HomeMy WebLinkAboutIMAGEWARE 5 - 2006
INSURANCE fiOJ ON FILE A-2006-096
WORK MAY !iQl PROCEED
CLERK OF COUNCIL
DATE. RENEW AL SOFTWARE AND HARDWARE MAINTENANCE AGREEMENT
.5-110 --or.,
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(the "Agreement")
BETWEEN
IMAGEWARE SYSTEMS, INC ("IWS")
AND
THE CITY OF SANTA ANA
A CHARTER CITY AND MUNICIPAL CORPORATION ORGANIZED AND
EXISTING UNDER THE CONSTITUTION AND THE LAWS OF THE STATE
OF CALIFORNIA ("CITY")
TERM AND PAYMENT
1.1 Initial Term. The initial term of this Agreement shall be for one year and shall
commence on Febrnary 1,2006 and end on January 31, 2007.
1.2 Renewal Terms. Subject to the receipt by IWS of payment for such services, this
Agreement shall be renewed annually thereafter, automatically, commencing on
the same month and day noted first directly above and ending on the same month
and day noted second directly above, for Three (3) additional one-year terms,
unless either party gives prior written notice of its intention not to renew this
Agreement.
1.3 Annual Fee. For the services specified herein, except for those services
designated as "Extra Services" pursuant to Section 2.6 hereof, CITY agrees to
pay an annual maintenance fee ("Maintenance Fee") as specified in Exhibit A.
Annual maintenance fees will be due and payable on first day of coverage. Any
changes to Exhibit A will be provided to CITY before the start of that year's
commencement date. For additional hardware and/or software purchased from
IWS during the term of this Agreement and added to the System (as defined
below),CITY agrees to pay maintenance fees for the added hardware and/or
software on a pro rated basis commencing on the date of the installation of such
added items through the end of that annual period, and then annually, thereafter,
for so long as this Agreement is in place.
2 MAINTENANCE SERVICE TO BE PROVIDED.
2.1 General. IWS shall provide to CITY maintenance service with respect to the
Crime Capture System"" (the "System", being the software purchased from IWS
and the related hardware, whether purchased from IWS or supplied by CITY).
The obligation ofIWS to provide such maintenance service shall not extend
beyond the items of software and hardware (the IWS supported items or
"Supported Items" as are identified in Exhibit A) that CITY has purchased
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IWS Renewal Maintenance Agreement
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directly from IWS. Such maintenance service shall consist of (i) Preventive
Maintenance as is described in Section 2.4, (ii) Remedial Maintenance as is
described in Section 2.5, and (iii) Extra Services as is described in Section 2.6, all
in accordance with and subject to the terms and conditions of this Agreement.
2.2 Obligation for Maintenance Support. CITY acknowledges that IWS will not be
required to provide maintenance support during the time frames noted in Section
1 of the Agreement unless and until CITY has provided IWS with an executed
copy of the Agreement.
2.3 Connectivity. Electronic communication connectivity between IWS and the
System shall be via either a point-to-point Internet connection or via a dial-back
modem (whereby IWS will dial CITY's server and the server will dial back to
IWS).
2.4 Preventive Maintenance. Preventive maintenance ("Preventive Maintenance")
shall only be required for Supported Items and shall consist of all maintenance
service, other than Excluded Services as defined in paragraph 2.7, performed by
IWS representatives, independent of any System failure, for the purpose of
maintaining the System in good working order, including, without limitation, the
maintenance services described in subsections 2.4.1 and 2.4.2 below. Any
additional Preventive Maintenance beyond that described in subsections 2.4.1 and
2.4.2 shall be at the sole discretion of IWS. Preventive Maintenance performed
on-site at CITY locations shall be performed by IWS representatives during
normal working days, Monday - Friday except holidays, between the hours of
8:00 a.m. and 5:00 p.m. or as otherwise arranged. IWS will provide CITY with
reasonable prior notice and CITY will assure that IWS has access to the
equipment. Preventive Maintenance performed off-site from CITY locations may
be performed by IWS representatives at any time.
2.4.1 Preventive Software Maintenance.
(a) Subject to the availability of access through IWS approved System
connectivity, IWS representatives will perform Preventive Software
Maintenance for a) System servers purchased directly from IWS, no less
frequently than monthly; b) Capture Stations where the client hardware, on
which such IWS software resides, has been purchased directly from IWS, no
less frequently than quarterly; and c) Investigative Stations where client
hardware, on which such IWS software resides, no less frequently than
annually.
(b) If the System server(s) and/or Capture Station(s) and/or Investigative
Station(s) hardware, on which the IWS software resides, has/have not been
purchased directly from IWS, IWS will not be required to provide Preventive
Software Maintenance.
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IWS Rcnewal Maintenance Agreement
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2.4.2 Preventive Hardware Maintenance. IWS representatives will perform an annual
quality control check of the Supported Items to ensure that the System is
performing at the prescribed standards for System functionality. Such check shall
include a cleaning of the Supported Items, Supported Items hardware alignment,
and general system checks to assess image quality and System performance.
2.5 Remedial Maintenance. Remedial maintenance ("Remedial Maintenance") shall
mean all maintenance, other than Excluded Services, reasonably required as a
result of, and for the purpose of correcting, a System Failure. For purposes of this
Agreement, "System Failure" shall mean any malfunction in the Supported Items
that prevents or materially interferes with, any or all aspects of the System's
intended functions.
IWS will provide Remedial Maintenance through its Customer Support
Department based on three technical levels of support. IWS will make available
to AGENCY a Help Desk (Tier I support), which will be continuously accessible
by telephone, e-mail or the worldwide web 24 hours per day, 7 days per week
(including holidays). If so required to solve Remedial Maintenance issues, IWS,
in its sole discretion, may also utilize specialized engineers and technicians (Tier
II support) who are adept at solving more complex problems, as well as selected
members of IWS's Research and Development Department (Tier III support).
Following the identification of a System Failure by CITY, and CITY's
completion of any diagnostic procedures recommended by IWS, CITY shall
provide notification thereof to IWS. CITY agrees to actively cooperate with
IWS in all further diagnostic testing, as determined and requested by IWS.
