 (714) 434-9936 Faz: (714) 434-9937 November 11, 2008 GST Tracker Server Server Model: HP ProLiant DL380 GS (2U) Processor: Quad-Core Intel Xeon E5405, 2.OOGHz, 1333MHz FSB Operating System: Windows Server 2003 R2, Standard x64 Edition w/ 5 CALs Memory: 4GB Fully Buffered DIMM PC2-5300 Controller: HP Smart Array E200/64 Controller Hard Drive: RAID-1 2x 72GB Hot Plug 2.5 SAS Dual Port 15k rpm Power Supply: HP 1000-W Redundant Hot-Plug Power Supply Network Adapter: Embedded NC373i Multifunction Gigabit Hardware Support Service: HP Care Pack, 3 Years, 4 Hours, 24x7 Hardware GST Database ServerlMS SQL Server Server Model: HP ProLiant DL380 GS (2U) Processor: Quad-Core Intel Xeon E5405, 2.OOGHz, 1333MHz FSB Operating System: Windows Server 2003 R2, Standard x64 Edition w/ 5 CALs Memory: 4GB Fully Buffered DIMM PC2-5300 Controller: HP Smart Array E200/128 BBWC controller Hard Drivc: RAID-1 2x 72GB and RAID-5 4x 72GB 2.5 SAS 15k rpm Power Supply: HP 1000-W Redundant Hot-Plug Power Supply Network Adapter: Embedded NC373i Multifunction Gigabit Hardware Support Service: HP Care Pack, 3 Years, 4 Hours, 24x7 Hardware Microsoft SQL Server 2005 Workgroup (1 Socket), OEM Database Server Copyright reoSpufiu! Terhnuiagies, Inc. 3130 S. Harbor Blvd. Suite 430 Santa Ana, CA 92704 GST Phone: (714) 434.9936 Fax: (714)434-9937 GeoSpatial "lcchnologics, Inc. EXHIBIT B ...._._ c.,. c.,..t., er,~ Pnlir•o flanartment 11/3/2008 I. tUVIC IVI ~an~a rv ~.. --r------ GST Public S afety System ( modem with lock box) QTY Unit Price Amount GST Part Number Description Sierra Wireless AirLink Pinpoint X HSUPA - Ethernet-Serial- DC power cable, single-band GPS antenna USB 150 $ 695.00 $ 104,250.OD Hardware , 00 $ 60 000.00 $ 9 Lock Box for AirLink Pinpoint X GPS modem 150 , . Hardware GST Tracker Server Computer (Note 1) 1 $ 4,500.00 $ 4,500.00 Hardware GST-CHW-TS GST Database Server Computer with MS SQL Server 1 $ 7,800.00 $ 7,800.00 Hardware GST-CHW-SQL $ 125,550.00 Hardware Total GST Tracker Server software license 1 $ 8,500.00 $ 8,500.00 Software SW-TRS-1 it e GST Viewer software CT Edition -unlimited SAPD s 1 $ 44,000.00 $ 44,000.00 Software SW-VIU-U-CT license ftware license (one license per GST Wireless Host Server so 000 00 6 , $ 6,DOO.DO . , $ Software SW-WSC 200 vehicles) 0 00 600 $ 3 GST InterGp Bridge software license per user (Note 2) 1 . , $ 3,600.0 Software GST-AVL-IB GST Mapper MDC software -unlimited SAPD site license 1 $ 54,000.00 $ 54,000.00 Software SW-MMC $ 116,100.00 Software Total Hardware and So ware Total 241,650.00 18,727.88 Tax 7.75 ° Sales ax Software Annual Maintenance Fee -Two 2) years included with the purchase (Note 3) 1 $ 20,898.00 $ 20,898.00 Service SV-S W- AMF Software Annual Malntenance Fee Total $ 20,898.00 i SV-SVR-CAD GST CAD Interface per municipal agency 1 $ 3,600.OD $ 3,600.00 Serv ce Installation and on-site testing of GPS hardware and lock Service SV-TR-INST box (per vehicle) (Nate 6) 150 150 $ 240.00 00 $ 20 $ 36,000.00 000.00 $ 3 i SV-TR-SHIP Shipping and handling of GPS hardware (per vehicle) . , ce Serv Shipping and handling of server computer hardware 2 $ 120.00 $ 240.00 Service SV-CHW-SHIP $ 42,840.00 erv ce ota ran ota ar ware, o are, a es ax, an erv ce ote S 324,115.88 Notes: 1 Specifications of server computer hardware are attached in a separate sheet. 2 GST InterGp Bridge links multiple agencies of GST Tracker software together. All users with GST Tracker Server may use GST InterGp Bridge to share AVL data without any need for interface. Each participating agency must have one license of the Bridge software install to share AVL data. Agencies that are using AVL systems other than GST Tracker will require an Interface between their AVL and GST Tracker in order to use GST InterGp Bridge software. 3 Annual Maintenance Fee (AMF) for GST software is 18% of the original license fee. AMF paid client is entitled to technical support through email and telephone (M-F, 9:OOAM-6:OOPM, PST), software upgrades through the year, and discounts for GST training programs and customization services. 4 SAPD will pay AT&T for modem monthly airtime charges and activation fees. 5 Siena wireless GPS modem comes with three-year manufacturer warranty. 6 Installation includes AirLink Pinpoint X GPS modem and lock box, system registration, and on-site testing. 7 Prices stated above are good for ninety (90) days from the date of this quotation. Payment Terms: Software: Net 30 days from the date of invoice. Hardware: Net 15 days from the date of invoice. Service: Due upon receipt of invoice when service has been delivered. AMF: Payment must be made in full prior to commencement date of each 12-month period. GST i,eo5patinl Technologle<. 1nc. GEOSPATIAL TECHNOLOGIES, INC. END USER LICENSE AGREEMENT (EULA) IMPORTANT: DO NOT INSTALL THE ENCLOSED SOFTWARE UNTIL YOU HAVE READ AND AGREED TO THIS LICENSE AGREEMENT. This is a license agreement (Agreement) between you (Licensee), and GeoSpatial Technologies, inc. (GST). By installing the software application, you are consenting to the terms of this License. If you do not agree to the terms of this non-exclusive License Agreement. DO NOT INSTALL THE SOFTWARE. For a full refund, return [he Software and all accompanying materials within seven (7) days to the location where you obtained them. RESERVATION AND OWNERSHIP AND GRANT OF LICENSE GST retains exclusive title and ownership of the Software application licensed under this Agreement and, hereby, grants to Licensee a personal, non-exclusive, non-transferable license right to use the Software application based on the terms and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software application from any unauthorized use, reproduction, distribution, or publication. All rights not specifically granted in this Agreement are reserved to GST. USES PERMITTED Licensee may use the number of copies of the Software application for which license fees have been paid on each Software application. USES NOT PERMITTED Licensee shall not sell, rent, lease, sublicense, lend, assign, time-share, or transfer, in whole or in pan, or provide unlicensed third parties access to prior or present versions ofthe Software application, any updates, or Licensee's rights under this Agreement. • Licensee shall not reverse engineer, de-compile, or disassemble the Software application, or make any attempt to unlock or bypass the soRwarc key-code and /or hardware key used, as applicable, subject to local law. • Licensee shall not make additional copies of the Software application beyond [hat described in the Uses Permuted section above. • Licensee shall not remove or obscure any GST copyright or trademark notices. TERM The Agreement shall automatically terminate without notice if Licensee fails to comply with any provision of this Agreement. Licensee shall then return to GST the Software application, updates, and any whole or partial copies, codes, modifications, and merg;d portions m any form. The