HomeMy WebLinkAboutPOSITRON -2004
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INSURANCE.fiQI ON FILE
WORK MAY NOT PROCEED
CLERK OF COUNCIL
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A-2004-229
THE CITY OF SANTA ANA
COMPUTER AIDED DISPATCH
PRIMARY AGREEMENT
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THE CITY OF SANTA ANA
COMPUTER AIDED DISPATCH PRIMARY AGREEMENT
~I ~ _ This agreement ("Agreement") is made this (). \ day of
,I-t-VY)OU\. , 2005 (the "Effective Date") between the City of
Sant Ana, a municipal corporation (hereinafter referred to as
the "City"), and Positron Public Safety Systems Corp, a company
duly incorporated under the laws of Georgia having a place of
business at 5101 Buchan Street, Montreal, Quebec, H4P 2R9
(hereinafter referred to as the "Contractor"), both of which may
be sometimes referred to herein as the "parties", subject to the
following statements of fact:
A. The City issued a written Request for Proposals for Computer
Aided Dispatch (CAD) system, dated February 17th,2004,
seeking certain computer system hardware, software and
related services to support the City's law enforcement
communication operations.
B. In response to the City's Request for Proposal, the
Contractor submitted a written proposal dated March 17th,
2004.
C. Following a proposal evaluation process and negotiations,
the City has agreed to acquire, and the Contractor has
agreed to provide the City with, a Computer Aided Dispatch
(CAD) system with required modules and interfaces, which in
totality are referred to as the "System".
D.
It is expressly understood that this Agreement is by and
between two (2) independent parties and that no agency,
employee, partnership, joint venture or other relationship
is established by this Agreement. The intent by both the
City and the Contractor is to create an independent
contractor relationship. The Contractor expressly
acknowledges and accepts its tax status and the tax
consequences of an independent contractor. Further, as an
independent contractor, the Contractor expressly
acknowledges and accepts that it has no rights, benefits,
privileges and/or claims in any form whatsoever under, from,
through and/or pursuant to the and City of Santa Ana Civil
Services Rules.
NOW, therefore, it is hereby agreed by the parties as follows:
Primary Agreement
Page 1
PART I
\.,., AGREEMENT FOR ACQUISITION
1.1 Agreement. The Contractor hereby agrees to provide all
hardware, software and related services and materials to
implement the System as set forth in the Statement of Work
attached hereto as Exhibit A and incorporated herein by this
reference (the "Statement of Work") and the Project
Deliverables attached hereto as Exhibit B and incorporated
herein by this reference (the "Project Deliverables"), all
upon the terms, conditions and provisions of this Agreement.
The City hereby agrees to purchase the hardware, software
and related services and materials identified in the
Statement of Work and the Project Deliverables, all upon the
terms, conditions and provisions of this Agreement.
1.2 System Price. The City shall pay to the Contractor the
total amount of $291,964.00 (the "Contract Price") in
consideration for the services set forth in the Statement of
Work and the hardware, software and other materials
specified in the Project Deliverables, which amount is
payable in accordance with Part IV of this Agreement. The
total amount above shall be the maximum price to be paid to
Positron by the City, except as that price may be changed in
accordance with the Changes Orders and Modifications clauses
hereof (5.2 and 7.13.1 respectively).
\." 1.3 FO%m of Agreement. Incorporated in this Agreement by
reference are:
Exhibit A - Statement of Work (with attachments)
Exhibit B - Project Deliverables
Exhibit C - Project Schedule
Exhibit D - Milestone Payment Schedule
Exhibit E - Positron Software License Agreement
Exhibit F - Positron Master Support Agreement
Exhibit G - Positron RFP Response
In the event of any conflict or inconsistency among
documents related to this Agreement, said conflict or
inconsistency shall be resolved by giving precedence to this
Agreement, followed by the Statement of Work, followed by
the Contractor's RFP Response.
1.4 T~e for Performance Under Agreement. This Agreement shall
take effect on the Effective Date after it has been fully
executed by duly authorized representatives of both parties.
The schedule for the implementation of the System shall be
governed by the project schedule attached hereto as Exhi it
C and incorporated herein by this reference (the "Project
Schedule"). Unless earlier terminated as provided for in
~ Section 7.3 hereof, this Agreement will remain in effect
Primary Agreement
Page 2
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from the Effective Date until all tasks set forth in the
Statement of Work have been fully completed, all materials
set forth in the Project Deliverables have been delivered
and all amounts payable hereunder have been paid in full.
All work tasks described in the Statement of Work (Exhibit
A) shall be completed not later than the last date/event
presented on the Project Schedule (Exhibit C).
Primary Agreement
Page 3
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PART II
ACQUISITION OF INTEGRATED PUBLIC SAFETY SYSTEM
2.1 Order and Delivery. All hardware and software specified in
the Project Deliverables shall be delivered by the
Contractor in time to comply with the requirements of the
Project Schedule. The risk of loss to the hardware
specified in the Project Deliverables shall remain with the
Contractor until delivered, unpacked, uncrated and installed
all hardware and software specified in the Project
Deliverables at the City sites.
2.2 Equipment Condition and Availability. Equipment specified
as provided by the Contractor must be furnished as new,
still in production and in a condition which enables
manufacturer warranties to be valid.
2.3 Acceptance. The City's acceptance of each component of the
System shall be as set forth in the Statement of Work.
2.4 Proprietary Riqhts in Hardware and Manufacturer's Software.
2.4.1
Definitions. For purposes of this Agreement, the
following capitalized terms shall be defined as
set forth herein:
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(a) ~As-Built Specifications" shall mean, with
respect to any of the Positron Applications,
the specifications for such Positron
Application(s) delivered to the City upon the
City's acceptance of such Positron
Application in accordance with the Statement
of Work.
(b) ~Documentation" shall mean, with respect to
any Positron Application, those printed
instructions, manuals, and diagrams
pertaining to and furnished with such
Positron Application.
(c) ~Error" shall mean, with respect to any
Positron Application, a defect in the
Positron Application that prevents such
Positron Application from functioning in
accordance with the published specifications
pertaining thereto.
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(d) ~Maintenance Modifications" shall mean, with
respect to any Positron Application, a
computer software change to correct an Er or
in, and integrated into, such Positron
Application, but that does not alter the
functionality of such Positron Application
and that is provided to the City after the
Primary Agreement
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(e)
(f)
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2.4.2
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Primary Agreement
city's acceptance of such Positron
Application in accordance with the Statement
of Work. Maintenance Modifications are
provided at no additional cost during the
warranty period or any extended support
period.
"Object Code" shall mean computer programs
assembled or compiled from Source Code in
magnetic or electronic binary form on
software media, which are readable and usable
by machines, but not generally readable by
humans without reverse-assembly, reverse-
compiling, or reverse-engineering.
"Source Code" shall mean computer programs
written in higher-level programming
languages, sometimes accompanied by English
language comments. Source Code is
intelligible to trained programmers and may
be translated to Object Code for operation on
computer equipment through the process of
compiling.
(g) "Third-Party Products" shall mean all
software and hardware components specified in
the Project Deliverables and delivered by
Positron under this Agreement for integration
into the System other than the Positron
Applications.
(h) "Positron Application" shall mean any
Positron-supplied products, and all modules
corresponding thereto developed by the
Contractor and delivered to the City under
this Agreement and in accordance with the As-
Built Specifications relating thereto,
including all Maintenance Modifications
thereto, all Derivative Works thereof, and
all related Documentation.
Ownership of Software. The City acknowledges that
at all times the Contractor shall retain title to,
ownership of and all applicable identified
intellectual property rights, patents, copyrights
and trade secrets in any Positron Applications
(including all Derivative Works, Maintenance
Modifications, Enhancements and Documentation with
respect thereto) and any Positron Confidential
Information (including all proprietary information
pertaining to the design, engineering and use
thereof). Upon the City's acceptance of any
Positron Application in accordance with the
Statement of Work and the City's payment of all
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2.4.3
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amounts due hereunder with respect thereto, the
Contractor will grant to the City a limited right
to use the Positron Application, pursuant to the
terms and conditions defined in Exhibit E.
Third-Party Software. The Contractor may provide
to the City certain third-party software
applications in the quantities requested by the
City pursuant to this Agreement (the ~Third-Party
Software"). The right to use any such Third-Party
Software may be granted to the City under the
Software License Agreement or pursuant to a
separate software license agreement with the
developer of such Third-Party Software. The
Contractor represents and warrants that, prior to
the installation of any Third-Party Software on
the System, copies of any license agreement
relating to such Third-Party Software will be
provided to the City for review. The Contractor
will integrate such Third-Party Software into the
System and such Third-Party Software will
constitute a deliverable for purposes of this
Agreement. If the City requires additional
licenses or sublicenses beyond what is specified
in this Agreement, the City shall be responsible
for any additional costs associated with obtaining
such additional licenses and the costs and fees
associated with integration of such additional
Third-Party Software into the System. In the event
that additional licenses or sublicenses are
required as a consequence of Positron failing to
properly identify such license requirements during
the preparation of this agreement, Positron will
be responsible for any additional costs associated
with obtaining such licenses and the costs and
fees associated with integration of such
additional Third-Party Software into the System.
The City shall have no right to the Source Code
with respect to any Third-Party Software.
2.5 Confidential Information.
2.5.1
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Primary Agreement
City Confidential Information. All City
Confidential Information (as defined below) shall
be held in strict confidence by the Contractor,
and the Contractor shall not, without the City's
prior written consent, (a) disclose such
information to any person or entity other than to
the Contractor's employees or Contractors legally
bound to abide by the terms hereof and having a
need to know such information in connection wit
the Contractor's performance of its obligations
hereunder, or (b) use such information other than
in connection with the performance of its
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2.5.2
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Primary Agreement
obligations tiereunder. The term ~City
Confidential Information" shall include all City
data and other written information of a
confidential nature clearly labeled by the City as
being confidential. The Contractor understands
and agrees that the unauthorized use or disclosure
of City Confidential Information may irreparably
damage the City. In the event of the Contractor's
breach or threatened breach of any of the
provisions in this Section 2.5.1, the City shall
be entitled to an injunction obtained from any
court having appropriate jurisdiction restraining
the Contractor from any unauthorized use or
disclosure of any City Confidential Information.
Positron Confidential Information. All Positron
Confidential Information (as defined below) shall
be held in strict confidence by the City, and the
City shall not, without the Contractor's prior
written consent, (a) disclose such information to
any person or entity other than to the City's
employees or Contractors legally bound to abide by
the terms hereof and having a need to know such
information in connection with the City's
performance of its obligations hereunder, or (b)
use such information other than in connection with
the performance of its obligations hereunder. The
term ~Positron Confidential Information" shall
include the Positron Applications and all other
software applications developed by the Contractor,
whether or not licensed to the City, as well as
any written information disclosed by the
Contractor to the City under this Agreement,
including, but not limited to, any trade secrets,
confidential knowledge, data, information relating
to the Contractor's products, processes, designs,
formulas, methods, developmental or experimental
work, improvements, discoveries, plans for
research, new products, marketing and selling,
business plans, budgets and unpublished financial
statements, licenses, suppliers and customers,
information obtained through contact with the
Contractor's customers, proprietary information of
the Contractor's customers. The City understands
and agrees that the Positron Confidential
Information constitutes a valuable business asset
of the Contractor, the unauthorized use or
disclosure of which may irreparably damage the
Contractor. In the event of the City's breach or
threatened breach of any of the provisions in this
Section 2.5.2, the Contractor shall be entitled 0
an injunction obtained from any court having
appropriate jurisdiction restraining the City from
any unauthorized use or disclosure of any Positron
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2.5.3
2.5.4
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Primary Agreement
Confidential Information.
Exclusions. Notwithstanding Section 2.5.1 or
Section 2.5.2 hereof, neither City Confidential
Information nor Positron Confidential Information
shall include information which the recipient can
demonstrate by competent written proof (a) is now,
or hereafter becomes, through no act or failure to
act on the part of the recipient, generally known
or available or otherwise part of the public
domain; (b) is rightfully known by the recipient
without restriction on use prior to its first
receipt of such information from the disclosing
party as evidenced by its records; (c) is
hereafter furnished to the recipient by a third
party authorized to furnish the information to the
recipient, as a matter of right and without
restriction on disclosure; or (d) is the subject
of a written permission by the disclosing party to
disclose.
Exceptions. Notwithstanding Section 2.5.1 or
Section 2.5.2 hereof, disclosure of City
Confidential Information or Positron Confidential
Information shall not be precluded if:
(a) such disclosure is in response to a valid
order of a court or other governmental body
of the united States or any political
subdivision thereof; provided, however, that
the recipient of such confidential
information shall first have given notice to
the other party and shall have made a
reasonable effort to obtain a protective
order requiring that the information to be
disclosed be used only for the purposes for
which the order was issued;
(b) the City is contacted by a law enforcement
agency requesting subjective reference
information regarding the Contractor's
products, services, performance, and
timeliness under the scope of this Agreement.
(c) such disclosure is necessary to establish
rights or enforce obligations under this
Agreement, but only to the extent that any
such disclosure is necessary for such
purpose;
(d) the recipient of such confidential
information received the prior written
consent to such disclosure from the
disclosing party, but only to the extent
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permitted in such consent; or
(e) such disclosure is in response to a request
for information under the Federal Freedom of
Information Act or the California Public
Records Act (Gov't. Code Sec. 6250 et seq.),
but only to the extent that such disclosure
is required under such acts.
2.5.5
Survival. The obligations hereunder with respect
to each item of City Confidential Information and
Positron Confidential Information shall survive
the termination of this Agreement.
Primary Agreement
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PART III
WARRANTIES
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3.1 Contractor Commitments, Warranties and Representations.
The Contractor warrants that each Positron Application
shall, for a period of one year following acceptance of such
Positron Application in accordance with the Statement of
Work, conform to the As-Built Specifications with respect to
such Positron Application. Upon acceptance of each Positron
Application (on an application-by-application basis) in
accordance with the Statement of Work, the City may enter
into the Master Support Agreement (the "Support Agreement")
set forth as Exhibit F, pursuant to which Positron will
provide warranty support for a period of one year, without
cost to the City. Following the expiration of the warranty
period, the City will pay Positron the applicable support
fee if such Master Support Agreement is entered into so long
as no technical support problems remain unresolved, thus
commencing the extended support for such Positron
Application.
3.2 Warranty for Third Party Products. The Contractor makes no
warranty with respect to any software or hardware components
specified in the Project Deliverables other than the Positron
Applications. Warranty coverage for Third-Party Products
shall be passed through to the City and provided in
accordance with the original manufacturers' warranty
provisions. To the extent it has been authorized to do so,
the Contractor shall take all reasonable steps to assist the
City in coordinating technical support under any warranty
arrangement with respect to any Third-Party Products. For
any equipment specified in the Project Deliverables and
provided by Positron under this Agreement that is no longer
available due to model changes or other reasons beyond the
reasonable control of positron, Positron shall provide
equipment of same or equal quality, performance and
capacity. For any Third-Party Product which is no longer
available due to model changes or other reasons beyond the
control of the Contractor, the Contractor shall provide
equipment from the same or other City-approved manufacturer,
upon the same terms and conditions, including price, as set
forth herein, and said equipment shall be of same or better
quality, performance and capacity as the equipment
originally specified in the Project Deliverables.
3.3 Documentation. The Contractor shall provide current and
accurate Documentation with respect to each Positron
Application. including. without limitation. training
materials for each Positron Application and sufficient copies
thereof. as prescribed in the Statement of Work. It is the
intent of the parties that the training materials be writ
in a manner so that City personnel may utilize the materia
as a reliable resource for understanding the System's
operations,
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Primary Agreement
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PART IV
IMPLEMENTATION, PAYMENT SCHEDULE AND RELATED SERVICES
~ 4.1 Implementation Schedule. Implementation of the work and the
delivery and installation of hardware and software shall be
completed in accordance with the Project Schedule and
Statement of Work.
4.2 Delivery and Installation. The Contractor shall assume
responsibility for delivery, unpacking, uncrating and
installing all hardware and software specified in the
Project Deliverables at the City sites. Following
installation of the hardware, the Contractor shall test all
hardware in accordance with the manufacturer's standard
installation diagnostic procedures, if any. The Contractor
shall install and configure all hardware and software in
accordance with the Statement of Work.
4.3.1
4.3 Payment Terms.
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4.3.2
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Primary Agreement
Installments. The City shall make payments to the
Contractor (the ~Milestone Payments") in
accordance with the Milestone Payment Schedule
attached hereto as Exhibit D and incorporated
herein by this reference (the ~Milestone Payment
Schedule"). The Contractor shall prepare and
submit invoices for payment by the City under this
Agreement. Invoices for payments hereunder shall
be submitted to the following address:
Santa Ana Police Department
Attention: Michael R. Lewellen
city of Santa Ana
20 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana. California 92702
All payments shall be made within thirty (30) days
from the date of the applicable undisputed invoice
by check made payable to ~Positron Public Safety
Systems Corp" and delivered to 5101 Buchan Street,
Montreal, Quebec, H4P 3E9 Attention: Accounts
Receivable Department, or by such other means as
may be mutually acceptable to the parties.
Equipment Staging. Certain materials to be
delivered by the Contractor under this Agreement
shall be received by the Contractor and will
remain in the Contractor's possession at its
development facility for programming and system .
integration work by the Contractor prior to
delivery to the City. Payment for such materials
shall be due and payable by the City upon their
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receipt by the Contractor at the Contractor's
development facility, subject to the following:
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(a)
(b)
The amount to be paid by the City for such
deliverable goods shall be based on the price
specified in the Project Deliverables.
The Contractor will notify the City in
writing of the Contractor's receipt of such
deliverable goods at a Contractor development
facility. Within five (5) business days of
such notice of delivery, the City shall
verify the delivery of goods by either (i)
acceptance of the Contractor's certification
of goods received and receipt of a copy of
the packing list(s), or (ii) a physical on-
site inspection at the City's expense. The
City's failure to verify the goods within
such 5-day period shall waive the City's
right to object to or reject such goods.
Taxes. The prices set forth herein include
California sales tax but do not include any other
federal, state or local excise, sales, or lease
taxes now in force or which may be enacted in the
future, all such amounts being the sole and
independent responsibility of the City for direct
payment to such taxing authority. The prices are
inclusive of any gross income or similar taxes and
any amount of withholding taxes, Social Security,
insurance, and unemployment insurance with respect
to the Contractor's employees.
4.3.3
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4.4 Non-Exclusiveness of Remedies. Any right or remedy of
either party provided for in this Agreement, including, but
not limited to any guaranty or warranty or any remedy for
non-performance, shall be in addition to and not a
limitation of any right or remedy otherwise available by
law, equity, or statute.
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Primary Agreement
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PART V
INSTALLATION DEPENDENCIES AND DELAYS
5.1 City Responsibilities. The City agrees to provide those
services and facilities necessary for the implementation of
the System which are set forth as the City's obligations or
responsibilities in the Statement of Work (the "Client
Responsibilities"). The City acknowledges that the dates
set forth in the Project Schedule for completion of the
services to be provided by the Contractor under this
Agreement depend, in part, upon the timely fulfillment of
the City Responsibilities. The Contractor shall not be
responsible for any delays in the Project Schedule directly
and primarily caused by the City's failure to perform the
City Responsibilities or by any delays caused by a third
party under the City's control. In accordance with the
Statement of Work, the City shall respond within ten (10)
business days to any written request submitted by the
Contractor for information, clarification or approval of any
designs, specifications, documents, or proposed change
orders or amendments.
5.2 Chanqe Orders. The scope and schedule of services and
materials provided under this Agreement may be changed from
time to time only by a written change order (a "Change
Order") mutually agreed upon and signed by duly authorized
representatives of each of the parties. When a change
causes a modification to the Contract Price or the amount of
time needed to complete such change. the Milestone Payment
Schedule and Project Schedule shall be amended. as
necessary. Design, development and implementation work on
change order items will be performed at a price to be
mutually agreed upon by the parties. The Contractor shall
negotiate in good faith and in a timely manner as to the
price of the change orders. If the parties reach an
agreement, the Agreement shall be amended as necessary to
reflect the change order.
5.3 Contractor Caused Delays: Time is of the essence in the
performance of this Agreement; therefore, Contractor shall
adhere to the completion dates in the Project Schedule. The
parties agree that if, due to no fault of the City or any
third party under the City's control, certain milestones are
not completed in accordance with the Project Schedule,
actual damages sustained by the City because of such
delay(s) will be uncertain and difficult to determine, and
that the reasonable foreseeable damage incurred by City is
hereby stipulated to be $1,000 per calendar day, up to a
maximum not-to-exceed amount of $25% of the total contract
value. Such damages will be applied in the event completion
of the mutually agreed upon milestones as identified in t
statement of work completion criteria are not achieved in
accordance with the Project Schedule. If such event is in
jeopardy of not being achieved in accordance with the
Primary Agreement
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Project Schedule, Contractor shall inform the City in
writing of the potential delay no less than thirty (30) days
prior to the scheduled event. Contractor's written
notification of the potential delay shall include a proposed
recovery plan for the City's consideration and approval.
The City's approval of such recovery plan shall not be
unreasonably withheld. If the City approves the
Contractor's recovery plan, damages relating to the delay
shall only apply to the newly adjusted Project Schedule.
Primary Agreement
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PART VI
ADDITIONAL TERMS AND CONDITIONS OF THE WORK
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6.1
Storage of Materials; Cleaning Up. It shall be the
Contractor's responsibility to clean any areas impacted by
the performance of its duties under this Agreement. The
City will not be responsible for loss of, or damage to,
materials, tools, appliances or work arising from acts of
theft, vandalism malicious mischief or other causes at the
City, or any partner agency locations. The Contractor shall
remove all debris arising from the performance of its
services hereunder on a daily basis and upon completion of
such services.
6.2 Extra Work. No claims for extra work will be allowed unless
the same shall have been previously agreed to by the City in
a written Change Order pursuant to Section 5.2 hereof.
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6.3 Status Reports. The Contractor shall submit, in a format
mutually agreeable to both parties, written monthly reports
on the status of the work so that the City is kept fully
informed of its progress. The City shall designate in
writing, from time to time, its project director or other
representative to whom required reports shall be directed.
The reports shall be submitted to the City so that they are
received by the City no later than the 10th day of each
calendar month. The Contractor agrees to attend monthly on-
site meetings with the Project Team which may be waived with
the approval of the Project Manager.
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Primary Agreement
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7.1
PART VII
GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT
Verification of Background. The Contractor agrees that any
employee, agent, subcontractor or Contractor having access
to any installation site or to any records or information
relating, pertaining to or included in the System shall be
required to provide their name, date of birth and driver's
license number and, at City's expense, shall submit to
fingerprinting and a "California Identification Search" in
order to verify the person's status and fitness to perform
under this Agreement. The City's Police Chief will have
sole discretion on whether to approve or disapprove any
Contractor employee. Delays associated with the subjective
rejection of a Contractor employee will constitute an
excusable Contractor delay. Delays associated with the
rejection of a Contractor employee related to the
identification of active warrants, investigative wants, or
probation and/or parole mandates will constitute a
Contractor caused delay. Approved Positron employees or
agents agree to notify the City in writing should they be
arrested, detained, investigated or convicted of any crime
during the term of this agreement.
7.2 Assignment. Except as expressly provided for herein,
neither party shall have the right to assign all or any
portion of its rights and licenses granted or delegate any
obligations assumed under this Agreement, and any attempted
assignment or delegation shall be null and void.
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7.2.1
7.2.2
Subcontracting. Notwithstanding the provisions of
Section 7.2, the Contractor shall have the right
to delegate matters to such subcontractors as are
approved in writing by the City's Police Chief or
his designee.
Permitted Assignment. Notwithstanding the
provisions of Section 7.2, the Contractor may,
without the prior written consent of any party,
assign this Agreement to a successor purchasing
all or substantially all of the Contractor's
business or assets through asset sale, merger or
other transaction.
7.3 Termination. This Agreement will terminate or may be
terminated as provided in this Section 7.3.
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7.3.1
Primary Agreement
Termination for Default. Either party may
terminate this Agreement upon a default of the
other party. A party is in default if the party
fails to comply substantially with any material
term, condition or provision of this Agreement.
In the event of default, the non-defaulting party
shall notify the defaulting party in accordance
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Primary Agreement
with Section 7.11 hereof of the specific act or
omission that constitutes the default, with
sufficient detail to provide the defaulting party
a reasonable opportunity to cure such default.
The defaulting party shall have twenty (20)
business days from the date of receipt of such
notification to cure such default. In the event
of default, and during the above-specified cure
period, performance under this Agreement shall
continue as though the default had never occurred.
In the event the default is not cured within the
above specified cure period, then the non-
defaulting party may, at its sole option,
terminate this Agreement for default. Such
termination shall be accomplished by written
notice of termination delivered in accordance with
Section 7.11 hereof and shall be effective at the
close of business on the date such notice is
received or the close of business on the
termination date specified in such notice,
whichever occurs later.
Te~ination for Convenience. The City may
terminate this Agreement in whole or in part
whenever for any reason the City shall determine
that such termination is in the best interest of
the City. In the event that the City elects to
terminate the Agreement pursuant to this
provision, it shall so notify the Contractor in
accordance with Section 7.11 hereof and the
termination shall be effective as of the close of
business on the date such notice is received or
the close of business on the termination date
specified in such notice, whichever occurs later.
Te~ination for Bankruptcy or Insolvency. In the
event that the Contractor shall cease conducting
business in the normal course due to insolvency,
become insolvent, make a general assignment for
the benefit of creditors, suffer or permit the
appointment of a receiver for its business or its
assets or avail itself of, or become subject to,
any proceeding under the Federal Bankruptcy Act or
any other statute of any state relating to
insolvency or the protection of the rights of
creditors, the City may, at its option, terminate
this Agreement. In the event the City elects to
terminate this Agreement under this provision, it
shall do so by sending notice of termination to
the Contractor in accordance with Section 7.11
hereof and the termination shall be effective
of the close of business on the date such notic
is received or the close of business on the
termination date specified in such notice,
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whichever occurs later.
Primary Agreement
Page 18
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7.3.4
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7.3.5
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Primary Agreement
Procedure on Termination. Upon termination of
this Agreement, the Contractor shall:
(a) Stop work under the Agreement on the date and
to the extent specified in the notice of
termination;
(b) Place no further orders or subcontract for
materials, services or facilities, except as
may be necessary for completion of such
portion of the work under the Agreement as is
not terminated;
(c) Terminate all orders and subcontracts to the
extent that they relate to the performance of
work terminated by the notice of termination,
(d) With the approval of the City, settle all
outstanding liabilities and all claims
arising out of such termination of orders and
subcontracts, the cost of which would be
reimbursable under this Agreement in whole or
in part; and
(e) Take such action as may be necessary, or as
the City may direct, for the protection and
preservation of any and all property or
information related to the Agreement which is
in the possession of the Contractor and in
which the City has an interest.