In the event of any software failure, IWS shall have an appropriate software
support person respond to the CITY within the time frames described in the IWS
Response Schedule (attached hereto as Exhibit B). Such response will be to
provide notification with an update on possible causes and/or solutions.
In the event of the failure of any Critical Hardware Items (as defined below), IWS
shall cause an authorized representative of IWS to arrive at the location where the
System is installed no later than the time frames described in the IWS Response
Schedule (Exhibit B).
2.5.1 Critical Hardware Items: Critical hardware items ("Critical Hardware Items") are
hardware items purchased from IWS, that are specifically associated with the
Server, the supplied interfaces, or the Capture Stations, and that are required for
the CITY to perform its day-to-day duties associated with the capture and storage
of mug photo images. As a point of clarification, printers are not among the
Critical Hardware Items.
2.5.2 Non-critical Items: Non-critical items ("Non-critical Items") are hardware items
purchased from IWS that are not mentioned in Section 2.5.1. Non-critical Items
shall be repaired during IWS's normal work hours. Printers are not among Non-
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212112006
critical Items and are only supported by IWS during the initial 45 days after their
installation.
2.5.3 Software Onlv Installations: If the System server(s) and/or Capture Station(s)
and/or Investigative Station(s) hardware, on which the IWS software resides,
has/have not been purchased directly from IWS, IWS will not be obligated to
provide Remedial Maintenance via remote access software. If, however, CITY
has installed IWS approved remote access software, IWS, at its sole discretion,
may provide Remedial Maintenance via remote access software.
2.6 Extra Services. Extra services ("Extra Services") shall consist of any
maintenance services with respect to the System, other than Preventive
Maintenance and Remedial Maintenance, but including without limitation,
Excluded Services (as defined below). IWS shall be under no obligation to
perform any Extra Service but may undertake to make a good faith effort to
render such services to the extent that it is capable of doing so without
substantially interfering with its other obligations under this Agreement or its
obligations to other customers. Extra Services will be charged to the CITY on a
time and materials ???? basis as determined by IWS and CITY will pay such
charges as invoiced by IWS. If so requested by CITY, IWS shall provide a
written estimate of the extra charges likely to be incurred as a result of the
performance of such Extra Services, to the extent such charges can be reasonably
ascertained in advance.
2.7 Excluded Services. For the purpose of this Agreement, "Excluded Services" are
those services that IWS is not obligated to perform for the Maintenance Fee, but
may perform for extra compensation as set forth in Section 2.6. Excluded
Services shall be defined as: (a) the replacement of any hardware as is required by
age, duty cycle, obsolescence or excessive use; (b) the replacement of any
hardware or the support of third-party software where service or support for such
hardware or such third-party software is no longer provided by the original
equipment manufacturer of such hardware or the original vendor of such third-
party software; (c) the update or upgrade of third-party software, including
operating system(s); (d) the replacement of supplies or expendable items (e.g. ink
rollers, ribbon cartridges, toner cartridges, fusers, paper, film, diskettes, tape
cassettes, lamps, etc.); (e) any maintenance services to be performed on any
software, hardware or other item not furnished by IWS to CITY or any other
work external to the System by anyone other than IWS; or (f) any maintenance
services necessary or appropriate in order to correct any System Failure, or
potential failure, attributable in whole or in part to any of the following factors, or
any combination thereof:
2.7.1 Failure by CITY to provide or maintain a suitable installation environment as the
System site in accordance with the operations documentation, and any other
reasonable requirements thereafter communicated in writing by IWS to CITY,
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IWS Renewal Maintenance Agreement
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including without limitation, any electrical power, air conditioning, or humidity
control failure or changes to the environment ofthe System site,
2.7.2 Use of supplies or materials not approved by IWS, or by the equipment
manufacturer,
2.7.3 Use or attempted use of the System or any component thereof for any purpose
other than that for which it was acquired,
2.7.4 Alterations to the System hardware or software (including operating system(s),
operating system service packs, drives, or applications) other than alterations
installed by, provided by, or approved in writing by IWS,
2.7.5 System failure caused by alterations to the System performed by non-IWS
representatives using the NT server administrator password,
2.7.6 Connection of the System by mechanical or electrical means to any other
machine, equipment or device, other than those installed by or approved in
writing by IWS,
2.7.7 Any changes in the CITY's network or in IP addresses that relate to or affect the
System, other than those approved in writing by IWS,
2.7.8 The removal, transportation or relocation of the System by any person other than
IWS's personnel,
2.7.9 Neglect or misuse of the System by CITY or any third party,
2.7.10 Any other intentional or negligent damage to the System by the CITY or third
party,
2.7.11 Any other failure by CITY to comply with its obligations under this Agreement
or the Purchase and License Agreement, or
2.7.12 Any damage caused by other than normal operating conditions or events,
including without limitation, accident, transportation, neglect, misuse, lightning,
failure or fluctuation of electrical power, temperature or humidity changes,
telephone equipment or line failure, failure of foreign interconnect equipment and
acts of God.
2.8 Time and Material Rates. Rates for Time and Materials are fully described in the
IWS Response Schedule attached hereto as Exhibit B.
2.9 Replacement or Repair. In performing Preventive Maintenance and Remedial
Maintenance, IWS shall be entitled to exercise reasonable discretion in
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IWS Renev.!al Maintenance Agreement
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determining whether to replace or repair any malfunctioning item; provided,
however, that any such replacement shall be a functional equivalent.
2.10 Diagnostic Software. In order to facilitate rapid analysis of a System Failure
involving software, IWS will provide trained staff, at its company location,
capable of handling software failures in an expedient manner. In addition they
will have diagnostic software for the purpose of identifying the cause of System
Failures, temporarily patching around the problem if necessary or temporarily
disabling the use of the malfunctioning software module so that the System can be
returned to use for other activities with minimal degradation in operation.
2.11 Off-Site Maintenance: Any maintenance services required to be performed under
this Agreement which cannot, in IWS's reasonable judgment, be performed
effectively at or near the System site shall be performed at such other location(s)
as IWS may determine, at no extra cost to Customer. However, a loaned part(s)
from IWS's warehouse may be installed into the System prior to the shipping of
the item(s) being removed for maintenance.
2.12 Log Entries: CITY, after its request, shall be provided with IWS records
regarding System failures, and any other malfunctions, problems, or defects in the
System, in accordance with a format to be provided by IWS.
