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ij ~ 8 ~ THIS AGREEMENT, made and entered into this 31St' day of :](/1'1 ,2002 by
~ =:::; and between ICONICS, a Massachusetts Corporation (hereinafter "Consultant"), and the City of
z:: ~ ~ tSanta Ana, a charter city and municipal corporation organized and existing under the
O? ox:: ::i !;eonstitution and laws of the State of California (hereinafter "City").
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SOFTWARE LICENSE AND SERVICE AGREEMENT
N-2002-012
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RECITALS
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A. The City desires to retain a consultant having special skill and knowledge in the field of
software design for a multi-media software alarm generation system.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement, shall not exceed $10,000 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice eVidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on
December 31, 2002, unless terminated earlier in accordance with Section 12, below. The term of
this Agreement may be extended upon a writing executed by the Executive Director of the Public
Works Agency and the City Attorney.
.' ,
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a, Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives 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 Consultant'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. Consultant 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, hired and non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. Reserved.
2
. I
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shaH be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shaH 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.
f. If Consultant 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 Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant shall indemnify, defend and hold harmless City, its officers, agents,
employees, consultants, special counsel, and representatives (collectively, the "Indemnities")
from any claim, demand, liability, judgment or expense arising out of any physical injury to
persons arising from the negligent or wrongful acts of Consultant or from any claim that
Consultant's products infringe a proprietary right, US patent or copyright; provided however,
Consultant shall not be obligated to indemnify and hold harmless the Indemnities to the extent
that such claim, demand, liability, judgment or expense results from the Indemnities' negligence
or intentional misconduct.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shaH not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred oraHy, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shaH not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation oflaw; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
3
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box] 988
Santa Ana, California 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-2])
P.O. Box 1988
Santa Ana, California 92702-1988
telefacsimile (714) 647-5622
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-65]5
4
Exhibit A: "PRICING AND SERVICES"
Exhibit B: "INSURANCE"
Exhibit C: "ICONICS LICENSE AGREEMENT"
APPENDIX
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'-"'UNto NO. .. 761373713422
Jun. 13 21302 06:51RM P9
....
ICONICS ope automation at your fingertips
Phone 760-402-7131 Fax 760-233.5642 E-mail: rufc@/CO
To: City of Santa Ana Date: /5-10-02
220 S. Daisey Ave
Santa Ana, CA
Attention: Nab'f Saba From: John S. Rufo
Te/#: 714-647-3378 i ICONICS Western Regional
Sales Manager
amail nsaba@ci.santa-ana.ca.us Our Ref. I Quote #: J~051002-1
ICONICS Corporlltion
100 Foxboro Blvd, Foxboro, MA 02035
NICS.com
Dcar Nabil,
Thank you very much for your interes, in our leading edge 'oliware desiilled (or MicrosoM) Windows@ 9SI9Sr.iOOOlNtTM and
Windows CEo The GENESIS32 product offering is truly "ope to-the.Corc. taking =imum advantage of MicrosotlQll DNA
architecture inc/udiog VIM, COM, DCOM and Web cnabring ACtivcX tech noloi)'.
Iconics iSSues the following proposal to lh. City of Santa Ana Waler Dept. All work is to be done at he rhe City of Santa An.
facilities by lconies personnel.
PROPOSAL
On-Site Training Provide two (2) days of training on the Iconics AJarmWorX32 Multi-
Media alarm package for up to four (4) People
Provide three (3) days of applications aSsistance for the development
Application Integration of the Alarming application for the City of Santa Ana. Services to be
provided by lconics Training Instructor.
A1armWorx32-MMX Provide the licensing for one (1) coPy of AJarmWorX32 Multi-Media
alarm package, Package to INCLUDE OPC-ME Server.
Modbus-OPC Server Provide license for one (1) copy of the Modbus OPC.DA 1/0 Server
for the MOdicon PLC
Cost $9000.00
Fixed Travel Expenses Fixed Cost $999.00
TOTAL PRICE $9999.00
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J1)lY7E. PII{]O()CD I7()JVSi,fiilZCeJ /)Q~~.ru... ;ef/7J0~d . ~
Ccmo.):fit?Jl~ '6 ~ 7..u-nLlj 0 UOJ.e. ~1..i!L~ ~ (~kh,j; J) C)
The above U.S. List Poees ."Iluarantc.d for 30 days. Price, subJ'.' to change w,'hout not'ee.