Consequences of Termination. Upon termination of
this Agreement:
(a) Except as provided in Section 7.3.4 hereof,
the Contractor shall be under no further
obligation to provide services hereunder;
(b) The Contractor shall return to the City all
Cify Confidential Information in the
Contractor's possession and shall certify in
a written document signed by an officer of
the Contractor that all such information has
been returned;
(c) The City shall return to the Contractor all
Positron Confidential Information in the
City's possession (including, without
limitation, all devices, records, data,
notes, reports, proposals, lists,
correspondence, specifications, drawings,
blueprints, sketches, materials, equipment or
other documents or property relating to such
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Positron Confidential Information and all
copies of any of the foregoing (in whatever
medium recorded)) and all Third Party
Products in its possession not yet accepted
and not yet paid for in full together with
all copies of documentation and other
material related thereto, and shall certify
in a written document signed by an authorized
officer of the City that all such information
and material has been returned;
~
(d) The City shall cause payments to be made to
the Contractor within thirty (30) days of
receipt of invoice for all outstanding
invoices submitted to the City prior to the
effective date of the termination and for all
work performed prior to the effective date of
the termination, as well as for other costs
incurred prior to, or as a result of, the
termination (including without limitation all
cancellation, restocking or residual fees
resulting from the cancellation or return of
Third Party Products ordered from or shipped
by the vendor thereof prior to the effective
date of the termination) based upon the
percentage of work completed at the time of
termination and based upon the prices,
amounts and rates set forth in the Project
Deliverables and the Milestone Payment
Schedule; provided, however, that in no event
shall the amount of money paid under this
provision exceed the Contract Price; and
(e) All provisions of this Agreement that by
their nature would reasonably be expected to
continue after the termination of this
Agreement shall survive the termination of
this Agreement.
7.4 Laws to be Observed. All services to be performed by
Contractor pursuant to this Agreement shall be performed in
accordance with all applicable federal, state, county, and
municipal laws, including, but not limited to, the Americans
with Disabilities Act of 1990, as amended, and Section 504
of the Rehabilitation Act of 1973, as amended, which
prohibits discrimination on the basis of handicap in
programs and activities receiving any federal or county
financial assistance. Such services shall also be performed
in accordance with all applicable ordinances and
regulations, including, but not limited to, appropriate
licensure, certification regulations, provisions pertainin
to confidentiality of records, and applicable quality
assurance regulations.
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Page 20
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Contractor shall study and comply with all applicable
federal, state and local laws, rules and regulations
affecting the Contractor and his/her work hereunder and
shall ensure that all subcontractors do the same. Contractor
represents and warrants to City that Contractor has and will
keep in effect during the term of this Agreement all
licenses (including but not limited to the City of Santa Ana
business license), permits, qualifications and approvals of
whatsoever nature which are legally required for Contractor
to practice Contractor's profession and to do the work
hereunder.
Contractor agrees to abide by the requirements of the
Immigration and Control Reform Act pertaining to assuring
that all newly-hired employees of Contractor performing any
services under this Agreement have a legal right to work in
the United States of America, that all required
documentation of such right to work is inspected, and that
INS Form 1-9 (as it may be amended from time to time) is
completed and on file for each employee. Contractor shall
make the required documentation available upon request to
City for inspection
\...
7.5 Governinq Laws. The validity, interpretation, performance,
and enforcement of this Agreement shall be governed by the
laws of the State of California. All legal proceedings
brought in connection with this Agreement may only be
brought in court located in Orange County, California. Each
party hereby agrees to submit to the personal jurisdiction
of those courts for any lawsuits filed there against such
party arising under or in connection with this Agreement.
7.6 Permits and Licenses. Except with respect to permits,
licenses, fees and notices imposed or required by the City's
site preparation to be completed by the City as required by
this Agreement, and except with respect to those which are
referenced in the Statement of Work as the responsibility of
the City, the Contractor shall procure all permits and
licenses, pay all charges and fees and give all notices
necessary and incidental to the due and lawful prosecution
of the services to be performed by the Contractor hereunder.
\..
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Page 21
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\..
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7.7 Force Majeure. Neither party shall be responsible for
delays caused by acts of God or of the public enemy,
terrorism, fire, floods, tidal waves, earthquakes,
epidemics, strikes, labor disputes, shortage of materials
and freight embargoes, power failures or spikes, provided
that the party desiring to invoke this clause shall notify
the other party in writing of the cause or causes of the
delay within ten (10) business days of the beginning of such
cause or causes and shall exercise due diligence in
attempting to avoid any delays and/or the impacts of any
delays. A delay caused by a shortage of materials shall not
be excused unless the party seeking to invoke this clause
furnishes documentary proof that it has diligently made
every effort to obtain such materials from all known
sources.
7.8 No Third Party Beneficiaries. This Agreement is not
intended to create any right in or for the public, or any
member of the public, any subcontractor, supplier or any
other third party, or to authorize anyone not a party to
this Agreement to maintain a suit to enforce or take
advantage of its terms. The duties, obligations and
responsibilities of the parties to this Agreement with
respect to third parties shall remain as imposed by law.
7.9 Nondiscrimination Standards. Contractor shall not
discriminate in its performance under the Agreement either
directly or indirectly on the grounds of race, color.
religion. sex, age. national origin, or other prohibited
grounds in its employment practices, and shall take
affirmative steps to ensure that applicants are employed and
employees are treated during employment without regard to
race. color. religion, sex. age. national origin. or other
prohibited grounds.
7.10 Conflict of Interest. The Contractor hereby certifies that
no officer, agent or employee of the City who may have a
pecuniary interest in this Agreement has participated in the
procurement of this Agreement on the part of the City, that
this Agreement was procured in good faith without fraud,
collusion or connection of any kind with any other vendor
for the same call for proposals and the Contractor has
competed solely in its own behalf without obligation to any
undisclosed person or firm.
7.11 Notices. All notices, requests, demands, or other
communications required or permitted to be given hereunder
must be in writing and must be addressed to the parties at
their respective addresses set forth below and shall be
deemed to have been duly given when (a) delivered in person'
(b) sent by facsimile transmission indicating receipt at th
facsimile number where sent; (c) upon receipt after being
deposited with a reputable overnight air courier service; or
Primary Agreement
Page 22
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(d) upon receipt after being deposited with the United
States Postal Service, for delivery by certified or
registered mail, postage pre-paid and return receipt
requested. All notices and other communications regarding
default or termination of this Agreement shall be delivered
by hand or sent by certified mail, postage pre-paid and
return receipt requested. Either party may from time to time
change the notice address set forth below by delivering
notice to the other party in accordance with this section
setting forth the new address and the date on which it will
become effective.
If to the City:
City of Santa Ana Police Department
Attention: Michael R. Lewellen
City of Santa Ana
20 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana. California 92702
If to the Contractor:
Positron Public Safety Systems Corp
5101 Buchan
Montreal, Quebec
H4P 2R9
Attention: Reg Weiser, CEO
C.C.: Dimitra Diplarakos, Corporate Legal Counsel
Fax: (514) 345-2227
7.12 Insurance. Prior to undertaking performance of work under
this Agreement. Contractor shall maintain and shall require
its subcontractors. if any. to obtain and maintain insurance
as described below;
Primary Agreement
Page 23
a.
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Commercial General Liability Insurance. Contractor
shall maintain commercial general liability insurance
naming the City, its officers, agents, volunteers, and
employees as additional insured(s) and shall include,
but not be limited to protection against claims arising
from bodily and personal injury, including death
resulting therefrom and damage to property, resulting
from any act or occurrence arising out of Contractor's
operations in the performance of this Agreement,
including, without limitation, acts involving vehicles.
The amounts of insurance shall be not less than the
following: single limit coverage applying to bodily and
personal injury, including death resulting therefrom,
and property damage, in the total amount of $1,000,000
per occurrence. Contractor shall supply City with a
fully executed additional insured endorsement in
substantially the form attached hereto as Exhibit B
upon execution of this Agreement and shall be approved
in form by the City Attorney.
b. Business automobile liability insurance, or equivalent
form, with a combined single limit of not less than
$1,000,000 per occurrence. Such insurance shall
include coverage for owned, if applicable, hired and
non-owned automobiles.
c.
Worker's Compensation Insurance. In accordance with
the provisions of Section 3300 of the Labor Code,
Contractor, if Contractor has any employees, is
required to be insured against liability for worker's
compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this
Agreement, Contractor agrees to obtain and maintain any
employer's liability insurance with limits not less
than $1,000,000 per accident.
d.
e. The following requirements apply to the insurance to be
provided by Contractor pursuant to this section:
(i)
Contractor shall maintain all insurance
required above in full force and effect for the
entire period covered by this Agreement.
Certificates of insurance shall be furnished to
the City upon execution of this Agreement and
shall be approved in form by the City Attorney.
Certificates and policies shall state that the .
policies shall not be canceled or reduced in
coverage or changed in any other material
aspect without thirty (30) days prior written
notice to the City.
(ii)
(iii)
Primary Agreement
Page 24
f.
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If Contractor fails or refuses to produce or maintain
the insurance required by this section or fails or
refuses to furnish the City with required proof that
insurance has been procured and is in force and paid
for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such
termination shall not effect Contractor's right to be
paid for its time and materials expended prior to
notification of termination. Contractor waives the
right to receive compensation and agrees to indemnify
the City for any work performed prior to approval of
insurance by the City.
7.13 Miscellaneous Provisions.
7.13.1
7.13.2
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Primary Agreement
Modifications. This Agreement may be modified
only by mutual written agreement by both parties.
Waiver. In order to be effective, any waiver of
any right, benefit or power hereunder must be in
writing and signed by an authorized representative
of the party against whom enforcement of such
waiver would be sought, it being intended that the
conduct or failure to act of either party shall
imply no waiver. Neither party shall by mere
lapse of time without giving notice or taking
other action hereunder be deemed to have waived
any breach by the other party of any of the
provisions of this Agreement. No waiver of any
right, benefit or power hereunder on a specific
occasion shall be applicable to any facts or
circumstances other than the facts and
circumstances specifically addressed by such
waiver or to any future events, even if such
future events involve facts and circumstances
substantially similar to those specifically
addressed by such waiver. No waiver of any right,
benefit or power hereunder shall constitute, or be
deemed to constitute, a waiver of any other right,
benefit or power hereunder. Unless otherwise
specifically set forth herein, neither party shall
be required to give notice to the other party, or
to any other third party, to enforce strict
adherence to all terms of this Agreement.
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7.13.3
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7.13.4
7.13.5
\...
7.13.6
7.13.7
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Primary Agreement
Headings and Interpretation. The headings of
parts, sections and subsections used in this
Agreement are included solely for convenience of
reference and shall not control the meaning or
interpretation of any of the provisions of the
Agreement. Notwithstanding the fact that one or
more provisions of this Agreement may have been
drafted by one of the parties to this Agreement,
such provisions shall be interpreted as though
they were a product of a joint drafting effort and
no provisions shall be interpreted against a party
on the ground that said party was solely or
primarily responsible for drafting the language to
be interpreted.
Number and Gender; Dates. Whenever applicable
within this Agreement, the singular shall include
the plural and the plural shall include the
singular and a pronoun of one gender shall refer
to any appropriate gender. All references to days
in this Agreement shall mean calendar days unless
otherwise specifically stated.
Severability. If any provision of this Agreement
shall for any reason be held to be invalid,
illegal, unenforceable, or in conflict with any
law of a federal, state, or local government
having jurisdiction over this Agreement, such
provision shall be construed so as to make it
enforceable to the greatest extent permitted, such
provision shall remain in effect to the greatest
extent permitted and the remaining provisions of
this Agreement shall remain in full force and
effect,
Counterparts. This Agreement may be executed
simultaneously or concurrently in one or more
counterparts, each of which shall be deemed a
duplicate original but all of which together shall
constitute one and the same Agreement.
Entire Agreement. The making, execution and
delivery of this Agreement has been induced by no
representations, statements, warranties or other
agreements except as expressed by the written
terms of this Agreement. The parties acknowledge
that no employee, agent or representative of the
Contractor has the authority to bind the
Contractor to any representation not expressly
contained in a written agreement signed by an duly
authorized representative of the Contractor. This
Agreement embodies the entire understanding of th
parties and supersedes all prior or
contemporaneous proposals, purchase orders,
Page 26
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7.13.8
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Primary Agreement
understandings, representations, conditions,
warranties, covenants and other telecommunications
between the parties, whether oral or written,
relating to the subject of the Agreement unless
expressly set forth or referred to in the
Agreement. The parties agree that this Agreement
may not in any way be contradicted by a prior or
existing course of dealing between them or by any
usage of trade or custom.
Indemnification and Hold Ha~less. To the full
extent permitted by law, Contractor shall
indemnify, hold harmless, release and defend City,
its officers, employees and agents from and
against any and all actions, claims, demands,
damages, disability, losses, expenses including
attorney's fees and other defense costs and
liabilities of any nature that may be asserted by
any person or entity including Contractor, in
whole or in part, arising out of Contractor's
activities hereunder, including the activities of
other persons employed or utilized by Contractor
in the performance of this Agreement (including
design defects and regardless of City's approval,
use or acceptance of the work or work product
hereunder) excepting liabilities due to the
admitted or adjudicated sole negligence or willful
misconduct of City. This indemnification,
defense, etc., shall include any claim for patent
or copyright infringement. If the adjudicated or
admitted sole negligence or willful misconduct of
City has contributed to a loss, Contractor shall
not be obligated to indemnify City for the
proportionate share of such loss caused by such
sole negligence or willful misconduct. This
indemnification obligation is not limited in any
way by any limitation on the amount or type of
damages or compensation payable by or for
Contractor under Worker's Compensation, disability
or other employee benefit acts or the terms,
applicability or limitations of any insurance held
or provided by Contractor and shall continue to
bind the parties after termination/completion of
this Agreement.
This Agreement is made pursuant to and
incorporates by reference the terms and conditions
of the City of Santa Ana Computer Aided Dispatch
Primary Agreement (the ~Agreement") by and between
Positron Public Safety Systems Corp. (the
~Contractor") and the City of Santa Ana (the
~City"). Except as set forth in this Agreement,
the parties agree that the terms and conditions
set out in the Agreement apply and are
Page 27
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incorporated by reference into this Agreement.
All capitalized terms not defined in this
Agreement shall have the meanings set out for such
terms in the Agreement.
1.0 DEFINITIONS
In this Agreement, unless otherwise specified,
these capitalized terms shall have the following
meanings:
"Hardware" means the hardware set out in the
Quotation.
"Maintenance Services" means the support and
maintenance services for the System set out in the
Agreement and in the Quotation.
"Software" means the software set out in the
Quotation.
"System" means the Hardware and the Software set
out in the Quotation.
"Quotation" means Exhibit B, attached to the
Agreement.
~
7.13.9
Disclaimers and Limitations of Liability: Subject
to anything to the contrary contained herein, the
Contractor's sole obligation and liability and the
City's sole remedy for the Contractor's
negligence, breach of warranty, breach of contract
or for any other liability in any way connected
with or arising out of the Agreement, the System,
and the related services and materials to
implement the System, or the Maintenance Services
shall be as follows:
a. In all situations involving performance or
non-performance of the Hardware or any
component thereof, the City's sole remedy
shall be the repair or the replacement of the
Hardware or said component.
b. The City's sole remedy for breach of its
Software warranty shall be the replacement of
the Software. Any replacement Software shall
be warranted for the remainder of the
original warranty period or thirty (30) days,
whichever is longer.
c.
For any other claim in any other way related
to the subject matter of this Agreement or
any order under this Agreement, the City
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Page 28
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Primary Agreement
shall be entitled to recover actual and
direct damages; provided that the
Contractor's liability for damages for any
cause whatsoever, and regardless of the form
of the action, whether in contract or in tort
(including negligence), shall be limited to
the value of this Agreement.
The Contractor shall not be held responsible for
correcting reported Software defects which cannot
be reproduced on either the Contractor's or the
City's systems. A reproducible defect is a defect
that can be reproduced so that the source of the
defect can be found and corrected.
The Contractor shall not be obligated to repair or
replace any item of the System which has been
repaired by others, abused or improperly handled,
improperly stored, altered or used with third
party material, software or equipment, which
material, software or equipment may be defective,
of poor quality or incompatible with the System,
and the Contractor shall not be obligated to
repair or replace any component of the System
which has not been installed by the Contractor.
IN NO EVENT SHALL THE CONTRACTOR BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
PUNITIVE, EXEMPLARY OR SIMILAR OR ADDITIONAL
DAMAGES INCURRED OR SUFFERED INCLUDING LOSS OF
PROFITS, LOSS OF REVENUES, LOSS OF DATA, LOSS OF
BUSINESS INFORMATION, LOSS OF GOODWILL, LOSS OF
EXPECTED SAVINGS OR BUSINESS INTERRUPTION ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE
SYSTEM, SUPPLIES, MAINTENANCE OR OTHER SERVICES
FURNISHED HEREUNDER, EVEN IF THE CONTRACTOR HAS
BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF
SUCH DAMAGES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
THE CONTRACTOR DISCLAIMS ANY FURTHER CONDITIONS,
REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR
ORAL, EXPRESSED OR IMPLIED, INCLUDING THE
CONDITIONS AND WARRANTIES OF MERCHANTABILITY,
MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, PERFORMANCE AND THOSE ARISING FROM
STATUE, TO THE EXTENT PERMITTED BY LAW. THE
CONTRACTOR DOES NOT WARRANT THAT THE SYSTEM WILL
OPERATE WITHOUT INTERRUPTION OR THAT IT WILL BE
ERROR FREE.
The remedies provided herein are the parties' sole
remedies. The essential purpose of these
stipulated remedies is to completely allocate the
risk between the parties. The prices and charges
Page 29
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in the Agreement reflect such an allocation of
risks, and accordingly this limitation of remedies
shall not have failed in its essential purpose so
long as the Contractor is willing and able to
perform as provided above.
7.13.10
Contractor's Power and Authority. The Contractor
warrants that it has full power and authority to
grant the rights herein granted and will hold the
City hereunder harmless from and against any loss,
cost, liability, and expense (including reasonable
attorney fees) arising out of any breach of this
warranty.
7.13.11
Staff Approval.
\.,.,
(a) Within ten (10) days of execution of this
Agreement, the Contractor shall designate in
writing a single individual to act as the project
manager (the "Contractor Project Manager"). The
Contractor Project Manager shall be knowledgeable
regarding the nature. implementation and use of
the System. and shall have sufficient prior
working experience with the implementation and use
of the System. including its hardware and software
components. so that the Contractor Project Manager
can serve as a resource and guide to the City in
the implementation and use of the System. The
Contractor Project Manager shall ensure the
Contractor's compliance with, and shall coordinate
appropriate schedules in connection with, the
Contractor's obligations hereunder. The
Contractor shall use its best efforts to maintain
the same Contractor Project Manager for the
duration of this Agreement. However. the
Contractor may change the individual designated
hereunder by providing the City with fifteen (15)
days advance written notice designating the new
individual authorized to act as the Contractor
Project Manager. Notwithstanding the foregoing.
the Contractor has the right to appoint a
temporary Contractor Project Manager in connection
with short-term unavailability. sick leave or
reasonable vacations provided that it notifies the
City in writing of any such temporary
appointments.
(b) Within ten (10) days of the execution of this
Agreement, the City shall designate in writing a
single individual to act as the City's project
manager (the "City Project Manager"). The City
Project Manager shall ensure the City's compliance
with, and shall coordinate appropriate schedules
\....i
Primary Agreement
Page 30
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in connection with, the City's obligations
hereunder. The City shall use its best efforts to
maintain the same City Project Manager for the
duration of this Agreement. However. the City may
change the individual designated hereunder by
providing the Contractor with advance written
notice designating the new individual authorized
to act as the City Project Manager.
Notwithstanding the foregoing. the City has the
right to appoint a temporary City Project Manager
in connection with short-term unavailability, sick
leave or reasonable vacations provided that it
notifies the Contractor in writing of any such
temporary appointments.
(c) The Contractor Project Manager and the City
Project Manager shall be accessible by telephone
or by electronic pager throughout the duration of
this Agreement. Prior to cutover of the System,
the Contractor Project Manager shall be available
eight (8) hours per day five (5) days per week,
excluding holidays and weekends. From time to
time it may be necessary to adjust those hours to
support specific project goals and objectives.
Such adjustments shall be made as agreed to by
both parties. During any Reliability Testing
period described in the Statement of Work with
respect to any Positron Application, the
Contractor Project Manager must be available on a
twenty four (24) hour basis, seven (7) days per
week.
\,..
(d) If Client should desire that Positron replace its
Project Manager or any other personnel assigned to
assist the project, such request shall be made in
writing, include the Client's basis for the
request, and delivered in accordance with Section
7.11 hereof. Positron's compliance with such
requests shall not be unreasonably withheld.
7.13.12
Patents and Royalties. The Contract Price
specified herein is deemed to include all
royalties or license fees arising from the use of
any design, device or materials or other component
specified in the Project Deliverables that are
covered by patent, trademark or copyright, and the
Contractor expressly warrants that by executing
this Agreement, the City is entitled to use each
such component without infringing upon any patent,
trademark or copyright. The Contractor represent
that it has secured all necessary licenses,
sublicenses, consents or approvals to use all
components of the System specified in the Project
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Primary Agreement
Page 31
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Deliverables, including, without limitation, all
software, and to license, sublicense or resell
such components under the Contractor's name. The
Contractor covenants to defend, indemnify and hold
harmless the City from any loss, claim or
liability in any way related to a claim that the
City is violating laws or any contractual
provisions relating to trade names, licenses,
franchises, patents or other means of protecting
interests in any components of the System
specified in the Project Deliverables. In case a
Positron Application delivered under this
Agreement is held to be infringing and its use is
enjoined, the Contractor, at its option and
expense, shall: (a) secure for the City the right
to continue using such Positron Application by
suspension of any injunction or by procuring any
necessary license or sublicense for the City; or
(b) modify such component so that it becomes non-
infringing; or (c) remove such Positron
Application and refund all sums paid therefore
without prejudice to any other rights of the City.
These covenants shall survive the termination of
this Agreement and are in addition to any other
rights or remedies of the City specified in this
Agreement or otherwise provided by law.
\...;
7.13.13
Resolution of Disputes.
(a) The parties to this Agreement shall exercise their
best efforts to negotiate and settle promptly any
dispute that may arise with respect to this
Agreement in accordance with the provisions set
forth in this Section 7.13.12(a).
(i) If either party (the "Disputing Party")
disputes any provision of this Agreement, or
the interpretation thereof, or any conduct by
the other party under this Agreement, that
party shall bring the matter to the attention
of the other party at the earliest possible
time in order to resolve such dispute.
(ii) If such dispute is not resolved by the
employees responsible for the subject matter
of the dispute within ten (10) business days,
the Disputing Party shall deliver to the
first level of representatives below a
written statement (a "Dispute Notice")
describing the dispute in detail, including
any time commitment and any fees or other
costs involved.
~ (iii)Receipt by the first level of representatives
of a Dispute Notice shall commence a time
Primary Agreement Page 32
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period within which the respective
representatives must exercise their best
effort to resolve the dispute. If the
respective representatives cannot resolve the
dispute within the given time period, the
dispute shall be escalated to the next higher
level of representatives in the sequence as
set forth below.
(iv)
If the parties are unable to resolve the
dispute in accordance with the escalation
procedures set forth below, the parties may
assert their rights under this Agreement.
Escalation Timetable
(Business Davs)
o to 5th
6th to loth
11 th to 15th
Positron
Representative
Client
Representative
Project Manager
Project Manager
Operations Manager
MJV
Executive Officer
MJV
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(b) Notwithstanding the fact that the parties may be
attempting to resolve a dispute in accordance with
the informal dispute resolution procedures set
forth in Section 7.13.12(a) hereof, the parties
agree to continue without delay all their
respective responsibilities under this Agreement
that are not affected by the dispute.
(c) Notwithstanding the foregoing, either party may,
before or during the exercise of the informal
dispute resolution procedures set forth in Section
7.13.12(a) hereof, apply to a court having
jurisdiction for a temporary restraining order or
preliminary injunction where such relief is
necessary to protect its interests pending
completion of such informal dispute resolution
procedures.
7.13.14 News Releases. News releases and all other
related information pertaining to this Agreement
shall not be made available to anyone by the
Contractor without the prior written approval of
the City.
7.13.15 Immigration Laws. The Contractor shall take all
steps necessary to ensure that all its employees
and any subcontractors are authorized to work in
the United States as required by the Immigration
Reform and Control Act of 1986.
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7.13.16
Time is of The Essence. Time is of the essence
Primary Agreement
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7.13.17
7.13.18
~
7.13.19
7.13.20
....
Primary Agreement
for the parties' performance of this Agreement.
Equipment Compatibility. The Positron
Applications will not fail to perform in
accordance with the performance standards set
forth in the Statement of Work as a result of the
equipment specified in the Project Deliverables
and provided by the Contractor under this
Agreement. The Contractor shall not be
responsible for the performance of the Positron
Applications in combination with any other
products, elements, or components not supplied by
the Contractor except to the extent that the
Contractor has provided the interface between such
equipment and non-Positron products, elements or
components pursuant to this Agreement.
Records Retention. Upon reasonable advance
written notice to the Contractor and subject to
the confidentiality provision contained in Section
2.5 hereof, the Contractor agrees to provide to
the City, to any federal or state department
having monitoring or reviewing authority, to
City's authorized representatives and/or their
appropriate audit agencies reasonable access to
and the right to examine and audit records and
documents necessary to determine compliance with
relevant federal, state, and local statutes,
rules, and regulations, and this Agreement, and to
evaluate the quality, appropriateness and
timeliness of services performed; provided,
however, that this right shall not be exercised
unreasonably and shall be conducted during the
Contractor's normal business hours and in such a
manner as to minimize disruption of the
Contractor's day to day operations. Contractor
shall maintain and preserve all financial records
relating to this Agreement for a period of three
(3) years from the termination date of this
Agreement, or until audit findings are resolved,
whichever is greater.
Future Purchase. Should the City elect to purchase
additional Positron products in the future on a
sole source basis, the City will be entitled to a
minimum discount of 25% of all related license
fees, with pricing to be based on then-current
average Positron product costs.
Souroe Code Esorow. Positron shall retain a copy
of the Santa Ana-specific versions of the Positron
Application source code, and shall also deposit a
copy of that source code into an escrow account
pursuant to a SourceHarbor Escrow Agreement no
Page 34
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I
7.13.21
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Primary Agreement
later than final system acceptance by the City.
City shall be a named beneficiary of that account,
and will receive deposit verification and semi-
annual deposit histories directly from
SourceHarbor. Positron will deposit copies of all
modules associated with Positron Application(s)
implemented hereunder, and those deposits shall
include the developer's notes. In an event
whereby City is granted access to the source code
held in escrow, City will not be assessed any
additional license fees for the use of the Source
Code. Ongoing maintenance of the escrow deposit
account will be provided as long as the City
continues maintenance support in accordance with
the terms of the then-current Support Agreement
between Positron and the City (see Section 3.1
hereof) .
As used in the SourceHarbor Agreement, "Release
Condition" shall mean the existence of anyone or
more of the following circumstances, uncorrected
for more than thirty (30) days:
a. Entry of an order for relief under Title 11
of the United States Code;
The making by Depositor of a general
assignment for the benefit of creditors;
c. The appointment of a general receiver or
trustee in bankruptcy of Depositor's business
or property; or
d. Action by Depositor under any state or
federal insolvency or similar law for the
purpose of its bankruptcy, reorganization, or
liquidation.
b.