parties hereby agree that all provisions which operate [o protect the rights of GST shall remain in Corce should breach occur. LIMITED WARRANTY GST warrants that the media upon which the Software application is provided will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt. GST's entire liability and Licensee's exclusive remedy ss to the Software application or related materials shall be, az GST's option, either (a) return of the paid license fee or (b) replacement of the Software application. The Software application is provided "as is". GST does not warrant, guarantee or make any representations regarding the use, or the results of use, of the Software, data, or related materials in terms of correctness, accuracy, reliability or otherwise. Neither GST nor anyone else who has been involved in the creation, production, or delivery of the Software application shall be liable for any direct, indirect, consequential, or incidental damages (including damages for loss of business profit, business interruption, loss of business information, and the like) arising out of the use, misuse, or inability to use a GST product even if GST has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, [he above limitation may not apply to purchasers in such states. GOVERNING LAW This Agreement is governed by the laws of [he United States of America and the State of California without reference to conflict of laws principles. INDEMNIFICATION Licensee will, at its sole cost and expense, indemnify and hold GST and its officers, directors, employees, resellers, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys' fees) arising out of or related to Licensee's violation of the terms of this Agreement or the violation of the terms of this Agreement by any person who has access to the software application through Licensee. ENTIRE AGREEMENT The parties agree that this constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between [he parties relating hereto and is effective, valid, and binding upon the parties. ST EXHIBIT D: Software Annual Maintenance Agreement GeoSpatiai Technologies, lnc. Software Annual Maintenance Agreement GcoSpatial Technologies, Inc. (hereinafter referred to as GST) shall provide maintenance and support services under this Software Annual Maintenance h ~enafrert referred toeas Customer) d r ng the pteriod Santa Ana Police Department approximately , 2008 through , 2009, with options to extend for addition 4 years, upon payment of the annual maintenance fee for the products and support level indicated in Section I, Products Covered. I. PRODUCTS COVERED GST maintenance and support services are provided only for those products listed in the Purchase Contract. The costs for such services are listed in EXHIBIT_B, Quote for Santa Ana Police Department. II. MAINTENANCE AND SUPPORT GST shall provide maintenance and support services [o the End User. Maintenance and support services shall include, but not limited to: (a) Telephone and E-mail Support: GST will provide telephone and a-mail assistance. You must provide GST with remote access through the Internet to the computers installed with GST software. By calling the GST technical support number, you will reach a trained support analyst of whom you may ask questions or seek advice relating to the use of GST software. The analyst will assist you in utilizing your GST software, and in identifying and providing a work around, if possible, for any software problems found with GST software. GST support services do not include hardware, network, operating systems, or third party software. Support will be provided weekdays from 9:00 a.m. to 6:00 p.m. Pacific Standard Time, excluding weekends and holidays. (b) Response Times: In the event that the End User experiences a critical system failure, which shall be deemed [o have occurred if the system is down or inoperable, meaning that the End User cannot use the System and/or the System is off-line, for longer than '/~ hour, GST shall respond and look into correcting the problem immediately upon receipt of a call for service and following the receipt of notification and relevant documentation of the problem. For all other non-critical failures, GST shall respond and attempt to correct the problem within four (4) hours upon receipt of a call for service and following the receipt of notification and relevant documentation of the problem. If problems cannot be resolved within four (4) hours, the problem will be automatically escalated to Application Technical Lead or the VP of Product Management for resolution. After consultation between the VP of Product Management and support staff, GST will provide a plan of action for resolution to the End User. Santa Ana Police Department (GST (c) Bug-fixes and Upgrades: GST will provide bug-fixes and upgrades to the GST software when they are available at no additional charge during the term of the maintenance program. (d) Corrective Maintenance: GST will provide corrections to the supported software using Internet connections, provided you have ahigh-speed Internet connection on your system allowing GST remote access, during standard support hours. (e) GST Training: The End User under software annual maintenance program receives 50% discounts for all training programs held at GST's facility. (f) Software Customization and Enhancement: The End User under the software annual maintenance program receives a 20% discount for any software customization services. End User requested enhancements or modifications of GST software are not included in the support plan price. GST agrees to review requests from the End User and to provide a quote for the requested enhancement based on time and cost anticipated. (g) Excluded Service: The maintenance and support described herein does not include the correction of software failures due to causes beyond the control of GST and occurring without the fault or negligence of GST such as, but not limited to acts of God, catastrophe, fault, or negligence of the End User, operator error, manipulation of the object or source code (unless approved by GST in writing prior to such manipulation), improper use or misuse of the system or any part thereof. Any such excluded service, whether on-site or off-site, will be provided at the request of the End User at GST per call rates and terms then in effect. (h) Support of Old Software: Users are required to install all updated software and any bug fixes in a timely manner, including operating system software. If you fail to keep your system current, GST may no longer support your system. GST will support old releases of a product for two years after new releases become available. For subsequent years after new releases becomes available, if requested by End User, GST may continue to support such old releases for an annual increase in support fee of 40%. (i) Lapsed Support: If the End User intends to renew maintenance after the previous maintenance program