HomeMy WebLinkAboutIMAGEWARE 4 -1999
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""" INSURANCE NOT REQUIRED/WAIVED
WORK MAY PROCEED
CLERK OF COUNCIL
elf)
THIS AGREEMENT, made and entered into this 1~.,j day of A ~ ,2000 by r Iv'
and between Image W are Software Incorporated (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").
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CONSULTANT AGREEMENT
DATE: /-;)1-01
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 provide system modifications to upgrade and improve the computerized
image database system, CrimeWeb, currently in place within the Santa Ana Police Department.
Such improvements shall allow up to 30 users to simultaneously search, retrieve and print
images from the system. In addition, the Consultant shall provide maintenance and support for
one year. The system modifications shall include at a minimum the following:
Software Licenses: Costs excluding tax:
1 CrimeWeb Server cost not to exceed $ 5,000.00
5 CrimeWeb LFS (5 concurrent users pack) cost not to exceed $18,750.00
I CrimeWeb FFS (5 concurrent users pack) cost not to exceed $10,000.00
6 SQL Server (5 user pack) cost not to exceed $ 3,750.00
Services:
InstallationIProject Management
Maintenance and Support (year I)
cost not to exceed $ 2,040.00
cost not to exceed $ 5,062.50
2. IWS SOFTWARE LICENSE
a. Grant of License Consultant grants to City, subject to the terms of this Agreement, a
nonexclusive and nontransferable license to use the CrimeWeb software listed in Paragraph 1
above ("IWS Software"). Software means computer programs in object code format only, (or, if
an interpreted language, the source code itself but tQ be used on a runtime only basis), together
with any manuals.
b. Restrictions on Use City agrees to use the IWS Software only for its own business
and may not sell or resell any of the IWS Software or any rights to use the IWS Software.
c. Modifications: Reverse Engineering City agrees that only Consultant has the right to
alter, enhance or otherwise modify the IWS Software. City agrees not to disassemble, decompile
or reverse engineer the IWS Software or to allow another party to do so.
d. Propertv Rights City acknowledges that Consultant retains all title to the IWS
Software. City is neither the owner of the IWS Software nor any copies thereof, but is licensed
(pursuant to this Agreement) to utilize the IWS Software for the purpose of utilizing a Booking
& Suspect Identification System. Consultant acknowledges that the database contents (Records
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and images) shall remain the property of City and that it shall not be release or transferred
without City's project manager approval. City acknowledges that the database structure contains
Consultant trade secrets and intellectual property rights and therefore shall remain the property
of Consultant. The database structure may not be copied, modified or reproduced in whole or in
part, for any purpose whatsoever. The database structure may not be reversed engineered, de-
compiled, dissembled, or otherwise reverse engineered in whole or in part.
3. COMPENSATION
a. The total sum to be expended under this Agreement, shall not exceed $45,000.00
during the term ofthis Agreement. Contractor agrees to provide City with a $10,500.00 credit
towards the total due under the contract for the surrender of 21 software licenses.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed. Payment need not be made for work that fails to meet the
standards of performance specified in the Acceptance Test Criteria, attached hereto as Exhibit A,
which may reasonably be expected by City, subject to City accounting procedures.
4. TERM
This Agreement shall commence on July 1, 2000 and terminate on June 30, 2001, unless
terminated earlier in accordance with Section 12, below. The term of this Agreement may be
extended upon a writing executed by the Chief of Police and the City Attorney.
5. 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 marmer 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 marmer 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.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
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arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
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 shall 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 orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent ofthe other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall 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 of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
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)
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P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Chief of Police
60 Civic Center Plaza
P.O. Box 1981
Santa Ana, California 92702
and,
Denah H. Yoshiyama
Assistant City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
Jeff Hotze, Controller
ImageWare Software, Inc.
10883 Thommint
San Diego, California 92127
telefacsimile (858) 673-1770
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified or extended except
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by written instrument signed by the City and by an authorized representative of Consultant. The
parties agree that any terms or conditions of any purchase order or other instrument that are
inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate
Consultant nor the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City uoless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Acceptance Test Criteria, attached hereto as Exhibit A.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportuoity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be government and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
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agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
P A TRlCIA E. HEALY
Clerk of the Council
DAVIDN. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
Attorney
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RECOMMENDED FOR APPROVAL:
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Paul M. Walters
Chief of Police
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CONSULTANT
33-0224167
Employer Federal ill #
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CrimeWeb AlP - Logging into CrimeWeb
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Test 1 - Logging Into CrimeWeb
1. Launch the Crime Web application and a splash screen will appear. Click on the words "CrimeWeb". The
user Login screen displays prompting you to select a version of Crime Web and to enter your User Login
and Password.