Standard of Care. City relies upon the
professional ability of Contractor and
representations regarding the type of work to be
performed as a material inducement to entering
into this Agreement, Contractor shall perform the
professional services hereunder in accordance with
the highest professional standards of those
architects/engineers engaged in providing
[designate type of architectural/engineering
services] design services. Contractor agrees that
the acceptance of his work by City shall not
operate as a waiver or release of said obligation
of Contractor. The absence. omission. or failure
to include in this Agreement. items which are
normally considered to be a part of generally
accepted professional procedure or which involve
specialized professional judgment appropriate to
Page 35
"'"",
7 . 13 . 22
7.13.23
"'""
7.13.24
'"
Primary Agreement
the type of work to be performed under this
Agreement shall not be used as a basis for
submission of inadequate work or incomplete
performance,
Covenant Against Contingent Fees. The Contractor
warrants that he has not employed or retained any
company or person. other than a bona fide employee
working for the Contractor. to solicit or secure
this Agreement. and that he has not paid or agreed
to pay any company or person. other than a bona
fide employee. any fee. commission. percentage.
brokerage fee. gift, or any other consideration.
contingent upon or resulting from the award or
making this Agreement, For breach or violation of
this warranty, the City shall have the right to
annul this Agreement without liability. or. in its
discretion to deduct from the Agreement price or
consideration. or otherwise recover. the full
amount of such fee, commission. percentage,
brokerage fee. gift. or contingent fee.
Statement of Economic Interest. If City determines
Contractor comes within the definition of
Contractor under the Political Reform Act
(Government Code S87100), Contractor shall
complete and file and shall require any other
person doing work under this Agreement to complete
and file a "Statement of Economic Interest" with
the Clerk of the City of Santa Ana disclosing
Contractor and/or such other person's financial
interests. In such case, Contractor shall not
make or participate in making or in any way
attempt to use Contractor's position to influence
a governmental decision in which Contractor knows.
or has reason to know, Contractor has a financial
interest other than the compensation promised by
this Agreement. Contractor represents that
Contractor has diligently conducted a search and
inventory of Contractor's economic interests. as
defined in the regulations promulgated by the Fair
Political Practices Commission. and has determined
that Contractor does not, to the best of
Contractor's knowledge. have an economic interest
that would conflict with Contractor's duties under
this Agreement. Contractor will immediately
advise the General Counsel of Authority if
Contractor learns of an economic interest of
Contractor's during the term of this Agreement.
Right to Adequate Assurance of Performance. Eac
party to this Agreement undertakes the obligation'"
that the other's expectation of receiving due .
performance will not be impaired. When reasonable
Page 36
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Primary Agreement
grounds for insecurity arises with respect to the
performance of either party, the other may in
writing demand adequate assurance of due
performance, and until it receives such assurance,
may, if reasonable, suspend any performance for
which the agreed return has not been received.
"Reasonable" includes not only the conduct of a
party with respect to other agreements with
parties to this Agreement or others. After
receipt of a justified demand, failure to provide
within a reasonable time, but not exceed fifteen
(15) days, such assurance of due performance as is
adequate under the circumstances of the particular
case is a repudiation of this Agreement.
Acceptance of any improper delivery, service or
payment does not prejudice the aggrieved party's
right to demand adequate assurance of future
performance.
Page 37
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SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
fust above written.
ATTEST:
CITY OF SANTA ANA
, ,
O~{2.
DAVIDN. ~
P A TRIGIA B. HEALY
Clerk of the Council
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHBR
City Att rney
By:
Michael Vigliotta
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
a
\v~-
. Paul M. Walters
Police Chief
# or Individual SS # ~ - 2~ ~ Ilo.:tD
Primary Agreement
Page 38
MARSH
Certificate of Insurance
No. 2004-91
Dated:
\"..
This document supersedes any certificate previously issued under this number
This is to certify that the policies of insurance listed herein have been issued to the insured named herein for the period of insurance indicated.
Notwithstanding any requirement, term or condition of any contract or other document with respect to which the certificate may be issued or
may pertain, the insurance afforded by the policies listed herein is subject to all the terms, conditions and exclusions of such policies. Limits
shown may have been reduced by paid claims.
This certificate is issued as a matter of information only and confers no rights upon the Certificate Holder other than those provided by this
policy. This Certificate does not amend, extend or alter the coverage afforde~J~'):: the policies described herein.
Chubb Insurance!
Canada
~aOled Insured and Address:
pOmRON lNe.
sr()\~' llUcllan Street
Montreitl, ~C 841' 2R9
Certificate Holder:
CITY OF SANTA ANA
20 Civic Center Plaza
Santa Ana, CA 92701
Type(s) of Insurance
""""Jl
">,,:~~ cy
Number(s)
'~~~2.54.54
":',iki
Effective!
Expiry Dates
Oct 31, 2004 to
Oct 31, 2005
Sums Insured Or Limit. of Liability
COMPREHENSIVE GENERAL
LIABILITY
. Inclusive Limits Bodily Injury and
Property Damage Liability.
Aggregate with respect to
Products & Completed
o erations
Each Occurrence or
Accident
Non - Owned Auto
$ 1,000,000
$ 1.000,000
$ 1.000,000
Additional information:
~ '1:,
_ Comprehensive General Liability:'TelllmI$L.:gaiLability: $1,000,000 Limit
\".. _ Policy #3532-54-54 includes Premisesopl:l1ltions, Products! Completed Operations, Contractual, Broad Form Property Damage,
Independent Contractors,P~lJnjurY.'" ,.,' ,.",,'"
>''1':':' '<. ">'>/: .': ...'. J', <':":/"'<!'.<:-.;:',J-
The City of Santa Ana.~Q,CivicC<mtel: Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers andJ:epresentativ!lS'
are added as ADDITIONAL INSURED but only with respect to operations performed by or on behalf of the Named Insured.
'/:',':-'>".. .... _ ":<__:,OJ
Notice of cancellation: .-..<':<::.i:~-::;>,;.:. ":"';,'
Should any of the policies de8!:*lled'herein be cancelled before the expiration date thereof, the insurer(s) affording coverage will :
endeavour to mail 30 days written notice to the certificate holder named herein, but failure to mail such notice shall impose no ohligation
or liability of any kind upon the insurer(s) affording coverage, their agents or representatives, or the issuer of this certificate.
Marsh Canada Limited
1981 McGill College Avenue
Suite 820
Montreal, QC H3A 3T4
Telephone: 514~285-4756
Fax: 514-285-4718
luc.lousignant@marsh.com
Marsh Canada Limited
By, /) /J
~~ -
-
Luc Tousignant
\"..,
~
EXHIBIT A
STATEMENT OF WORK
~
"""
Exhibit A: Statement of Work
\.r
TABLE OF CONTENTS
'-"
Task 1 :
Task i-A:
Task 1-B:
Task 1-C:
Task 1-D:
Task 1-E:
Task 2 :
Task 3 :
Task 4 :
Task 6:
Task 5 :
Task 8-A:
Task 8-8:
Task 8-C:
Task 8-D:
Task 8-E:
Task 6 :
Task 7 :
Task 8 :
Task 9 :
Task 10 :
Task 11 :
Task 12 :
Task 13 :
Task 14 :
\,..,
Project Kickoff. ........ ................................. ............. ................... ....... ......... .......... ............................... 4
Finalize Hardware Requirements and Conduct Site Survey/Preparation ................................. 6
Develop Project Schedule ...............................................................................................................7
Conduct CAD Preconfiguratlon.......................................................................................................7
GeoFile (MAP) Build Workshop ...................................................................................................... 8
Requirements Validation process for CAD, Mobile, and Interfaces........................................... 9
Positron Base Software Installation....................................................,........................................ 10
Geofile Installation/Tralnlng (Map maintenance) ...................................................................... 11
CAD Configuration............................ .................. ................. .......................................................,... 11
CAD Subsystem Interfaces .......................................................................................................... 12
Mobile Implementation................. .................... ............... ................... .........,.......... ...................... 13
Software Receipt and Installation................................................................................................ 14
Positron Mobile Tailoring and Configuration .............................................................................. 15
Positron Mobile Technlcal/User Training..................................................................................... 16
Positron Mobile Acceptance Testing............................................................................................17
Deliver Positron Mobile As-Built Specification Documents .......................................................18
Deliver CAD Documentation........................................................................................................19
CAD Functional Testing ................................................................................................................. 19
Final CAD Equipment Installation ................................................................................................ 20
CAD Subsystem Integration Testing ........................................................................................... 21
CAD Technical/User Training and Documentation .................................................................... 22
CAD Production Cutover....... ......... ...... ..... ........... ..................... ......... ......... ......... .............. ............ 23
CAD Subsystem Reliability Testing .................................................................................,............ 24
CAD Refresher Training.......... ............... ..... ..... ........ ........................... ..................................... ...... 26
Total System Integration Validation............................................................................................26
Exhibit A: Statement of Work
EXHIBIT A
\....- STATEMENT OF WORK
General Information:
The following Statement of Work (SOW) defines the principal activities and responsibilities of all parties for
the implementation of a Computer Aided Dispatch (CAD) provided by Positron Public Safety (herein after
referred to as "Positron") to support Santa Ana Police Department law enforcement dispatch operations.
Pos~ron will supply the following components:
. Computer Aided Dispatch Subsystem: POWER CAD
. Power MIS
. Power Mobile
. Power MAP
. Intranet Viewer
. Mobile Chat Software
Software versions will be defined as the most current version at time of installation.
And the following interfaces:
. CAD - Telephony Devices (supplied by Positron under separate agreement)
. CAD - Telephone Device for the Deaf (TDD)
. CAD - Police RMS
. CAD - CLETS/Orange County/NCIC/NLETS (bidirectional) via Datamaxx
. CAD - Mobile Software [(Mobile client, RMS client), (bidirectional)]
~
(Unless otherwise indicated from the context in which it is used, the word "system" shall be used herein to
refer to the compilation of the foregoing subsystems, interfaces and ancillary systems).
No deviation of this SOW will be allowed without written consent from the Santa Ana Project Manager.
Nevertheless, Santa Ana recognizes that projects of this magnitude will likely encounter various
unforeseeable events that may cause tasks to overlap or change, and such change will be permissible
with the approval of Santa Ana Project Manager.
This SOW is contingent upon both Positron and Santa Ana fulfilling their respective responsibilities as
defined in the Agreement and within this document.
Attachments
The following attachments are included with this SOW:
Attachment A-1 CAD and Mobile Acceptance Test Plan
Attachment A-2 Project Change Order
Attachment A-3 Interface Control Document
Attachment A-4 Hardware Configuration & Site Survey
Attachment A-5 CAD and Mobile Training Plan
Attachment A-6 Definitions of Terms within the SOW
\....-
2
\.,...
,-,.
'-
exhibIt A: statement of Work
General Project Management Responsibilities
Project management occurs throughout the project and is involved in every task. The overall project
management activities are listed here for reference.
Positron ResDonslbllities:
a. Maintain project communications with Santa Ana's Project Manager.
b. Manage the efforts of the Positron staff and coordinate Positron activities with the Santa Ana
Project Manager.
c. Conduct on site status meetings with Santa Ana's Project Manager on a monthly basis, or when
reasonably required at the discretion of Santa Ana to discuss project status.
d. Provide timely responses, within ten (10) business days, to issues raised by Santa Ana's Project
Manager.
e. Prepare and submit, no later than the fifth business day of each month, a status report that
includes: the accomplishments of the previous month, activities planned for the current month and
an update to the project schedule in Microsoft Project 1998 (or latet') format.
f. Prepare and submit project Change Proposals to Santa Ana's Project Manager as necessary.
g. Prepare and submit Task Completion Letler(s) to Santa Ana's Project Manager as necessary.
Santa Ana ResDonslbllltles:
a. Maintain project communications with the Posnron Project Manager.
b. Manage the efforts of Santa Ana staff and coordinate Santa Ana activities with the Positron
Project Manager.
c. The Project Manager must ensure that their personnel have ample time, resources, and expertise
to carry out their respective tasks and responsibilities.
d. The Project Manager or his designee will participate in the status meeting with the Posnron Project
Manager on a monthly basis or as may otherwise be reasonably required to discuss project status.
e. Provide timely responses, within ten (10) business days, to Issues raised by the Positron Project
Manager.
f. Liaison with all Santa Ana-provided third-party vendors and associated systems.
g. Ensure acceptable Change Orders are approved by authorized signature(s).
h. Ensure acceptable Task Completion Letler(s) are approved by the Project Manager or his
designee.
i. Ensure timely payment of invoices.
j. Ensure Positron access to server and network equipment and work areas on a 24x7 basis, with
pre-authorization for off-hours.
k. Provide workspace for Positron personnel as reasonably requested.
3
SOW Format:
exhibit A: Statement of Work
Each task includes the following: Title, Objective, Task Description, Responsibilities and Completion
Criteria. The tasks are depicted on the project schedule. All parties recognize that the SOW is not
formatted chronologically with contractual obligations defaulting to Project Schedule unless otherwise
noted.
\.,..
Task 1:
Objective:
Project Kickoff
Task Description:
Establish project schedules and procedures.
The project will be initiated with a Project Kickoff including all key Santa Ana and Positron project
participants.
The objectives of this first multi-day task are:
.
.
.
.
.
.
.
.
.
.
~. .
.
To introduce all project participants
Review roles of key participants
Establish a clear chain of communication and authority
Establish a project action item log process
Review overall project scope and objectives
Review resource and scheduling requirements for the Requirements Validation meetings
Review and collect API data as required.
Finalize Hardware Requirements and conduct site survey/preparation (Task 1-A)
Develop project schedule (Task 1-8)
Conduct CAD pre~nfiguratlon work (Task 1-C)
Conduct a geofile (Map) build workshop (Task 1-D) - Task to be completed and scheduled as
a follow-up task subsequent to initial kick-off
Review Requirements Validation process (Task 1-E)
Responsibilities:
Positron shall:
a. Designate a Project Manager who will direct Positron's efforts and serve as the primary point of
contact for Santa Ana. The responsibilities of the Positron Project Manager include:
.
.
.
.
.
.
.
~
Maintain project communications with Santa Ana's Project Manager.
Manage the efforts of Positron staff and coordinate Positron activities with Santa Ana's project
team members.
Measure, evaluate and report the progress against the Project Schedule, to be developed and
maintained in Microsoft Project 1998 or higher.
Resolve deviations from the Project Schedule.
Monitor the project to ensure that support resources are available as scheduled and as
identified in the Agreement.
Coordinate and oversee the installation of all licensed Positron application software.
Review and administer change control procedures through Santa Ana's Project Manager,
whereby Santa Ana's requested change and associated payment schedule is described in a
Standard Change and Approval Letter commonly referenced as a "Project Change Order",
4
\...-
\...
\...
exhibit A: Statement of Work
issued by the Positron Project Manager.
. Conduct on-site status meetings with Santa Ana's Project Manager on a monthly basis, or as
may otherwise be reasonably required to discuss project status. Posnron must make
themselves available for monthly on-site meetings, recognizing that Santa Ana may waive
their right to hold an on-site meeting if conditions warrant.
· Provide timely responses to issues related to project progress raised by Santa Ana's Project
Manager,
· Prepare and submit, no later than the fifth business day of each month, a status report that
identifies the activities of the previous month, as well as activities planned for the current
month, including an updated Project Schedule.
b. Establish a schedule, location and agenda to meet with Santa Ana personnel for the requirements
validation meetings related to software configuration.
c. Deliver one (1) complete set of Functional System Description manuals for all applications to
Santa Ana.
d. Work with Santa Ana personnel in designing and approving of the format of an action item log to
be used in conjunction with the Project Schedule. The purpose of the log is to identify outstanding
issues, provide continual status updates on specific tasks and to identify responsibilities of the
parties.
Santa Ana shall:
a. Designate a Project Manager whose responsibilities include:
. Maintain project communications with Positron's Project Manager.
· Identify the efforts required of Santa Ana staff to meet Santa Ana's task requirements and
milestones in the Statement of Work and Project Schedule.
. Assist Positron in developing a detailed Project Schedule defining the detailed tasks and a
schedule of Positron and Santa Ana responsibilities.
. Review the Project Schedule with Positron's Project Manager.
. Mon nor the project to insure that support resources are available as sched uled.
. Attend status meetings with Positron's Project Manager.
· Provide timely responses to issues related to project progress raised in writing by Positron's
Project Manager.
· Liaison and coordinate wnh other Santa Ana agencies, other governmental agencies and
Santa Ana's vendors, contractors and common carriers.
· Review and administer change control procedures, hardware and software certification, and
all related project tasks required to maintain the implementation schedule.
. Ensure that all documents are approved or rejected by Santa Ana within ten (10) business
days of submission, unless explicitly addressed In the Contract or Statement of Work.
· Approve and release payments in a timely manner.
b. Ensure that all appropriate Santa Ana personnel attend and actively participate in the Project
Kickoff Session.
c. Ensure acceptable Standard Change Order and Approval Letter(s) are approved by authorized
signature(s).
d. Work with Positron personnel in designing and approving of the format of an action item log to be
5
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a.
\..r b.
c.
d.
Exhibit A: Statement of Work
used in conjunction with the Project Schedule. The purpose of the log is to identify outstanding
issues, provide continual status updates on specific tasks and to identify responsibilities of the
parties.
Completion Criteria:
This task is considered complete when the Project Kickoff Session has been held with Positron
representatives in attendance, an action item log has been developed by both Positron and Santa Ana,
and a schedule has been prepared and all subtasks have been completed in their entirety.
Task I-A:
Finalize Hardware Requirements and Conduct Site Survey/Preparation
Objective:
Validate and finalize Santa Ana's hardware and third-party software requirements.
Task Description:
Posnron will reevaluate the proposed hardware configuration for accuracy and completeness. This
validation step will also include verification of hardware, operating system software, and third-party
software warranty periods and future maintenance costs (if any).
Responsibilities:
Positron shall:
Verify with Santa Ana personnel, Positron recommended computer processor(s), operating
system software, third-party software, all associated workstations, printers, communications and
related components.
Assign a hardware technician to review all hardware, operating system software and third-party
products.
Prepare a final hardware and operating system software deliverables list, thus amending Project
Deliverables as appropriate.
Review Santa Ana's existing communications environment to ensure compatibility wnh the
equipment and subsystems proposed, and make recommendations as applicable to meeting
these requirements.
e. Review Santa Ana's mobile data device types for police and fire and certify that they are compliant
with Positron's minimum hardware requirements for optimal application use.
f. Pre-plan installation activities with Santa Ana and all subcontractors.
Santa Ana shall:
a. Provide, upon request, information on existing hardware and operating system software
components and terminal networks, as well as projected utilization statistics and other information
as is reasonably required to validate final hardware requirements.
b. Review the final hardware and operating system software configuration with the Positron project
team.
c. Review Positron's recommendations regarding any existing communications networks and
workstations and make any and all necessary modifications identified by Positron to ensure
compatibility with the eqUipment and system to be installed.
\..
Completion CrIteria:
6
exhibit A: Statement of Work
\...
This task is considered complete when:
The final hardware and operating system software configuration is complete and warranty periods for all
equipment, operating system software and third-party software are detenmined and documented.
Task 1-B:
Develop Project Schedule
ObJective:
Establish the Project Schedule
Task Description:
The objective of this task is to finalize the Project Schedule (to be developed and maintained in MS Project
1998 or higher) based upon the requirements identified and the associated project objectives, plans,
schedules, approvals, priorities and inter-dependencies among tasks. The resulting document defines the
specific project tasks to be completed, documents the final implementation schedule for each subsystem,
and identifies the hardware and software warranty periods which comprise the overall system to be
implemented.
Positron shall:
a. Review with Santa Ana personnel the identified implementation tasks, priorities, inter-
dependencies and other requirements needed to establish the final Project Schedule.
b. Prepare the final Project Schedule document and deliver it to Santa Ana.
c. Review the Project Schedule wijh Santa Ana personnel and make changes and/or corrections that
are mutually agreed upon.
\...
Santa Ana shall:
a. Analyze with Positron project personnel the identified requirements and make such
implementation decisions as are reasonably required to finalize the Project Schedule.
b. Review the final Project Schedule and identify in writing any specific deficiencies found within
twenty (20) business days.
Completion Criteria:
This task is considered complete upon the resolution of deficiencies found during the twenty-day Project
Schedule review, and upon mutual agreement of the finalized project schedule.
Task 1-e:
Conduct CAD preconflguration
ObJective: Review Positron CAD application with City dispatch and technical personnel to identify
baseline functionality and any site-specific configuration that is required.
Task DeSCription:
Positron shall provide on-site interviews with City personnel to identify the base Positron CAD software
functionality. Additionally, Positron will show City personnel the City-configurable changes to the CAD
application and will identify what changes they will be making as part of the implementation. Positron will
also discuss any future CAD application software features that were proposed in the Positron RFP
response, but are not yet in productive use, providing the City with assurances that such features will b
provided in the next release of the application.
~ Positron shall:
7
Exhibit A: Statement of Work
\...:
Review wRh Santa Ana personnel the specific Positron CAD application functionality.
Identify, in writing on the action item log, site-specific alterations that will be made as part of the
standard installation process (i.e., changing headers and footers to read "City of Santa Ana Police
Department", etc.).
Provide an on-sRe working demonstration of the product for review (not merely written material).
Review with City personnel outstanding configuration requirements and provide written assurance
that such changes will be included in the next Positron CAD version release.
Santa Ana shall:
a,
b,
c.
d,
a. Assign dispatch personnel to attend the pre-configuration review.
b. Identify requirements for future implementation, based on Positron's RFP responses.
Completion Criteria:
This task is oonsidered complete when Positron has identified all oonfigurable options for the CAD
application, has documented the site-specific changes to be included in the base implementation and has
identified those modifications that will be provided as part of the next Positron CAD release.
Task 1-D:
GeoFlle (MAP) Build WorkshOp
Objective:
To initiate the development of a final geographic file resource for use by the Positron
products ,
\..r Task Description:
The workshop will enable Santa Ana to provide existing ArcView Shape Files and other material to be
used for the creation of boundary maps.
Responsibilities:
PosRron shall:
a. Conduct an initial conference call to discuss and evaluate source data and source maps.
b. Conduct an initial conference call to oollectlcreate service boundary data and to discuss service
boundary delineation requirements and how they are used in CAD.
c. After assessing the data, source maps, and issues discussed during Kick-off, a Geofile Project
Plan will be created. The Geofile Project Plan outlines the build approach and will be submitted to
Santa Ana for review.
d. Create a document with a complete description of the process for data creation, maintenance and
updates.
e. Discuss and resolve all outstanding issues related to the final Geofile Project Plan within five
business days of receipt of any changes requested by Santa Ana,
Santa Ana shall:
\",.. a.
Supply Positron with existing ArcView mapping data.
8
b.
~ c.
d.
\..r
\,...
exhibit A: Statement of Work
Appoint a geofile system administrator to be the single point of contact with Positron to resolve all
geofile issues and appoint a backup geofile coordinator to receive training.
Ensure that all necessary GIS resources are made available to Positron.
Carefully review the proposed final Geofile Project Plan with Positron personnel and provide any
requested changes within five business days of the delivery of the plan.
Completion Criteria:
This task is considered complete once Santa Ana and Positron have reviewed and finalized a Geofile
Project Plan.
Task l-E:
Requirements Validation process for CAD, MObile, and Interfaces
Objective:
Review and subsequently document system tailoring and configuration requirements for
the following: CAD, Mobile and any interfaces provided under this agreement.
Task Description:
Positron will begin preparation of the system specification and interface control documentation for all
supplied software and interfaces.
Review meetings will be held for each application subsystem to be installed in order to validate all
requirements for tailoring, configuration and the implementation of extemal interfaces as identified in the
above referenced proposal and the interface control document.
Using Positron's Functional System Description documents and the interface control document (ICD),
Positron will work with the appropriate Santa Ana staff to validate and document all tailoring and
configuration requirements for each subsystem and for each interface to be installed. This information will
be summarized in a Change List document to be mutually agreed upon by Positron and Santa Ana.
Santa Ana considers standard system tailoring to include the renaming of agency-specific data elements
and the refonnatting of existing data-entry screens, as well as defining site-specific parameters.
Responsibilities:
Positron shall:
a.
Review, with Santa Ana personnel, Positron's Functional System Description documents and
validate those items to be tailored and configured.
Conduct detailed system demonstrations where necessary to aid in the requirements validation
process.
Review the CAD and Mobile Functional System Description documents with the appropriate Santa
Ana personnel and document any changes and/or corrections that are mutually agreed upon in a
Change List.
Analyze, with Santa Ana personnel, the interface control document included as an exhibit to the
contract.
Submit the Change List to Santa Ana within thirty (30) business days of completion of the
Requirements Validation Session for each subsystem. ~
Address any deficiencies identified by Santa Ana in the Change List within ten (10) business days. .
Exceptions to this tenn can be negotiated between the respective Project Managers at their
discretion.
b.
c.
d.
e.
f.
9
~ a.
b.
c.
d.
e.
\....
'-'
Exhibit A: Statement of Work
Santa Ana shall:
Provide, upon request, currently existing information, data, records, and documents and make
such design decisions as are reasonably required to document changes necessary for the
Positron applications.
Provide detailed specifications and definitions for all interfaces to non-Positron systems.
Ensure that appropriate Santa Ana personnel are present and actively participating in scheduled
Requirements Validation meetings.
Review the Functional System Descriptions and Change List documents submitted by Positron
and identify in writing any specific deficiencies found within twenty (20) business days.
Address any issues regarding Change List deficiencies raised by Positron within ten (10) business
days. Exceptions to this term can be negotiated between the respective Project Managers at their
discretion.
Completion Criteria:
This task is considered complete when:
All issues related to tailoring and configuration has been resolved in written agreement between Santa Ana
and Positron in a single document.
Task 2:
Positron Base Software Installation
Objective:
Install and test all third party software, install base CAD application at SAPO facility.
Task Description:
During this phase, all applicable baseline CAD application software, as well as the vendor's operating
system software, necessary for this phase of the project to be completed, will be loaded on Santa Ana's
server equipment (located at SAPO facilities).
Responsibilities:
Positron shall:
a. Install the application software at SAPO.
b. Assist Santa Ana with coordinating the installation of software on any Santa Ana-owned hardware
that will be used to load baseline software (i.e., existing servers, laptops, etc.).
c. Install the baseline CAD licensed software within this configuration.
d. Teslthe initial operation of the baseline CAD subsystem and provide a status report to Santa
Ana's project manager upon completion.
e. Provide written certification of successful installation.
Santa Ana shall:
a. Be available to address and answer questions that arise during the installation of the baseline
CAD application software.
10
\or
a.
b.
c.
d.
e.
'-1 f.
'-'
Exhibit A: Statement of Work
Completion Criteria:
This task is considered complete when the primary CAD and third party application software has been
installed on the SAPO hardware and has been certified by Positron to be operational.
Task 3:
Geofile Installation/Training (Map maintenance)
ObJective:
Prepare Santa Ana map data for insertion into the Positron CAD environment.
Task Description:
Convert and install the initial City GIS Map into Positron CAD Application and train City GIS personnel in
the proper workflow to update the map and then insert the new map into the production environment.