has expired for over two (2) months, a supplemental fee of 50% of the annual maintenance shall be due GST for the first year of maintenance following your need for maintenance again, in addition to the maintenance fee already due herein. (k) On-site support: On-site support is not covered by the standard software maintenance support. Per End User's request, GST will provide on-site support if GST determines that such support is required to resolve the reported problem. In this case, GST will dispatch one or more members of its support staff to your site who will attempt to recreate and resolve [he problem(s) reported. During this time it is expected that members of your staff will be available to answer questions and provide information regarding your system, if required. On-site support will be charged at $55 aer hour with a minimum of two (21 hours, plus travel and per diem for GST staff sent on-site. Santa Ana Police Department ~GST III. SYSTEM MODIFICATION (a) GST-Kenerated modifications: Changes or replacement of the computer equipment, operating system and its related software, or other third party software may require GST software support and/or software modification to allow GST products to work with the new equipment, operating system, and/or third party software. These support and/or modification services will be provided by GST at the End User's request at our then quoted prices. (b) End User- ee nerated modifications: GST will no[ be responsible for any damage [o your GST software or data caused by upgrades to the operating system or replacement of hardware without GST's prior written concurrence that said upgrade would function properly. Services required as a result of modifications to GST's systems made by the End User are not considered normal maintenance and are not nrovided as Hart of GST's Software Maintenance Proetam. (c) External System Modifications: In the event any external system is modified beyond that anticipated by the terms of GST End User License Agreement, the End User shall notify GST of such changes immediately upon receipt of notification from the respective entity/entities and request that GST prepare a proposal to include a time and cost estimate, for the work to be performed which constitutes a change from the originally agreed upon configuration and work description as presented in GST End User License Agreement. GST shall, within thirty (30) days after receiving said notice, furnish a written proposal to the End User provided the required modifications are commercially, technically and practically feasible. Upon receipt of GST's proposal, the End User shall determine whether it desires the work to be performed, and if so shall issue a Notice to Proceed within ten (10) days, at which time GST will perform the necessary modifications for the additional mutually agreed upon compensation. IV. END USER RESPONSIBILITIES (a) Software Problems and Reportine: The End User agrees to limit use of GST maintenance service to occasions when GST system software fails to operate in accordance with the specifications as defined in EXHIBIT F: GST AVL Functional Specifications. To facilitate the problem solving process, the End User agrees to assist GST in their efforts to duplicate the software problem by providing a written problem report. Additionally, GST may ask that you furnish a listing of software problems rather than calling on each individual item over a short period of time so that our support team can better assist you. (b) Payment The End User is responsible for ensuring that all amounts payable under the software annual maintenance program are received by GST on or before the commencement of the maintenance program. The End User's failure to remit payment to GST for such maintenance services provided or to be provided shall entitle GST to deny further maintenance services to the End User. (c) Updates: The End User and all users of GST software are responsible for installing all updates to software, hardware, and fixes in a timely manner. Failure to keep your system updated can, at GST's sole discretion, result in the immediate discontinuation of maintenance support. Santa Ana Police Department ST (d) System Administration: The End User is responsible for identifying a System Administrator, as well as a back-up System Administrator, who will function as GST's primary and secondary contact for any maintenance services to be provided under the software maintenance program. Such System Administrator, or, in the absence of the Systems Administrator, the back up, shall be GST's sole contact for technical assistance. The System Administrator and backup System Administrator must be trained in the administration of computer hardware, operating system, networking, and database. GST support staff will assist you in identifying system problems as a function of maintenance support. However, if a problem is identified as a system administration responsibility, further assistance from GST support staff is billed at our then current hourly rates and terms. V. WARRANTIES (a) Limited Warranty for Services Any services being provided to the End User in accordance with the software maintenance program are offered on abest-efforts basis only, GST may not be able to resolve every service request made. Although GST will attempt to provide some guidance and direction, GST is not responsible for resolving issues related to networks, operating systems, back- end databases or hardware. It is the End User's responsibility to keep adequate data backups. GST will not be responsible for any lost data. ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Vl. LIMITATION OF LIABILITY The End User's sole and exclusive remedies for any damage or loss in any way connected with any software or services furnished by GST, after acceptance of the GST software system, whether by GST's breach of warranty, negligence, or any other breach of any other duty, shall be, at GST option, replacement of the software or re-performance of service or return or credit of an appropriate portion of any payments made, or to be made, to GST with respect to such software or services. Under no circumstances shall GST be liable to you or any other person for any special, incidental, indirect or consequential damages of any character, including, without limitation, damages for loss of good will, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if GST has been advised of the possibility of such potential loss or damage. VILCHOICE OF LAW Interpretation of this Agreement shall be governed by the laws of the State of California. VIH. STATUTE OF LIMITATIONS No action or claim relating to or arising out of the software annual maintenance program may be instituted more than one (1) year after the event giving rise to such action or claim. IX.DESIGNATED SYSTEM ADMINISTRATOR (& BACK-UP): Santa Ana Police Department (GST PRIMARY BACKUP Name: Name.