2.13 Network Connections: Although IWS will provide some guidance and direction,
IWS is not responsible for resolving problems relating to networks.
2.14 Data Back-ups: It is the CITY's responsibility to keep adequate System data
back-ups. IWS is not responsible for loss of data.
2.15 Proprietarv Information: CITY acknowledges that the database structure contains
IWS trade secrets and intellectual property rights, which are the property of IWS.
CITY agrees that 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 reverse engineered, de-compiled, dissembled, or otherwise
reverse engineered in whole or in part.
3. CUSTOMER RESPONSIBILITIES
3.1 General: CITY agrees to provide IWS with the contact information for their
System Administrator(s), and their backup(s), who generally will be available
during the CITY's normal Monday through Friday daytime business hours.
CITY acknowledges that it is important for the CITY's System Administrator to
take an active role in the management of the Crime Capture System and that
image quality and consistency are very important in general and especially
important with regard to any centralized repositories.
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IWS Renc\val Maintcnanl:t': Agreement
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3.2 Periodic Routines: CITY agrees that it is the responsibility of the CITY's System
Administrator to perform the following tasks.
3.2.1 Periodically inspect images for quality.
3.2.2 Use manufacturer approved consumable supplies.
3.2.3 Manage System data back-ups.
3.2.4 Maintain studio lighting with prescribed lamps.
3.2.5 Label stations with machine name and trouble reporting instructions.
3.2.6 Manage supporting network.
3.2.7 Manage users, groups, passwords, and access rights.
3.2.8 Train users as necessary.
3.2.9 Ensure problems are reported in a timely fashion to the IWS Help Desk.
3.2.10 Utilize most recent IWS provided software when required by IWS.
3.2.11 Provide reliable and continuous connectivity for remote entry.
3.2.12 Provide suitable environment for stations and especially for the servers.
3.2.13 Provide stable and adequate power.
3.2.14 Maintain effective communications with IWS.
4. MISCELLANEOUS TERMS
4.1 Confidential Information. Publicitv: IWS will not publish or otherwise disclose
any information or data obtained from CITY in any manner where the identity of
any particular person or establishment can be identified, except with the consent
of the CITY. Until such consent is obtained from CITY, IWS will keep such
information confidential using the same care and discretion used with similar
information that IWS designates as confidential.
Publicity giving reference to the sale, installation, and/or existence of the System,
whether in the form of a press release, verbal announcement or filing of
governmental form (as may be required by The Securities and Exchange
Commission or other governmental entity under public disclosure laws,
regulations or otherwise) may be given by IWS without the prior approval of
CITY.
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IWS Rcnc\val Maintcnance Agreement
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4.2 Limitation of Liability: IWS's maximum liability to the CITY arising for any
reason relating to IWS's performance of the this Agreement, or any amendment
thereto, shall be limited to the amount of fees paid to IWS for its performance
under this Agreement for the specific year that is related to the event which gave
rise to the liability.
4.3 Hold harmless: IWS will indemnify, defend and hold harmless the CITY, its
officers, agents, employees or representatives from all liability for any loss,
damage, or injury to persons or property arising from or related to the
performance of this Agreement, including without limitation all consequential
damages and attorney's fees, resulting from IWS's gross negligence or its
wrongful or reckless performance hereunder.
The CITY will indemnify, defend and hold harmless IWS, its officers, agents,
employees or representatives from all liability for any loss, damage, or injury to
persons or property arising from or related to the performance of this Agreement,
including without limitation all consequential damages and attorney's fees,
resulting from CITY's gross negligence or its wrongful or reckless performance
hereunder.
4.4 Independent Contractor: This Agreement is for the professional services of IWS
and its representatives and is non-assignable by IWS without the prior written
consent of the CITY. In performing these professional services, IWS is an
independent Contractor and is not acting as an agent or employee of the CITY.
4.5 Termination: Prior to the expiration of this Agreement, this Agreement may be
terminated for the convenience of both parties by mutual consent. Either party
may terminate this Agreement upon a breach by the other party which is not cured
in a timely manner as follows: In the event of any material breach of this
Agreement by either party, the aggrieved party must give written notice thereof,
including a reasonably detailed statement of the nature of such breach, to the
breaching party. The breaching party has thirty (30) days to cure such breach. In
the case of a breach that cannot reasonably be cured within 30 days, the breaching
party will provide a written estimate of the time needed to cure such breach, will
commence to cure such breach within thirty (30) days of notice from the
aggrieved party, and will diligently continue to cure such breach to completion. If
the breaching party fails to cure, to commence cure, or diligently prosecute such
cure to completion, the aggrieved party shall be entitled to suspend its
performance under this Agreement for as long as the breach remains uncorrected,
and avail itself the remedies provided by this Agreement. Failure of CITY to
pay, when due, all fees payable, including annual or Extra Services fees, will be
cause for IWS to immediately suspend the performance of any of IWS's duties as
described herein.
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IWS Renewal Maintenance Agreement
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4.6 Disputes: In the event that any dispute or controversy arises between IWS and
CITY, IWS and CITY agree to first attempt to resolve the matter through
discussions directly between themselves.
4.7 Notices: All notices required under this agreement shall be made in writing and
addressed or delivered as follows:
TO CITY-
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA. 92702-1988
TO IWS-
IMAGEW ARE SYSTEMS, INC.
JEFF HOTZE, CONTROLLER
10883 THORN MINT RD
SAN DIEGO, CA 92127
Either party may, by written notice to the other, change its own mailing address.
Any notice or other written communication, if delivered personally to such party
or if delivered by registered U.S. Mail or by prepaid overnight courier, shall be
deemed to have been received on the day of its delivery, and if delivered by any
other means, shall be deemed to have been received upon the receiving party's
acknowledgement of such receipt.
4.8 Governing Law: The validity of this Agreement and any of its terms or
provisions, as well as the rights and duties of the parties under this Agreement,
will be construed pursuant to and in accordance with the laws of the State of
California.
4.9 Severabilitv of Agreement: If any term of this Agreement is held by a court of
competent jurisdiction to be void or unenforceable, the remainder of the terms of
the Agreement will remain in full force and effect and will not be affected.