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The payment terms are Net 30, FOB FOxborough. MA 02035. I look forward to dOing business with City of
Santa Ana. Thank you for your interest in ICONICS and please keep in touch.
Sincerely.
John S. Rufo-/CONICS
Western Regional Sales Manager
IXHI8!T A
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EXHIBIT B
APtlruO.N6L lN~t!l~n ~}'IIDOR.SEMmr
~R. COMl\1ER.C~ n~II<ER.AI,. LIABI~tn:..fOLtCY.
lnaurltlceCompll1Y 2l.lrl\('~h. CI- QI Fbuls
. ell .uch insurance.. is .rfbrcled by the provisions ot Policy
,. I_ling to lhCl following;
Ii:: Q(oq Q;2()~ 7 20C' 'c PI S C I' .
l. the City oC Sao.ta Ana, ,IVIC enter au, arua Ani, 111fomi. 92701; lIS
amy.-, employees, lSCftlS, volunleen and representatives are n&lDed 13 additional insureds
("addition.l intUrtds") with reSard fa liability and defeme of.uils arl,ln,rrom the operationa
and USCIJ performed by or on behllt of the named insured.
2, With rc'p~ to claims an.in, OUI orthe opernliom and uses performed. by Of on
behlllt of the /lamed insured, .uch jns\IrIl'lce IS il all'ord.cd by this policy is primary and is 'fIot
&dditlon.l to or contributing with any other insurance ca:ricd by or (or the benefit of the
additional ineW'~.
3. Thi. in.unnce applies 'ep..,.,tely 10 each ill.utllld apirm whom elsi.m I. mo1de cr
suit it brousht IIXcepl with respect to th. company's limits orli,bllity. The Inclusion of any
pel'lOn or orglDiution II an inJllre4 shall nol affect any ri&ht which such penon or orSlUliution
would have II I claimltlt if not '0 included.
4. With reapect to the additional insureds. this insurance ahall not 110 clUlcolled, Or
materially reduced in eovera,' or Iimila e"cepl aftel thirty (30) days written notice hu been
ai~cn to Ule City of SUlta Ana. 20 Civic CllnteT PI~z.. Sanl. AnI. California 9'2701.
(Completion oflhe followi"l. Inclll<IiD& countcnlanature, i. required to ",aklt this endorsement
~ll'CCU\lIl.)
Effeeti\le~I.A.~1 J~~~ . !hiunC!o~el\l COml U '!'part of
})olicy /I. __.--KL 9~~ l};)..:. c4- J t::. OCt; <..( O.;L6ft:J '/
wued to ,'---1l1....- ~ .
Named Insured
CountcrsilPlod b~~. ~
Autnoriled Rcpre.cntarlve -
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3JNI:k:lnSNI NOSdWI:IS
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ACORD. . CERTIFICATE OF LIABILITY INSURANCt;co~rd~ ~ DAn fMMroQlYY) ,
07/12/02 J
PR?.::.ueo. . );~.I."..".ERTI'ICA2:.!S ISSUEDu~ A MATTeR OF IN'ORMATION i
SlIIIlp80n I::isurance Ag",,"Y, Inc. ONLY AND CON'IRa NO RIGHTll UPON THE CERTIFICATE i
97 LiAbey Parkway, Suite 110 HOLDER. THIS CERTIFIC.t\Tl! DOES NOT AMEND, !!XTEND OR
1'.0. Sox 890039 ALTER THE COVERAGE AFFORDED SY THE !'OLICIES BELOW.