• Title: Title: Address: Address: Phone: Phone: FAX: FAX. E-Marl: E-Mail: CUSTOMER GeoSpatial Technologies, Inc. By: By' (Authorized Signature) (Authorized Signature) Name: Name: Wilbur Hu Title: Title: Vice President Date: Dale: Santa Ana Police Department (GST Attachment A MAINTENANCE PROBLEM REPORT TO: GST CUSTOMER SUPPORT DATE: FAX: or EMAIL _G_•com AGENCY/COMPANY NAME: CONTACT NAME: PHONE & FAX: EMAIL: APPLICATION NAME: MODULE with problem PROBLEM DESCRIPTION Location: Form: Tab: Field: FUNCTION being performed at time of problem (adding, modif in , dele[in ): OTHER SYSTEM ACTIVITY being performed at time of roblem • backup, running reports, ad- hoc searches? • print outs, screen dumps or error messages? • adding disks, terminals, communication than es? STATEMENT OF PROBLEM: FOR GST USE ONLY: MAINTENANCE PLAN Please circle 9x6 24x7 Under warrant RESOLUTION OF PROBLEM DATE RESOLUTION ACCEPTED BY CUSTOMER Santa Ana Police Department EXHIBIT E. GST AVL ACCEPTANCE CRITERIA Copyright 2008 GeoSpatial Technologies, Inc. 3130 S. Harbor Blvd. Suite 430 Santa Ana, CA 92704 Tracking • Does the system support real-time tracking of different devices, including GPS hardmount devices, MDC with GPS and broadband wveless card, GPS phones, GPS B1ackBerry handsets, and show their current locations on the same map? • Does the system allow for GPS devices to be transmitted through different wireless communication networks of different carriers? • Does the system allow for different units to transmit GPS at a different time interval? • Does the system allow for user to change the GPS transmission rate for different units? • Does the system allow the user to change the refresh rate of GPS data on the map? • Does the system allow for the agency to host its own server within the agency's firewall? • Does the system provide both a table view of unit status and a map view of unit locations? Mapping • Can the software use the GIS map data that the agency provides, including street centerline and any other GIS map layers? • Can the software let the user configure each map layer and determine at which scale will the map layer be displayed and its features be labeled? • Can the software show units using aerial photo as background? • Can the map identify and show the closest units when the user enters an address or cross streets? • Can the map display the current locations of any set of selected units when the user clicks an one or more units on the vehicle list? • Can the map display the time, date, speed, and direction of the GPS data associated with any unit? • Can the user delineate a circle, a rectangle, or a polygon on the map and identify all the units within the delineated shape? • Does the software allow for display of images such as plot plans, building floor plans, pictures, and others that are associated with a location on the map? • Does the software allow for display ofdocumentation in common PDF format associated with any location on the map? Grouping Does the system allow the user to define multiple groups and assign different units to different groups? Does the system allow for multiple sub-groups to be defined for each group, and assign different symbols to different sub-groups? Does the system allow the user to select one, more, or all groups to view their status on both the table view and the map view? Reporting • Does the softwaze allow the user to select any unit and generate a detailed activity history of the unit during the user specified date/time range? • Can the user playback the history of any unit on the map point by point? • Can the user display the history of any unit on the map as a breadcrumb trail? • Can the system generate a report showing all the units that have not reported GPS data over an extended period of time? Routing • Can the software generate the fastest route from any location to any other location on the map? • Can the software generate the fastest route from any address or cross streets to any other address or cross streets? • When a route is generated, can the software show the turn-by-turn directions if the user choose to? • When the interface with the agency's CAD is built, can the mapping software installed on the MDC generate a route in real-time from the vehicle's current location to the incident automatically? Reverse 911 If the agency provides address point layer or parcel map with addresses, can the system identify and create text files of all the addresses within auser- defined shape, such as a rectangle, a circle, or a polygon to support reverse 911 notification? Can the system generate multiple concentric rings of varying distance from any user-specified location and create text files listing the addresses within those rings? EXHIBIT F: GST AVL FUNCTIONAL SPECIFICATIONS GST AVL Functional Specifications Copyright 2008 Geo5patial Technologies, Inc. 3130 S. Harbor Blvd. Suite 430 Santa Ana, CA 92704 Tel: (714) 434-9936 Fax: (714) 434-9937 www.geospatialtech.co m A. TRACKING -GST TRACKER WITH GST VIEWER • Variable Mobile Assets: Real-time tracking of multiple types of moving assets simultaneously, including vehicles with a GPS device, handsets, and Blackberries. • Constant Poll: Set a proper time interval to receive reports of any unit constantly. • GPS Status Display: The Status console shows each vehicle's latest GPS data including location in terms of street information, closest landmark if the landmark data is available, speed, date and time of the latest GPS data, and vehicle status if the CAD interface is available. • Maintenance Report: Shows units that have not reported for apre-set period of time, usually 7 days. • Group Selection: The user may divide vehicles and/or handsets into groups and select any one or more groups to monitor. Different symbols or colors can be assigned to different groups. • Near-Unit Identification: Display and identify mobile units close to any location on the map. • History Report: Generate a report of detailed driving history of any selected unit for any specific time period. • History Playback: Playback the driving history of any selected unit on the map, either point by point or in a breadcrumb trail. • Advanced Mapping: Support common GIS map data with unlimited number of layers. Mapping functions include address finding, vehicle-to-incident routing, aerial photography, geo-referenced image display in a separate window, reverse 911 notification, annotation, measurement, and other features. Copyright reoSpatial Technologies, Inc. 1 B. MAPPING -GST MAPPER I. Map Data ESRI Compatibility: GST Mapper® is ESRI compatible. All GIS data in ESRI shapefile format can be incorporated into the system without conversion. However, since shapefile does not contain network topology, the street centerline shapefile does not support routing functions unless the shapefile is processed to generate additional files for network topology. If routing is desired, street centerline is the only shapefile that needs to be processed into a proper format. Multiple Data Layers: GST Mapper® supports any number of data layers as long as enough disk space is available on the hard drive. Multiple Data Types: GST Mapper® supports multiple types of GIS and image data, including standard street centerline, point features, line features, polygon features, aerial photography in ECW format, images in commonly used format such as JPG, and documents in pdf format (Acrobat reader required to read pdf). Coordinate System: For GPS real-time tracking, GST Mapper® supports standard GPS native coordinates in Lat/Long NAD83 format. 