4.10 Cumulative Remedies: The exercise of or failure to exercise legal rights and
remedies by either party in the event of any default or breach hereunder will not
constitute a waiver or forfeiture of any other rights and remedies, and will be
without prejudice to the enforcement of any right or remedy available by law or
authorized by this Agreement.
4.11 Compliance with Laws: Each party to this Agreement will comply with all
applicable laws.
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IWS Renewal Maintenance Agreement
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4.12 Non Discrimination: IWS will comply with all applicable federal, state and local
laws, rules and regulations in regard to non-discrimination in employment
because of race, color, ancestry, national origin, religion, sex, marital status, age,
medical condition, disability or other prohibited basis.
4.13 Entire Agreement, Modification: This Agreement, including the exhibit(s),
constitutes the entire agreement between the parties and supersedes all previous
agreements or representation, oral or written, relating to this Agreement. This
Agreement may only be modified or amended by a written modification signed by
each party. Both parties acknowledge they have read this Agreement, understand
its terms and conditions, and agree to be bound by it.
Agreed to:
IMAGEW ARE SYSTEMS, INC.
/7 p? ~~
B~{S~ms, Inc.
Name:~#'.RU5 .hle/?bt"~cn
Title: // ?
,
Date: ~.(',;1t;..7/'/'f
Agreed to:
CITY
PATRlCA E. HEALY
Clerk of the Council
CITY Otz::;JlJtZ
DAVID N. REAM
City Manager
baT
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
, \ I i
By: '\ v; ,L-~A ,'/ )i. ;, ( UJ/
/Laura Sheedy /
Assistant City Attorney
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IWS Renewal Maintenance Agreement
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EXHIBIT A
QUOTE WITH
SCHEDULE OF SUPPORTED ITEMS & MAINTENANCE FEES
Page 11
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SANTA ANA PO
MAINTENANCE SCHEDULE
FEB. 1, 2006 . JAN. 31, 2007
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TOTAL MAINTENANCE 2006
SOFTWARE MAINTENANCE $1023630
HARDWARE MAINTENANCE $6 614 70
OTHER MAINTENANCE $000
DX $000
TOTAL MAINTENANCE 2006 $1685100
"NOTE THE' VEHICLE ID' PRODUCT IS NO LONGER SUPPORTED BY IWS TECHNICAL SUPPORT THE PRODUCT IS DISCONTINUED
EXHIBJT A
SANTA ANA PO
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Std 64MB 60ns NP SDRAM OIMM
Std CD-ROM Drive Intemal32X Max Mable Seed
Std IBM 1.44MB 3.5-inch Diskette Drive
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(SId) 4001100MHz MMX Pentium II Processor with 512KB Pipeline B
(Std) 4MB Integrated SGRAM Video Memory
(Std) 64MB 60ns NP SDRAM DIMM
(Sid) CD-ROM Drive Internal 32X Max (Variable Speed)
(StdJ IBM 1.44MB 3.5-inch Diskette Drive
(Std) IBM 104-key Rubber Dome Keyboard
(Std) Integrated IDE Controller
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(Std) IBM 6.4GB EIDE Hard Drive
(Stdl 10/100 PCI Ethernet WOL
(Std) 16-bltlSACryslalAudiolntegrated
(SId) 400/100MHz MMX Pentium II Processor wilh 512KB Pipeline B
(Std) 4MB Integrated SGRAM Video Memory
(Std) 64MB 60ns NP SDRAM DIMM
(SId) CD-ROM Drive Internal 32X Max (Variable Speed)
(Std) IBM 1,44MB 3.5 inch Diskette Drive
(Std) IBM 104-key Rubber Dome Keyboard
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TOTAL MAINTENANCE 2006
SOFTWARE MAINTENANCE $10236 J()
HARDWARE MAINTENANCE $661470
OTHER MAINTENANCE SO 00
TAX $000
TOTAL MAINTENANCE 2006 $1685100
'NOTE THE' VEHICLE 10" PRODUCT IS NO LONGER SUPPORTED BY IWS TECHNICAL SUPPORT THE PRODUCT IS DISCONTINUED
IBM PC 300PL 6862 4x4 2
PC 300PL Pentium II 400MHz MMXlS12KB,64MB,6.4GB,4MB,32X, 16bit
51 IBM 6.4G8 EIDE Hard Drive
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St IBM 1.44M8 3.5-inch Diskette Drive
StdjlBM 104-k Rubber Dome Ke oard
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(Std) 64MB 60ns NP SDRAM DIMM
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(Std) 64MB 60ns NP SDRAM DIMM
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IWS Rcne\val Maintenance Agreement
2/21/2006
EXHIBIT B
IWS RESPONSE SCHEDULE
Software _ sixty (60) minute call back, all updates provided free of charge. Tier II on
eight (8) hour response.
Hardware - next IWS business day on all Critical Hardware Items.
Supplemental Maintenance Schedule
The following price schedule will apply to items that are either not covered by a
maintenance agreement or are requested by (Entity) as additional T & M services these
rates are subject to change.
Description
Software Engineer
0800 thru 1700 weekdays
1700 thru 0800 weekdays
Anytime on weekends
Anytime on National Holidays
Product Support Engineer
0800 thru 1700 weekdays
1700 thru 0800 weekdays
Anytime on weekends
Anytime on National Holidays
Repair/Installation Technician
0800 thru 1700 weekdays
1700 thru 0800 weekdays
Anytime on weekends
Anytime on National Holidays
Travel Time (all categories)
0800 thru 1700 weekdays
1700 thru 0800 weekdays
Anytime on weekends
Anytime on National Holidays
Support Desk Call
Anytime
Cost
$150.00 per hour
$200.00 per hour
$275.00 per hour
$375.00 per hour
$125.00 per hour
$175.00 per hour
$225.00 per hour
$300.00 per hour
$125.00 per hour
$175.00 per hour
$225.00 per hour
$300.00 per hour
$50.00 per hour
$50.00 per hour
$50.00 per hour
$100.00 per hour
$120.00 per hour or portion thereof
Freight.............................................................. ..Published rate for service
Page 12
ver 01-01-05
-, ...