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2. Select the Access Type you wish to utilize.
3. Enter your user name, press the Tab key on your keyboard, then enter your password. Passwords are not
case sensitive.
4. Click Submit to enter Crime Web.
Test 1 is CompleteCheck One: Pass
Notes:
Fail
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Searching
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Test 2 . Booking Search
1. To perfonn a search enter or select the infonnation you wish to search for in the appropriate fields. Click
the arrow to the right of any of the first five fields to select additional search options from the menu such
as "Sounds like', "Starts with" or "Contains".
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2. Click Submit. The Search Results screen displays showing all records matching the search criteria
entered.
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NOTE: lfno matching records are found, edit the search criteria and click Submit again.
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3. Click the scroll arrows to the right to view additional records.
Test 2 is complete
Check One: Pass
Fail
Notes:
Test 3 - Person Search
1. From the Search Screen, click on the Search Button, choose the Person option and click Submit. The
Persou Search Screeu appears.
2. Enter the information needed to locate the Person record. Click Submit. The Search Results screen
displays all records matching the search criteria.
Note: If no matching records are found, edit the search criteria and click Submit.
3. To view all the information for a specific record, click on the suspect name then click the Booking button.
4. To return to the Search Results screen, click the << Previous button.
Test 3 is complete
Check One: Pass
Notes:
Fail
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Test 4 - Printing Booking Images
I. From the Booking Record screen click the Print Button.
2. A Windows print dialog box appears.
3. Verify your printer settings and click OK. The lineup is printed.
Test 4 is complete
Check One: Pass
Notes:
Fail
MugBook
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Test 5 - Searching for Mugshots
I. From the Search Screen, click the Search Button and choose the New Mugbook option.
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2. On the search screen enter information into the physical description fields that best describe the suspect.
3. Click Submit. All mugshots matching the search criteria entered are displayed.
NOTE: If no matching records are found, edit the search criteria and click Search again.
5. Click the Next Page button to view additional images.
6. To mark possible suspects, click on the image and drag it to the display row at the bottom ofthe page.
Use the arrows to the right to increase the display row size.
7. To view details for a particular image, click on the "i" in the right hand comer of the image.
8. To view the full resolution image click on the "i" in the top left hand comer of the image.
9. To return to the Mugbook screen, click the <<Previous button.
Test 5 is complete
Check One: Pass
Notes:
Fail
Test 6 - Locking/Unlocking a MugBook
If the officer or user needs to leave the witness while they are viewing photos in the Mug Book, the officer can
lock the screen temporarily so that the witness is unable to leave the Mug Book screen. The witness could
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continue to scroll through and select possible images, however thev would not be able to view detailed
records and access official information.
I. From the MugBook screen, click the icon shaped like a Lock. The Lock Mugbook dialog box displays at
the bottom of the screen.
2. Enter a temporary password and then confirm the password.
3. Click OK and the screen locks.
4. To unlock the screen, click the Lock again. The Unlock Mugbook dialog box displays.
5. Enter the same password used to lock the screen and click OK. The screen is unlocked.
NOTE: If you forget the password, the only way to leave the screen is to shut down the entire CCS
application by clicking the IIiiI Close button in the upper right comer of the application window.
Test 6 is complete
Check One: Pass
Fail
Notes:
Test 7 - Saving a MugBook
1. To save a Mugbook click the Save Button at the bottom of the Mugbook page.
2. Enter a Mugbook name and click OK. The Mugbook has been saved.
Test 7 is complete
Check One: Pass
Fail
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Notes:
Test 8 - Opening a Saved Mug Book
1.To open a saved Mugbook, from the Search Screen, click on the Search. Button and choose the Saved
Mugbook option.
.
2. Enter the Mugbook name and click Submit. The Mugbook will be opened.
Test 8 is complete
Check One: Pass
Fail
Notes:
Photo Lineup
Test 9 . Creating a New Photo Lineup
1. First find your suspect via the Search Screen. Highlight your suspect.
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2. Click on the Booking button at the bottom of the screen results screen to view the full record.