Weymou~ ~ 02189-0001 I INSURIiRS A"ORDING COVERAGE
Phone: 800-585-1905 Faz:781-682-9741 i
IN'lJMO :NSUR!fIt A: St.Paul Companies
I CONICS INC. II'SUR!' ei Zurich Insurance Co=pany
f~~RS~~ ~uli~C:Z ~LR!"" c; ~ '-
I'OXB RO Hll. 0 H3! I i'SURiR O. -~
IN6t.:"!~ f~
COVERAGES
THo 'OLiOi.' OF ,N'UI''''O! L17<O BE,ew "'VI .... I&aCO" TO ". """ROC NA~'C AlOVI FCR T><' 'OLiey '.Rlec "",eA~C. NOTWITHSTANCING
ANY ""e:ClUJR;:MEN~. RRM OR CONOI-IOr-; 0' MY CONTRACT Ollt OT'-IIiR OOeUMI!NT WITH Ae'?I!CT TO WHIC,"l TMIS CE"Tli"I:.A"7e MAY IE ISSUi!D OR
MAY P!i,~':"AiP\j, i"'i INSURANCE "JIFOROEC a'f 'rHf! ~OLIC;ii OElSC""S!:::l ~IREIN 18 SUISJICT TO Al.L T,... Tii:RMS, !1;C:"USION8 A.'Ij!J CONCrTlONS 0,. 5t.:Cloi
POlIOles. AGG~.GAT! ..fMITS S-lOWN \4A.,. HA~ liEN R!CLeeo !IV ~~I) CLAIMS
---.
~ TYJIIi OF INSURANe; ~ucv NUMBEft i~f.lrMMI i OA MI ClYYI I LIMIT.
I --;
~I!Mll.JA81U'rY , , ; eACH occu.~,l\EN~,.---i..!...l, 000, OO~J
A X i ~.2..MM!!:~CIAL OE~Ii~IA3I1_I-Y . TE05902067 09/11/01 I 09/11/02 i ".OAMAG! (M"co !o;: I. 250,000 i
I
~ CLAlMSMAOE LX: OCC~R I ~MiO!x"(AttyonQC"r~~$ 10,000
iX' PRZMISES DAM. $25 i ~I!RSaNA~&ACV!I\JURY j, 1,000,000
;-" , ! G!NiAALACGFt:GATfZ I. 2, OOC, 000
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; QIi~'L AGG~=GATi :"IMfl' API"LIE3 :l'iR' , L...:.-ROOI,;CiS ~COMP;'Oi=' A~u ! s 2 , 000,000
-) l'Ol:C" ,~Jf8i - , ..
I LOe i E~p Ben. I 1,000.000
I AUTO.'olIOBILi UABII.ITY ! ,I COMB:N!:!:) 3j~G~E UM;T I
~ in,ooo,oOO
A i i ANY AUTO 06900014 09/11/01 09/11/02 i (Eo ".d'''') ,
n ALL cw....ec AUTOS ;' 1!I0D'LV IN..:u~y [.
~: SCH!!~ULeD __1.;T08 I :P;rp.r4Qf!)
~ H'."'AUTOS I BODllY!N.:u,,"y i
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i X ,I NON-OWNe::: AUTOS I (P;racC:d8I"'t) ---1-=--__
0 I F1~OP!_'tTY DAMAGe I.
i iPlKiCe1i:l*f1) ,
I GARAGe l.lABlUiY I AUTOONLV-eAAccrDIiNT J.!....-.
~ ANY AUTO I OTH!R THAN IAACC 1$
i AUTO ONLY "--;:OGt$
! IXOlas L~LJT"( 12/03/01 I fACIo1 OCOURRENce ~1,000,000
B ~ OCCUA. [] e....M. MAO. !lOC2U182 12/03/021 AGGR'GAT! -tP,ooo,ooo
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m. OEOuo71a.. L - I.
. X RmNTle. 510,000 ..: 1. 1.-------
WCR;KlFtI COMI'I!NIATlON AND I I L l.TORyaMi'i~J l-eKL
I
A !MPl.OYlRI' L.IAlNUTV i WVA6902U3 I 09/11/01 I 09/11/02 i H.iADHAOC:CiNT ! .100000
~LC,"""i-!A!MPCOYiEi. 100000
I I r .".OIII!A$'-PO~:CV"MI7 i. 500000
OTH!R ! I I 1
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Oac~","ON all' ojtIAATraNSlLCCATTONtNlHICL.~~~C:LUIIIQNC ACClID IIY .~gg,!I!MINTI~!~IAL ""OVlIIC>>.lI
ADOITIONAL INSt1Rl!lIl: :rHZ CI~lr OJ' SAN'l'A ANA 20 CIVIC CEN'na PLAZA SANTA ANA CA
., 92701; IT'S OJ'J'ICJlRS, !!OLOn:IlS, AGENTs VOLVNTll:EAS AND Rl!lPRlilSENTA'1'IVES Ail
E NAHlD AS ADDITIONAL INSURIlDS ( "ADD I '1'IONAL INSURIIlD" ) WITH REGARD '1'0 LIAIII:t.I
TY AND CEr!NSEor SUI'1'S ARISING !'RON TIlE OPilRATIONS AND Usn PEIU'OmGlD lIY OR
ON UllALr or TIll!l NAHlD INSlURllD.