Responsibilities:
Positron shall:
Identify the geometrical map needs and database structure necessary to run the POWER CAD
System.
Translate existing Santa Ana map data into the required Positron format.
Identify data Workflow and Map Validation routines.
Train Santa Ana GIS personnel how to utilize the identified workflow and Validation routines.
Train Santa Ana personnel to edit/update and insert a new map into the CAD environment.
Supply Santa Ana with standard documentation on the Map Update procedures.
Santa Ana shall:
a. Provide Positron with pilot map data.
b. Identify Santa Ana personnel from both the GIS Department and the Dispatch group that will act
as System Administrators who will have the ongoing responsibility for map creation/editing.
Completion Criteria
This task will be considered complete when the initial map has been inserted into the PosRron CAD
environment and Santa Ana personnel have been trained in the proper procedures for map updates and
inserting a updated map into the CAD environment.
Task 4:
CAD Configuration
ObJective:
Configure CAD for Santa Ana and provide instruction to Santa Ana on configuration
procedures.
Task Description:
Conduct all CAD software tailoring that is the responsibility of Positron based upon standard and ordinary
site-specific set up processes (i.e., modifying site-specific information such as headerslfooters, etc.).
PosRron will conduct a x-{!ay training course for designated Santa Ana personnel so Santa Ana personnel
acquire the knowledge necessary to enter all the data in the CAD database tables (incident types, status
11
Exhibit A: Statement of Work
"'"
codes, vehicle configuration, etc.), to configure the available parameters to meet Santa Ana's operational
needs of the CAD system (fire run cards, traffic stops, call stacking options, etc.), and to develop status
windows for display of desired incident and unit information (pending call queues, active unit display, etc.).
Responsibilities:
Positron shall:
a. Tailor and unit test proposed application software that has been designated for installation and in
accordance with the RFP and the Change Lisllnstruct Santa Ana personnel, including the CAD
system administrator, on completing the entry of data in the CAD database tables.
b. Instruct training participants on the configuration options for system functionality.
c. Provide phone support for participants of the class after training has been completed.
d. Upon notification by Santa Ana that all configuration has been completed, the assigned Positron
engineer shall spot-check select parameters and databases for accuracy and completeness.
Santa Ana shall:
a. Assign appropriate personnel, to include the CAD system administrator and other participants of
the CAD Pre-Configuration Workshop, to attend the CAD Configuration training course.
b. Complete the entry of all data in the CAD database tables prior to the Train the Trainer course.
Completion Criteria:
This task is considered complete when Positron has provided the described training to Santa Ana
personnel.
'-:
Task 6:
CAD Subsystem Interfaces
ObJective:
Develop, install and test all CAD Subsystem Interfaces.
Task Description:
Once the equipment and software have been installed on Santa Ana's premises, all remaining local and
remote interfaces as specified in the list of deliverables in the contract documents will be developed,
installed and tested.
Responsibilities:
Positron shall:
a. Design, develop, transfer, install, tailor and unit test all software required for the following CAD
subsystem interfaces resulting In their operating in accordance with the Functional System
Description, Change List and Interface Control Documents:
. CAD - Telephony Devices (supplied by Positron under separate agreement)
. CAD - Telephone Device for the Deaf (TOO)
. CAD - Police RMS
. CAD - CLETS/Orange County/NCIC/NLETS (bidirectional) via Datamaxx
. CAD - Mobile Software [(Mobile client, RMS client), (bidirectional)]
b.
Identify all required information on record layouts and documents necessary to establish interfaces
with all local and remote systems and facilities sixty (60) days prior to installation (failure to identify
interface requirements sixty (60) days prior to installation will trigger a contractor-caused delay).
~
12
exhibit A: Statement of Work
\..
Santa Ana has made every effort to include interface specification requirements in the attached
interface control document. However, Positron is responsible for identifying and requesting all
information necessary to successfully install and test every interface identified within this task and
the Interface Control Document sixty (60) days prior to installation.
Santa Ana shall:
a. Provide requested information on record layouts and documents necessary to establish
interfaces wRh all local and remote systems and facilities at least thirty (30) days prior to
scheduled interface work.
b. Provide and install all communications lines and equipment not provided by Positron as
deliverabies according to the contract documents.
c. Ensure that necessary certifications, approvals and other related issues will be completed by
Santa Ana at least thirty (30) calendar days prior to scheduled interface work.
d. Provide all required liaison support with the agencies and vendors required to support the
interfaces.
e. Ensure that the necessary technical support is made available for installation, testing and
demonstration of the interfaces.
Completion Criteria:
This task is considered complete when each interface is installed and unR tested. The operation or
availability of the external system or third-party software is necessary for task completion.
Task 5:
Mobile Implementation
~
Install, configure and demonstrate Mobile functionality.
Objective:
Task Description:
Positron will provide the Mobile software, to provide messaging via CAD/Mobile Chat software, logging,
syntax translation (require definition and specification), and security capabilities for Mobile Data
Computers (MDCs), as outlined in the Functional System Description, including the following interfaces:
. Mobile - Wireless infrastructure
. Mobile - CLETS/Orange County/NCIC/NLETS (via Datamaxx)
. Mobiie - Positron CAD (Digital dispatch, status updates, status reports, self-initiated calls, and
other functionality as outlined in the Functional System Description).
The software license will support site license mobile units.
Responsibilities:
Positron shall:
a. Request record layouts and documents necessary to establish interfaces with all local and remote
systems and facilities at least seventy five (75) days prior to scheduled interface work.
b. Design, develop, transfer, install, tailor and unit test all software required for the following mobile
subsystem interfaces resulting in their operating in accordance with the Functional System
Description, Change List and Interface Control Documents:
\.. . Mobile - Wireless infrestructure
13
Exhibit A: Statement of Work
'-
. Mobile - CLETS/Orange County/NCICINLETS (via Datamaxx)
. Mobile _ Positron CAD (Digital dispatch, status updates, status reports, self-initiated calls, and
other functionality as outlined in the Functional System Description ).
Santa Ana shall:
a. Provide requested information on record layouts and documents necessary to establish interfaces
with all local and remote systems and facilities at least thirty (30) days prior to scheduled interface
work.
b. Provide and install all communications lines and equipment not provided by Positron as
deliverables according to the contract documents.
c. Ensure that necessary certifications, approvals and other related issues will be completed by
Santa Ana at least thirty (30) calendar days prior to scheduled interface work.
d. Provide all required liaison support with the agencies and vendors required to support the
interfaces.
e. Ensure that the necessary technical support is made available for installation, testing and
demonstration of the interfaces.
Completion Criteria:
This task is considered complete when each interface is installed and unit tested. The operation or
availability of the extemal system or third-party software/hardware is necessary for task completion.
Task B-A:
Software Receipt and Installation
\..r
Objective:
Install, configure and demonstrate software necessary for the operation of the Positron's
mobile client.
Task Description:
During this phase, the message switch software will be installed and performance certification completed
on the system hardware. All applicable software, as well as equipment vendor's operating system
software, necessary for this phase of the project to be completed, will be loaded on Santa Ana's server
equipment.
Responsibilities:
Posllron shall:
a. Provide Santa Ana with an inventory list, including serial numbers, of all equipment delivered to
Santa Ana related to the scope of services.
b. Configure and install the mobile client, to include the operating system software, the
communications PC card and TCPIIP configuration and peripheral equipment (i.e., workstations)
In City.
c. Configure message switch including address and user tables.
d. Conduct the following on-site testing:
\",.
. Wireless Connectivity
. Messaging
. CLETS/Orange County/NCIC Connectivity
14
\"...
~
\"...
Exhibit A: Statement of Work
. CAD Connectivity
. RMS Connectivity (if not available at this time, must be completed once RMS is operational)
. In-vehicle mapping
. In-vehicle paging
e. Install and configure the mobile software on six (6) Santa Ana-supplied mobile data computers
(MDCs).
f. Provide Santa Ana with the training necessary to install the mobile software on the remaining
Santa Ana-supplied MDCs.
g. Demonstrate the primary operation of six (6) Santa Ana-supplied MDCs for the purposes of
receiving dispatch messages, entering status changes, displaying data from CAD data files and
inquiries into remote databases including CLETS, Orange County, NCIC and NLETS.
h. Assume all responsibility and costs for acquisttion, shipping, installation, hardware and software
configuration, configuration changes and additions as required during the project, equipment
sizing and performance, system software installation and setup, and compatibility with proposed
application software.
i. Install the required equipment vendor operating system software on the servers and associated
equipment.
j. Provide weekly telephonic status reports.
k. Provide written certification upon successful installation.
Santa Ana shall:
a.
Approve for full payment any previously agreed upon computer equipment and third-party software
that has been delivered to Santa Ana.
Be available to address and answer questions that arise during the installation of the baseline
application software.
Assume responsibility for preparing Santa Ana-owned network, electrical and telephone
connections for the proposed Positron products.
Install and configure the mobile software on all remaining Santa Ana-supplied MDCs.
b.
c.
d.
Completion Criteria:
This task is considered complete when the message switch and third party software has been installed at
Santa Ana and the related hardware has been certified by Positron, to be operational to specification.
Task 8-B:
Positron Mobile Tailoring and Configuration
Objective:
Tailor and customize mobile client according to Santa Ana specifications.
Task Description:
Positron software tailoring and configuration is to be performed by Positron personnel based upon Santa
Ana's mobile data requirements and Change List documents as approved by Santa Ana.
Responsibilities:
Positron shall:
15
a.
\...- b.
c.
d.
e.
f.
g.
~
\...-
exhibit A: Statement of Work
Tailor, customize and unit test proposed MDC screens in accordance with the Change List
documents.
GUI hard coded, we can change button text.
Customize the status codes available to mobile users.
Provide CAD API and client screens.
Develop CAD to server interface.
Provide RMS API and client screens.
Develop RMS to server interface.
Objective:
Tailor and customize mobile client according to Santa Ana specifications.
Task Description:
Positron software tailoring and configuration is to be performed by Posnron personnel based upon Santa
Ana's mobile data requirements and Change List documents as approved by Santa Ana.
Responsibilities:
Task S-C:
Positron Mobile Technical/User Training
Objective:
Conduct Positron technical and user training.
Task Description:
A full-scale training program will be developed and scheduled exclusively for Santa Ana and then
conducted to thoroughly train Santa Ana training personnel on the use of the Positron's mobile client
subsystem and Santa Ana technical personnel on the operation and support of the Posnron mobile client
and mobile software. One (1) electronic set of user and technical documents will be provided for each
installed system. The training will be provided by members of Positron's training personnel (unless some
other arrangement is made by mutual agreement of Positron and Santa Ana).
Responsibilities:
Positron shall:
a.
Provide Positron-provided application and hardware training for Santa Ana Technical and Training
staff members for all installed software and hardware, as presented below and on a mutually
agreed to schedule. Training will be provided on all standard shifts, not to exceed eight (8) hours
per twenty-four (24) hour period.
Provide one (1) complete set of printed training materials In the form of reproducible black & white
masters and machine-readable documents in Microsoft Word 2000 or higher format, based upon
Positron's documentation standard at the time of delivery.
Provide one (1) complete set of technical and user manuals for all Posnron subsystems installed ~
in the form of reproducible black & white masters and machine-readable documents in Microsoft.
Word 2000 or higher format, based upon Positron's documentation standard at the time of
delivery.
Allow Santa Ana to videotape any training class for the purpose of presentation to future Santa
b.
c.
d.
16
Exhibit A: Statement of Work
\--
e.
Ana training classes.
The number and duration of training classes to be provided are as identified in the Training Plan.
Santa Ana shall:
a. Designate and assign personnel to receive training in groups not to exceed the class size listed in
the table above.
b. Santa Ana will provide the necessary classrooms, facilities, materials, copies of documentation,
networks and lines to data terminals, personal computers and PC opereting system software, and
related equipment to support training classes. This includes one full-function workstation per
student, one full-function workstation for the instructor, an LCD, a projection screen, a wMeboard
and connectivity to the server.
c. Provide sufficient copies of the documentation supplied by Positron to support all students in the
training classes.
d. Ensure that appropriate Santa Ana Training personnel are available to actively participate in the
scheduled training programs.
e. Ensure that Santa Ana personnel to receive CAD training are profiCient in the use of Microsoft
Windows functionality.
f. Provide any desired video taping equipment and services for the purpose of taping training
classes for the purpose of future training of Santa Ana staff.
g. Assume responsibility for travel and per diem expenses for Santa Ana staff for any off-site training
classes selected by Santa Ana.
~
Completion Crtteria:
This task is considered complete when the scheduled technical and user training, both user and technical
is completed.
Task 8-0:
Positron MobIle Acceptance Testing
ObJective:
Perform functional tests of Positron Mobile applications.
Task Description:
Demonstrate the applicable functions and features of the mobile functionality as defined in the Positron
specification documents, Santa Ana's configuration requirements and the Positron Acceptance Test Plan.
Santa Ana staff will perform functional testing of the Positron subsystem.
Responsibilities:
Positron shall:
a.
Utilize the Positron specification documents, Santa Ana's configuration requirements and the
Positron Acceptance Test Plan as a guideline for all functional tests.
Certify all applicable software, subsystems and ancillary systems as ready for functional testing.
Demonstrate the tailored and configured functions of the installed subsystem.
Review any discrepancies in functionality identified by Santa Ana. Software or documentation shall
be corrected prior to Positron Final Certification as needed to correct the discrepancies as
identified.
b.
c.
d.
\--
17
Exhibit A: Statement of Work
Santa Ana shall:
~
a.
b.
Generate test data files needed for functional testing.
Verify each function identified in the Positron specification documents, Santa Ana's configuration
requirements and the Positron Acceptance Test Plan to its operation as documented.
Document each discrepancy of functionality located between tested criteria and the Positron
specification documents, Santa Ana's configuration requirements and the Positron Acceptance
Test Plan.
Work with Positron to identify the type of correction needed to ensure that each subsystem
conforms to the Positron specification documents, Santa Ana's configuration requirements and
the Positron Acceptance Test Plan.
c.
d.
Completion Criteria:
This task is considered complete when Positron's mobile system has been demonstrated to operate in
accordance wnh the Positron specification documents, Santa Ana's configuration requirements and the
Positron Acceptance Test Plan on six (6) Santa Ana-supplied MDCs (the installation of the mobile
software on the remaining Santa Ana-supplied MDCs is not required for task completion).
Task 8-E:
Deliver Positron Mobile As-Built Spedficatlon Documents
'-'
Document and deliver the Positron As-BuiU Specification Documents supplemented by
documentation that will support the user's utilization of the subsystem.
Task Description:
ObJective:
Positron will modify the baseline specification and interface control documents to reflect the specific
changes required for implementation. Positron will supplement the documentation above to support the
user's utilization of the application. At a minimum, the supplemental documentation will include a schema,
data dictionary and error code dictionary. Other features will be mutually agreed to between the City and
Positron.
Responsibilities:
Positron shall:
a. Prepare final Positron mobile As-Built Specification documents.
b. Prepare final interface control documents for each interface installed.
c. Incorporate mutually agreed-to revisions into the supplemented documentation described above
and deliver a set of final documents to Santa Ana.
Santa Ana shall:
a. Review the Positron As-Built specification documents submitted by Positron and identify in writing
any specific deficiencies found wnhln twenty (20) business days of receipt.
b. Review the final interface control documents submitted by Positron and identify in writing any
specific deficiencies found within twenty (20) business days of receipt.
Completion Criteria:
\,..- This task is considered complete upon submittal of the finalized and City accepted Positron as-built
18
Exhibit A: Statement of Work
specification and interface control documents.
~
Task 6:
Deliver CAD Documentation
Objective:
Document and deliver the CAD Documentation described in Positron's Proposal to Santa
Ana, to include training guides, reference guides, configuration guides, system
administration manuals and related standard documentation supplemented by
documentation that wili support the user's utilization of the subsystem.
Task Description:
Should any site-specific changes be made to the CAD application foliowing Task 1, Positron will reflect
such changes into the baseline functional specification documentation. Positron wili also provide
documentation on completed CAD interfaces.
Responsibilities:
Positron shall:
a. Prepare final CAD specification documents.
b. Supplement the interface control document, as required.
c. Provide a draft version of documents, with an opportunity for Santa Ana to identify any errors or
omissions.
d. Correct documentation within forty five (45) days (if necessary).
\... Santa Ana shali:
a. Review the CAD specification and interface control documents (described above) submitted by
Positron and identify in writing any specific errors and/or omissions found within twenty (20)
business days of receipt.
Completion Criteria:
This task is considered complete upon Santa Ana's acceptance of the finalized CAD specification and
interface control documents, foliowing a review and correction process.
Task 7:
CAD Functional Testing
Objective:
Perform functional tests of CAD.
Task Description:
Demonstrate the applicable functions and features of CAD as defined in the CAD specification documents.
Santa Ana staff will perform functional testing of the CAD subsystem.
\w
a.
Utilize the Pos~ron RFP response and the system acceptance test plan as a guideline for ali CAD
Responsibilities:
Positron shali:
19
\..r
b.
c.
d.
e.
Exhibit A: Statement of Work
functional testing.
Certify all applicable software and subsystems as ready for functional testing.
Review any discrepancies in functionality identified by Santa Ana.
Software or documentation shall be corrected prior to CAD Final Certification as needed to correct
the discrepancies as identified.
Test the baseline functionality of the CAD subsystem according to an agreed upon set of testing
scenarios.
Santa Ana shall:
a. Generate production data files needed for functional testing.
b. Document each discrepancy between the CAD subsystem functionality and the RFP response
and the system acceptance test plan material.
c. Work with Positron to identify the type of correction needed to ensure that the subsystem
conforms to the testing cr~eria.
~
a.
b.
c.
d.
e.
\... f.
Completion Criteria:
This task is considered complete when CAD has been demonstrated to operate in accordance with the
Positron RFP response and the system acceptance test plan cr~eria.
Task 8:
Final CAD Equipment Installation
Objective:
Install all remaining cables, modems, hubs, routers, printers, workstations and other
equipment required for production operation.
Task Description:
Prior to CAD Subsystem Integration Testing, all remaining computer, communications and related
components will be installed.
Responsibilities:
Positron shall:
a. Deliver all remaining Positron-supplied equipment.
b. Install all remaining Positron-supplied network, cabling and associated equipment.
Santa Ana shall:
Provide, configure and install all remaining equipment not provided by Positron prior to Positron's
arrivai for monitoring subsystem Integration testing.
Complete any required console and related modifications.
Provide and install all network cables not provided by Positron and verify both network and PC
operation.
Perform any site modifications to allow successful equipment installation
Provide and install all necessary UPS equipment not provided by Positron.
Install and verify the operation of all Santa Ana-installed workstation operating system software.
20
Exhibit A: Statement of Work
~ Completion Criteria:
This task is complete when the complete CAD configuration is tested and validated by Santa Ana
personnel.
a.
b.
'-r
c.
d.
e.
\."
Task 9:
CAD Subsystem Integration Testing
Objective:
Perform integration testing of the CAD subsystem, Mobile and other interfaces.
Task Description:
Demonstrate all internal and external interfaces to ensure that the combined CAD subsystem, and Mobile
application operate as defined in the CAD documentation, the original and amended Positron Mobile
documentation, Positron's CAD ATP, Positron's ATP and the interface control document. Santa Ana staff
will conduct the integration testing.
Responsibilities:
Positron shall:
Certify the interfaces as ready for integration testing.
Demonstrate all inter-system communications between installed Positron systems and between
Positron and non-Posnron systems, according to the CAD Specification documentation, the
original and amended Positron Mobile documentation, Posnron's CAD ATP, Positron's ATP and
the interface control document.
Assist Santa Ana in testing each interface.
Review and correct any discrepancies that are identified by Santa Ana prior to final system
acceptance and payment.
Provide software or documentation corrections as needed to correct the discrepancies prior to
CAD Final Certification.
Santa Ana shall:
a. Conduct test procedures and verify all inter-system communications between installed Positron
systems and between Positron and non-Positron systems to ensure conformance with the
approved CAD documentation, the original and amended Positron Mobile documentation,
Posnron's CAD ATP, Positron's ATP and the interface control document.
b. Identify in writing each discrepancy between subsystem and ancillary system functionality and the
CAD documentation, the original and amended Positron Mobile documentation, Positron's CAD
ATP, Positron's ATP and the interface control document within ten (10) business days.
c. Work with Positron to identify the type of correction needed to ensure that each subsystem and
ancillary system conforms to the CAD documentation, the original and amended Positron Mobile
documentation, Positron's CAD A TP, Positron's A TP and the interface control document.
Completion Criteria:
This task is considered complete when the following internal and external interfaces and other Positron
licensed software has been verifiably operational according to the CAD documentation, the original an
amended Posnron Mobile documentation, Positron's CAD ATP, Positron's ATP and the interface contro
document:
21
\w
Exhibit A: Statement of Work
. Computer Aided Dispatch Subsystem: POWER CAD Version x
. Power MIS Version x
. Power Mobile Version x
. Power MAP Version x
. Intranet Viewer
. Mobile Chat Software
And the following interfaces:
. CAD - Telephony Devices (supplied by Positron under separate agreement)
. CAD - Telephone Device for the Deaf (I{fDD)
. CAD - Police RMS (bidirectional
. CAD - CLETS/Orange County/NCIC/NLETS (bidirectional)
. CAD - Mobile Software [(Mobile client, RMS client, AFR client), (bidirectional)]
. CAD - Paging
. CAD - Alarm Interface
Any discrepancies discovered following the completion of this task shall be corrected prior to CAD Final
Certification and subsequent payment.
Task 10:
CAD Technical/User Training and Documentation
ObJective:
Conduct CAD technical and user training.
Task Description:
\.. A full-scale training program will be developed and scheduled exclusively for Santa Ana and then
conducted to thoroughly train Santa Ana training personnel on the use of the CAD subsystem and Santa
Ana technical personnel on the operation and support of CAD subsystem. One (1) set of user and
technical documents will be provided for each installed system. The training will be provided by members
of Positron's training personnel (unless some other arrangement is made by mutual agreement of Posnron
and Santa Ana).
Responsibilities:
'-'
Positron shall:
a.
Provide CAD training for Santa Ana Technical and Training staff members for all installed CAD
software, as defined in the attached training plan and on a mutually agreed to schedule. Training
will be provided on all standard shifts, not to exceed eight (8) hours per twenty-four (24) hour
period.
Provide one (1) complete set of printed training materials in the form of reproducible black & white
masters and machine-readable documents in Microsoft Word 2000 or higher format, based upon
Posnron's documentation standard at the time of delivery. Documentation may not be password
protected.
Provide one (1) complete set of technical and user manuals for all Positron subsystems installed
in the form of reproducible black & white masters and machine-readable documents in pdf.,
Microsoft Word 97 or higher format, based upon Positron's documentation standard at the time of
delivery. Documentation may not be password protected.
Allow Santa Ana to videotape any training class for the purpose of presentation to future Santa
Ana training classes.
b.
c.
d.
22
Exhibit A: Statement of Work
'-
e. The number and duration of training classes to be provided are defined in the attached Training
Plan.
Santa Ana shall:
a. Designate and assign personnel to receive training in groups not to exceed the class size listed in
the training plan.
b. Santa Ana will provide the necessary classrooms, facilities, materials, copies of documentation,
networks and lines to data terminals, personal computers and PC operating system software, and
related equipment to support training classes. This includes one full-function workstation per
student, one full-function workstation for the instructor, an LCD, a projection screen, a whiteboard
and connectivity to the server.
c. Provide sufficient copies of the documentation supplied by Positron to support all students in the
training classes.
d. Ensure that appropriate Santa Ana Training personnel and system administrator are available to
actively participate in the scheduled training programs.
e. Ensure that Santa Ana personnel to receive CAD training are proficient in the use of Microsoft
Windows functionality.
1. Provide any desired video taping equipment and services for the purpose of taping treining
classes for the purpose of future training of Santa Ana staff.
g. Assume responsibility for travel and per diem expenses for Santa Ana staff for any off-site training
classes selected by Santa Ana.
Completion Criteria:
~
This task is considered complete when the scheduled technical and user training on each installed
subsystem is completed.
Task 11:
CAD Production Cutover
ObJective:
Place CAD into Production Operation.
Task Description:
Once Functional and Integration testing are complete, Positron will certify the CAD subsystem as
operational and ready for production operation and assist Santa Ana in placing the subsystem into
productive use. Santa Ana may elect to shadow operations during this period by using both the existing
CAD product as well as the newly installed Positron CAD product to foster comfort in system operation.
Positron personnel will be on site for pre-live cut and post-live cut support. Positron personnel will fine-tune
the CAD software application for optimal performance. After live cut, a 30-day reliability test period will
begin.
Responsibilities:
Positron shall:
a.
Assist Santa Ana staff in placing CAD into a production status.
Monitor the initial operation of CAD and answer any operational questions raised by Santa Ana.
Provide, at a minimum, the services of one (1) technical person and one (1) resource person for a
maximum of eight (8) hours per day for three (3) calendar days on-site to monitor the subsystem.
The exact hours will be determined by Santa Ana. Positron will remain on site if conditions warrant
b.
c.
'-
23
Exhibit A: Statement of Work
'-'
(Le., level 1 or 2 system problems).
Assist the training staff in utilizing the subsystem and the computer operations staff in supporting
the subsystem.
d.
Santa Ana shall:
a. Place the software into production within five (5) calendar days following certification and begin
operational use in consultation with Positron and in accordance with the Project Schedule.
Completion Criteria:
This task is considered complete when CAD is placed into production operation.
Task 12:
CAD SUbsystem Reliability Testing
Objective:
Verify the level of reliability of CAD in a production environment.
\...
Task Description:
Verify that the CAD subsystem demonstrates reliable operation in a production environment prior to the
start of the application software warranty period.
CAD will demonstrate critical subsystem availability levels of 99.9% or better for a thirty (30) calendar day
Reliability Testing period.
At the end of this test period, if subsystem availability has not met or exceeded this required level, the
Reliability Testing period will continue until this level of reliability has been demonstrated for at least thirty
(30) consecutive calendar days.
The CAD subsystem will be considered "down" if there is a failure of any CAD redundant or fault-tolerant
computer hardware or software module or component that prevents critical event entry, dispatch or status
mon~oring functions to operate at a level that allows operation to continue. Functional problems that do
not prevent productive use of the subsystem are not considered downtime. Software problems of this type
are documented by Santa Ana on an "action item Iisr' to be fixed during this phase. Downtime will begin at
the time that the designated Positron contact person has been notified of the failure.
The subsystem shall not be considered down during any manual or automated fail-over process, or if it is
operational in a backup mode or via replacement w~h spares, pending the receipt of replacement
components and repair of the failed component.
Failures in individual communication lines, terminals, workstations, PCs, non-Positron PC licensed
software, modems, data communications or problems that involve non-redundant or fault-tolerant
hardware or remote workstation or terminal sites do not constitute downtime. They will be repaired as
expediently as possible, and operations will then continue.
CAD Reliabil~ Testing will not be delayed or interrupted if there are failures in systems that are not the
responsibility of Positron (communication lines, extemal databases, etc.). Also, the reliability test and
subsystem certification will not be delayed if any user-provided peripheral components encounter a failure
or have not been made available for implementation and testing according to the project schedule.