3. Click the Line up button and the search criteria box appears.
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4. Choose the desired search settings and click Search. The Search Results screcn displays showing all
records matching the search criteria.
5. From the group of similar photos displayed, click on the image you want to include in the lineup and while
continuing to hold down the mouse button, drag the image to one of the available boxes in the line up row.
6. Use the Prevo Page and Next Page buttons to scroll through the pages of possible candidates.
NOTE: To replace an image in the lineup, drag a different image into the same box.
7. When you are done creating the lineup, click View to display only the Photo Lineup for the witness. Click
Previous to return to the Lineup creation screen.
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Test 9 is complete
Check One: Pass
Fail
Notes:
Test 10 - Saving a Photo Lineup
1. From the Photo Lineup screen, click the Save button. The Save Lineup dialog box displays.
2. Enter a distinct name for the click OK. The lineup is saved and you are returned to the Photo Lineup
screen.
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NOTE: The lineup is automatically assigned an ID number. Make a note of the number and/or
name in order to open the lineup at a later time.
Test 10 is complete
Check One: Pass
Notes:
Fail
Test 11 . Viewing an Existing Photo Lineup
1. To open a saved Lineup, from the Search Screen, click on the Search Button and choose the Saved Line
up option and click Submit.
2. Enter the Line up ID or Name and click Submit. The Line up will be opened.
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Test 11 is complete
Check One: Pass Fail
Notes:
Test 12 - Printing a Photo Lineup
NOTE: A lineup must first be saved in order to be printed.
4. From the Photo Lineup screen, click Print
5. A Windows print dialog box appears.
6. VerifY your printer settings and click OK. The lineup is printed.
Test 12 is complete
Check One: Pass
Notes:
Fall
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The Acceptance Test Plan is now complete. Please note any deficiencies in the
Notes section provided after each test. If there are none, or the system test
results meet your requirements, please sign below.
The CrimeWeb Program has passed System Acceptance.
Date of Acceptance:
Signature of Customer Representative:
Signature of ImageWare Representative:
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REQUEST FOR'-
COUNCIL ACTION
"""
CITY COUNCil MEETING DATE:
CLERK OF COUNCil USE ONLY:
DECEMBER 18, 2000
TITLE:
APPROVED
[J As Recommended
[J As Amended
[J Ordinance on 1 st Reading
[J Ordinance on 2nd Reading
[J Implementing Resolution
[J Set Public Hearing For
AMENDMENT TO THE IMAGEWARE
SOFTWARE AUTOMATED MUG/PHOTO
SYSTEM AGREEMENT
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CONTINUED TO
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FILE NUMBER 1\ -..2OCV -.;w '-{
CITY MANAGER
RECOMMENDED ACTION
Direct the City Attorney to prepare and authorize the Mayor and the Clerk
of the Council to execute an amendment to the agreement with ImageWare
Software, Inc. to upgrade the hardware and software for the automated
mug/photo system in the amount not to exceed $45,000.
DISCUSSION
In 1993, the Police Department purchased a computerized image database
system from Imageware Software Inc., formally X-Image Corporation. This
computerized image database system provides the department with the
ability to capture high quality digital images of criminal suspects, court
ordered registrants and arrestees being booked into the Santa Ana Jail
facili ty. The system is also used to produce photographic line-ups,
wanted flyers, ID cards and jail identification bracelets. The system
currently consists of three workstations, two image capture stations and
one investigative workstation.
The Imageware Software Corporation has now developed a new component to
their computerized image database system, "Crime-Web"; this component
allows the image search and retrieval portion of the database software to
be installed on all of the computers throughout the department. At any
one time, 30 users can be simultaneously using the system to search,
retrieve and print images. The Crime-Web component will also allow the
database to be used by officers in the field via a wireless network.
Page 31
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Image Software Contract Amendment
December 1.8, 2000
Page 2
FISCAL IMPACT
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Funds are available in the OCJP- Ca Law Enforcement Equipment Program Fund
(account no. 155-349-6661).
CL\.-~
Paul M. Walters
Chief of Police
Police Department
25.C.