2. Mapping Functions Standard Mapping Features: GST Mapper® provides standard mapping tools including zoom-in, zoom-out, pan, center map by clicking on any position of the map, and center map by entering Lat/Long coordinates. The zoom-in tool allows the user to click and draw a rectangle to zoom in to the defined box. The user may pan the map by pressing direction keys or dragging the mouse in any direction. Scale Control by Layer: GST Mapper® allows each map layer to be set at a different scale for display and labeling. At any user-set scale, each layer can be automatically turned on/off. The user may change the setting at any time. Scale Indicator: The map scale is displayed at the bottom of the map window. Cursor CooMinates: At any time, the Lat/Long coordinates of the cursor position are displayed at the bottom of the map window. As the cursor moves, the Lat/Long coordinates change automatically. Attribute Display: A button allows the user to click on a selected feature to display its attribute information. Map Annotation: GST Mapper® provides a set of annotation tools to allow the user to draw points, lines, polygons, and add text to the map. The annotations can be saved in a file for future use or be shazed with other users. The user may open Copyright GeoSpolia! Technologies, rne. 2 a previously saved annotation file to display on the map, or change the color, thickness, and size ofthe annotation. Measuring Tool: A measuring tool lets the user measure distance or perimeter and area by drawing lines or shapes around the map. The user may change the type of measurement units. Concentric Rings: GST Mapper® provides a tool to generate multiple concentric rings of different distances from any position on the map. Three rings of different user-specified distances from the center location will be generated. These rings can be customized in color, size, and distance. Automatic Street Labeling: GST Mapper® allows the user to set scale ranges for streets to be automatically labeled without any need to manually label streets. Address Geocoding: The user may enter either a street address or cross streets, and GST Mapper® will find the location and center the map automatically. Multiple Address Matches: If there exist multiple matches of an address, GST Mapper® will list all the multiple matches for the user to choose from. Similar Name Search: When the user enters an incorrect street name, GST Mappers provides a list of similar street names for the user to choose from. Address Range Search: If a house number does not exist in the database while there are different house numbers of that street, the user may enter an approximation range to find the closest house number of the street. DaylNight View: GST Mapper® has a button to switch between day view and night view. The day view shows map features in the standard colors. The night view shows key features such as streets, vehicles, and incidents against a dark background to reduce glare. District Pointer: GST Mapper® has an option to add buttons of District Pointer representing different districts within the jurisdiction. Clicking on a button will automatically pan the map to the designated district. 3. Mobile AVL GPS Support: GST Mapper® can read GPS data from any GPS device as long as the device generates the industry standard NMEA output through the standard serial connection. Vehicle Location: The current GPS position of the vehicle is displayed on the map if a GPS device is connected. GST Mapper® can display the vehicle's speed, time, and date from the GPS output. Copyrigh! GeoSpatia! Techrcologies, free. Travel History: As an option, if the user chooses to save travel history, the detailed history of the vehicle can be saved in a file and played back on the map later. GPS Detection: GST Mapper®offers a signal indicating whether or not valid GPS data is received from the GPS device. The signal informs the user when the software is not receiving valid GPS from the device. Wireless Communication: Provided that a broadband wireless communication is available, GST Mapper® may send the valid GPS data to an Automatic Vehicle Location System (AVL) through the MDC's wireless communication. Mobile AVL: GST Mapper© can show the currrovidedtthat broadband wueless~ts of the same group through the AVL system, p communication is available. Search Unit: With Mobile AVL, the user may click on any vehicle to find its location, and the map is automatically centered at the selected vehicle's location. Shoa~rvch MuthPls Ueted vehicleseandlthe maprautom tically changes its sca a to show all the selected vehicles. View Selected Units: The user may choose to view only those selected units and remove other units from display, or to view all units. Closest Units: The user may enter an address or cross streets, and GST Mapper® will center the map at that location and show the closest vehicles around that location. A separate window lists the closest units and their distances from the specified location. 4. CAD Incident Mapping Open Interface with CAD: GST Mapper® provides an open interface with any p ovided thaap ope~r wireless oommuni~cation between the CAD server and e MDC is available. Incident Mapping: With the CAD interface in place, GST Mapper® will show the location of the incident assigned to each specific vehicle in real time. A button is provided to allow the user to center the map to its assigned incident at any time. Incident Closing: At any time the user is able to click a button to close the currently assigned incident. Cop)vight GeuSpntia! Teclmo(agies, lnc. 4 5. Routing Capability Dynamic Navigati en® an beneratetheshortest orlquickestd outne from theevehicle place, GST Mapp g GPS location to the incident location whenever the CAD sends an incident tot e MDC. The route is based on the street network rather than astraight-line solution. The route following street segments is highlighted on the map automatically. Driving Directions: GST Mapper® provides turn-by-turn duections of the route if ahe automat~iocally cal ulatad to how the directions of the new route.ing directions Automatic Rerouting: At any moment, the route maybe changed due to the movement of the vehicle or when a new assignment is received from the CAD. GST Mapper® recalculates the route based on auser-specified time interval. A hides o that addressuorrfrom any address ao any other addresshe route from the `o aaionskto genarat the route from the vehicle to, the selectedrlocation.own On-Map Routing: The user may click on the map to determine the origin and destination, and GST Mapper® will automatically generate the route on the streets. The user may choose to show driving directions by clicking a button. 