Scheduled subsystem unavailability for purposes of software update, performance tuning, file backups and
other processes typical in a production environment is not considered as downtime.
In the event that the subsystem is considered to be 'down' during this test period, one of the following will
\...- occur:
24
Exhibit A: Statement of Work
l. . Subsystem operation will be suspended, the problem is considered "major," and immediately
- diagnosed and corrected. After installation of the appropriate corrections, the test period will
resume, logging the time since Positron was notified of the failure as downtime, or
. Subsystem operation will continue, the problem will be logged and then corrected, tested and
demonstrated during the reliability test period. In this case, the problem is documented as a
"minor" system problem, the subsystem not removed from on-line operation, and the subsystem is
not considered down.
\..:
No software, related subsystem changes or enhancements shall be made to any subsystem undergoing
subsystem certification unless they are directly related to addressing a "major" failure.
The Reliability Testing process can be temporarily suspended upon agreement between Santa Ana and
Positron for scheduled changes, software corrections or upgrades. In this event, the test period will
resume when the subsystem is again operational, without logging downtime.
During the test period, Positron will develop a list of "minor" subsystem problems as described above. This
list will be completed and delivered to Santa Ana within five (5) business days following the completion of
the subsystem certification phase. These items, plus any others that are found as the subsystem moves
into full production operation, will be addressed and corrected in a timely manner (according to an agreed-
to schedule) during this period of operation or as part of the warranty period. The resolution of "minor"
subsystem problems will not delay the completion of this task. Any further subsystem problem or
inconsistency with the functional requirements will be addressed under the provisions of the warranty.
When Positron has corrected and demonstrated all significant functional and operational errors and areas
of non-rompliance that have been identified on the action item list during the test period, the individual
subsystems will be accepted and made available for continuing productive use. Any additional problems or
areas of non-compliance identified following this reliability testing period, including those related to any
subsystems or ancillary systems that have not yet been placed in productive operation, will not prevent
subsystem certification and will be addressed as part of the standard software warranty.
Responsibilities:
Positron shall:
a. Identify a point of contact for logging system interruptions that is available 24/7 during the reliability
testing period. Develop and complete a list of "minor" subsystem problems for delivery to Santa
Ana within five (5) business days following the completion of Reliability Testing.
b. Address and/or correct the "minor" subsystem problems either during this periOd or as a part of
the warranty period.
Santa Ana shall:
a. Utilize and monitor the CAD subsystem in a production environment.
b. Prepare the site as necessary (i.e., ensure communication lines are installed and available, any
Santa Ana-provided equipment and external systems are operational, etc.).
c. Log all functional problems on an "action item list."
d. Contact Positron personnel in a timely manner in the event of subsystem problems or failures.
e. Begin subsystem monitoring in support of the warranty period.
Completion Criteria:
'- This task is considered complete after CAD has demonstrated critical system availability levels during the
25
Exhibit A: Statement of Work
test period of 99.9% or better for a thirty (30) day Subsystem Reliability Test period, commencing at the
completion of CAD Production Cutover.
\w
Task 13:
CAD Refresher Training
Objective:
Provide CAD Refresher Training.
Task Description:
Positron will provide five (5) consecutive days of on-site Refresher Training post Final Certification
according to mutually agreed-to content and schedule. At Santa Ana's option, "training" may be in the form
of on-site Positron personnel working one-on-one or with a group of Santa Ana personnel at their
workstations. Schedule of hours will be varied so as to afford both day-watch and night-watch Santa Ana
personnel access to on-site Positron personnel.
Responsibilities:
Positron shall:
a. Provide CAD Refresher Training for Santa Ana Technical and/or Training staff members. Training
will be provided on-site for a consecutive five (5) day period (not to exceed eight (8) hours per
twenty-four (24) hour period).
b. Allow Santa Ana to videotape Refresher Training classes for the purpose of presentation to future
Santa Ana training classes.
Santa Ana shall:
a.
\w
b.
c.
d.
e.
f.
Designate and assign personnel to receive training in groups not to exceed the class sizes listed
in the attached Training Plan.
Provide suitable classroom facilities with computer workstation equipment for each staff member
participating in the training session.
Provide sufficient copies of the documentation supplied by Positron to support all students in the
training classes.
Ensure that appropriate Santa Ana Training personnel are available to actively participate in the
SCheduled training programs.
Ensure that Santa Ana personnel to receive CAD training are profiCient in the use of Microsoft
Windows functionality.
Provide any desired video taping equipment and services for the purpose of taping training
classes for the purpose of future training of Santa Ana staff.
Completion Criteria:
This task is considered complete upon completion of five (5) consecutive days of Positron-provided on-site
Refresher Training.
Task 14:
Total System Integration Validation
Objective:
Provide System-Wide validation of performance as identified in the Positron RFP
response, the as-built documentation, the interface control document, and the acceptance
test plans.
\..-
26
Exhibit A: Statement of Work
\...-.
Task Description:
Upon acceptance of the final subsystem, a final validation test will be conducted to insure that the totality
of all systems are operational per the Positron RFP response, the as-built documentation, the interface
control document, and the acceptance test plans.
Responsibilities:
Positron shall:
a. Meet with Santa Ana staff to discuss project completion and review all outstanding action items
with Santa Ana project team.
b. Identify target resolution dates for any identified issues requiring correction.
c. Review the Positron RFP response, the as-built documentation, the interface control document,
and the acceptance test plans for any non-completed tasks or services and identify resolution
dates for any identified issues requiring correction.
Santa Ana shall:
a. Prepare final action item list, identifying any issues requiring resolution.
b. Work with Pos~ron to expediently resolve any outstanding issues.
c. Issue final payment (or withhold payment) based upon satisfactory resolution of project issues.
Completion Criteria:
\..1
This task is considered complete upon verification that all system components are operating as described
in the Positron RFP response, the as-built documentation, the interface control document, and the
acceptance test plans. Any Positron supplied system, subsystem, ancillary system, Interface or service
that is not in concert with total system operation will prevent final payment of any moneys subject to
holdback.
\...-
27
.
Exhibit A: Statement of Work
Attachment A-1
\..r CAD and Mobile System Acceptance Test Plans - To be developed by mutual agreement.
Attachment A-2
Project Change Order
Change Order
Attachment A-3
Interface Control Document
C: \Documents and
Settlngs\Admnlstrato
Attachment A-4
Hardware Configuration & Site Survey
\w
S~e Survey
Attachment A-S
CAD and Mobile Training Plan
Q62883 Direct Santa
Ana Tralnlng.doc
'-"
28
\....
ATTACHMENT A-2
PROJECT CHANGE ORDER
'-"
~
\.or
\,...
\,...
POSITRON
Attachment A-2
Project Change Order
Following provides sample change order request.
CHANGE ORDER REQUEST
Customer/Project Name
CHANGE ORDER REQUEST NO.
ORIGINAL PURCHASE ORDER NUMBER:
CURRENT CONTRACT PRICE: $
REVISED CONTRACT PRICE: $
DESCRIPTION OF CHANGE:
COST DETAILS ARE IDENTIFIED BELOW:
Item
~
PAYMENT TERMS:
DATE: xx1xx1xxxx
Unit Price
Ext. Price
APPROVAL:
Positron
Contracts Manager
Date
Customer Name
Authorized Signature
Date
'-'
ATTACHMENT A-3
INTERFACE CONTROL
DOCUMENT
\.,..
\.-
Attachment A-3
'--
Interface Control Document
1. General CLETS Interface (Datemaxx)
Interface Summary
Positron System
Interface
Extemal System
Interface
Protocols
Positron Hardware
Interface
Positron Tasks
City Tasks
Comments
\.,..,
Provide transaction processing between Positron CAD/Mobile users and the
systems connected via CLETS.
Install, configure, and test Positron's existing CLETS interface software and
configure the interface to conform to the SAPD-CLETS TCP/IP specifications.
Support for query and update to CLETS and linked systems.
TCP/IP
IEEE 802.3 Ethemet LAN
Install, configure and test interface software and message reformat utility.
Coordinate necessary CLETS connectivity.
Positron is providing the software to define the screen formats and the
reformatting of them into the formats required by CLETS for all possible CAD and
Mobile inquiries, exchanges and transactions.
1.1 CLETS Upload Interface
Positron System
Interface
Protocols
Positron Hardware
Interface
Positron Tasks
County Tasks
Comments
\w-
TCPIIP
TCPIIP
Ethernet adapter
Install software that extracts CAD data elements, sending them to CLETS via
the Datamaxx.
Support Positron where needed regarding technical and administrative details
regarding City-provided connection to CLETS.
The following information identifies the typical CAD data elements to be sent
to CLETS as part of this interface: Stolen Vehicles, Warrants, serialized
articles and firearms. The types of transactions are limited to adds and
cancels/closes of the above records.
~
'-'
'-'
2. CAD to TDD
Interface Summary
Positron System
Interface
External System
Interface
Protocols
Positron Hardware
Interface
Positron Tasks
City Tasks
Comments
3. CAD to Police Case Management System
Interface Summary
Positron System
Interface
External System
Interface
Protocols
Positron Hardware
Interface
Positron Tasks
City Tasks
Comments
4. CAD to Mobile
Positron System
Interface
External System
Interface
Protocols
\...
Positron Hardware
Interface
Positron Tasks
City Tasks
Comments
\.,..
'-'
~.
ATTACHMENT A-4
HARDWARE CONFIGURATION &
SITE SURVEY
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ATTACHMENT A-5
TRAINING PROGRAM
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'-"
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\.,..
....
Positron Public Safety Systems Corp.
1121-
City of Santa Ana - Training Program Description
Page 1 of
March 17,2004
SANTA ANA POLICE DEPARTMENT
REQUEST FOR PROPOSAL
COMPUTER AIDED DISPATCH (CAD)
Training Program.
The Infonnatlon contained In this proposal Is proprietary to Posttron and Is offered solaly for the
purposa of evaluation. It may not be disclosed to third parties wnhout prior written pennlsslon from
Posnron.
II POSITRON
Positron Public Safety Systems Corp.
222-1
City of Santa Ana - Training Program Description
Page 2 of
March 17, 2004
'-
Training Requirements
Introduction
Positron training program for the City of Santa Ana is dimensioned to satisfy customer needs and
included all user and administration topics for the applications proposed as well as a special technical
training provided to City Staff. Positron offers a wide range of training programs and courses conducted
by experienced trainers, which participated in different stages of the implementation and become familiar
with procurement's requirement. Trainers ensure through a complete set of manuals and resources a
solid instruction of participants on the specifics of the use and administration of the Integrated Public
Safety Information System.
Positron training sessions are supplemented by hands-on exercises and are carried out at customer
facilities to ensure a profound knowledge of the system by final users. It is recommended that all-training
participants have a basic knowledge of computer standard applications and operative systems in order to
facilitate the understanding of course material.
This category of services includes:
. Development of training sessions in the use of Pos~ron products and systems configuration.
. Preparation of technical materials.
. Preparation of documentation.
Positron will provide in the pricing section the cost of its train the user program.
\,....
Operational Training
Positron will developed an extensive training program to cover all aspects of the system's operation and
management. Each section has been addressed in the following paragraphs to provide full course
recommendations and requirements.
Every Positron course described below is complete, including a student notebook to carry the student
through the course, and provide a good tool for reviewing material at a later date.
Positron offers training courses on site. If a course is to be held on site, a suitable facility provided by the
City must be available with all required equipment.
All Positron Courses also include a Student Certification as outlined following:
. Students must score at least 70% to be certified in the install and maintenance of Positron's
equipment.
. Students must pass Positron's 2 exams with at least 70%. This accounts for 60% of total score.
. 20 % of total score accounts for attendance and participation.
. 20% of remaining score accounts for hands on troubleshooting lab.
. The student in the lab must: identify the problem, identify possible causes, and provide solution
to the problems.
\,....
The Infonnatlon contained In this proposal Is proprietary to Positron and Is offered solely for the
purpose of evaluation. It may not be disclosed to third parties without prior written pennlsslon from
Posnron.
II POSITRON
Positron Public Safety Systems Cotp.
~24
City of Santa Ana - Training Program Description
Page 3 of
March 17, 2004
'-- End user training Prerequisites:
Computer knowledge:
Training Location
Positron training the user program will take place "on site" in the City provided facilities and will include
Training for Call Takers, Supervisors, Dispatchers and System Administrators. Most training courses have
a maximum of eight students per class. Management and advanced technical courses have a maximum
of four participants per class.
a. Identifying the external components of the PC - Students should be able to
identify the external components of a computer i.e. keyboard, monitor, mouse
and Central Processing Unit.
b. Using Windows operating system - Students should know how to open a session
from Windows NT/2000. Students should also understand the Windows GUI
standards and how to use the different GUI components (Pull-down menus,
Command buttons, mouse actions, Alt + Tab, etc.).
Training Hours
Training courses will be imparted during working days Monday to Friday. Course dates will be discussed
and agreed with the customer after contract signature.
"""
The infonnation contained in thia propoaalls proprietary to Posn,on and Is offered solely for the
purpose of evaluation. It may not be disclosed to third parlles without prior written pennlsslon from
Posttron.
'--
II POSITRON
Positron Public Safety Systems Corp.
~21-
CRy of Santa Ana - Training Program Description
Page 4 of
March 17, 2004
\."
Training courses descriptions
LIFE LINE 100 TECHNICAL TRAINING
By the end of this course, participants will know how to:
. Install the lifeline 100 E911 Controller
. Program/Configure LL-100 E911 Controllers
. Maintain and Troubleshoot LL-100 E911 Controller
Benefits
The lifeline 100 E911 Controller is the heart of the 911 System. Understanding, building and configuring
Lifeline 100 is essential.to the installation and configuration of all other components in the total family of
IWS products. This hands on course provides the groundwork needed to successfully install an E911
system.
Who Should Attend
This Course is intended to those individuals having to install Lifeline 100 equipment in preparation for the
installation of lAP and IWS software solutions.
Prerequisites
~,
Learners coming into this course should have prerequisRe knowledge of:
. Use of terminal emulation program
. RS-232 and data communication concepts
. RS-422 Concepts
. Microprocessor based systems.
. POTS, 1A2, PBX, DID trunks and Central office operations.
. Ideally individuals coming Into this class will have already installed 911 trunks In a PSAP
and understand how they work.
Duration of Course
Five days
Course Content
Introducing lifeline 100 as E911 equipment
Operating the E9-1-1
. E9-1-1 trunking operation including ANI
. Introducing an ALl Database
Identifying Peripheral Equipment for E9-1-1
~
. Operating peripheral equipment
. Con necting to a CAD
. Integrating to an ACD
. Operating the Maintenance Terminal
. Installing a Maintenance Printer
The Informetion contained In Ihls propoaalls proprietary to Posnron and Is offered solely for the
purpose of evaluation. II may not be disclosed to third parties wIlhout prior written permission from
Posnron.
iC
II POSITRON
Positron Public Safety Systems Corp.
22~
City of Santa Ana - Training Program Description
'-'
. Installing a ACDR Printer
Identifying Configurations for lifeline 100
Understanding Transfer Types
. Performing a Voice Transfer
. Performing a Data Transfer
. Performing a 911 Transfer
Configuring the lifeline 100 System
Operating lifeline 100 Hardware
Identifying lifeline 100 hardware
. COM Module
. 510 Module
. MCM Module
. SIG Module
. NIM Module
. CLlC Module
. KSI Module
'-'
Identifying AC/DC power supplies
Identifying Optional DC supplies
Identifying Ringing Generator
Identifying 10 VAC/SIG
Installing lifeline 100 components
. lifeline 100 System Cabinet
. Integrating to a 1A2 key system
. Alarms
. Optional Recorder
. Optional CLlC'S
. Extemal Peripherals
. Maintenance Terminal
. Maintenance Printer
. Maintenance ACDR Printer
. Cross connection 1A2/ACD
. Concentrator
. Interconnect Panel
. Batteries
. Power
. Ground
. EL displays
Configuring lifeline 100 System
. Configuring the Single Shelf option
. Configuring the Multi Shelf option
"",.
The Inlonnalion contained In this proposal Is proprietary to Pos~ron and Is offered solely lor the
purpose of evaluation. It may not be dlsolosed to third parties without prior wrIIten pennlsslon from
Posttron.
Page 5 of
March 17, 2004
w
II POSITRON
Positron Public Safety Systems Corp.
22~
City of Santa Ana - Training Program Description
Page 6 of
March 17, 2004
'-'
. Programming Lifeline 100
. Testing the system
. Troubleshooting techniques
. Review
POWER 9-1-1 USER TRAINING
Power 911 User Training introduces the use of the Power911 call taking system and all the
features required to perform the functions of Call Taker. As a hands-on course the learner will soon
become confident with its use, and will find that they can immediately start using the Power911 system.
'-'
The Basics
What Power 911 does
About Telephony Systems
The Power 911 GUI
Power 911 GUI Modes
Typical Call Process
Logging In and Logging Off
Th~ Computer Telephony Module
Overview
Queue Buttons
ACD Buttons
The Feature Buttons Panel
Performing Call-Handling Functions
The Location Module
Overview
Responding to an Alarm
Tagging All as Erroneous
Performing an All Retransmit
Performing an All Database Query
Validating a Location
Printing Location Module Information
Changing Calling Party or Incident Location Information
Copying Information Between Panels
Clearing Information from Panels
Viewing Calling Party Records Linked to an Incident
Processing a Call Using TDDITTY
The Incident Detail Module
Overview.
Creating an Incident
Changing the Language of Questions
Changing the Priority
Assigning a Status
f
"'"
The Toolbar
Overview
The Information contained In this proposal Is proprietary to PoaKron and Is offered solely for the
purpose of evaluation. It may not be dlscloaed to third parties wfll10ut prtor written permission from
PoaKron.
II POSITRON
Positron Public Safety Systems Corp.
~U
City of Santa Ana - Training Program Description
Page 7 of
March 17, 2004
'-'
Linking Information to an Incident Record
Unlinking Information from an Incident Record
The Contact Module
Overview
Contact Buttons
Performing a Voice Transfer
Performing a Data Transfer
The Database Access Module
Overview
The Database Access Module Toolbar
Accessing Premises Information
Accessing SOPs
The Lists Module
Overview
Changing the Lists Mode
Interpreting List Columns
Viewing List Information
The Flash Bulletin Module
Overview
Sending a Flash Bulletin
Receiving a Flash Bulletin
~
GIS (Optional Power MAP)
Monitoring Emergencies
Viewing Information
Adjusting Display Properties, Saving Settings and Printing Maps
POWER 9-1-1 SUPERVISOR
Within the content of the Power 9-1-1 user course some elements related to supervisory tasks in an
emergency call-taking environment are introduced (I.e. supervisor fog-in, monitoring conversations,
assisting call takers, etc).
POWER 9-1-1 SYSTEM ADMINISTRATORS
As a core component of Power 9-1-1, understanding how to modify configuration data is essential
to the Administrators ability to maintain an up to date Power 9-1-1 system. This course will teach the
fundamentals for updating configuration information when day-to-day changes are required.
Who Should Attend
This course is designed for PSAP Administrators. The prerequisites for this course is Power 9-1-
Operator User Training.
'-'
The Infonnation contained In this proposal Is proprietary to Posnron and Is offered solely for the
purpose of evaluation. It may not be disclosed to third parties without prior written pennlsslon from
Pos~ron.
II POSITRON
PosItron Publlc Safety Systems Corp.
l2.:#
City of Santa Ana - Training Program Description
\,.,-
By the end of this course, learners will know how to:
. Use the Administrative Tool is Windows XP
. Change a Position on Site
. Navigate the Configurator
. Use database control functions
. Update the Position Data
. Update and Add Agency Data
. Modify Agent Data
Duration of Course:
Three (3) days
Course Content:
. Using Windows XP Administrative Tools
Using the Event Viewer
Adding a new workstation
Adding and Changing WinXP Users
Using Task Manager
. Navigating the Configurator
Logging On to Configurator
Using the File Menu
\..,
. Use database control functions
Expanding and Collapsing Data Views
Managing Table Content
Configuring Properties
Referencing and Linking
. Configuring Agency Data
Introduction to Agency Data
Adding Agencies
Modifying and existing Agency telephone
. Configuring Agent Data
Introduction to Agent Data
Modifying button layouts
Adding and deleting buttons
Adding and removing Agents
\,.,-
The Infonnallon contained In this proposal Is proprietary to Posnron and Is offered solely for lI1e
purpose of evaluation. It may not be disclosed to third parlles without prior wrltlen pennlsslon from
Posnron.
Page 8 of
March 17, 2004
II POSITRON
Positron Public Safety Systems Corp.
~U
City of Santa Ana - Training Program Description
Page 9 of
March 17, 2004
\.,.
POWER CAD END-USER TRAINING
This course is designed for all personnel working in operations at the Police Department. Positron has
included one session of Power CAD user training in its proposal.
By the end of this course, participants will be able to:
. Will be able to go through the process of incident resolution using Power CAD.
. Will be able to recognize a new response in their list of responses;
. Will be able to assign the appropriate resources;
. Will be able to escalate the response and resources;
. Will be able to terminate a response, and release the resources.
Benefrts
This course introduces the use of the Power CAD system and all the features required for performing the
Dispatcher functions. As a hands-on course the learner will soon become confident with its use and
dispatchers will find that they can immediately start using the Power CAD system.
Who Should Attend
\.,."
This course is designed for Call Taker/Dispatchers, Communications and Police Supervisors, and System
Administrators who will be using Power CAD to perform their jobs. Individuals taking this course must
already have a good understanding of public safety dispatching functions.
Duration of Course
2 days
Course Content
Introduction to Power CAD
Basic Principles of Incident Resolution
How Power CAD applies those principles
Quick Tour of a Typical Power CAD Window
Log into Power CAD
Logoff Procedures
Toolbar, Menus and Status Bar
The Response List (Filter Tabs, List of Responses, Toolbar)
The Resource List (Filter Tabs, List of Resources, Toolbar)
Command Line Field
The Process of Incident Resolution
New Response Appears in the List
Request Dispatch from Third-Party Application,
Self-Initiated Response or Create a Response Manually
Validate Premise Location, Verify Premise History and
Standard Operating Procedures (when applicable)
\or
The info."allon contained In this proposal is proprietary to Posnron and is offered solely for the
purpose of evaluation. It may not be disclosed to third parlies without prior written permission from
Posnron.
II POSITRON.
Positron Public Safety Systems Corp.
22~
City of Santa Ana - Training Program Description
Page 10 of
March 17, 2004
'-'
Add Response Related Information
Select Resources to Assign to the Response
Single or multiple agencies
Dispatch Resources
Recommend Resources
Select Resources Manually
Monitor Responses and Resources
Escalate Response
Duplicate Response, Link Responses
Close and Dispose Response
Managing Your Resources
Adding and Editing Resources
Resources Shift Assignment
Other Functionality
Response and Resource Timers
Response Schedule
State and Activity Logs
Print
Paging
Optional Features
E-mail (when applicable)
\....
POWER CAD ADMINISTRATOR
This course is designed for all personnel working in the administration of the CAD system. Positron has
included one session of Power CAD Administrator training in ns proposal
By the end of this course, participants will know how to:
. Manage and maintain CAD agency configuration data using the Power CAD Agency
Module;
. Manage and maintain CAD personnel data using the Power CAD Personnel Module;
. Manage and maintain CAD geographic (i.e. zones, beats) data using the Power CAD
Deployment Plan Module;
. Manage and maintain CAD resource and deployment (i.e. scheduling) data using the
Power CAD Deployment Plan Module";
. Manage and maintain site-specific information (i.e. address advisory) data using Posnron
SIMS.
Benefits
The Information oonlalned In this proposal Is proprietary to Positron and Is offered solely for the
purpose of evaluation. It may not be disclosed to third parties without prior wrllten parmlsslon from
Positron.
II POSITRON
This course is designed to empower site administrators wnh the ability to maintain their Power CAD
system. All the configuration modules purchased by the site will be covered along with all the functi
required to maintain the Power CAD configuration and keep it up to date. As a hands-on course th
'""
Positron Public Safety Systems CfJrp.
zg~
City of Santa Ana - Training Program Description
Page 11 of
March 17, 2004
\.w
learner will soon become confident with the configuration tools and site administrators will find that they
can immediately start updating the Power CAD configuration.
Who Should Attend
This course is designed for PSAP Administrators and Supervisors who will be responsible for maintaining
and updating the Power CAD System configuration. Individuals taking this course must already have a
good understanding of public safety dispatching functions. In addition, they must have attended the
Power CAD Dispatcher Training Course prior to this training.
Duration of Course
3 days
Course Content
\.w
Managing Agency Data Using the Agency Module
Navigating the Agency Module
Introduction to the Agency Module
Logging on to the Agency Module
Using the Agency Module Graphical User Interface (GUI)
Configuring System Data
Introduction to System Data
Adding, modifying and deleting data in System Data
Djspos~ion Codes
Priorities
Response Types
Resource Types
Statuses
Agency Types
Configuring Agency-speCifiC Data
Updating Agency Specific Data
Assigning Disposition Codes
Assigning Priorities
Assigning Response Types
Assigning Resource Types
Assigning Shifts
Assigning Response Types
Configuring Status Rules
Configuring Stations
Configuring Timers
\.w
The Information contained In this proposal Is proprietary to Pos.ron and Is ollared solely for the
purpose of evaluation. It may not be disclosed to third partlea without prior written permission from
Poslron.
II POSITRON
Positron Public Safety Systems Corp.
23.:U
City of Santa Ana - Training Program Description
Page 12 of
March 17, 2004
~
Configuring Recommendations
Configuring Intervention Plans
Adding a New Agency Record
Managing Personnel Data Using the Personnel Module
Navigating the Personnel Module
Introduction to Personnel Management
Logging on to Personnel Management
Using the Personnel Management GUI
Configuring Personnel Data
Introduction to Personnel Data
Adding, Modifying and Deleting Personnel Data
Skill Types
Skills
Courses
Roles
Ranks
Teams
'-'
Configuring Personnel Records
Introduction to Personnel Records
Adding, modifying and deleting Personnel Records for CAD Users and Agency Personnel
Searching for Personnel Records
Printing Personnel Records
Creating Response, Resource and Personnel Filters
Configuring Security Levels for each Role
Managing Resource and Geographical Data Using the Deployment Plan Module
Navigating the Deployment Plan Module
Introduction to Deployment Plan Management
Logging on to Deployment Plan Management
Using the Deployment Plan Management GUI
Managing System Configuration Items
Introduction to Configuration Items Tab
Adding, Modifying and Deleting Configuration Items
Operating Statuses
Vehicle Types
Equipment Types
Resource Types
Defining Agency Geographical Areas
Introduction to Geographical Data
'-'
The Informetlon contelned In this propolelll proprietary to Positron and II olfenad lolely for the
pUlp ole of evaluation. It may not be dllclosed to third partiel without prior written permission from
POIKron.
II POSITRON
Positron Public Safety Systems Corp.
~~
City of Santa Ana - Training Program Description
\..