APPROVED AS TO FUNDS AND ACCOUNTS:
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Rod R. Coloma ~) \'\
Executive Director
Finance & Management Services Agency
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Barney & Barney, LLC-CA
Barney & Barney, Inc-CA
P.O. Box 85638
San Diego, CA 92186-5638
(858) 457-3414
Mst#: 3646
CERTIFICATE OF INSURANCE
ISSUE DATE (MMIOOIYV)
PRA26090 No 99513[;02/26/03
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LicOC24310 ~m:NOT AM~D. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
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10883 THORNMINT ROAD
SAN DIEGO CA 92127
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APE
RE: INSTALLATION AND MAINTENANCE OF "CRIMES" HARDWARE
CERTIFICATE HOLDER
CITY OF SANTA ANA, ITS OFFICERS,
EMPLOYEES, AGENTS AND
VOLUNTEERS
20 CIVIC CENTER PLAZA
SANTA ANA CA 92701
ACOAD25-8
CANCEUATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCElLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILLXX!ltll2JQllfli!!l{Jrn:
MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
LEFT, 1!IK2€l!!~ocmox~~~lUQJ{~J11K
~D{~~lQR1X~~J'MX1JJllli~~
-
~ITCH
CACORD CORPORATION 191(1
THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED PER THE ATTACHED ENDORSEMENT.
. ..'
....
....,;
Imageware Systems, Inc.
Named Insured
Imageware Systems, Inc.
Imageware Software, Inc. (Inactive)
Imaging Technology Corporation
Xlmage
Imageware Systems ID Group, Inc.
Castleworks, LLC
E-Focus West, LLC
Imageware Digital Photography Systems, LLC
IW Systems Canada Company
G&A Imaging, Inc. (shell company only)
Digital Imaging International GMBA (Germany)
Digital Imaging Asia Pacific PTE Ltd. (Singapore)
:
'-'
...,;
THIS ENDORS~.v'IENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSUREDS BY CONTRACT, AGREEMENT
OR PERMIT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
The WHO IS AN INSURED section is amended to include as an insured any person or organization with whom you
agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this
Coverage Part, but only with respect to your operations, "your work" or facilities owned or used by you.
This provision does not apply:
1. Unless the written contract, agreement or permit has an effective date and has been issued prior to the "bodily
injury", "property damage', "personal and advertising injury" or "personal injury" or "advertising injury"
(whichever definitions are used in your policy);
2. To any person or organization included as an insured under the Additional Insured - Broad Form Vendors
provision of this endorsement;
3. To any person or organization included as an insured by an endorsement issued by us end made -part of this
Coverage Part;
4. To any lessor of equipment;
a. Alter the equipment lease expires; or
b. If the "bodily injury", "property damage', "personal and advertising injury' or "personal injury" or "advertising
injury" (whichever definitions are used in your policy), arises out of the sole negligence of the lessor;
5. To any person or organization if the "bodily injury", 'property damage", 'personal and advertising injury" or
'personal injury" or "advertising injury" (whichever definitions are used in your policy), arises out of the rendering
of or failure to render professional services by or for you;
6. To any:
8. Owners or other interests from whom land has been leased; or
b. Managers or lessors of premises If:
(1) The 'occurrence" takas place alter you cease to be a tanant in that premises; or
(2) The 'bodily injury", 'property damage', "personal and advertising injury' or "personal injury" or
"advertising injury" (whichever definitions are used in your policy), arisas out of structural alterations, new
construction or demolition operations performed by or on behalf of the owners or other interests from
whom land has been leased.
AP
TINE l.EE SHAW
Deputy City Attorney
VCG 21110 98
Includes copyrighted material 01 Insurance Services Office, Inc.
@, Atlantic Mutual Insurance Company, 1998
PRODUCER
Page 1 of 1
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The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any re-
maining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations,
unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the add~
tional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance.
SECTION IV - COMMERCIAL GENERAL
LIABIUTY CONDITIONS
1. Bankruptcy
Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this
Coverage Part.
2. Duties In The Event Of Occurrence, Offense, Claim Or Suit
a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may
result in a claim. To the extent possible, notice should include:
(1) How, when and where the "occurrence" or offense took place;
(2) The names and addresses of any injured persons and witnesses; and
(3) The nature and location of any lnjurl or damage arising out of the "occurrence" or offense.
b. If a claim is made or "suit" is brought against any insured, you must:
(1) Immediately record the specifics of the claim or "suit" and the date received; and
(2) Notify us as soon as practicable.