6. Image/PDF Display Aerial Photo: GST Mapper~J allows the user to switch between the regular GIS map and aerial photo image. When the aerial imagery is selected as the background, key features including vehicles and incidri ti olsao zoaomainnzoomf the aerial photo. The user may use the standard mapp g out, and pan the aerial photo. Scanned Map Image: GST Mapper® allows the user to switch between the regular GIS map and any scanned, geo-referenced reap image provided in standard JPG format. When a scanned map image is used as the background, key features including vehicles and incidents are displayed on top of the scanned map image. ImageIPDF Viewing: GST Mapper® provides a separate image window to simultaneously display the map and the image, i.e., it can show the map and an image associated with a specific location on the map. The scanned images include building floor plans, drawings of apartment complexes, pictures of a building, scanned parcel map, etc. The images can be of any commonly used image formats including JPG, GIF, TIFF, and also the standard PDF files. Cnpyrighf GenSpafiaf Technologies, Inc. 5 7. Reverse-911 Notification Radius Search: If the layer of address points is available, the user may click on anywhere on the map, and drag the mouse to define the radius, and GST Mapper® will show a text file listing all the addresses that are inside the circle. Rectangle Search: The user may click and drag a rectangle on the map and GST Mapper® shows a text file listing all the addresses within the rectangle. Polygon Search: The user may draw a polygon of any shape on the map, and GST Mapper® will show a text file listing all the addresses within the polygon. Multiple•ring Search: The user may click on the map, and GST Mapper® will show multiple files listing the addresses within multiple rings of difference distances from that location. For instance, if the distances of the multiple rings are set as 1 mile, 3 miles, and 5 miles, there will be three files listing all the addresses within the respective distances from the location. Coppright GroSpatial Technologies, fne. ~~ . ~, ~ ~ 3 1-- ~ ~. GEOSPTECH -- _, ._ Chent# 47827 THIS CERTIFICATE 18 ISSUED AS A MATTER OF I (In F ~,uln no. ~ ~ ~ ~. ACORD CERTIFICATE OF LIABILITY INSURANCE i o41D1o6 - -- NF ORMATION ___ ___..-__-._ ---r--- -_.__ . N.,^~. r~ i ONLY AND CONFERS NO RIGHTS UPON THE CER I C SBSBrown 8 Brown htsuranL:o HOLDER THIS CERTIFICATE DOES NOT AMEND. EXTEND OR II p0 Boz 946580 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. MaitiarrA, Fl. 32794-8580 { -~ ~ ~ NAIC # 1886 883-7159 41NSURERS AFFORDING COVERAGE _._ _ - _ __ __-- `IHU1Nlo 1 Continental Casualty Company - Geospa[ial Technologies. Ina v ~ _ - _. -x130 S Harbor #430 ~ •' '1 ~ --- -' Santa Ana, CA 92704 'I Nv' -- - -- - 1vI -- __ ___ _ -_ -_-__. -- a IN°I YP I I. J -I F .t I IAVF a N 1 'il1Fr' Tr ill A I:REU M1AML 1 AL ' /L I, I Q L.1 V t ~.~'I IJ • L i I :+I nl f I e iU tl tlv IaNStr IF(Al` FI) E pIr UICE11r KITH t[91'Fll I ~ryS 411(1 pNUnleINS1 E2W i~ 1%~rFHInIN Tip it. 2\N F-~F'1[1Fn FT IIIE POINI nESCRIPFt kr IJ fiSIIP IF( 1,]:,I Itl iFR!5[ liAlf !A t• / "~ IprULR,Y FFFFCiNF FOL ICV FNI IRATFIIN ~RC~AnIi Inns P IN51 J ~ PL 11 N I YA LI- I(Y NLMpLN ' DATE IMM DD'YYI - pAl{ IMMUUY•, - ~06101108 06/01/09 ~^° I x1,000,000 A X FNI n. -1AH1 n• 2076875527 - --~~' - ' •LI I '300,000 X. ~~~~,~ ~ ~, ~ t s~.~ .x10,000 '.. ,v v, a. X1,000000 - r t •,,, I a t ~. 52 000 000 I _--_ ____1 _.. I I ~~ I I ~ x2000.000. _ I ~X ~ I~ _r- __ r _-__ ---. _ .. v n„ A H,,,,I, r E2076875527 06/01100 106101109 1 ~ I x1,000.000 . I I(, , . X _., .. ryftlAal A 1 Is, :aE a A~,Ine!Illlr- 2088729498 06/01108 X , .,.:, F '~, i 10000 > ~tX } NI I ~F~ I' ~ ,/ 114 . n ____...__..___ _..____. L_ _1-. ~..._ '__-__.. ~__~.r uln_~. I __ _ _- y_ I ~E a 41~'IVN n- 0F(XA rIGNS' LOLPi1pN5' VfNICLES' E%CLIIBN)NS AOUfO aY ENOORSEMEN' The Crty of Anaheim, its officials, officers, employees, agents, and voiu steers are Named as Additional Insured -Designated Person or Or9anizatlon v „^.I. __ _ -_ _~ _I - 06/01109 I } ._. . ~I~ ____is1,000,000 ~. mss-..-___. __ 1 i `. - 111 ~I Y.F Fdtl ~5 _ _ SPEGhL PROVISIONS AC ORD 251: out10611 of 2 #199903 _n pNY 01-HE }HOVL'JES~RItlI ~VI,Y_'IE56E LANf,EL~EO [iC~UN1111E1 Y/li'1.:-i~~^~ i NE NE OF TNM1 ISSl11N41N511REN WILL ENOEAVOq 1(1 MAIL }D- U;rS N"1 r 1 E rU INE LERi141CAtF NOIOFN H4M[ D'O (HE L[FT, f1U11A1: JRE 1J 00 $V $I~AI {f' NO ORLIGARON t>R (WAM IrV OF AHY VINO UPON INE IHSUFtN ITS AGf Nis,~4 E524iR rIVES ___-.. ...- __. -.__._- QEO R~,PRESENiATIVf NBS '~ ACORD CORPORATION t98t -- -'- f TY INSURANGE OAtE {MM'OII+i r r r: AC_ORR___. CERT~FICA` 8E )OF 40 IABILI THIS CERTIFICATE IS ISSUED AS A MATTER OF INfORMAI IMP' I >POD~:En (A00)524-7024 II DHOLDER~ H SNC ERTIFIOATIE DOES NON AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED SV THE POLICIES BELD __ Automatic Data Processt R9 Insurance AgencY• Tnc '~ ' - N AIC # i ADP Boulevard _. Rosel antl, NJ O'U66 INSURERS AFFORDING COVERAGE _. .. _.___ -- 1 _ _ h. --- VINe.IREN Em_pl Dyers Insurance Cu. ut ~ u;SDREU Geuspat l~ TeC fnOl cyle5 TnC. tine E __ _. _. _.. I~ ___ _l .__ _.__ 4130 S. Harbor Blvd. ~iNEN -- 1 ~''. __. -_ ____ _._ i Sulte 430 N fineNr _ __ __.-_._ __. ___ CA 92704 ~"-'-`~ ~-- ~~ - -~ San1.a 0.na, ~m'a'PtNF _ __ N TNIS CERTt%M.A'E LfAY eE 155Ut ItJH ' hE INSVRLI NA:r.1EU A9Ch F ' ^ F EU Cl C.N 4AV<BEEN 'SSVLO TC ~~~~f'4'-- 1NFR CGGUMENT l'vITH RESPEC. C +H C gAn 1' rAU 1H ~U ' •'~~ a FXC'. USIUNS 0.NU GGNCITIC~NSO . . . N ." Lf IN J 1.,:. ~ ENVl 4N [LJV i WN CC ANY GCNTRAC DESCNINcD HtREIN IS S'JOIECT TG AL __ AYtH JI RFf\LNT T .NP INSUNANGE AEFON DEU 6'i i HbP GOES OWcD BV fAIU ~ EN NE PI Nn ----~-'- D I,in~ r_i h [gECvnTF Nrt`v SHUNN MAY IiAV _ . F. dt roucv EE~~~OOLICV E% __ _ L ~ '~_ - i ,`f._f _ _ _. -- .... pLWY 4WeEN E4 HCIf UNRk N'.E ~ I SH'P°NL NPE JY N]li'nCf ~ _.--- rv ~ ~~~ I On1MCfT REM4U 1 __ _ '6L + ~~~ y vFN4L W61lliv i > kI3-N"'C' JiJ+>lN t • 4u .iPEUTa~ A fH '' 1 ITf1 YI4'I C"aY 3 _ _ ~~.; UNFP( `f r I .y. iiR I~ e _ X~ 5 _ S 3 I- i .F ~:A _ 1 ~ ~CE k ,xl. ~ -. i _. '~.. ~1 ..L S „>1 _. I ~. .r. l- ~_. _~- __~ ,~. ~dl'.EI A. ITY ~ ' ~ -- - "'- -~~ • r i P t _~ ! ~ I _ I ~ .,V.N L •: l ~ I BM N.I v ~ 3 1 _ _ i , I'.n I C I ~•r I P "+nl 1 ~'" p W ! I ~ -I___ _.__ -_ _~- '. _~.__ - _ _.~_t~-._ ~L 177 ~ A vW tllikl IS _ unFAGk I Ai31JTV f 1 T ~ A f __ __..~. e4'.. .~. 'il -- __ .__..~-il _ _ _-.~_. - I _~ ~, ill, F! E 5 '.. a~.F. i:itiN 3R ~ ~ ~- - ~. 1 --r E' " __ -_ __! ~_ ADP031186303 01/22/2006 01/22/2009 (i,U sl ~ i If E VOO,Orrf~ N ._ Tnlw< yN1 [ 5 :> I I_Lf 3 1 D00•D(I('~ N J f tP5". aFl ' AI LI':T v 1 F E 1 DUO. DFJ0 r . a ni i M1al4~N:t f CL SL SC YT i kln __ 1 LLC r ..tl'. __. .. _ .