!
CERTI"CATE HOLCI!R
I Y I ADDITIONAL IN.UItED, INIUItIR Lenlft.
CANC!!LLATION
SANTAAN IHOIJLO a..w Off THI ABQVI OtsONIBEO IIOUCIU 8. CANCILI.I!O .&FORl T)fE DPIRATlON
CATI! TH'''IO~, THIINUING rNIUR." WILL I!NCiAVOR to MAIL ..11L.. DAYS WRITTEN
NOTICe. TO THE CUtlFlCATI HOLDER NAMED TO THI L.!IIT, BUT FA/LUItl TO 00.$0 SHAlL
CITy or SAN'rA ANA IMPOSt NO OILIGATlON OR UA8!UTY Oil' ANY KIND UPON THIINSURI!R,ITS AGI!NT' OR
20 CIVIC CZNTER PLAZA gpR..INTATIVI,.
SANTA ANA CA 92701 AU l J.~;;:;;;;: ~
,
ACORD 25.5 (7/97)
2:0"d
~S:9I 2:002: 2:1 In[
IIiL62:S918L 1: xe.:l
CACORO CORPORATION 1988 ~
3JNlOdnS~1I ~IOSdHIOS
Exhibit C
ICONICS LICENSE AGREEMENT
Opening and using the endosed software for any purpose indicates your acceptance of the terms and conditions of this license agreement If you do
not agree with them you should retum all software, documentation and COpy protection keys within seven days of shipment unopened and your money
wi/( be refunded.
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS I
ICONICS provides this program and licenses its USe in the United States, Puerto Rico, Or internationally. You assume the responsibility for the
selection of the program 10 achieve your intended results, and for the installation, use and results obtained from this program.
LICENSE
You are granted a personal license to use this program under the terms stated in this Agreement You may. 1) Install and use the program on a single
machine. 2) Make archival beck-up copies of the program for the sole purpose of supporting your use of the single program On a single machine. 3)
You may not use, copy, modify, or transfer the program, or transfer any COpy, in whole or in part, eXCept as expressly provided in this license, or witt, a
written contractual agreement with rCONICS. Inc.
TERM
The license is effective until terminated. It will terminate if you fail to COmply with any term or condition of this Agreement. You agree, Upon Sucn
termination, to destroy ine program and all copies which were made from it and to promptly retum any copy protection key(s) to ICONICS.
LIMITED WARRANTY
iCONICS WARRANTS THE CO-ROM OR PHYSICAL DISKETTES, ON WHICH THE PROGRAM IS FURNISHED, AND PHYSICAL
DOCUMENTATiON TO BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERiOD OF NINETY (90)
DAYS FROM THE DATE OF DELIVERY TO YOU AS EVIDENCED BY YOUR RECEIPT. THIS PROGRAM IS PROVIDED MAS IS. WITHOUT
WARRANTY OF ANY KIND, EiTHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE,
NON.INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR, OR CORRECTiON.
ICONICS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING aUT NOT LIMITED TO, IMPLIED
WARRANTIES OF TITLE, NON.INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, WITH
RESPECT TO ANY PARTICULAR APPLICATION, USE OR PURPOSE, IN NO EVENT SHALL ICONICS INC. BE LIABLE FOR ANY OTHER
COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. ICONICS
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE
OPERATION OF THE PROGRAM WIll BE UNINTERRUPTED OR ERROR FREE.
LIMITATION OF REMEDIES
ICONICS' entire liability and your exclusive remedy shall be the replacement of any CD-ROM or diskette not meeting ICONiCS' "Umiled Warranty"
which is retumed to ICONICS with a copy of your receipt within the warranty periOd. The remedy for breach of this warranty shall be limited ro
replacement and shall not encompass any other damages inclUding but not limited to loss of Profit, special, incidental, consequential, or other similar
claims arising out of the use or inability to use such program even if iCONICS has been advised of the possibility of Such damages, or for any daim by
any other third party.