Building Zones
Defining Beats
Defining Beat Patterns
Managing Agency Resource Data
Introduction to Resource Data
Adding, Modifying and Deleting Resource Data for each Agency:
Agent Operating Status
User Defined Fields
Vehicle Data
Vehicle Equipment Data
Equipment Data
Resources
Managing Agency Deployment Plans
Modifying, Creating and Deleting Deployment Plans
Scheduling Deployment Plans
Using Events Log to View Scheduling Conflicts
Managing Site-specific Data using Positron SIMS (Optional)
\".,
Navigating SIMS
Introduction to SIMS
Logging on to SIMS
Using the SIMS GUI
Configuring SIMS Data Sets
Introduction to SIMS Data Sets
Adding, Modifying and Deleting Information
Users ESNs
Districts
CKies
Regions
State
Subject
'-'
Managing Site Information (i.e. Address Advisories) in SIMS
Introduction to Different Site Notes
Memo Note
Standard Note
Attachment Note
Image Note
Adding a Site
Building site address
Creating site note(s)
Searching for a Site
Modifying a Site
Updating a site location
The Infonnotlon contelned In this proposal Is proprietary to Positron and Is offered solely for the
purpose of evaluation. It may not be disclosed to third parties without prtor written pennlsslon from
Positron.
Page 13 of
March 17, 2004
II POSITRON
Positron Public Safety Systems Cotp.
zg~
City of Santa Ana - Training Program Description
Page 14 of
March 17, 2004
~
Updating a site note
Deleting a site note
Deleting a site
Validating a Site Note
Viewing the Log of a Site Note
Printing Site Notes
Managing User Accounts
Add ing, deleting, modifying users
Modifying Data
States, Cities, Communities
Street Types, Street Prefixes, Street Data
Agencies
ESN
Service Providers
POWER MOBILE USER TRAINING
Benefits
'-r
This course provides hands-on in the utilization of the Power Mobile dispatch console. The primary
function of Power Mobile is to help officials in providing up-to-the minute information about their status to
the dispatcher at the emergency response agency.
Who Should Attend
The audience of this course are officials assigned to EMS, Fire activities that receive dispatch orders from
the Communication Center, or can eventually auto-dispatch themselves to any particular event. Through
demonstration and hands on practice the learners will have the opportunity to use Power Mobile in a
simulated or live environment.
Duration of Course
4 hours
The course outline, which details the topics that are covered by Positron trainer, is listed below:
. Starting Power Mobile
. Logging On to Power Mobile
. Logging Off and Exiting Power Mobile
. Changing the Power Mobile Background Theme
. Action Panel
. Creating a New Response
. Viewing Responses
. Changing the Status of Your Resource
. Changing user Status Using the Activity Buttons
'-'
The Infonnetion contllned In this proposllls proprletlry to PosKron Ind Is offered solely for the
purpose of evllultion. It mlY not be disolosed to third plrties without prior written pennlsslon from
PosKron.
II POSITRON
Positron Public Safety Systems Corp.
21.21-
City of Santa Ana - Training Program Description
Page 15 of
March 17,2004
'-
. Terminating Responses
. Changing user Active Response
. The Response State Log
. Applying Filters
. Viewing Active Resources
. Viewing Active Responses
. Disposing of a Response
. Using Master Search Index
POWER MIS
This course targets system administrators. By the end of the course, participants will know how to:
Use Power MIS tools to generate reports on PSAP activity or, more specifically:
. Use the Configuration Module
. Use Power MIS Report Generator to run, schedule, print, save and export call, incident and
response reports;
Benefits
\.r
Power MIS is a powerful tool that allows PSAP administrators to assess PSAP activity and performance
as well as retrieve more details on particular calls or CAD incidents. This hands-on training will provide
administrators with the opportunity to experiment with the different reporting tools offered by the
application and learn how to generate data in an efficient and timely manner.
Who Should Attend
This course is designed for PSAP Administrators. The prerequisite for this course is Power CAD user and
administrator.
Duration of Course
8 hours.
Course Content
Introduction to Power MIS
. Overview of data collection schedule
. OVerview of features
Configuring Power MIS
. Introduction to the Configuration Module
. Selecting general Configuration Options
. Configuring shifts for report generation
. Configuring time windows for report generation
. Configuring performance ranges for report generation
Generating Call, Incident and Response Reports using Report Generator
. Introduction to Report Generator
'-
The Infonnatlon contained /n this proposal Is proprietary to Pos~ron and Is offered solely for lI1e
purpose of eveluat/on. It may not be disclosed to third parties w~out prior written pennlsslon from
Pos~ron.
II POSITRON
Positron Pubflc Safety Systems Corp.
~:l1-
City of Santa Ana - Training Program Description
Page 16 of
March 17, 2004
'-' .
.
.
.
.
.
Generating reports
Saving reports
Printing reports
Exporting reports
Scheduling report generation
Overview of reports available and configurable parameters
Retrieving Call and Incident Information with User Defined Filters
. Introduction to User Defined Filters
. Performing a query using various filters
. Generating a detailed report from a query
. Saving a report
. Printing a report
TECHNICAL TRAINING
'-'
This course is designed to provide a working understanding of the installation and configuration of
Positron applications. This lab-oriented class allows trainees to understand configuration concepts of
PosRron Life Line 100 system, lAP/PC cards, Power 911, Power CAD and Power Mobile software. The
course objective is to develop in participants the skills that will allow then troubleshoot, diagnose, and
administrate Positron Systems. This course focus on hands-on approach, participants will have the
opportunity to become familiar with the telephony as well as the database backbone of the system.
The knowledge gained on this course will enable the technician to work more efficiently during the
operations of the Communication Center using Positron applications. The practice acquired after this
course will enable the technician to be more self-sufficient at hislher Installation when any problems arise
during the installation. This Course is intended for those individuals who will have the responsibility to
install, configure and maintain Positron applications.
WHO SHOULD ATTEND?
This course is designed for technical support professionals and other individuals who might assist in
periodical maintenance or serve as a technical liaison between customer and PosRron Maintenance and
Services specialists. Individuals taking this course must already have a good understanding of public
safety dispatching functions. In addRion, they must have attended the Administrator courses for Power
911, Power CAD and Power Mobile prior to attending this course.
By the end of this training session the learner will be able to:
. Identify the Components of PosRron Solution
. Identify Minimum Hardware Requirements
. Configure Hardware/Software Components
. Configuration changes of Positron Applications
. Bring the Positron Solution network up and running
. Navigate in the configuration tools
. Understanding and Analyzing Trace files
. Use database control functions
. Configure Position Data
. Configure Agency Data
~
The infonnaUon contained in this proposal Is proprietary to Positron and Is offered solely for the
purpose of evaluaUon. It may not be disclosed to third parties without prior wrlllen pennlsslon from
Positron.
II POSITRON
'"-r .
.
.
.
.
.
.
.
.
.
'"-r
'-'
Positron Public Safety Systems Corp.
~:lf.
City of Santa Ana - Training Program Description
Page 17 of
March 17, 2004
Configure Incident Data
Configure Agent Data
Configure System Data
Use diagnostic tools
Administer application databases and system performance reports
Understand the use of third party software
Import a Pre-configured Data file
Troubleshoot the system
Manage and put in place contingency plans
Manage Back-up and data storage cycles
DURATION OF COURSE
Positron proposes a complete course planned for up to fourteen days (14) including hands on exercise
sessions.
COURSE CONTENT
This course comprises the following areas:
. Understanding and Analyzing Trace files
. Defining the error messages
. Interpreting the warnings and errors
. Finding the source of the error
. Identifying trace messages
. Turning off tracing
. Turning on specific traces
. Using diagnostic tools
. Usage of Windows 2000 Administrative Tools Suite
. Database Monitor program
. PBL TRACER
. DIAGVIEW
. Database administration for Positron products
. Determining problems in SQL
. Confirming stored procedures were completed
. Running stored procedures manually
. Understanding the specific use of the third party software
. Microsoft SOL
. BaCkup Exec
. Setting up PC Anywhere
. Windows RAS installation and configuration
. Installing and using WinZip32.exe
. Configuring time services for Win2000
The Infonnation contained In this proposal is proprietary to Posnron and is offered solely for the
purpose of eveluation. It may not be disclosed to third parties without prior written pennlsslon from
Posnron.
II POSITRON
'-'
'-'
'-'
PosItron Public Safety Systems Corp.
gg2-1
City of Santa Ana - Training Program Description
The informetlon contained In this proposal is proprietary to Positron and Is offered solely for Ihe
purpose of evaluation. It may not be disclosed 10 third parties without prior written permission from
Pos~ron.
Page 18 of
March 17, 2004
II POSITRON
Positron Public Safety Systems Corp.
11.U:
City of Santa Ana - Training Program Description
'"'"
Page 19 of
March 17, 2004
Summary of Positron training proposal
Power
911
Power
911
Power
CAD
\..r
Power
CAD
Technic
al
Training
System users
(Call
TakerlSu ervisor
System
administrators
Includes
MIS/ePrinter
S stem
System users
(Dispatcherl
Su ervisor
System
administrators
System
Administrators/Cit
y technical staff
Includes LL 1 00
lAP/PC
Power 911
Power CAD
Power Mobile
8
2
4 hours
Final
user
On-site
4
2
2 days
Final
user
On-site
8 4 2 days Final On-site
user
4 1 3 days Final On-site
user
1 1 14 days Final On-s~e
user
Note: Positron will provide pricing for each of the above courses. All system administrators
must follow the 'users" course before taking the system administrator course.
Optional Training proposed by Positron
Positron has proposed as optional to the City of Santa Ana the implementation of an E-911 Mapping
solution with Power MAP. Following is a description of Positron's training with Power MAP.
POWER MAP GIS - USER TRAINING
By the end of this course, participants will know how to:
Understand the fundamentals and basic concepts related to Power MAP
Track Calls and Incidents
Navigate the Map
Perform search functions
View information about objects
Personalize display properties
Print a map
'"'"
The Inlonnetlon contained In this proposal Is proprietary 10 Posttron and Is offered solely for the
purpose 01 evaluation. tt may not be disclosed to third pariles without prior wr1tlen pennlsslon from
Posttron.
II POSITRON
'-'
,-,.
'-'
Positron Public Safety Systems Corp.
H~
City of Santa Ana - Training Program Description
Page 20 of
March 17, 2004
Benefits
The leamer, in this course, should already have a good working knowledge of how a Call Taker and
Dispatcher perform their duties. Through demonstration and hands on practice the learners will have the
opportunity to use Power MAP in a simulated or live environment.
Who Should Attend
This course is designed for PSAP Call Takers and Dispatchers. If the PSAP were equipped with Power
CAD, the participants would also benefit from having attended the Power CAD user-training course.
Duration of Course
4 hours
Course Content
Introduction to Power MAP
How Power MAP works
The short history of Positron
Starting, logging on and exiting Power MAP
Navigating the MAP
Panning the Map
Zooming-In
Zooming-Out
Go to a location on the Map
Using Undo
Viewing a Larger Perspective of the Master Map Using the Locator Map
Searching for Addresses, Streets, Places and Intersections
Searching for an Address
Searching for Streets
Clearing Selected Streets from the Map
Searching for Places
Search ing for Intersections
Measuring the Distance from a Point
Viewing Information
Opening the Left or Right Panel
Resizing Panel
Viewing Information in the Right Panel or Left Panel
Viewing Information in the Properties Panel about an Emergency
Viewing Information in the Properties Panel about Addresses, Places or Intersections
Viewing Information about a Street or Place
Adjusting Display Properties, Saving Settings and Printing Maps
Creating a new map based on the current map
Freezing an emergency in a new map window
Centering a map window on an emergency
Selecting map windows
Tiling and cascading map windows
Creating custom map views
Using layers to display different levels of detail about a map
The Info""allon contained In this propoaalls proprietary to Poanron and la offered solely for the
purpose of ovaluation. " may not be disclosed 10 third partlea wllhout prior written penmlsslon from
poanron.
II POSITRON
Positron Public Safety Systems Corp.
n2t-
City of Santa Ana - Training Program Description
Page 21 of
March 17, 2004
\,...,
Displaying the Toolbar
Changing the display units
Resetting the map
Saving Power MAP settings
Printing Maps
POWER MAP GIS - ADMINISTRATOR TRAINING
By the end of this course, participants will know how to:
Understand the fundamentals and basic concepts related to Power MAP
Configure map project setup and update map project
Setup map display properties
Configure Power Map icons and colors and address validation rules
Add new users, roles and security
Benefits
The leamer, in this course, should already have a good working knowledge of Power Map for Call Takers.
Understanding how to modify data in the Power Map Administrator module is essential to the
Administrators ability to maintain an up to date Power MAP system. This course will teach the
fundamentals for updating a map project and deal with user preferences and security levels.
Who Should Attend
~
This course is designed for PSAP Administrators. The prerequisite for this course is Power MAP for Call
Taker/Dispatcher course. The participants would also benefit from having attended the Power CAD user-
training course.
Duration of Course
2 hours
Course Content
Understanding the fundamentals and basic concepts related to Power MAP
Power Map basic features
Directory structure
Configuring layer setup
Locate GIS data directory
Import Map project Into Power Map
Update the map project with a new layer
Setting up map display properties
Configure scaling zoom factor
Setup list grids for Calls, Incidents, Responses and Resources
Select icons, icon colors and sizes
Configuring Power Map address validation rules
Adding new users, roles and security
Locate the user preference files
Define roles and setup security for each role
\,...
The In/onnation contained In this proposells proprietary 10 Peslron and Is oflared solely for the
purpose of evaluallon. II may nol be disclosed to third parties without prtor written pennlsslon from
Poslron.
II POSITRON
~
"'"
\,..,
Positron Public Safety Systems Corp.
~U
City of Santa Ana - Training Program Description
Summary of Positron optional training
Power
MAP
Power
MAP
4
2 hours
System
administrators
4
2
4 hours
The Infonnation contained In this proposal Is proprietary 10 Posnron and Is offered solely for the
purpose of eVlluatlon. It may not be disclosed 10 third pertles without prior written permlsllon from
Po.nron.
Page 22 of
March 17,2004
Final
user
Final
user
On-site
On-site
II POSITRON
'-'
ATTACHMENT A-6
DEFINITIONS
'-'
'-'
Attachment A-6
'-' Definitions
AFR
All
ANI
PowerCAD
Calltaker
COTS
Dispatcher
E9-1-1
"-' Interface
LAN
Mobile
Posilron
RMS
Santa Ana
SOW
WAN
'-'
Exhibit A: Statement of Work
Automated Field Reporting
Automatic Location IdentiflCation-a character-based data packet received from the E9-1-
1 telephone service provider showing the address, ESZ, and other pertinent information
about the caller's location. The ANI/ALl controller sending the 9-1-1 caller's telephone
number to the 9-1-1 telephone provider's database derives ALl.
Automatic Number Identification-a character-based data packet giving the telephone
number of who called 9-1-1. The packet is received as part of the E9-1-1 protocol and is
decoded by an ANI/All controller at the Public Safety Answering Point (PSAP).
The Positron Public Safety, Inc. Computer Aided Dispatch system software.
Designated person for receipt of incoming publiC safety telephone calls-for-service in the
Communications Center and public access window area. This person has no unit
command and control capability.
Commercial, Off-the-Shelf
Designated person for performing public safety command control of resource functions
wilhin the Communications Center.
Enhanced 9-1-1 telephone service providing ANI/All to the PSAP.
Hardware and/or software needed to transfer data between CAD or RMS and other
external systems or equipment.
Local Area Network (LAN). Microcomputers joined by a standardized network protocol into
a well-defined group.
Mobile Data System.
Positron Public Safety, Inc.
Records Management System-separate software application to collect and collate data
from the CAD system and collect additional data entered by users to create a permanent
records of events. The RMS is used to generate reports to meet Local, State, and Federal
requirements.
End user of systems to be installed.
The Statement of Work (SOW) defining the tasks and software to be delivered (this
document).
Wide Area Network (WAN).
29
\"...
Acceptance: (a) shall be defined as the City's signature of the Certificate of
Acceptance after successful completion of the statement of work tasks that pertain
to functional, reliability and integration testing.
(b) The Acceptance process shall begin after City has been notified by
the Contractor in writing of the completion of the testing process as further
detailed in the scope of work. The City shall, within ten (10) days after
notification of the successful completion of the final testing process, provide
Contractor with a written notice of System Acceptance, which Acceptance shall
not be unreasonably withheld. If the City refuses to accept the System, it shall
indicate same in writing to Contractor and shall detail the area of non-
conformance with respect to the System specifications. If the City fails to provide
written notice of refusal of Acceptance within ten (10) days of the Notification
Date, System Acceptance will be deemed. If there are any areas of non-
conformance, the parties shall mutually agree on a time-frame for correcting any
such non-conformance. Once the areas of non-conformance have been corrected
by Contractor, Contractor shall advise City in writing and the process detailed in
this section (b) shall commence again until System Acceptance is completed.
~
'-
~
EXHIBIT B
PROJECT DELIVERABLES
\....1
"""
"'"
I~ POIITRON
EXHIBIT B
City of Santa Ana, California
Power CAD and Power MOBILE
POSITRON PRICE PROPOSAL
4/28/2005
Configuration Parameters
\w-!
Power MIS Induded
Number of d8l8licenaes (lndudea al PCAD and P911 PotRlona) 11
_'<WI''''.''.
Nwnber of Power CAD Poaltions
_CAD_
Power CAD H8RMare
Power MIS for CAD
SIte InformetIon Management System
Deployment PIIn Management
Power ALIInd MOSAG
P_ ond Ema.
R___
Redundant RAID 0lIk Atray
-... VIewer
11
1-
Notlncfuded
-
Induded
~uded
-
Notklcluded
1-
Not Induded
-
_.:t.IQ'I.;r:"I~I.l:tl.
Power MOelLe SollwaAl
Nl.rnber of Power MOBILE Uc::enses
Power MOBILE & Power CAD Chat Software
Included
100
100
__......~...:::I:.;r'"":ll'il::r..,
ServeR. compulers, monkorl
Customer pl'O'lided
........
D. Romon>
CGnlIdenllal
WoItsheet In C: oozipped SAPO PoIiIron Agreemenl Muter 070105 SAPO Positron Agreement Master 070105.doc
10/5
""
System Configuration
, PowerCAD Softwlre (WotbmtfoM Sotrwwre)
_~IiDID.'
9181001200 Power CAD - Worbtation Software
918470 Power ALl & MOSAG
918800 Power CAD SIMS
DescriptIOn Oty List DI ((JlIIlI
11
11
11
...._RlRI
$ 8,910.00 .
$ 5<0.00 $
$ 432.00 $
,
98,010.00
6,940.00
4,752.00
108.702.00
:':::=.CAD Soltwarw ra.::t~~,~ Swver)
918200/200 Power CAD - Server Software
91813012 Configuration and Software - Server
9182501200 Power CAD Redl.8ldant Server Software
918300120O Deployment Plln Mlnagement
918700 MIS for CAD Software
914999 CLETS Interf8ce
."'__L"
1
1
1
,
1
1
....,..,.,......_mRl
, ..91D.00 $
. 1,080.00 S
$ 2,700.00 ,
Included Included
Included Included
S 20,400.00 S 20,.coo.OO
8ubtot11 S 33,010.00
8,910,00
1,080.00
2,700.00
~~CAD~~~~Ii~~~h~
_1'llm1D_ .........,.."...
91813012 Conftguratlon and Software - Server
914999 Inlnmet Viewllr SfW to &0 coneurrenll.lcen8ea
."
1
1
....
11I'III, DlIil
$ 1,726.00 $ 1,125.00
$ 23 .00 $ 23,500.00
.bIotal 2f1,22f1.00
_. nlF.1
_1I0B1LE___.
_1Il~f'I. _1m.
91813012 ConftQurItion 8nd Software - Server
9185041200 Power MOBILE CIIenl SoftwIre
918553120Cl PowerMOBlLEServeI'Sonw..
"..
1
100
1
.""
Power CAD "1IobIIe CIMf SoftWIttw
--- 11I~"l:l"'"
918510fl22 PowerCAD & Mobile Chat Software
Subtotal , 13,165.00
..dJil._ rJfiTlio. 01..
100 Induded ,
Subtotal ,
im'r
1l80621
1l80625
....lD
....25
080580
....75
080580
DC,,;crlptlOII Qty LIS! Lull Tnt,,1
PowerCADInItaII&ConfigTl1Iinlng CluI-6 DI)'I(M. :5
Power MobIle Inslall & ConfIg Tralnhg crus - 2 Days (I 2
Power CAD Dilpatcher Training (2 Days) Per Day 8
Power CAD Admklrscrator tnllnlng Per Day 3
Power MOBILE User TraIning (2 hrs) Per Day 4
Trak1lng -living Expense Per Day 24
Trainlno-TravelFee 1
Subtotal
,
29,800.00
'-'
O.Romero
Confidenlilll
WOfkstteet In C: unzipped SAPO Positron ""rumen! Mastef 070105 SAPO PoslCron AQreement Master 07010:5.doc
2of5
"'"
.......
"'"
Yearly Software Maintenance (Years 2 through 5)
~ Softwllnt "tlntelNnce & CaHCentwSw..,2j
..........,......,.
914999 SIW Mahl & Call Center SupPOrt Startlng Year 2
Non-Ollc.
all' li,.,t 1::.HI, 10tdl
34,599,56
34.199,56
iEiir"n SOftwafl "'alntenMce & ClHCenter S..,:II)
. II........~"''''''
914999 SIW Maill & Call CenIerSu 118la Yel!ll'3
$34.....56 .
Subtotal .
Non-Drac.
Oly LI"t L1Cli TO\,ll
34 699.56
S4,nU6
:.L-_S-.,.II_n... c.nCentersuP,f!!!!.IYNr4j
~ .'.......,....... _..1_....
914999 SNiMmL&CIICenlerSupportSlartinaVear4 1 Non-OlIc.
~_II_.c.nc.n"'su~..r~
... .............,,'u._
914999 8IW Malnl & Call Center Sl.C)port Starting Year 5
$34 ...... .
8ublotal
81m. n'llm
&34,...... .
8_' .
34,599.58
34,198."
_.
Qly Llsl f:d(11 Tal 11
34i1.....
U,eIS.58
O. Romero
ConfIdent181
$34,5..... .
Subtotal .
Worbheet In C: unzipped SAPO Positron Agreement Malter 070105 SAPO posftron Agreement Masler 07010S.doc
30f5
NOTES:
~
1. As8t.lmes Power MOBILE will be Installed on Customer-Supplied PCs. this quoll also illUmes lhat all lapTops
will be In one central location for ease of inltallatlon.
2. No PC HMlware (WorkstatIons, Monitors, Servera, Hubs, modems, pri1tera, cabling etc..) ere provided In thIs quote.
These components are to be supplied by the customer.
Please note that Power CAD, Power CAD Intnlnet VIewer and Power MOBILE each require
a dedlcaled database server. If Power CAD paging and EmallareplJrchased.lIIen a Communlc:atlona
aerverwll be reqUred.
Pollitron hlghly reeommends the use of 8 dedicated monitor per lIottware eppllcellon.
Lilted below ere Po8/tron'. minimum compuIer hardware 'pec:Illcatlons.
These specIftcatIona must be met in order 10 ensure .eamlesl operation of !he IOftw8re Involved.
MmKSTA17ON: MIIlImum SpecJflcalionsRequlred
Hp DC 5000 or equivalent, P4, 2.8 GHz ProceIlor, 40GB Hard Drtve, 512MB RAM, 48X CD-ROM.
101100 Network Card, 10Bas&-T Cabling, CAT5. PS2 Keyboard, moule & exlenslon kiI, premier 80Und
stereo lpeekers.
DATABASE SERVERS FOR POWER Q11 AND POVv'ER CAD
Prn/Iant ML 350 hcorpcntilg !he following:
Xeon G3 proceHor, Nl"Illng al. 2.8 GHz
(2) 512MBXI PC2100 DDR SERVER
(2) UnIv 72GBX2 HOTPLG SCSI10K
U320 Hot Plug UNIVERS. RAID 5 c::onlIg.
4Sx CD-ROM
101100nelwoltcard.
.....""'" XP 4 Poll (8081<1 OnM
l008ese-T cabling, IS-fool
PS2extenllonkll
US RoboIIcs l56KexternsI modem and cable
PCAn)where 10.5 Host and Remote
FCA2101 Host BusAd8pler forW NTI2000.
4 Port DB 9M Fan out cable
20140 OAT external tape backup unit (remmmended)
If Power MIS Is pl.Rhased, It must be Installed on a dedlcaled PC, using the same conftguratlon al the
workstation apedlicationa provided above.
'--'
The Power MOBILE Server will use Ihe same conftguralfon as lhe above deIalbed database lervers for
Power911 & PowerCAD with llIe following exceptIOfII: RA/[)"1 canliguraUonln piece ofRAlD-5, tape bac:lwp 18 not
required. f1l512 MB SCRAM. (1)72 GB HOTPPLG SCSllOk U320
3. Please note thai If !he Customer II Interested In lmplemenUng addi60nal Power CAD workstations llIe COlt of the loftware
IoenIe InclIdIng the All, MOSAG Ind SIMS modWlI wIl be' 9,882 per poslUon. 11Iill price doet not Includes Installatfon,
end II appIcabIe for. system expansion IImled to a total of 15 CAD poslUons, For en explnsion over the 15 clients posftlons
the server conlfguretlon must be revised.
/
CLETS Interface notes:
Quote Is duV1ed for 11 CAD cients. AddUonal Clients are 8Vlllable at the rate of' 868 per CHent
Computer. Router and DOJ IP network connectMly must be astabnshed prior to InItallaUon
ConnecIivlly Is deflned as communlcaUng to and from CA OOJ through Orange County.
No 0f8nge County FomlIts 8llIIncIuded In IhIs price.
4. Training program fa Sanla Ana Is designed 10 provide the lcnowIedge 10 City 118ft' for Ullng, 8dmIIUter1ng and elf.
maInl8Ining the 8)'Blem.
5. The Evergreen Software Mllnlenance servtce is designed 10 protect ilia customer's lnilill software Invealrnl!lnt by
matntllnlng optimIz:ed system performance Ind fulctionaIll)'. The most recent veralons of the purchased software wl.
be made IV8IIable cIuffng the contract period 10 Ihe customer's designated maintenance AtIOUrces who win be responsible
for lis deployment al the site. The Software Maintenance Program lndudel shipment of new software venions, mlllOl"
and major releuel end problem worklIrounds to be deployed by the CUltomer'1I dealgnaled maintenance resources.
Note that the Software Mllinlenance services proposed Includes ~) Software Maintenance (al per the above parragn.ph)
M1d 24 X 7 Call Center Support. System MaIntenance Services are dependant on the City provldlng TIer 1 support services.
Positron wi. provide Tier 2 support when Customerller 1 IUppert WlS notable to tnJblelhootthe lystern.1ler 2 814lPOft
lervlees will be prtIvkted via lelephone support. and tyltem dlll-ln.
Positron'. Technlcll Customer SeMce requires that. <laklp facility be lupplled by Customer for remote login to
Customer'. Site. This fldllty wUl pr1mar11y be used to analyze and Il'IOdlY the System cooflguratlon. where appllClble.
It mey allo be used to modify the System c:onfiglM'lltlon for a problem work-around end to aid problem analysis.
This facIHty may also be uaed for lrInsmisslon of Software updates to Customer's SIIe. ThIs facility mUlt be avlllable
lwenl)'-foLr (24) hours a day leven (7) days a week.