--T-~ ! I __ _ .~_~ . YF I I ~ nlnYN I ~ 1 _ _ _ -- I - I _I 1----._ .._ snNs SRJN%apBFO BY [NDORlEMENTIBPECIAL PROM C• - ,____ __- v'bu ly OPCF X1gN5'YCCAP01+9'VkWtL I „ E4 EYC I Di: y:Nl , i 14-434 4937 I ACCRD 25 .2?O t10tll FAX ~' (714)765-6899 urR._.~,.~A_,TION .._----~- _._- _. 9NOlILO ANY Oi 1 N4 AB'J'JF CESCRIPFC V OLICIF9 BE CANCELLY.O BEFOPE Tl. i' tRU,RATICW OATF iwiPE'JS THR IAS•:~NG IH9vN:'P.N.L GNOIAV<IN Ff. Ma,t }O DAY9Y.R'T`L'N MCTICf iV"IFf.EF fl"'LA(f NEILDfR N4M[D I':1 ::1[111 MTfA:WNE i1J 1MII SUCN NO KII ]N4:%IMVC9E NJ MLIO>TIM OP IINF'.:1 I OF ANV N.NI3 UVOq TMF.INSLP[e ,'S AU[n'1]OP NEPREB~ lA-V' _ 1NOR4'ED 0.EPRESEMA'vE ~-' Yd~Pena ORONA ._._-------'- I"srACORD CORPORATION t9k .~ f;Ft]SPTFCH LIIG~i M. 7 - '" -' ACt~RDr~ CERTIFICATE OF LIABILITY INSURANCE U81ti09omrrt PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION S/Brown & Brown Insurance CS8 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ~ HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO Box 9465$0 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Maitland, FL 32794-65$0 Sfi6 $$3-7159 ~ .• ~•(~',..... ~ "' INSURERS AFFORDING COVERAGE NAIC # INSUaeD INSURER .S Voile Far a Insurance Company Geospatiai Technologies, Inc. INSURER e: Continental Casualty Company 3130 S Harbor #430 INSURER C: Santa Ana, CA 92704 INSURER 0: INSURER E: rr'11/CD AlSGQ v THE. POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR ANY REQUIREMENT , MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NS TYPE OF 1N8URANCE POLICY NUMBER P TK:YMEFFECTIVE POLA`ICY EXPIRATION LIMtT8 A 7( GENERAL LIABILITY 2076875521 ()6/01109 0601110 EACH OCCURRENCE 51 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 530Q O~Q~ CLAIMS MADE a OCCUR MED EXP {Any dne perspn) 510 000 PERSONAL d ADV INJURY S1 000 Q00 GENERAL AGGREGAT 2 Ot)ti~~0 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUO'fS - COMP!OIj'X6 2 4 ~ ~0 PRO ~~ ~ T J( LOC POLICY A X AUT OMOBILE LIABILITY 2076875527 0610U09 06!01110 COM$INED SINGLE LIMIT ~?`~, 51 0000 IEa accident? , ANY AUTO •.•.- ALL OWNED AUTOS BODILY INJURY ~ 5 ~ SCHEDULED AUTOS (Per parson) HIRED AUTOS BODILY INJURY ~ 5 X NON-OWNED AUTOS {Per acc4deni) ~ PROPERTY DAMAGE-~-,..~a ~ ,. _ (Per acclUeni) •....... .:'' 5 O GARAGE tIA81LITV AUTO ONLY - EA ACCIDENT 5 ANY AUTO OTHER THAN EA ACC 5 __ J AUTO ONLY: AGG 5 B X EXCE53JUMBRELLA LIABILITY 20$$12949$ 0601109 06101!10 EACH OCCURRENCE ~~~,,,,-.~,.-.~,,.'~,,,,,^.•- S1 000 000 X OCCUR ~CIAIMS MADE ACCREG _ aTE ~ 51 000 000 - s OEOUCTlBLE 5 X RETENTION S 10000 5 WC STATU• OTH- WORKERS COMPENSATION ANO EMPLOYERS' EDIBILITY E.L. F~CH ACCIDENT 5 __ ANY PROPRIETORlPARTNERfEXECUTIVE OFPICERlMEN!BEI7 EXCLUDED? E.L. DISEASE • EA EMPLOYEE S If yus. describe under SPECIAL PRUVISIONS below E.L. DISEASE -POLICY LIMIT 5 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS ! VEHICLES f EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Certificate NaiderCity of Santa Ana PoliceDepartment ,its officers, agents, volunteers ~/~ and employees are Named as Additional insured - Owners,Lessees or Contractors ~ "-, Endorsement Form Number Sb300120A APPROVED AS TO FORM (See Attached Descriptions) City of Santa Ana Police Department 20 Civic Center Plaza Santa Ana, CA 92101 LD ANY Of THE ABOVE DESCRIBED POLICIES 8E CANCELLED BEFORE THE EXPIRATION 7NEREGF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ GAYS WRITTEN 'E TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IE NO OBLIGATION ORUABILITY Of ANY KING VPON THE INSURER, ITS AGENTS OR t~cvl<u ca Icvvuval T Ot 3 #Z6ZZ94 GJG v ta~.vrcLr Aa,+rcrurca I wn Tatsu ~. IMPORTANT If the certificate holder is an ADDITIONAt_ INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor doss it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001!08) 2 of 3 #262214 Each Occurrence $1,000,000 Auto liability $1,000,000 (2) Workers' Compensation Each Accident $1,000,000 Disease -policy limit $1,000,000 Disease -each employee $1,000,000 8. COMPLIANCE W{TH LAWS CONTRACTOR represents and warrants that services to be provided under this CONTRACT shall fully comply, at CONTRACTOR'S expense, with ali standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively °laws"), including, but not limited to those issued by CITY in its governmental capacity and all other laws applicable to the services are provided to and accepted by CITY. g. CONFIDENTIALITY CONTRACTOR agrees to maintain the confidentiality of all CITY and CITY-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All such records and information shall be considered confidential and kept confidential by CONTRACTOR and CONTRACTOR'S agents and employees. 10. INDEMNIFICATION CONTRACTOR agrees to indemnify, defend and hold harmless CITY, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands, arising from or related to the services, products or other performance provided by CONTRACTOR pursuant to this CONTRACT whether or not caused in part by a party indemnified hereunder, except for CITY's sole active negligence or willful misconduct. 11. CHANGE OF OWNERSHIP CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR'S business prior to completion of this CONTRACT, the new owners shall be required under terms of sale or other transfer to assume CONTRACTOR'S duties and obligations contained in this CONTRACT and complete them to the satisfaction of CITY. 12. FORCE MAJEURE CONTRACTOR shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other reasonable control, provided CONTRACTOR gives written notice of the cause of the delay to CITY within 36 hours of the start of the delay and CONTRACTOR avails himself of any available remedies. ` 4. INDEPENDENT CONTRACTOR CONTRACTOR shall be considered an independent contractor and neither CONTRACTOR, its employees, nor anyone working under CONTRACTOR shall be considered an agent or an employee of CITY. Neither CONTRACTOR, its employees, nor anyone working under CONTRACTOR shall qualify for workers' compensation or other fringe benefits of any kind through CITY. 5. WARRANTY CONTRACTOR expressly warrants that the goods/services covered by this contract are 1 }free of liens and encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3}fit for the particular purpose for which they are intended. 