IWS Rene\val Maintenance Agreement
2/21/2006
Equipment replaced or repaired................................ ...list price
Travel by air or train to customer site... ..................... ....actual cost
Travel by car to customer site.................................... .$0.49 per mile
Meals, lodging and local transportation to customer site...... .$200.00 per day
Minimum charges:
Support Time:......................................................... .1.0 hour per incident
Travel Time............................................................ .1.0 hours per on-site call
Page 13
ver01-01-05
STATE
COMPENSATION
INSURANCE
FUND
-~ \
t.YJ}-1
) 0,' ,'I
'_/_~I~'W 0 /C/
f/ 4' l
IN REPLY REFER TO:
APRIL 13, 2006
CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES
AGENTS, AND REPRESENTATIVES
60 CIVIC CENTER PLAZA
SANTA ANA CA 92702
CERTIFICATE OF WORKERS'
COMPENSATION INSURANCE
CANCELLATION NOTICE
RE: CERTIFICATE DATED APRIL 26, 2005
THE WORKERS' COMPENSATION INSURANCE POLICY FOR THE EMPLOYER
NAMED BELOW HAS BEEN CANCELLED EFFECTIVE FEBRUARY 12, 2006 AT
12:01 A.M.
IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE
CONTACT THE EMPLOYER NAMED BELOW
EMPLOYER:
IMAGE IV SYSTEMS INC
512 S VARNEY ST
BURBANK, CA 91502
POLICY 1577125-05
CUSTOMER SERVICE REPRESENTATIVE
CUSTOMER SERVICE CENTER
(877) 405-4545
1275 Market Street. San Francisco. CA 94103- 1410
Mailing Address: P.O. Box 420807. San Francisco, CA 94142-0807
selF 19102
ACORD~ CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
OS/26i200614:24
PRODUCER
Barney & Barney LLC
9171 Towne Centre Drive Suite 500
San Diego, CA 92122
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
INSURED
ImageWare Systems, Inc.
A-.2oo/- ;lJ5
A - ..<00..< - ':<';;13
A_.;loo-f-o'7(P
A- .;>,005 - D3
A- l>O - C>
INSURERS AFFORDING COVERAGE
INSURER A' OllcBcacon - Atlantic Specialty Ins. CO.
INSURER B: l1ndenvriters at Lloyd's London
INSURER C'
NAIC #
27154
10883 THORNMINT ROAD
SAN DIEGO, CA 92127
COVERAGES
INSURER O'
INSURER E'
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I!I!"~ ~~~'~ -,-_. POLJCY NUMBER PRHS-~ EFFECTIVE Pgi!P EXPIRATION LIMITS
I ~NERAL L1AB/UTY EACH OCCURRENCE , 1,000,000
X X COMMERCIAL GENERAL LIABILITY 7/1 012005 7/1 0/2006 I ~~ , 1,000,000
PREMI~ES Ea OCOJrence
I C- _J CLAIMS MADE 0 OCCUR I 7110052520001 MEa EXP (Any Qf1e persoo) " 10,000
A L- PERSONAL & AaV INJURY $ EXCLUDED
--~_._--,-_._.,---
L- GENERAL AGGREGATE , 2,000,000
~'l AGG~EnE LIMIT APPLIES PER' This certificate amends and upercedes prior certificates PRODUCTS - COMP/OP AGG , 2,000,000
x POLICY ~~,Q.r i I laC .
~TOMOBILE LIABILITY I COMBINED SINGLE LIMIT I $ 1,000,000
L- ANY AUTO L(Ea aCCIdent)
ALL OWNED AUTOS ,
1--- BODilY INJURY I ,
SCHEDULED AUTOS 711005252000 I 7/10/2005 7/1 0/2006 (Per person}
A C- [, ..~
L.'. HIRED AUTOS BODILY INJURY
L.'. NON-OWNED AUTOS (PeraCCidenl)
I--- PROPERTY DAMAGE ,
(Per acCident)
RRAGE LIABILITY I AUTO ONLY. EA ACCIDENT ,
ANY AUTO ! OTHER THAN EA ACC ,
, , AUTO ONLY AGG S
,
0ESSlUMElRElLA lIABILITY , EACH OCCURRENCE , 2,000,000
-x OCCUR D CLAIMS MADE AGGREGATE , 2,000,000
A 7110052520001 7/1 0/2005 7/1 0/2006
,
R DEDUCTTBLE $
RETENTION , I ,
WORKERS COMPENSATION AND I I TWC STATU- IOJ~.
EMPLOYERS' LIABILITY ~,OOO,OOO
A ANY PROPRIETOR/PARTNER/EXECUTIVE 406010242 CA 7/14/2005 7/14/2006 E_L EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? E_l. DISEASE EA EMPlOYE~ , 1,000,000
~trbirpkt;)~s~6rNS below E.l, DISEASE POLICY LIMIT , 1,000,000
OTHER 1,000,000
8 Professional Liability-Errors & SEN2105000221 7/1 0/2005 7/1 0/2006
Omissions I 50,000 SIR
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS , ., ~-.. '--:-', >'0 ',\.I\J
* I 0 days notice for non-payment of premium. j3;11~--'-:fjjc!.
RE: Installation and maintenance of "crimes" hardware & software.
.' ..,' .
CERTIFICATE HOLDER
CANCELLATION
Mst # 2130
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAilURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
olin Xsieli
36466
@ACORD CORPORATION 1988
City Of Santa Ana, Its Officers, Employees, Agents And Volunteers
20 Civic Cenrer Plaza
Santa Ana, CA 9270]
ACORD 25 (2001/08) Client # 31868
Cert#
Subiect:
2
1.,
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
'-I~{/" I
f:r' '.' (;
ACORD 25 (2001/08)
Insured: ImageWare Systems, Inc.
Named Insureds
I mageWare Systems, Inc.
ImageWare Software, Inc. (Inactive)
Imaging Technology Corporation (Inactive)
Ximage (Inactive)
ImageWare Systems ID Group, Inc.
Castleworks,LLC (Inactive)
E-Focus West, LLC (Inactive)
ImageWare Digital Photography Systems, LLC
IW Systems Canada Company
G&A Imaging, Inc. (Inactive)
Digital Imaging International GMBA (Germany)
Digital Imaging Asia Pacific PTE Ltd. (Singapore)
Master# 2130
Attachment Page
Cert # 36466
....1/.>'
/./ "
')!Cp
INSURED: ImageWare Systems, Inc.