Problems origInaUng In Iwdware equipment (Computera, Servers and LAN Networ1c) as oppose to Positron applications
are not covered by this malntenance proposal and have to be resolved by lhe computer hardware provider.
\....
OfHlIe Jl..I)I)Oft .. recNred wID be billed on a Ume and material. basil.
O. Ramen>
Confidential
Wortsheet In C: lI'lZIpped SAPO Positron Agreement Master 010105 SAPO Posllron ""rument Master 070105.doc
4of5
Tenns
""
PRICING
PAYMENT
DELIVERY
VAliDITY
"" "
.......
D.Romero
Confidential
All prices 8Ilt In U.S. Funds.
TaxN, tf appIlClIble, are extnl.
FOB Positron, Montreal. ShIpping costs are prepaid and charged.
Net 30 days.
TBD.
60 days.
Worksheet i'l C: unzipped SAPO Posftron Agfeement Master 070105 SAPO POIItton Agreement Master 070105.doc
SofS
\.-
EXHIBIT C
PROJECT SCHEDULE
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EXHIBIT D
PAYMENT SCHEDULE
\...<,
'-"
EXHIBIT D
'-' Santa Ana Payment Schedule
Total Contract Amount $291,964.00
Hardware and Third Party Software
Initial Payment (30 days prior to
0 kickoff) 1%
Geographic File Workshop
1D Comoletion 2%
IE Requirements Validation 5%
4 CAD Confil!Uration 8%
9 CAD Subsystem Intel!ration Testinl! 8%
8A Software Receiot and Installation 8%
8D Mobile Testinl! Completion 13%
10 CAD Intel!ration Testinl! Comoletion 15%
11 CAD Production Cutover 5%
12 CAD Subsystem Reliabilitv Testinl! 5%
Total System Integration Validation
14 (i.e. Acceptance) 30%
100%
'-
\...
~
'-'
EXHIBIT E
SOFTWARE LICENSE
AGREEMENT
\.r
~
EXlDBIT E
"'"
SOFTWARE LICENSE SCHEDULE
This Software License~~r;~~naft~r this "License") is made between the parties
hereto as ofthe~ day of / 2005 (the "Effective Date"). This License is
made pursuant to and incorporates by reference the terms and conditions of the City of Santa
Ana Computer Aided Dispatch Primary Agreement (the "the Agreement"), and Exhibit E
thereto, by and between Positron Public Safety Systems Corp. ("Positron") and the City of Santa
Ana (the "Licensee"). Except as set forth in this License, the parties agree that the terms and
conditions of the Agreement and Exhibit E apply and are incorporated by reference into this
License. All capitalized terms not defined in this License shall have the meanings set out for
such terms in the Agreement.
1.0 DEFINITIONS
In this License, unless otherwise specified, these capitalized terms shall have the
following meanings:
"Site" means the Santa Ana Police Department at 60 Civic Center Plaza, Santa Ana, CA. 92701.
"Software" means the software set out in Quotation Q622883H, attached to the Agreement as
Exhibit B.
\.or
2.0 GRANT OF LICENSE
Positron hereby grants to the Licensee a personal, non-exclusive and non-transferable
license to use the Software at the Site on the number of servers and workstations set out in the
Quotation ("Permitted Workstations"), solely for the Licensee's internal purposes. Positron
hereby grants to the Licensee the right to copy the Software onto a storage device attached to
each Permitted Workstation and to make two copies of the Software solely for backup and
archival purposes. Such backup copies shall be subject to all the terms and conditions of this
License, the Agreement and Exhibit B, except that the backup copies may also be used at a
location other than the Site on a temporary, emergency basis at a disaster recovery or similar
facility until the Licensee's Site is returned to normal working order.
3.0 OWNERSIDP OF SOFTWARE
All right, title and interest in and to the Software and the Documentation, including all
Intellectual Property Rights therein, are vested in and shall remain the exclusive property of
Positron or its licensors. All ideas, concepts, methods, know-how and techniques related to the
Software shall remain the exclusive property of Positron or its licensors. The Licensee hereby
agrees that nothing herein or in the Agreement transfers or conveys to the Licensee any
ownership right, title or interest in or to the Software or the Documentation, or any Intellectual
Property Rights therein. The Software is licensed to the Licensee only; no copies are being sold
to the Licensee. The Licensee agrees not to claim or contest the title or ownership of Positron or
its licensors in or to the Software or the Documentation, or the Intellectual Property Rights
therein.
'-'
4.0
COPYRIGHT NOTICE
The Software and the Documentation are protected by copyright and other intellectual
property laws. Unauthorized copying of the Software or of the Documentation, is expressly
forbidden. The Licensee may be held liable for any copyright infringement that is caused or
\"..., encouraged by the Licensee's failure to abide by the terms and conditions of this License.
5.0 USE RESTRICTIONS
Except as otherwise provided herein, the Licensee agrees that it shall not: (a) copy the
Software, except as set out in Section I of this License; (b) network the Software; (c) modify,
enhance, reverse-engineer, decompile, disassemble, translate or convert into human readable
form all or any part of the Software, or use any part of the Software to develop any derivative
works or any functionally compatible, substantially similar or competitive products; (d) publish
or distribute the Software; or (e) use the Software except as authorized herein. The Licensee
covenants and undertakes to take all reasonable precautions to prevent third parties from using
the Software in any way that would constitute a breach of this License.
6.0 TRANSFER RESTRICTIONS
The Software is licensed only to the Licensee, and may not be transferred to anyone
without the prior written consent of Positron. In no event may the Licensee transfer, assign, rent,
lease, sell, or otherwise dispose of the Software on a temporary or permanent basis except as
expressly provided herein.
7.0 TERMINATION
This License is effective until terminated as hereinafter set forth. Positron may terminate
this License and require the Licensee to return the Software and destroy all copies if the Licensee
is in breach of any of the terms and conditions of this License, pursuant to the terms in the
\.,..; Primary Agreement.
The parties hereto have executed this License and do each hereby warrant and represent that their
respective signatory whose signature appears below is, on the Effective Date, duly authorized by
all nece ary d appropriate corporate action, orders and/or laws to execute this License.
ety Systems Corp.
By:
l\U-- DlfW\i.A~ Name: ~'-- ~"y-
Title: 9aJ IQl' CD{ f. L-~61\L. Title: ~-? ~f ~ u-
Date: ~-r. 2.1 Uft5 Date: }-('1'- 0) .
/
\..-
'""" ,
EXHIBIT F
MASTER SUPPORT
AGREEMENT
'-'
~
EXHIBIT F
\,...
MASTER SUPPORT AGREEMENT
THIS MASTER SUPPORT AGREEMENT (this "Maintenance Agreement") is
entered into on the ~ day of ~, 2005 between POSITRON PUBLIC
SAFETY SYSTEMS CORP. ("Positron") and THE CITY OF SANTA ANA (the
"Customer"). This Maintenance Agreement is made pursuant to and incorporates by
reference the terms and conditions of the City of Santa Ana Computer Aided Dispatch
Primary Agreement (the "Agreement") made by and between Positron and the Customer.
Except as set forth in this Maintenance Agreement, the Parties agree that the terms and
conditions of the Agreement apply and are incorporated by reference into this
Maintenance Agreement. All capitalized terms not defined in this Maintenance
Agreement shall have the meanings set out for such terms in the Agreement.
1.0 DEFINITIONS
"Call Center" means Positron's team of first level support technicians providing help
desk service.
\,...
"Force Majeure" means acts of God, explosion, flood, lightning, fire, epidemic or
accident; war, hostilities, (whether war be declared or not), invasion, act of foreign
enemies; rebellion, revolution, insurrection, terrorist act, military or usurped power of
civil war; riot, civil commotion or disorder; strikes, lock-outs or other industrial actions
or trade disputes of whatever nature; any cause or circumstances whatsoever beyond the
Parties' reasonable control.
"Hardware" means the hardware set forth in the Quotation.
"Maintenance Services" means the maintenance services set forth in this Maintenance
Agreement.
"Quotation" means ExhibitB.
"Site" means the location where the System is installed.
"Software" means the software set forth in the Quotation.
"System" means the Hardware and Software collectively.
"System Cutover" means the day the System is put into operation, i.e., goes live.
\..-
~
2.0 TERM
\....
The Maintenance Services shall commence on the date of System Cutover and shall
continue for a term of five (5) years (the "Software Term"). Thereafter, the Maintenance
Services may be renewed for successive one-year terms or a period mutually agreed upon
by Positron and the Customer (each a "Renewal Term"). Positron shall provide the
Customer with an amended proposal at least ninety (90) days prior to the expiration of
the Software Term or a Renewal Term (collectively "Term"). The Customer shall
provide Positron with its decision to continue to receive Maintenance Services at least
sixty (60) days prior to the expiration of any Term.
3.0 MAINTENANCE SERVICES SCOPE
Positron shall provide the Customer with the Maintenance Services set out in this
Maintenance Agreement for the Software and Positron-manufactured Hardware.
3.1 Software Maintenance
\"..
Positron shall provide the Customer, for the Software Term, with the most recent
versions of the purchased Software, minor and major releases, and problem workarounds.
The Customer is responsible for installation of all of these releases. Should the Customer
prefer to have Positron deploy a new release, Positron shall schedule appropriate
personnel to perform the upgrade on a mutually agreed upon date at Positron's then
current prices for such services.
3.2 Support Services
Positron shall provide the following support services during the Term:
(a) Positron's Call Center shall be accessible twenty-four (24) hours a day, seven (7)
days a week;
(b) Spare parts shall be delivered to the Site within forty-eight (48) hours if the part is
unavailable from local stock.
"-'
3.3 Problem management flow
'-'
The Public Safety Answering Point Supervisor (the "PSAP Supervisor"), as appointed by
the Customer, shall place a call to Positron's Call Center at 1-800-361-2596 to report a
trouble. First level support technicians shall be accessible twenty-four (24) hours a day,
seven (7) days a week. Should the first level support technician not be able to resolve the
trouble and require assistance, he/she may escalate the problem to Positron's second level
support technician. Should the second-level support technician be unable to resolve the
problem, the problem shall be further escalated to the engineering department. The
trouble ticket is closed only with the agreement of the Customer's PSAP Supervisor.
3.3.i interface to the Customer Site
In order to provide the agreed level of support, Positron's technicians shall require
access to the Site. Methods of access are as described in the following sections.
'-'
(a) Remote Connection
Positron's requires that the Customer provide an exclusive dial-up POTS (Plain
Old Telephone Service) line or VPN tunnel to allow for remote diagnostics and a
modem for establishing the remote access by Positron so that Positron technicians
may remotely login to the System. Positron technicians may need remote access
to the System to analyze the System configuration, aid in problem analysis or to
modify the System configuration for a problem work-around. Remote access may
also be used for transmission of Software updates to the Customer. Remote
access must be available twenty-four (24) hours a day, seven (7) days a week.
Positron's request to halt any System functionality shall require the PSAP
Supervisor's approval. Positron shall not perform any service-affecting activity
without informing the PSAP Supervisor in advance and receiving proper
authorization.
Positron recognizes the need for security of remote access facilities. Positron
shall work within the Customer's security guidelines whenever possible. If the
Customer's remote access facility is dysfunctional, Positron shall not be held
liable for response times.
(b) Access to Site
The Customer shall provide Positron's personnel or its local service provider with
full access to the Site at all required times.
'-'
3.3.2 Severity levels
'""
Sl.\t'rit) rar~l"ll'(Il'all ("ellle.'
Ll"l'l lkSl'ril)titlIl "('SPOilS..' time
Product failurelLoss of service 15 minutes
This class of problem is service affecting and
deemed an on-going critical problem which
requires immediate action. "Service affecting",
where service is lost, means the PSAP is unable
1 to properly perform its duties and no work-
around is available.
Severity level I problems would involve a
System failure and a major loss of functionality
that renders part of or an entire System
inoperable; e.g. loss of voice, loss of TOO,
inabilitv to transfer calls.
Severely impaired functionality (more than I hour
50%)
This class of problem is feature affecting and
deemed an on-going problem that requires
immediate action. "Feature affecting" means loss
2 of a feature that limits the ability of a Site to
perform their duties while the core abilities are
unaffected.
Severity level 2 problems involve the failure or
loss of functionality of a non-critical functional
component/feature while the System itself
remains onerable.
Non-critical system failure (less than 50%) Same day
3 This class of problem requires action from the
Call Center within a short time. Severity Level 3
problems may cause performance degradation or
svstem components to malfunction.
Minor Issue No later than next
Business Day
This class of problem is non-service affecting and
4 includes problems such as incorrect operation of
a minor functionality or System component that
is infrequently used, and problems that have
feasible work-arounds available.
Information only No later than next
5 Business Day
Call Center provides general information on
functionalitv or svstem comnonen!.
'""
'.
'""
3.4 Exclusions for Support Service
"'"
The following services are outside the scope of the Maintenance Services provided
hereunder and may result in additional charges, on a time and material basis:
(a) Repair of damage or the increase in service time due to any cause external to the
System which adversely affects its operability or serviceability, including but not
be limited to, fire, flood, water, wind, lightning, and transportation of the System
from one location to another.
(b) Repair of damage or the increase in service time caused by failure to continually
provide a suitable installation environment, including, but not limited to, the
failure to provide adequate electrical power, air conditioning or humidity control,
or the Customer's improper use, management or supervision of the System
including, without limitation, the use of supplies and accessories. Proper use and
environmental requirements are determined by the product documentation.
(c) Repair of problems caused by the use of the System for purposes other than for
which it is designed.
(d) Repair of problems caused by changes to the hardware and/or the network made
without obtaining Positron's prior approval.
"'"
(e)
Repair or replacement of any item of the System which has been repaired by
others, abused or improperly handled, improperly stored, altered or used with
third party material, software or equipment, which material, software or
equipment may be defective, of poor quality or incompatible with the System, and
Positron shall not be obligated to repair or replace any component of the System
which has not been installed by Positron or a Positron authorized technician.
4.0 PA YMENT
In consideration for the Maintenance Services the Customer shall annually pay to
Positron the amount set out in Exhibit B (the "Maintenance Fees") commencing on the
second anniversary of system cutover. The Maintenance Fees are in US dollars and are
exclusive of any sales, goods and services, excise, value added or similar taxes of any
kind, whether of federal or any other jurisdictional level. The Customer agrees to pay
and hold Positron harmless from any liability for any such taxes.
'-
5.0 BREACH OR DEFAULT
\.,..,
Should either Party be in breach or default of its obligations in relation to the
Maintenance Services, the other Party shall give a written notice stating that a breach or
default exists. If the Party in default has not started or completed appropriate correcti ve
action within sixty (60) days of receipt of the written notice, then the other Party may at
its option send a notice of default and may elect at its sole discretion to cancel the
Maintenance Services and to exercise any right or remedy it has in law, subject to the
terms of this Maintenance Agreement.
6.0 FORCE MAJEURE
Positron shall not be deemed to be in default nor be held responsible for any delays or
failures resulting from an event of Force Majeure or for any delays resulting from the
Customer or any of the Customer's third party vendors. The Customer shall use
reasonable efforts to ensure the Customer's third party vendors collaborate with Positron
in a reasonable and timely manner.
7.0 LIMITATION OF LIABILITY
'-'
IN NO EVENT SHALL POSITRON BE UABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR
SIMILAR OR ADDITIONAL DAMAGES INCURRED OR SUFFERED INCLUDING
LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, LOSS OF BUSINESS
INFORMATION, LOSS OF GOODWILL, LOSS OF EXPECTED SAVINGS OR
BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH THIS
MAINTENANCE AGREEMENT OR THE MAINTENANCE SERVICES FURNISHED
HEREUNDER, EVEN IF POSITRON HAS BEEN ADVISED OR IS AWARE OF THE
POSSIBILITY OF SUCH DAMAGES.
8.0 LOCAL SERVICE PROVIDER
Notwithstanding anything to the contrary in this Maintenance Agreement or the
Agreement, Positron may subcontract on-site maintenance services to a local service
provider.
""
\...
~f;
sourceharbor'"
1~~':,IJIl!':J !::,;,~~i)!~aJ !'J';~JC'.'O,~;
SourceHarbor HarborTech Escrow Agreement
( s'oore'Harb~r)
Develop.r
( lie..... )
HarborTech is especially designed for the license transaction between a developer and a unique software
licensee. The deposit materials placed into escrow under the HarborTech are designated only for the one
licensee party to that HarborTech agreement.
HarborTech Features HarborTech Benefits
. Unique release conditions for each Saves time and money
licensee .
. Dedicated materials for each licensee . Saves cost and administration
. Semi-annual account summaries . Simplifies negotiation
. Standard agreement template . Experienced administration
. Pennitted customizations . Tailored terms and conditions & minimal
-.... . Deposit notifications legal fees
. Unlimited updates . Up-to-date source code
. Suggested list of deposit material . Thorough set of deposit materials
. Deposit material inventory assessment . Decreased deposit omissions
. File listing of the deposit materials . Readable media
. Virus check of the deposit materials . Media clean of viruses
SourceHarbor HarborTech Escrow Agreement
@2oo5SourceHarbor, Inc. InDO:;. All Rights Reserved.
"'"
SOURCEHARBOR HARBORTECH ESCROW AGREEMENT
Licensor Client Number: 1615 t 90
""
Licensee Client Number: 0309203
Escrow Number: 1615190-01-0309203
This SOURCEHARBOR HARBORTECH ESCROW AGREEMENT (the "HarborTech
Agreement" or "Agreement") is made and entered into as of this ~ day of (/~~, 2005 by
and among Source Harbor, Inc., a South Carolina corporation. located at 33 Offi~, Suite A.
310, Hilton Head Island, SC 29928 ("SourceHarbor") and Positron Public Safely Systems Corp., a
company duly incorporated under the laws of Georgia, the licensor of certain technology located at 510 1
Buchan Street, Montreal, Quebec, H4P2R9 ("Licensor") and the City of Santa Ana, California, a
California municipality, the licensee of certain technology located at 20 Civic Center Plaza. Santa Ana
CA 92701 ("Licensee") who hereinafter in this Agreement may collectively be referred to as the "Parties"
and individually as a "Party".
Recitals
WHEREAS, Licensor and Licensee have entered or intend to enter into a development
agreement, license agreement or other agreement pertaining to the purchase, license, or development of
the Licensor's software or other proprietary technology (hereinafter such agreement shall be referred to as
the "License Agreement").
WHEREAS, the electronic and technical information comprising or describing the software
including source code, documentation, related software and any development environments (hereinafter
referred to as the "Software") is intellectual property and a trade secret of the Licensor and Licensor
strives to avoid disclosure of its proprietary technology.
WHEREAS, it may become necessary under certain circumstances for the Licensee to gain access
to parts of the Software, notably the source code and documentation; and
~ WHEREAS, the Parties have therefore decided to enter this Agreement as a supplement to the
License Agreement pursuant to Title 11 of the U.S. Code, Section 365 (n), where SourceHarbor provides
to the Licensor and Licensee services In the context of the deposit of the Software that are detailed in this
Agreement and grants Licensee access to the material deposited by Licensor (hereinafter referred to as the
"Escrow Deposit") in case one of the Release Events, as defined in Section 3 below. set forth in this
Agreement is met.
NOW, THEREFORE, in consideration of the relationship of the Parties as set forth above and the
mutual covenants and agreements set forth herein, the Parties agree to enter into this Agreement and agree
to tbe following:
Section 1: Deposits
1.1 Delivery of Escrow Deposit: Licensor agrees to deliver the Escrow Deposit described in Attachment
A to SourceHarbor within fifteen (15) calendar days from the date of this Agreement and to grant to
Source Harbor the right to transfer the Escrow Deposit and other electronic information and data as
allowed under this Agreement. Licensor ensures that the contents are readable either by man or machine
'and contain no viruses. Licensor agrees to conspicuously label each item of tangible media in the Escrow
Deposit for identification.
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e 2005 Source Harbor, Inc. l12oo5. All Rights Re~ed.
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[MYv
1.2 Escrow Deposit Updates: Licensor agrees to deliver updates to the Escrow Deposit as follows:
Standard period every six months
\a..,. Upon receipt of updated Escrow Deposits by SourceHarbor, said updates will be promptly added to the
initial Escrow Deposit. SourceHarbor will handle the administration and labeling of additional updates of
the Escrow Deposit and will document them appropriately.
1.3 Escrow Deposit Inspection: Immediately following the arrival of the Escrow Deposit at
SourceHarbor, SourceHarbor will undertake an inventory review of the Escrow Deposit. This inventory
review includes verifying the completeness of the Escrow Deposit by means of comparison with the list
of the materials detailed in the Licensor completed portion of Attachment B ("Escrow Deposit Inventory
List"), the Escrow Deposit contents, and any packing list which may have been included in the Escrow
Deposit. SourceHarbor will then note any discrepancies of the Escrow Deposit in Attachment B and sign
off on Attachment B fmwarding it with the escrow deposit notification to the Parties, Should
SourceHarbor determine that the Escrow Deposit does not conform to the Escrow Deposit Inventory List,
SourceHarbor will a) request Licensor to complete the Escrow Deposit without delay and b) inform
Licensee accordingly, Licensor is then obligated to complete the Escrow Deposit within fifteen (15)
calendar days after such notification.
1.4 Initial Technical Verification on Escrow Deposit: SourceHarbor will run a tile listing and virus
check of the Escrow Deposit and include the results in the Escrow Deposit Notification sent to both
parties. In the event SourceHarbor has difficulty perfornring the file listing and virus check due to the
medium upon which the Escrow Deposit is submitted by Licensor. SourceHarbor has the right to request
the Escrow Deposit on more widely used media such as CD or DVD. Additional technical verification is
initially not encompassed by this Agreement absent an express agreement on technical verification as
stated in Section 1.5 of this Agreement.
\..
1.5 Technical Verification Rights: Licensee may at any time during the term of the Agreement request
additional technical verification of the Escrow Deposit and will bear all costs involved. Should at any
time the Licensee request additional technical verification services. SourceHarbor or a third party so
instructed will ex.ecute such technical verification within a reasonable, muroally agreeable period of time.
SourceHarbor will provide the following additional services of technical verification:
o File listing and virus check (included)
o Environment Analysis at Developer's Site
o Compilation
o Installalion
o Comparison
If no selection is made, only the file listing and virus check will be conducted.
1.6 Escrow Deposit Notification: After SourceHarbor has completed the inspection process and has
completed the technical verification to the extent applicable. SourceHarbor will place the Escrow Deposit
in storage. Upon completion of the Escrow Deposit inspection, SourceHarbor will notify the Parties.
Section 2: Escrow Account Notifications
2.1 Status Statements: SourceHarbor will provide the Parties a semi-annual "Status Statement" profiling
the history of the account.
Account Notifications: Unless otherwise stated in this Agreement, all notifications under this Agreement
will be delivered by First Class mail. All notitications, invoices, etc. will be delivered to the contact
person of the respecti ve Party at the addresses stated in Attachment C ("Data Sheet for Licensor and
Licensee") of this Agreement. It is each Party's responsibility to update the other Parties whenever the
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SourceHarbor HarborTech Escrow Agreement
e 2005 Source Harbor.Inc, 112005. All Rights Reserved.
\a..,.
~
information stated in Attachment C changes. In order to speed delivery of a notification. it may also be
sent by fax or by secure and signed electronic mail in advance.
'-'
Section 3: Release of Escrow Deposit
3.1 Release Event: "Release Events" are defined by and are present when one or more of the following
requirements are met:
a. Licensor files a voluntary petition in bankruptcy or for a reorganization or to effect a plan or other
arrangement with its creditors, files an answer to a creditor's petition or other petition against it
for an adjudication in bankruptcy or for a reorganization admitting the material allegations
thereof, or applies for or permits the appointment of a receiver, trustee or custodian for any
substantial portion of its properties or assets, and such petition or proceeding is not dismissed
within six.ty (60) days of the filing or initiation thereof; or
b. Licensor has ceased its ongoing business operations; or
c. Licensor has ceased the sale. licensing, maintenance and other support of the Software; or
d. Joint written instructions from Licensor and Licensee.
3.2 Filing for Release of the Escrow Deposit: If Licensee in its judgment believes one or more of the
Release Events, as defined above in Section 3.1, has occurred, Licensee shall provide SourceHarbor with
written notice of the occurrence of such event in writing and request release of the Escrow Deposit.
SourceHarbor will send a notice to Licensor by commercial express courier with proof of receipt that
Licensee has filed for release.
'-'
3.3 Dispute Directives: From the date SourceHarbor mails the notice requesting release of the Escrow
Deposit, Licensor shall have 15 business days to deliver "Dispute Directives" to SourceHarbor. "Dispute
Directives" shall mean any notification to SourceHarbor from Licensor that Licensor disputes the
assertion by Licensee that a Release Event has occurred and thus Licensor directs SourceHarbor not to
release the Escrow Deposit to licensee. Upon receipt of Dispute Directives from Licensor within the
prescribed period of time, SourceHarbor will notify the Panies with all relevant documents attached that
there is a disagreement as to whether a Release Event is present. SourceHarbor will advise the Parties
that a release will occur only if a) the Parties mutually direct the release, b) the presence of a Release
Event is determined by arbitration. or c) an order from a court of competent jurisdiction directs
SourceHarbor to release the Escrow Deposit.
3.4 Release of Escrow Deposit: In the event SourceHarbor does not receive any Dispute Directives from
the Licensor within fifteen (15) business days. SourceHarbor will release the Escrow Deposit to Licensee.
Should the Parties jointly direct SourceHarbor to release the Escrow Deposit. SourceHarbor will release
the Escrow Deposit to Licensee accordingly. If the Parties jointly notify SourceHarbor that the release
procedure has ended without release or if a court or an arbitral award determines the lack of a Release
Event, SourceHarbor will continue _ to store the Escrow Deposit as set forth in this Agreement.
SourceHarbor has the right to demand payment of the costs incurred by the release procedure.
3.5 Right to Use Escrow Deposit: Unless otherwise provided by the License Agreement. Licensee shall
have the right to use the Escrow Deposit for the sole purpose of continuing the benefits afforded to
Licensee as stated in the License Agreement. SourceHarbor and Licensee expressly acknowledge that the
Escrow Deposit may contain trade secrets of Licensor and that Licensor owns all rights (e.g. copyrights,
rights of disposition and ownership) to the Escrow Deposit. The Escrow Deposit is provided to th
Parties only in strict confidence subject to the conditions of and in the context of this Agreement.
SourceHarbor and Licensee shall preserve the trade secrets contained in the Escrow Deposit throughout
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SourccHarbor HarborTech Escrow Agreement
e 2005 Source Harbor. tne. L12oo5. All Rights Reserved.
'-'
~
the duration of as well as after termination of this Agreement. unless otherwise expressly agreed upon
between the Parties.
~
Section 4: Licensor Representatioll'i
During the term of this Agreement, Licensor a) declares and ensures that the Escrow Deposit is
Licensor's physical or intellectual property and that Licensor possesses all rights to this material
necessary for fulfillment of its obligations under this Agreement including the right to make copies, to
distribute and to use the Escrow Deposit and b) grants to SourceHarbor the nonMexclusive, non-
transferable right. unlimited in scope, but limited in time to the duration of this Agreement, to make use
of the media and/or materials that are part of the Escrow Deposit in the context of this Agreement, in
particular to transfer the Escrow Deposit to Licensee in the occurrence of a Release Event, to copy the
Escrow Deposit and to take other actions of a real or legal kind with regard. to the Escrow Deposit as are
necessary or sensible to the fulfillment of the obligations of SourceHarbor as described in this Agreement.