6. COPYRIGHT INFRINGEMENT CONTRACTOR shall, at its cost, defend or, at its sole option, settle any claim or suit brought against CITY on the issue that any software program provided by CONTRACTOR through this contract infringes a United States copyright, provided that CITY (a} notifies CONTRACTOR promptly in writing of any such claim or suit; (b} gives CONTRACTOR full information and assistance in settling and/or defending the suit; and (c) gives CONTRACTOR full authority and control of the defense and/or settlement of any such action. CONTRACTOR shall not be liable for any costs or expenses incurred (a) by CITY without CONTRACTOR's prior written authorization; (b) for any claim based on the use or combination of the software with any other software not provided by CONTRACTOR; (c) for any claim based on CITY's modification of the software; (d) from use of other than the latest available version of the software; or (e) any transaction entered into by CITY relating to the software without CONTRACTOR's prior written consent. If a software program becomes subject to a claim of infringement for which CONTRACTOR may become liable, CONTRACTOR may at its option (a) obtain the right to continue using the software program; (b) replace or modify the software program to make it non- infringing so long as the replacement or modification meets substantially similar specifications; or (c} terminate the licenses and refund the license fees paid. In such case that CONTRACTOR terminates the licenses, CITY, in its sole discretion, may elect to return the hardware required to implement this system, including the GST Tracker Server, GST Database Server and the 150 GPS mobile devices for a full refund from CONTRACTOR. EXCEPT FOR THESE REMEDIES, CONTRACTOR SHALL HAVE NO LIABILITY TO CITY FOR COPYRIGHT INFRINGEMENT, AND SHALL IN NO INSTANCE HAVE ANY LIABILITY TO CITY FOR DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES FROM INFRINGEMENT. 7. INSURANCE CONTRACTOR shall procure and maintain at CONTRACTOR'S expense forthe duration of this CONTRACT the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the service by the CONTRACTOR, its agents, employees or subcontractors: (1) Comprehensive General Liability insurance with limits of not less than the following: General Aggregate: $2,000,000 o~p° CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/WW) 0812112009 PRaOUCER C5851BROVJN 8 BROwN OF CALIFORNIA, IN PO Box 94658D. Maitland. FL 37194G58p THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED 8Y THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSVRED INSURER A: Continental Casually Company GEOSPATIAL TECHNOLOGIES. INC 313D S Harbor N430 INSURER 8: SANTA ANA, CA 92704 INSURER C'. INBURER O. Continental Casually Company INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVVITHSTANOINGRNY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAV BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EY.CLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. '. INSR LTR ADD'L INSRD rypE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM1DDlYYYV) POLICY EXPIRATION DATE (MMlDDM'VV) LIMITS GENERAL LIABILITY EACH OCCURRENCE S10D0,000 )( COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea Occunence) $300,000 CLAIMS MADE ~ OCCUR 009 / / 06!0172010 MED EXP (Any one person) $10,000 q X 2076875527 06 01 2 PERSONALB ADV INJURY $1 W0000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000.000 POLICY PROJECT ~ LOC PRODUCTS-COMPIOP AGG $2.000,000 A UTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ALLO WNED AUTOS SCHEDULED AUTOB BODILY INJURY (Per person) A x )( HIRED AUTOS NON-OWNED AUTOS 2076875527 06/01/20D9 06101!2010 BODILY INJURY (Per acdden;) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY ~ AUTO ONLY-EA ACCIDENT HNV AUTO OTHER THAN EA ACC AUTO ONLY' qGG EXCESS IUM BRELLA LIABILITY EACH OCCURRENCE $1,OOD,000 ANY AUTO AGGREGATE 81,000.000 D X x OCCUR ~ CLAIMS MADE 2088129498 06!01/2D09 06!01!2010 DEDUCTIBLE x RETENTION $ 10,000 WORKERS COMPENSATION AND YIN EMPLOYERS' LIABILITY ^ ANY PROPRIETOR 7 PARTNER / A P~( / E AS TO FO M WG OTHER L MATSTORY EXECUTIVE OFFICE I MEMBER ( ,' E.L. EACH ACCIDENT EXCLUOED?(Mantlatory in NH) describe under SPECIAL s 11 l/ IY / ~(~ 17 E. L. DIBEABE-EA EMPLOYEE , ye PROVISIONS below 811 Hodge. E.L. DISEASE-POLICY LIMIT OTHER P° 1 Y DEBCRIPTION OF OPERATIONS/LOCATIONS NEHICLESIEXCLUSIONS RODEO BY ENDORSEMENT/SPECIAL PROVISIONS OC Cendicate Holtler is Named as Additional Insured -Owners Lessees or Contractors. rvvnplce TF uYa nFR CANCELLATION City of Santa Ana Policy DepadmenL 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIEB BE CANCELLED BEFORE THE EXPIRATION GATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. _ ACORD 25 (2009110) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and bgo are registered marks of ACORD cw207 GEOSTEC-02 DELU ACORD,N CERTIFICATE OF LIABILITY INSURANCE DaT2/3/20 OYYI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PRODUCER ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Automatic Data Processing Insurance Agency, Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1 ADP Boulevard ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. ',Roseland, NJ 07068 '. INSURERS AFFORDING COVERAGE NAIC # ~, InsuRED Geospatial Technologies Inc. INSURERA. Employers Compensation Ins Co I, 3130 S. Harbor Blvd. msuaER B. Suite 430 INSURER c: Santa Ana, CA 92704 INSURER D INSURER E: COVERAGES RANCE LISTED DELOW HAVE BEEN ISS NS UED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING U THE POLICIES OF I RM OR CONDITION OF ANY CONTRAC T OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAV BE ISSUED DR ANY REQUIREMENT, TE ANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH MAY PERTAIN, THE INSUR POLICIES. AGGREGATE LIMITS SHOWN MAV HAVE BEEN REDU CED BY PAID CLAIMS. _ 1NSR DD'L POLIOV NUMBER POLILVrEFFECI~E POLICY MEMIRAITYIYON LIMITS L NBR TYPE FIN RA E EACH OCCURRENCE $ GEN ERAL LIABILITY RAL LIABILIN PREMISES Ea occurenca '~ $ GOM1IMERGIAL GENE ^ OCCUR ~'. MED EXP IAny one person/ I S CLAIMS MADE ' ' PERGONALBADV INJU RY S I GENERAL AGGREGATE $ R ' PRODUCTS-GOMPIOP AGG $ : L AGGREGATE LIMIT APPLIES PE GEN POLICY PRO- LOC AUTOMOBILE LIABILITY TO FORM COMBINED SINGLE LIMIT $ R V lEa aaitlenp ANV AUTO ALL OW NED AUTOS q I ' BODILY INJURY E (Per Person] scHEDULED Auros j{odg! '~ ' i HIRED AUTOS pu ~ ity Attorney BODILY INJURY (Per accident) $ ', NON-0WNED AUTOS PROPERTY DAMAGE '~, i E tlenq (Per acc AUTO ONLY-EA ACCIDENT S GA RAGE LIABILITY OTHERTHAN EA AGG 5 ANV AUTO ' .AUTO ONLY'. AGG S ' EACH OCCURRENCE $ EXCESBIUMBRELLA LIABILITY ~ AGGREGATE E CLAIMS MADE OCCUR ~ S pEOUCTIBLE ' RETENTION $ _ X RY L M T O ER I I S TO WORKER$COMPENSATION AND EMPLOYERS'LIABILITY DP033186305 1/22/2010 1/22/2011 E.L. EACH ACCIDENT 1000000.00 E A ANV PROPftIETORIPARTNERIEXEWTIVE MBER E%CLUDED9 E.L. DISEASE-EA EMPLOYE E 1000000.0 OFFICERIME 1000000 0 I! yes, tlesuibe under E.L. DISEASE -POLICY LIMIT $ SPECIAL PROVISIONS below ! OTHER DESCRIPTION OF OPERATIONS! LOCATIONSI VEHICLES I E%CLUSIONS ADDED BY ENDORSEMENTI SPECIAL PROVISIONS I1TIl1A1 CERTIFICATE HOLDER "^"""`^""" SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Sonata Ana Police Department DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 1O DAYS WRITTEN 20 Civic Center Plaza NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Santa Ana, CA 92701 • IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITB AGENTS OR REPRESENTATIVES- AUTHORIZED REPRESENTATIVE~'~`"~,~. ~-~-- ~.... w Cc1 ACORD CORPORATION 1988 ACORD 25 (2001!08)