COMPANY: Atlantic Specialty Insurance Company
POLICY #: 7110052520001
POLICY PERIOD: 711012005
EFFECTIVE DATE 512612006
TO 711012006
THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY,
ADDITIONAL INSUREDS BY CONTRACT, AGREEMENT
OR PERMIT
This endotMment modifies insurance provided under the folklwilg:
CQt,,>NERCIAL GENERAL LIABIlITY COVERAGE FORM
The WHO IS AN INSURED section Is amended to include a. an insured any pe""'" or organization wIlh Whom you
agreed In a written oonlrael, written agreamant or pell11il to provida In.unmce suen as Is afforded under this
Coverage Pari, bUt only with respect to your operations. )'our work" or f1Ici_ _ Of used by you.
This prcMsjo~ does no! apply:
1. Unless the written contract, agreeme~t or permk has an effec1ive date and has been issued prior to the "bodily
i~jury", "",operty damage". "personal and advertising injury" or "personal injury" or "adll8rtising ...jury"
(wrnchever dennlllo... are used In your polley);
2. To any person or organ_n ...eluded as an looured under the Additional Insured - Broad Form Vendors
PfO'/isi<l<1 of this endorsement;
3. To any person or ofll8l1lzallon included as an ","unod by an endo"",",enl issued by us and made part of tills
Coverage Pa rt;
4. Toanyl.-rofequlpmerrt;
a, Altw the eq uipment lease expO'es; or
b. If the 'bodily injury", "property damage', "personal and advertising Injury" or "personal injury" or "advertising
injury" (whichever de_ona are used in your polcy), erlses out 01 tile sole nagigence of the lessor;
5. To any parson or organ_n il1l1e "bocIly Injury", "property damage', "personal and advertising injury" or
"palllonallnjury" or "edverhing injury" (which...... deftnlllons ore used in your policy), arises out of the rendering
01 or !allure 10 render professlonal ""ovic... by or lor you;
6. To any:
a, Owners or other Inleresls Irom whom land has been leased; or
b. Managers... lessors at prem_1t:
(1) The 'occurrence" taI<es place after you cease 10 be a tenant in thai premises; or
(2) The "bodily injury", "property damage', "pelSOllal and advertising Injury" or "pe<sonal injury" or
"adveftising injury" (v.tlien...... definitions ere used In your policy), arlsell out of_rei alteraliollS, new
cons1nJction or demoition oparations performed by or on behaK oflhe owners or OIlIer interests from
whom land has been leasad.
0/j .1)
, if ~.____' 1,/ /./;'
" _>~"_.) ii,'
I
VCGU11t1l
Indudn~~QfINlUi!lne6~()f'b"lnc.
., A.tIn!cMl.UIll~ Cornptny, 1998
PBQt 1 ot 1
The Umits 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 atter issuance for an additional period of less than 12 months. In that case, the addi-
tional period will be deemed part of the last preceding pariod for purposes of determining the Umlts of Insurance.
SECTION IV - COMMERCIAL GENERAL
L1ABIUTY CONDITIONS
1, Bankruptcy
Bankruptcy or insolvency of the insured or at the insured's eslate will not relieve us of our obligatons 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 injury 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 iegal papers received in con-
nection with the claim or "su~":
(2) Authorize us to obtain records and other information;
(3) Cooperate with us in the investigaton or settlement of the claim or defense against the "suif'; and
(4) Assist us, upon our request, 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, voluntarily make a payment, assume any obligation, or incur
any expense, other than for first aid, vvithout 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 an insured; or
b, To sue us on this Coverage Part unless all of its terms have been fully complied with.
A person or organization may sue us to recover on an agreed settlement or on a final judgment against an in-
sured obtained after an actual trial; but we wiil not be liable for damages that are not payable under the terms of
this Coverage Part or that are in excess of the applicable Iim~ ot insurance. An agreed settlement means a settle-
ment and release of Iiabil~ signed by us, the insured and the claimant or the claimanfs legal representative.
4, Other Insurance
If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or 8 of
this_G.QlI.e[agaP-"rt~our obligations are limited as follows:
I _.----- _______.
I C~- a, Primary Insurance..)
'\0 I This insurance is primary except when b, below applies. If this insurance is primary, our obligations are not
>" , affected unless any of the other insurance is also primary. Then, we will share w~ 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;
CG 00 01 07 98
Copyright, Insurance Services Office, Inc" 1997
COMMERCIAL GENERAL LIABILITY
P"f'I'" Q ", 1..1
INSURED: ImageWare Systems, Inc.
COMPANY: Atlantic Specialty Insurance Company
POLICY #: 7110052520001
POLICY PERIOD 7/10/2005
EFFECTIVE DATE: 5/26/2006
TO 7/10/2006
Ie) That is insurance purchasad by you to cover your liabilily as a lenant for "property damage" to
premises rented to you or temporarily occupied by you with permlsslon 01 the owner: or
Cd) lithe loss arises oul olllle mairrtenance or use of eircraft, "eutos" (l( watercraft to the eident not
subject to Exclusion g. of Section 1- Covecag.. A - Bodily Injury And Property Damage Liability.
(Zl Perl other PJinaIY insuIance 8VIilable to you covering lability fur damages arising out of the pre~ or O!>-
erations for which you have been added as an addl1lonat il'IslIred by attachment 01 an endorsement.
When tIlis Insurance is excess, we WIll have no duty under Coverages A or B to defend the insured against
any "su~' II any olher insurer has a duty 10 delend the insured egainst that "suit". If no other insurer deleods,
we will undertake to do so, but we will be entJtIed to the iflSured's rights agamst all those other i_rers.
When this insurance is excess over other insurance. we will pay only our share of the amount of the loss, II
any, that exceeds the sum of:
(1) The latal amount thai all such olher insurance would paylor (he losstn the absence ofthls insurance: and
(2) The total at all deductible and salf-insured amounts under alllhat other insurance.
We will share the remaining loss, II any, with any other Insurance thAt is nol described in this Excess Insur-
ance provision and was not bought specifically 10 apply in excess of the Limits of Insurance shown in the
Declarations of this Coverage Part
e, Method Ot Shoring
If all 01 the other insurance permits contribution by equal shares, we wi~ foHow this method als<>, Under Ihis
approach each insurer contrioUles equal amounls until it has paid i1s applicable limit of insurance or none 01
the loss remains, whIchever comes 'first.