Section 5: Fees
5.1 Paying Party: The costs of services provided by SourceHarbor in the context of this Agreement will
be paid as follows:
One-time setup fee paid by Licensor.
Annual maintenance fee paid by Licensee.
5.2 Payment Terms: Licensor or Licensee has the right, on behalf of the other Party, to make payment to
SourceHarbor for the cost incurred, so to relieve a debt. SourceHarbor shall not be required to perform
any service under this Agreement unless the payment for such service and any outstanding balances owed
to SourceHarbor are paid in full. The fees for services rendered by SourceHarbor on the basis of this
Agreement are calculated according to the SourceHarbor fee schedule in effect at that time.
Section 6: Confidentiality
\...
Except as provided in this Agreement, SourceHarbor shall not disclose, copy, make available, release or
use the Escrow Deposit. Should Licensee receive the Escrow Deposit under this Agreement, Licensee
shall not disclose the Escrow Deposit to any third party. If SourceHarbor receives a subpoena or any
other order from a court or other government agency of competent jurisdiction related to the Escrow
Deposit, SourceHarbor shall promptly provide the Parties with a copy of such subpoena or order.
SourceHarbor shall have no obligation whatsoever to challenge any such subpoena or order and shall
have no liability to any Party related to SourceHarbor's compliance with any subpoena, order or
instruction from a court or other government agency.
Section 7: Inception and Term
This Agreement commences upon the date entered at the beginning of this Agreement. This Agreement
is initially in effect for one (1) year after the date of commencement. Afterwards its term is automatically
renewed for successive one-year terms, unless SourceHarbor or Licensor with Licensee's mutual consent
object by written notification to the Parties within ninety (90) days prior to the end of the initial term or
ninety (90) days prior to the end of any subsequent one.year term.
.. Section 8: Consequences of Termination
8.1 Termination Due to Release: This Agreement terminates automatically upon release of the Escrow
Deposit unless the Parties agree otherwise.
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SourceHarbor HarborTech Escrow Agreement
~ 2005 Source Harbor, Inc. 112005. AU Rights Reserved.
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~
\,.,
8.2 Termination Due to Non.Payment: In the event of non~payment of any invoice when due.
SourceHarbor will notify the Parties of such delinquency. Any Party to this Agreement bas the right to
make payment to cure such default. If the past due fees are not received within thirty (30) days of such
nalitieation, SourceHarbor has the right to terminate this Agreement at any time with immediate effect.
8.3 Disposition of Escrow Deposit. In case of a termination of this Agreement for any reason - except
through a release procedure _ Licensor must within fifteen (15) calendar days from the termination notice
issue SourceHarbor written directions as to the handling of the Escrow Deposit. SourceHarbor will
follow those directions once all invoices are paid in fulL SourceHarbor is not obliged or responsible to
destroy or return the Escrow Deposit if the Escrow Deposit is needed for the fulfillment of another
continuing escrow agreement between SourceHarbor and Licensor. In the event of Non-Payment,
SourceHarbor has the right to destroy the Escrow Deposit.
8.4 Right to Destroy: If a direction is not issued within the limited time period mentioned in Section 8.3,
then Source Harbor has the right to destroy or delete the Escrow Deposit.
8.5 Survival of Terms Following Termination: The following provisions of this Agreement shall survive
upon termination: a) Representations of Licensor, b) the rights granted to release, c) the obligation to pay
fees. d) the provisions of Section 9, Section 10. and Section 11.2 and any provisions in this Agreement
that specifically state they survive the termination of this Agreement.
8.6 Successors: This Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. SourceHarbor must be provided clear instructions regarding any
successors and assigns of Licensee or Licensor.
Section 9: Arbitration
"--'
9.1 Arbitration: All legal action (including any provisional and protective measures) or claims, which
arise out of or in connection with this Agreement, its attachments and all subsequent amendments.
including but not limited to disputes over the conclusion of this Agreement, its validity. binding effect,
interpretation. fulfillment, presence of a Release Event and the associated obligation to consent of
Licensor to release to Licensee pursuant to Section 3, violation of this Agreement or cancellation and
non-contractual claims. will be decided through binding arbitration procedure pursuant to the expedited
procedures under the Commercial Rules of the American Arbitration Association.
9.2 Arbitration Process; The arbitrator(s) must commence the arbitral procedure immediately after the
initiation of the arbitration and must issue and send the orders regulating the procedure to the Parties.
Within a limitation period to be determined by the arbitrator(s). the claimant must state its claim and the
supporting facts. Also within a limitation period to be determined by the arbitrator(s), the respondent
must respond. These limitation periods should not ordinarily be longer than one week each, but may be
as short as two (2) days or as long as four (4) weeks. The location of any arbitration procedure pursuant
to this Agreement shall be in the State of California..
Section 10: Liability
Licensor and Licensee each agree to indemnify, defend and hold harmless Source Harbor from any and all
claims, damages, actions, arbitration fees and expenses, attorney's fees. costs and other liabilities incurred
by SourceHarbor relating in any way to this Agreement, except where it is adjudged that SourceHarbor
acted with gross negligence or willful misconduct. In no case shall SourceHarbor be liable for lost protits
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SourceHarbor HarborTcch Escrow A.greement
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'-'
or special, consequential. or punitive damages, and SourceHarbor's liability shall not be greater than the
fees paid by Licensor and Licensee(s) under this Agreement.
~ Section 11: Miscellaneous
""'
~
11.1 Notices: All limitation periods mentioned in this Agreement will commence with the dat~ the
relevant notification is sent. The Parties shall have the right to rely on the last known address of the other
parties as defmed in Attachment C. Any correctly addressed notice or last known address of the other
parties that is relied on herein that is refused, unclaimed or undeliverable because of an act or omission of
the party to be notified as provided herein shall be deemed effective as of the first date that said notice
was refused. unclaimed or deemed undeliverable by the postal authorities by First Class mail, courier or
commercial express courier. Notifications with regard to Section 3.3 and Section 8 must be received by
SourceHarbor within the set limitation period.
11.2 Controlling Law: This Agreement is governed by the laws of the State of California, without regard
to its conflict of law provisions. In the event one or more of the provisions of this Agreement becomes
invalid, the other provisions remain in force. Any invalid provision is to be replaced with a valid
provision. which comes as close as legally possible to the economic effect of the invalid provision.
11.3 Counterparts: TIlls Agreement may be executed in any number of counterparts, each of which shall
be an original. but all of which together shall constitute one instrument.
11.4 Entire Agreement: This Agreement is the complete and exclusive statement of the agreement
between the parties, which supersedes and merges all prior proposals. understandings and all other
agreements. oral or written. between the parties relating to the subject matter of this Agreement. The
Agreement may not be modified, altered or amended except by written instrument duly executed by all
the Parties.
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SourceHarbor HarborTcch Escrow Agreement
@2oo5Source Harbor. Inc. 112005. All Rights Reserved.
\."
'""
'--
11.5. Read and Understood: Each party acknowledges that it has read and understands this Agreement
and agre to be b nd by its terms.
Licensor:
Signed by
Name t1 1>1 (LAI-At1:t> Name
Title ~oc..COC( .~ Title
Date ~_ 9.1. ~ Date
Source Harb~r,
Signed by ~ ""
N~ . ~~~
Titie ~- ""AIC/t.
Date Sl;f>'r. U 'l.-o "S
I
SourceHarbor HarborTech Escrow Agreement
e 2005 Source Hamor. [nc. 10'2005. All Rights Reserved.
,
<!.e.,
Page 7
'"'"
Attachment A
Escrow Deposit Description
positron Public Safety Systems Corp.
1615190
1615190-01
1615190-01-~~2~3
<$<?- ~
Licensor Name
Licensor Client Number:
Deposit Account Number:
Escrow Number:
Product Name:
Licensor represents to Licensee that Licensor shall deposit the following Escrow Deposit materials to
SourceHarbor to fulfill the obligation in Section 1 of this Agreement:
The following optional items are recommended to be included in the Escrow Deposit. The suggestions
below, however. are not to be construed as legal advice but may be helpful in compiling the deposit
materials. Check where applicable:
o Copy of the fully commented source code for software
o Copy of the object code
o Detailed list of the maintenance tools and third-party software systems with contact information
o Compilation instructions, written or on video
o Description of the deposit including full name and version details, media type, backup
command/software used, compression used, archive hardware and operating system details.
o Directory listings of the contents of the media
o password/encryption details required to access the source code
o Detailed list of any necessary compilers with contact information and web site addresses.
o Copy of the License Agreement
o Help files in an editable format
o Function requirements document
o Technical Specifications
o Data Dictionary
o Narn and home addresses of key programmers of the software
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Systems Corp.
Name
IHI JlflA?A~
a:?\..hoL COf!..f. ~
~-r. l.I )~
.
Title
Date
Page 8
SourceHarbor HarborTcch Escrow Agreement
IfI 2005 Sow-ce Harbor, Inc. 112005. All Rights Reserved.
~
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Attachment B
Escrow Deposit Inventory List for
HarborTech Escrow Agreement
Licensor Name
Escrow Number:
Deposit Account Number:
Product Name:
Positron Public Safety Systems Corp.
1615190-01-0309203
1615190-01
Power CAD, Power MOBILE, Power MIS, Power ALl, Power MOSAG, SIMS and
Intranet Viewer
(Form for the qualitative and quantitative registration of actuaUy deposited materials including media type, size, and
quantity, etc. This form wiU be completed by Licensor then reviewed by SourceHarbor after receipt of the Escrow
Deposit and wiU be sent to the parties for information as defined in the main contract.)
Decosit Material Descriotion:
OuantitvMedia Tvoe
Label Describin~ Contents (olea8O include version #):
CD-ROM
Disk 3.5"
Magnetic Tape
Documentation
Electronic Transfer
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f!
4.7Gb DVD
Power CAD 2.3.1- 2,145 Mb
Power MOBILE 2.3.1 - 284 Mb
Power MIS 3.0 - 243 Mb
Power ALl 2.1.0 -9 Mb
Power MOSAG DB 2.3 - 15 Mb
SIMS 1.1 - 42 Mb
Intranet Viewer - 2 Mb
I certify for Licensor that the above Escrow
Materials have been transmitted to
SourceHarbor:
SourceHarbor has received and
examined the above Escrow Materials
noting any exceptions.
Positron Public Safety Systems Corp.
Source Harbor, Inc.
Signed by
Signed by
Name
Name
Title
Title
Date
Date
Attachment B #
Deposit Materials to be forwarded by overnight courier to: Source Harbor, Inc., Attn: Contracts Administratio
Office Park Road, Suite A-310, Hilton Head Island, SC 29928
\.,.,
Page 9
SourceHarbor HarborTech Escrow Agreement
CO 2005 SOU"" Harbor. Inc. 112005. An Rights Reserved.
~
Attachment C
Data Sheet for Licensor and Licensee
Notices to Licensor should be sent to:
Company:
Address:
Name:
Telephone:
Fax:
E-mail:
Positron Public Safety Systems Corp.
5101 Buchan, 4th floor
Montreal, Quebec H4P 2R9
Dimitra Diplarakos
514-345-2297
514-345-2227
ddiplarakos@positron911.com
Invoices to Licensor should be sent to:
Company:
Address:
Name:
Telephone:
Fax:
E-mail:
All notices and communications to SourceHarbor should be sent to:
Source Harbor, Inc.
33 Office Park Road
SuiteA-310
Hilton Head Island, SC 29928
Telephone (843) 842-3995
Facsimile (803) 753-9482
contracts@sourceharbor.com
'-'
Notices to Licensee should be sent to:
Company:
Address:
Name:
Telephone: d . \;;;. 601
Fax: 3/t/ ~S'- ~~?
E-mail: (/lAIA-iA'\:.)(..>@Ci,S::r<tnrA('iA'
QC\. iN:l-
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Positron Public Safety Systems Corp.
5101 Buchan, 4th floor
Montreal, Quebec H4P 2R9
Dimitra Diplarakos
514-345-2297
514-345-2227
ddiplarakos@positron911.com
Invoices to Licensee should be sent to:
Company:
Address:
Name:
Telephone:
Fax:
E-mail:
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
!111t.hqe-I,Ltffwdl.M
nIt./;) 24"-- fv ?7
[114-) 7'.1';,-= Pun'''? .
ifJ//:W c...1lt:-nUIC,. s/MIt. -",II'" ,C'I,."
SourceHarbor HarborTech Escrow Agreement
:0 2005 Source Harbor. Inc. 1/2005. All Rights Reserved.
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Luc Tousignaut
MARSH
Marsh Canada Limited
1981 McGill College Avenue
Suite 820
Montreal, QC H3A 3T4
514-285-4756 Fax 514-285-4718
luc.tousignant@marsh.com
www.marsh.com
October 04, 2005
CITY OF SANTA ANA
20 Civic Center Plaza
Santa Ana CA 92701
Subject:
Certificate of Insurance No.2004-91-REV-l
POSITRON INC.
As requested, please find enclosed the referenced certificate of insurance evidencing coverage that
is currently in place for the captioned Insured.
We trust all will be found in order, however, should you have any questions, please do not hesitate
to contact our office.
Yours truly,
J2~ ;
-
Luc Tousignant
Copy:
Maria De LosRios - positron
MARSH
No. 2004-91-REV-l
Dated:
October 04, 2005
Certificate of Insurance
This document supersedes any certificate previously issued under this number
\..
This is to certify that the policies of Insurance listed herein have been Is.ned to the In.nred naosed herein for the period of In.orance indicated.
Notwithstanding any reqlllrement, term or condition of any contract or other _eat with respect to which the certificate may he I..oed or
may pertain, the insUTlUlce afforded by tlae policlea listed heroin Is ....Ject to all tIte tenDS, coaditlo.. and ..cln.lo.. of ,uch policies. Limits
shown may ban been reduced by paid claims.
Thl. certificate I, I..oed a' a matter of information only and coafera no right, npon the Certificate Holder other than those provided by thl.
poncy. ThI. Certifieste does not amend, e.tend or alter the cavenge afforded by the policies described herein.
Certificate Holder: Named In.ured and Addre..:
CITY OF SANTA ANA POSITRON INC.
10 Civic Center PI... 5101 B""nn Street
Santa Ana, CA 91701 Montreal, QC H4P 1R9
Type(.) OflnSDrance In.urer(.) Policy Effective! Sum. Insnred Or Limits of Liability
Number(.) Expiry Date.
COMPREHENSIVE GENERAL Cbubb_~of 3532-54-54 Oct 31, 2004 to Aggregak'withm;pectto $ 1,000,000
LIABILITY Canada Oct 31, 2005 =:'0: Completed
. Inclusive Limits Bodily injury and
Property Damagc Lmbility. Each Occurrence or $ 1,000,000
Accider<
Non. Owned Auto $ 1,000,000
UMBRELLA eommcrcc and Industry ]nsunmce 904-11-72 Doc 15,2004 to Annual Aggregate $ 10,000,000
. Excess of Primary Liability Policies. Company of Canada Doc 15, 2005 In Excess of
liev
Each QcourrenCC $ 10,000,000
In excess of
priInar}'policy
\..
Additional information:
_ Comprehensive General Liability: Tenants Legal Liability: $1,000,000 Limit
_ Policy #3532-54-54 includes Premises Operations, Products/ Completed Operations, Contractual, Broad Form Property Damage,
Independent Contractors, Personal Injury,
The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives
are added as ADDITIONAL INSURED but only with respect to operations performed by or on behalf of the Named Insured.
Notice of cancellation:
Should any of the policies described herein be cancelled before the expiration date thereof, the insurer( s) affording coverage will
endeavour to mail 30 days written notice to the certificate bolder named herein, but failure to mail such notice shall impose no obligation
or liability of any kind upon the insurer(s) affording coverage, their agents or representatives, or the isauer of this certificate.
Marsh Canada Limited
Marsh Canada Limited
1981 McGill College Avenue
Suite 820
Mon_. QC IDA 3T4
Telephone: 514-285-4756
Fax: 514-285-4718
luc.touSignant@marsh.com
By: J2L _
-
Luc Tousignant
\w.
MARSH
Certificate of Insurance
No. 2004-122
Dated:
December 05, 2005
This document supersedes any certificate previously issued under this number
This is to certify that the policies of insurance listed herein have been issued to the insured named herein for the period ofinsurance indicated.
Notwithstanding any requirement, term or condition of any contract or other document with respect to which the certificate may be issued or
may pertain, the insurance afforded by the policies listed herein is subject to all the terms, conditions and exclusions of such policies. Limits
shown may have been reduced by paid claims.
This certificate is issued as a matter of information only and confers no rights upon the Certificate Holder other than those provided by this
policy. This Certificate does not amend, extend or alter the coverage afforded by the policies described herein.
---
Certificate Holder:
CITY OF SANTA ANA
20 Civic Center Plaza
Santa Ana, CA 92701
"vI
, ,\/ d-'J'
:h0\;'1
Named Insured and Address:
POSITRON INC.
5101 Buchan Street
Montreal, QC H4P 2R9
~/
Type(s) of Insurance Insurer(s) Policy Effective/ Sums Insured Or Limits of Liability
Number(s) Expiry Dates
COMPREHENSIVE GENERAL Chubb Insurance Company of 3532-54~54 Oct31,2004 to Aggregate with respect to $ 1,000,000
LIABILITY Canada Apr 01, 2006 Products & Completed
. lnclusive Limits Bodily Injury and Operations
Property Damage Liability. Each Occurrence or $ 1,000,000
Accident
Non - Owned Auto $ 1,000,000
UMBRELLA Commerce and Industl)' Insurance 904-11-72 Dec 15, 2004 to Annual Aggregate $ 10,000,000
. Excess of Primary Liability Policies. Company of Canada Apr 01, 2006 In Excess of
primary policy
Each Occurrence $ 10,000,000
In excess of
primary policy
Additional information:
- Comprehensive General Liability: Tenants Legal Liability: $1,000,000 Limit
_ Policy #3532-54-54 includes Premises Operations, Products/ Completed Operations, Contractual, Broad Form Property Damage,
Independent Contractors, Personal Injury.
The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives
are added as ADDITIONAL INSURED but only with respect to operations performed by or on behalf of the Named Insured.
Notice of cancellation:
Should any of the policies described herein be cancelled before the expiration date thereof, the insurer(s) affording coverage will
endeavour to mail 30 days written notice to the certificate holder named herein, but failure to mail such notice shall impose no obligation
or liability of any kind upon the insurer(s) affording coverage, their agents or representatives, or the issuer of this certificate.
Marsh Canada Limited
1981 McGill College Avenue
Suite 820
Montreal, QC H3A 314
Telephone: 5]4-285-4756
Fax: 514-285-4718
]uc.tousignant@marsh.com
Marsh Canada Limited
By ~~
~
Luc Tousignant
'-//Juey
p .0 '
'--'
. MARSH
Certificate of Insurance
No. 2006-82-REV-l
Dated:
July 04, 2006
This is to certify that the policies of insurance listed herein have been issued to the insured named herein for the period of insurance indicated.
Notwithstanding any requireIDeDt, term or condition of any contract or other document with respect to which the certif'lCale may be issued or
may pertain, the insurance afforded by the policies listed herein is subject to aU the term~ conditions and exclusions of such policies. Limits
shown may have been reduced by paid claims.
This certificate is issued as a DlBtter of information only and confers no rights upon the Certificate Holder other than those provided by this
policy. This CertifICate does not amend, extend or alter the coverage afforded by the policies described herein.
Certificate Holder: Named Insured and Address:
CITY OF SANTA ANA POSITRON INC.
20 Civic Center Plaza S101 Buchan Street
Santa Ana, CA 92701 Montreal, QC H4P 2R9
This document supersedes any certificate previously issued under this number
Type(s) of Insurance Insurer(s) Policy Effective! Sums Insnred Or Limits of Liability
Number(s) Expiry Dates
COMPREHENSIVE GENERAL Chubb Insurance Company of 3532-54-54 AprOI,2006 to Anooal A...._ CDN 10,000,000
LIABILITY Canada Apr01,2007 Products & Completed CDN 1,000,000
. Inclusive Limits Bodily Injury and Operations
Property Damage Liability. Each Occurrence or CDN 1,000,000
Accident
Non - Owned Auto CDN 1,000,000
UMBRELLA Conunerce and Industry Insurance 676-0215 Apr01,2006 to Annual Aggregate CDN 10,000,000
. Excess of Primary Liability Policies. Company of Canada AprOJ,2007 In excess of
primary policy
Each Occurrence CDN 10,000,000
In excess of
primary policy
Additional information:
Comprehensive General Liability is also inclusive of:
Premises Operations, Products I Completed Operations, Contractual, Broad Form Property Damage, Independent Contractors, Personal
Injury, Tenants Legal Liability: $1,000,000 Limit
The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, Califomia 9270 I; its officers, employees, agents, volunteers and representatives
arc added as ADDITIONAL INSURED but only with respect to operations performed by or on behalf of the Named Insured.
Notice of cancellation:
Should any of the policies described herein be cancelled before the expiration date thereof, the insurer(s) affording coverage will
endeavour to mail 30 days wrinen notice to the certificate holder named herein, but failure to mail such notice shall impose no obligation
or liability of any kind upon the insurer(s) affording coverage, their agents or representatives, or the issuer of this certificate.
Marsh Canada Limited
1981 McGiJlCollegeAvenue
Suite 820
Montreal, QC IDA 3T4
Telephone; 514-285-5956
Fax: 514-285-2040
christelle.racette@marsh.com
Marsh Canada Limited
By:
L~shA Ikto
Christelle Racette
ljS!v-eeLi
Customarq Series
Customarq Classic Insurance Program
Premium Bill
Po/icy Period
DECEMBER3l, 2007 TO DECEMBER31, 2008
Effective Date
DECEMBER31, 2007
Po/icy Number
3583-93-98.)TO
Insured
IPC SYSTEMS, INC.
Name of Company
GREAT NORTHERN INSURANCE COMPANY
Date Issued
FEBRUARY25,2008
Portion of total premium attributable for terrorism and statutory standard fire where applicable
is $ 0.00
PLEASE SEND PAYMENT TO AGENT OR BROKER.
ADDITIONAL INSURED CHANGES
Date PaymentDue
DECEMBER31,2007
Additional
Premium
$ 0.00
TOTAL
$ 0.00
WHEN SENDING PA YMENT,PLEASEINDICATEPOLICYNUMBERON YOUR CHECK.
NOTE: PLEASE RETURN THIS BILL WITH PAYMENT AND INCLUDE ANY ADDITIONALCHANGES.
IF THIS ENDORSEMENTHAD BEEN IN EFFECT FOR A FULL YEAR
THE RETURN OR ADDITIONAL PREMIUM WOULD HAVE BEEN: $ 0
Producer:
KRAUTER& COMPANYLLC
1211 AVE OF AMERICAS29F
NEW YORK, NY 10036-0000
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Reference Copy
last page
Page 1
-
Form 80-02-902qEd. 4-94)
Premium Bill
Form 80-02-000!=(Ed. 4-94)
Liability Insurance Section
Declarations
Declarations
Refel el1Ge Copy
Liability Insurance
Declarations
Chubb Group of Insurance Companies
15 Mountain View Road
Warren, NJ 07059
Named Insured and Mailing Address
Policy Number 3583-93-9lDTO
IPC SYSTEMS, INC.
88 PINE STREET
NEW YORK, NY 10005
Effective Date DECEMBER3l,2007
Issued by the stock insurance company
indicated below, herein called the company.
GREAT NORTHERN
INSURANCE COMPANY
Producer No. 0064432
Incorporated under the laws of
MINNESOTA
Producer
KRAUTER& COMP ANYLLC
1211 AVE OF AMERICAS29F
NEW YORK, NY 10036-0000
Policy Period
From: DECEMBER31, 2007 To: DECEMBER31, 2008
12:0 I A.M. standard time at the Named Insured' smailing address shown above.
Liability Coverage
GENERA LLlA BILl TY
Limit Of Insurance
GENERAL AGGREGA TE LIMIT
PRODUCTS/COMPLETEOOPERA TIONS
AGGREGA TELIMIT
$ 2,000,000
$ 2,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 10,000
EACH OCCURRENCELIMIT
ADVERTISING INJURY AND
PERSONALINJURY AGGREGATE LIMIT
DAMAGE TO PREMISES
RENTED TO YOU LIMIT
MEDICAL EXPENSES LIMIT
Liability Insurance
Form BO-02-001qEd. 4-94)
Issue Date: FEBRUARY 25. ~erence Copy
Declarations
continued
Page 1
Liability Coverage
(continued)
Limit Of Insurance
EMPLOYEEBENEFITSERRORSOR OMISSIONS
AGGREGA TELIMIT
EACH CLAIM LIMIT
DEDUCTIBLE -EACH CLAIM
RETROACTIVEDA TE
$ 1,000,000
$ 1,000,000
$ 1,000
DECEMBER 31, 2004
Liability Insurance
Form BO-02-001 qEd. 4-94)
Issue Date: FEBRUARY25, ~erence Copy
Declarations
last page
Page 2
Liability Insurance
Endorsement
Policy Period DECEMBER3l,2007 TO DECEMBER31, 2008
Effective Date DECEMBER31, 2007
Policy Number 3583-93-98:>TO
Insured IPC SYSTEMS,INC.
Name of Company GREAT NORTHERN INSURANCE COMPANY
Date Issued FEBRUARY25,2008
This Endorsement applies to the following forms:
GENERAL LIABILITY
Who Is An Insured
DesignatedPerson Or
Organization
Liability Insurance
Form 80-02-2367(Rev. 4-01)
Under Who Is An Insured, the following provision is added:
'*
Any person or organization designated below is an insured; but they are insureds only with
respect to liability arising out of your operations or premises owned by or rented to you.
Additional Insured . DesignatecRefar~~y
Endorsement
-..
continued
Page 1
Who Is An Insured
DesignatedPerson Or
Organization
(continued)
Liability Insurance
Form BO-02-2367(Rev. 4-01)
Designated Person Or Organization
GENERALELECTRICCAPIT AL CORPORATION
AS COLLA TERALAGENT FOR THE BENEFIT OF LENDERS
2325 LAKEVlEW P ARKW A Y, SUITE 700
ALPHARETTA,GA 30004
WORDING ON MANUSCRIPTFOR CAC REAL ESTATE MANAGEMENT CO.,
AT&T AND ITS AFFlLIATES,DlRECTORS,OFFICERSAND EMPLOYEES
DUKE REALTY LIMITED PAR TNERSHlP AND ITS AFFILIATED ENTITlES,
AND THEIR SUCCESSORSAND ASSIGNS
THE CITY OF SANTA ANA
20 CIVIC CENTER PLAZA
SANTA ANA, CALIFORNIA 92701
; ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS AND
REPRESENT A TIVES
All other terms and conditions remain unchanged
Authorized Representative
w~
Additional Insured - Designated PerBef,er~GfilcCOpy
Endorsement
last page
Page 2