You must see to it that we receive written notice of the claim or "suit" as soon as practicable.
c. You and any other involved insured must:
(1) Immediately send us copies of any demands, notices, summonses or legal papers received in con-
nection with the claim or "suit";
(2) Authorize us to obtain records and othar information;
(3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and
(4) Assist us, upon our raquest, in the enforcement of any right against any person or organization which
may be liable to the insured because of injury or damage to which this Insurance may also apply.
d. No insured will, except at that insured's own cost, w1untarily make a payment, assume any obligation, or incur
any expense, other than for first aid, witihout our consent.
3. Legal Action Against Us
No person or organization has a right under this Coverage Part:
a. To join us as a party or otherwise bring us into a "suit" asking for damages from i1Ni1;IcIiE SHAW
b. To sue us on this Coverage Part unless all of its terms have been fully complied ~~ty City Attornay
A person or organizetion mey sue us to recover on an agreed settiement or on a final judgment against an In-
sured obtained after an actual trial; b~ we will not be liable for damages that are not payable under the terms of
this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settle-
ment and release of iabllly signed by us, the Insured and the claimant or the claimanfs legal representative.
4. Other Insurance
11 other valid and collectible insurance Is available to the Insured for a loss we cover under Coverages A or B of
thi ur obligations are limited as follows:
a. Primary Insurance
except when b. below applies. If this insurance is primary, our obligations are not
aHected unless any of the other Insurance Is also primary. Then, we will share with all that other insurance
by the method described in c. below.
b. Excess Insurance
This insurance is excess over:
(1) Any of the other insurance, whether primary, excess, contingent or on any other basis:
(a) That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for "your work":
(b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission
of the owner;
CGOO 01 07 98
Copyright, Insurance Services OffICe, Inc., 1997
COMMERCIAL GENERAL LIABILITY
Page 9 of 14
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(c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to
premises rented to you or temporarily occupied by you with permission of the owner; or
(d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not
subject to Exclusion g. of Section 1- Coverage A - Bodily Injury And Property Damage Liability.
(2) Any other primary insurance avaUable to you covering liability for damages arising out of the premises or op-
erations for which you have been added as an additional insured by attachment of an endorsement.
When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against
any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other Insurer defends,
we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers.
When this insurance Is excess over other insurance, we will pay only our share of the amount of the loss, if
any, that exceeds the sum of:
(1 ) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and
(2) The total of all deductible and self-insured amounts under all that other insurence.
We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insur-
ance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this
approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of
the loss remains, whichever comes first.
If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under
this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total appli-
cable limits of insurance of all insurers.
S. Premium Audit
a, We will compute all premiums for this Coverage Part in accordance with our rules and rates.
b. Premium shown in this Coverage Part as advance pramlum Is a deposit premium only. At the close of each
audit period we will compute the earned premium for that period. Audit premiums are due and payable on
notice to the first Named Insured. If the sum of the advance and audit premiums paid for the policy period is
greater than the eamed premium, we win return tha excess to the first Named Insured.
c. The first Named Insured must keep racords of the Information we need for premium computation, and send
us copies at such times as we may request.
6. Representations
By accepting this policy, you agree:
a. The statements In the Declarations are accurate and complete;
b. Those statements are based upon representations you made to us; and
c. We have issued this policy In reliance upon your representations.
7. Separation Of Insureds
Excepi with respect to tl;6 lJmits of insurance, and any rights or duties specifically assigned in this Coverage
Part to the first Named Insured, this Insurance applies:
a. As if each Named Insured were the only Named Insured; end
b. Separately to each insured against whom claim is made or "suif' Is brought.
8. Transfer Of Rights Of Recovery Against Others To Us
If the Insured has rights to recover all or part of any payment we have made under this Coverage Part, those
rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured
will bring "suit" or transfer those rights to us and help us enforce them.
9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the
Declarations written notice of the nonrenewal not less than 30 days before the expiration date.
lf notice is mailed, proof of mailing will be sufficient proof of notice.
.
.
COMMERCIAL GENERAL LIAalLlTY
Page 10 of 14
Copyright, Insurance Services Office, Inc., 1997
CG 00 01 07 18
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