GENERAL
This Agreement will be governed by the iaws of the Commonwealth of Massachusetts. Should you have any questions concerning this Agreement,
you may contact ICONICS in writing at:
You acknOWledge that you have read this agreement, understand iI and agree to be bound by its terms and conditions. You further agree that it is lhe
complete and exclusJve statement of the Agreement between you and ICONICS which supersedes any proposal or prior Agreement, oral or written,
and any other communications between you and ICONICS relating to the subject matter of the Agreement.
ICONICS, Inc.
100 Foxborough Boulevard
Foxborough, MA 02035
ICONICS RETURN POLlCY
All sales are final (NO RETURNS) unless one of the fOllOWing conditions is applicable: Program is retumed in its original packaging material within 7
days after Shipment. In such a Case, a rull rerund is provkJed, less all incurred shipping and handling cosfs. Prog,.m is retumed within 30 days from
the Original shipment date. In such a case a 20% restocking fee is applicable. No retums are allowed on OPC TooIWorX or ActiveX ToolWorX.
c![
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INSURANCE'NQI ON FILE
WORK MAY JiQlPROCEED
CLERK OF COUNCIL SOFTWARE LICENSE AND SERVICE AGREEMENT
DATE: fs"'U--o~
':::l '<.-1- -rU,j
, THIS AGREEMENT, made and entered into this 'uJ.j7 day of.J /( , 2002 by
and between ICONICS, a Massachusetts Corporation (hereinafter "Consultant" , and the City of
Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (hereinafter "City')
N-2002-012
RECITALS
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A. The City desires to retain a consultant having special skiJJ and knowledge in the field of
software design for a multi-media software alarm generation system.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement, shall not exceed $10,000 during the term of this Agreement.
b, Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on
December 3], 2002, unless terminated earlier in accordance with Section] 2, below. The term of
this Agreement may be extended upon a writing executed by the Executive Director of the Public
Works Agency and the City Attorney,
""\.;110."
..~aon ~n.u~sfte. ~9.noy, Ino,
97 Libbey Parkway, SUite 110
P.O. 110.. 8110039
--rmoutn KA 02189-0001
Pnon.,eoo-a8S-190S r...:701-e02-97fl
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-.. .-...., , "."'''''J'I'\''I''''licoli'fdl oe 30~
It IF eA IS "5 ED AS A TT I ATION
ONLY AND CONFIRS NO RIGHTS UI'ON THE CERTIFICATE
HOLoeR. THIS CEIlT"'CAre DOn /IIor AMEND. EXTENO Oil
ALTell Tlte CCYeRAOE APPC"D'O IIY THII PC.ICIII eeLOw,
IN8V"!RlI "!'POADINO COVEIlAGe
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It.Paul CO~.ni.~_
Iyrich Infturance 90mpany
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COV6RAQ6S
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A" .IOV,...,,,. -,.. O"CONome. e. A.v- co,","C', eA er,,,, "CU.ENT WorH .....CT '0 WH'CH 'Ho, C""'CArt MAY Sf :OSu", 01.
"AT 0""", '"' 'N.U'_,AI"O~O'O ov ,"C ~oelC," DUco...D H""'N 16 SU."CT to ACe TMI T"... "ClCO.O.. ANo CONe'-'ONOO' 'UCH
"QUel!!$, AOQR!O...TIll :'1~ll'S SHOWN M"v""WE BerN ~~JUCEC :tv ""to Ot,.AJM8
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09/11/01 ~ 09/11102 i "'80A"-'0"",,,,,,,",_:, ~59-,20Q__
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OEac.llli~l'l(lN OF o~elUT!ONStlOOATI N"'"rHIOl..1t EJl:Q u ION ADDeo II'\' 1E1'4()Q"aEMI!NTlUtclAl.. ~~OVl'IO""
AI:DITIONAL tN8l11l!:ll: THE CI1'r or 8ANTA ANJI 20 C,!VIC CIINTlJR ItAlA SANTA ANA CA
., 92701; IT' 8 OrrICIlp.S, &MPLOUtO, AQIlN'rS VOLt/N'1'Eil1l9 AND IUlPRJ:S&N'I'ATIVJ:1l All
! NAM!JD AS ADDITIONAL INSURl:D8 ("ADDITIONAL IItSUlU:D"l WIT" lIlGAAA TO LIABILI
TY AND DEYmNS&OF SUITS ~ISINQ FROM THE OPERATIONS ANO USES PBRFO~D ey OR
ON BIH-'tr OF THt N~ IN'l1Il!:ll.