If any of the other insurance does not permit con1ribution 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 rnsurance to the total appli-
cable .mits of insurance of all insurers.
5. Premium Audit
4. We will compute all premium:! for thts Coverage Part in accordance with our rules and f<:lles.
b. Premium shown in this C-<>vecage Parlas advance premium is a depos~ premium only, AI the close or each
audit period we will compute lhe eamed premium lor ll1at period, Audit premiums are due and payable on
notice to 1I1e first Named Insured. If Ihe sum of the advance and audit prerrWffiS paid for tl1e poicy period lS
greater than the eamed premium, _,.,m re111m the exress lathe IiraI Named Insured.
c. The first Named Insured must keep records 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:
8. The statements in !he DedaraliOOs sle aCCufate and complete;
b. Those stalements are based upon represenlaUons you made to us: and
e. W!'..have issu">l fh!.spolicy in reliance upon your representations.
'7;' Separation O!.!~.:.:>
L-.______ _ _..__ _-
"- '\)"., Except with respect to the Limits of Insurance, and any rights or du1tes specificelly assigned in this Coverage
"- Part to the first Named Insured, this Insurance applies:
'--.:.., I a. As if each Named Insured wer" the only Named Insured; and
'---:lJ.- 7b..:.....i?"e?,r~te!y.to!'~chjn~I~ ilJll!lns! tJ!l0f!1 plaiTll-'S_rn..."~e or "suit" is broog ht.
',' r.Jl.~T"'nsf~r Of Righ!!_~~~ry Against Others To Us."':>
'\' J If the Insored has rights to recov-er-;'iiOrpartor"ny ;'yment we have made undor this Coverage Part, thaee
"\ rights are transterred to us, The insured must do nothing aner loss to impair them. At our requesl, the insurad
will bring "suit" or transfer those rights to us and help us enforce them.
9. When We 00 Not Ren<>w
II we d"cide nol 10 renew this Coverage Part. we will mail or deHvcr 10 the firat Nemed Insured shown in ll1e
Declarations written notice of the nonrenewal nolle.. than 30 days before the expiration dale,
If notice is mailed, proof of maiUng will be suffident proof of notice.
COMMERCIAL GENERAL LIABlUTY
C::tll'l~ 11Y'I.~~",rvi,.........(;ff\r-A lnr IQO."
ACORD,. CERTIFICATE OF LIABILITY INSURANCE I, DATE (MMIODNYYY)
07/25/200618:08
PRODUCER Barney & Barney LLC THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
CA Insurance Lie: OC03950 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
9171 Towne Centre Drive Suite 500 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
San Diego, CA 92122
858-457-3414 INSURERS AFFORDING COVERAGE NAIC#
INSURED IrnageWare Systems, Inc. OncBeacon - Atlantic Specialty Insurance Company 27154 ~-
A-~O(P-O~(; INSURER A: --
INSURER B: OneBeacon America Insurance Company 20621
INSURER C' Carpenter Moore - Lloyd's of London 0
10883 THORNMINT ROAD INSURER 0
,SAN DIEGO, CA 92127 INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE lIM!TS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
......... ....... .-.. ....._~...
I~:: ~~~'i TYPE OF POllCY NUMBER POLICY EFFECTIVE
7/14/2007 ix I~WCSTAT~;.I IOJ~-
I E,L EACH ACCIDENT $ 1,000,000
I EL_ DISEASE _ EA EMPLOYE S
r- E.~.~-I;~~~ -~~~~~-~~;~- $
7/10/2007 ! S 1,000,000
i
; S50,OOO SlR
CANCELLATION
SHo(.iloANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAlL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLlGA nON OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
Tolin J{sieli.
Cert # 40006
Subject:
B
~NERAL LlABILlTY
X r-2- ~MMERCIAL GENERAl..L1ABllITY
1_ ~ CLAIMS MADE 0 OCCUR
-f"OiJCY-ExPIRAi'I~NT- -- ~ '.-UMlTS
7/10/2007 ! EACH OCCURRENCE
I P~EMISE E rence'
MED EXP (Anv one ~SOn)
PERSONAL & ADV INJURY
7110084920000
711 0/2006
B
~'LAGGRE~E LIMIT AP~S PER
x I POLICY I I PR9;: I I LOC
~UTOMoaILE LIABILITY
ANY AUTO
All OWNED AUTOS
SCHEDULED AUTOS
I~ HIRED AUTOS
~ NON..QWNED AUTOS
-
GENERAL AGGREGATE
i PROOUCTS-COM~OPAGG
I
I COMBINED SINGLE LIMIT
! (EaaCCldent)
7110084920000
711 0/2006
7/10/2007
i BODILY INJURY
I {per person)
I~RAGE LJAB1LIlY
I ANY AUTO
I
i BODILYINJURY
i (PeracOdenl)
,
" PROPERTY DAMAGE
, (Per accident)
i AUTO ONLY - EA ACCIDENT
I OTHER THAN EA ACC
AUTO ONLY: AGG
i EACH OCCURRENCE
I AGGREGATE
, EXCESS/UMBRELLA LIABILITY
~ OCCUR 0 CLAIMS MADE
h DEDUCTIBLE
H RETENTION S
WORKERS COMPENSATION AND
EMPl.OYERS' LIABILITY
A ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERlMEMBER EXCLUDED?
~~~(;I~t~~~0j~1gNS below
Plo~~siona] Liability
7110084920000
7/10/2006
7/10/2007
B
4060102420001 CA
7114/2006
SEN21 006000221
711 0/2006
c
DESCRIPTION OF OPERATIONS /lOCATIONS /VEHIClES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
* \ 0 days notice for non-payment of premium.
RE: Installallon and maintenance of
, ; ~
CERTIFICATE HOLDER
,L)
//..l..^
fT
) iU ;\1
/~
/-'t"
-....
City Of Santa Ana
Attn: Bob Faster
60 Civic Center Plaza
POBox \981
:
Santa Ana. CA 92702
ACORD 25 (2001/08) Client # 31868
, 1,000,000
, 1,000,000
, 10,000
$ Excluded
. 2,000,000
. 2,000,000
. 1,000,000
.