.E?!~TIP'CATe! HOLOellt ' y , ADDltION"1.. lN8u"IEl:lII~"U"~"I.eT1"f!IIt:
CANC'LLATION
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017:{"[ ([XV 01.: 6t11:J
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8HOIIL.I;).\NY 01" TI1I' ABOVE oe:io"IBec I'OLICIEi BE CA~eelll!O "'.tORi TI(": 'I'(PIRATION
bA'I" 1111"'0', r~llIW:d rllfl1vAIA WfL~ _ ~ MAIL ~ QA'l'~ W",nel\l
None!; to TMI! Cfl"Tl~IC"TII N01.al:~ "'AMIO TO TH& 1.lr1," '11 1It1.~IItJtl(~
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~AO CO~PORATIO" lni'
CITY or SAN:!'
20 CIVIC CIIll'lllilat >dy
SN<'rA ANA CA ~iliMt:Y City Allorncy
~:lAO 25.S 17/911
cd W&:S: 10 cOOc 0r '6"1j
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r0SlrPS8GSI : 'ON Xtij
3:NlJCJn,:;NI 1<I),&llJ3
~WtiHa3a OH SJlNOJI
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6PDruON~ lN~tJR1iD ENDORSBMENI
EPR COM~~RCL\J.. G~jI,"E'RAt q~.BILrrY POL.TCX
IllI1I1ance Comp~y 2l,H....I\('~~ Cf- QT ~ (,J.Is
. .. t\lch 1Jlsllrllnce '" is affllrded by the provisions ot Policy
# laling to tho following;
It::. I ~ CO ':&~tf~~ta Ana, 20 Civic Center PIUA, SlI'Ila Ani, Calitomia 921C) I; Its
o!ficOB, cmployetDs, agenls, volunleen and representatives are named 1lI additional insure<ls
("aclditlol1,lln.Uffils") with teaaM 10 liability Il1d defense of luils arising from the operationS .
and USes performed by or on behl.lf of Ihe named insured.
:2. With re.pec;t to claim. arising OUt of the operlltions and uses performed by or On
behlllfoCthe named insured, such .in'\lTance'lI i. all'ordcd by Ihis policy is prima:y and is not
a.ddiUOD..I to or oontributing with any other insurance carried by or (or Il)e beneli t oE the
additionll illSureca.
3, This inS\lXWIce applies separately Ie) each lll'Ul'8d .api1m whom claim Is made or
suit is broughtlJ1l.cept with ~pec;t to the coznpany's Iimill ofliabHity, The inclusiotl of any
pel'SOn or organization as an in$\ired shall not affect &1\)' righl which such per.on or OrS&l\izali9n
would have.. . claimC1t if not so itu:luded,
4, With telptl';IIO the addilional insureds. this iuauranee shall tlot be canCelled. Or
m.tmctty reduced ift coveTASo or IinUlI ex CCpl after thirty (30) days written notice has been
lli~tn lO the City of Santa Ana, 20 Civic Center PI:Il:1, SsnlaAna, Calitornia 92701.
(Comp]etion "rthe following, lnclu<llilg countcttls,nature. is requlred.lo makf!! this Clldorsement
~<<cc;ti\le.}
Effective ~~ J ~~ . tlY.Ullqo~el\l fonn as '!'part of
~~::o ~~_~ =~:;l- cf- 1. t: 0(0<.( O')'6~ /
. Named Insured
APPROVED AS TU FORM. 'd b~~' At... /l/J. J~
'C'OUnlcrllgTre >' ~,~~_~
rJ, Cl<.<-/LC:,g'-L€ t:L AUlhori1.el1 Representative -
LaL'ra Sheeuy . I
Deputy City Attorncv
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cd Wc/;:S:l>e ceee cl 'Int
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;:aSll:l>sseSt : 'ON X!:i:i
[ne rI7L6<:89re<.r:xl2j
O~3Q OH 5~INO~J
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