S
S
s 2,000,000
s 2,000,000
s
s
.
Mst # 2987
@ACORDCORPORATlON1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer fights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
.#5 ~2/7
ACORD 25 (2001/08)
Insured: ImageWare Systems, Inc.
Master # 2987
Named Insured:
Attachment Page
ImageWare Systems, Inc.
ImageWare Software, Inc. (Inactive)
Imaging Technology Corporation (Inactive)
Ximage (Inactive)
ImageWare Systems 10 Group, Inc.
Castleworks,LLC (Inactive)
E-Focus West, LLC (Inactive)
ImageWare Digital Photography Systems, LLC
IW Systems Canada Company
G&A Imaging, Inc. (Inactive)
Digital Imaging International GMBA (Germany)
Digital Imaging Asia Pacific PTE Ltd. (Singapore)
~3!7
Cert#
(
(
,
,
I
^'-'
"'-
0--
~
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
@VANTAGE FOR GENERAL LIABILITY
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
The following schedule lists the coverage extensions provided by this endorsement Refer to the individual provi-
sions to determine the extent of your coverage,
SCHEDULE OF COVERAGE EXTENSIONS
1. Additional Insured - Broad Form Vendors 8. Broadened Property Damage Rented Premises
2, Additional Insured - by Contract, Agreement or 9. Coverage Territory - Worldwide
Permit relating to: 10. Duties in Event of Occurrence, Claim or Suit
o Work performed by you 11. Expected or Intended Injury (PO)
o Premises you own, rent, lease or occupy 12. Incidental Medical Malpractice
o Equipment you lease 13. Medical Payments
3. Aggregate Limit Per Location 14. Mobile Equipment Redefined
4. Blanket Waiver of Subrogation 15. Newly Acquired or Formed Organizations
5. Bodily Injury Redefined- Mental Anguish 16. Non-Owned Aircraft
6. Broadened Named Insured 17. Non-Owned Watercraft
7. Broadened Property Damage 18. Personal and Advertising Injury
o Borrowed Equipment 19. Product Recall Expense
o Customers' Goods 20. Supplementary Payments Increased Limits
o Use of Elevators
1. ADDITIONAL INSURED - BROAD FORM VENDORS
Section 11- Who Is An Insured is amended to include as an additional insured any person(s) or organization(s)
(referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance,
but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed
or sold in the regular course of the vendor's business, subject to the fallowing additional exclusions:
a. This provision 1. does not apply to:
(1) "Bodily injury" or "property damage" far which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
(2) Any express warranty unauthorized by you;
(3) Any physical or chemical change in the product made intentionally by the vendor;
(4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
(5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, in connection with the distribution or
sale of the products;
(6) Demonstration, installation, servicing or repair operations, except such operations performed at the
vendor's premises in connection with the sale olthe product;
(7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
part or ingredient of any other thing or substance by or for the vendor; or
(8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or
omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does
not apply to:
(a) The exceptions contained in Subparagraphs 4. or 6.; or
(b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally un-
dertakes to make in the usual course of business, in connection with the dislIibution or sale of the prod-
ucts.
VCG 205 02 05
Includes copyrighted material of Insurance Services Office, Inc,
Copyright 2004, OneBeacon Insurance Group
PRODUCER
Page 1 of7
(9) Any person or organization if the "products-completed operations hazard" is excluded either by the pro-
visions of the Coverage Form or by endorsement.
b. This insurance does not apply to any insured person or organization, from whom you have acquired such
products, or any ingredient, part or container, entering into, accompanying or containing such products.
2. ADDITIONAL INSURED - CONTRACT, AGREEMENT OR PERMIT
a. Section II - Who Is An Insured is amended to include as an additional insured any person(s) or organiza-
tion(s) 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 liability for "bodily injury", "property dam-
age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or
omissions of those acting on your behalf:
1. In the performance of "your work" for the addilional insured(s) at the location designated in the contract,
agreement or permit; or
2. In the maintenance, operalion or use of equipment leased to you by such person(s) or organization(s),
or
(
3. In connection with premises you own, rent, lease or occupy.
This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the
contract, agreement or permit.
b. The insurance provided to the additional insured herein is limited. This insurance does not apply:
1. Unless
(a) the written contract, agreement or permit is currently in effect or becomes effective during the term
ofthis policy; and
(b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property dam-
age", or "personal and advertising injury";
2. To any person or organization included as an insured under the Additional Insured _ Broad Form Ven-
dors provision of this endorsement;
3. To any person or organization included as an insured by an endorsement issued by us and made part
of this Coverage Part;
4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising in-
jury" arises out of the rendering of or failure to render any professional architectural, engineering or
surveying services by or for you including:
(a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications; or
(b) Supervisory, inspection, architectural or engineering activities.
5. To any:
(a) lessor of equipment after the equipment lease expires; or
(b) Owners or other interests from whom land has been leased; or
(c) Managers or lessors of premises if:
(1) The "occurrence" takes place after you cease to be a tenant in that premises; or
(2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural
alterations, new construction or demolition operations performed by or on behalf of the man-
ager or lessor.
6. To "bodily injury, or "property damage" occurring after:
(a) All work on the project (other than service, maintenance or repairs) to be performed by or on be-
half of the additional insured at the site of the covered operations has been completed; or
(b) That portion of "your work" out of which the injury or damage arises has been put to its intended
use by any person or organization other than another contractor or subcontractor engaged in per-
forming operations for a principal as part of the same project.
c, Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or
permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the
number of:
1. Insureds;
Page2of7
tndudes copyrighted material of Insurance Services Office, Inc.
Copyright 2004, OneBeacon Insurance Group
~s-I?
/ v.,.-' . VCG 205 02 05
(
2. Claims made or "suits" brought; or
3. Persons or organizations making claims or bringing "suits".
These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown In the Decla-
rations.
3. AGGREGATE LIMIT PER LOCATION
-~'^----~"_._--
~
''J
,
a. Under Section III - Limits of Insurance, the General Aggregate Limit applies separately to each of your
"locations" owned by or rented or leased to you.
b. Under Section V - Definitions, the following definition is added;
"Location" means premises involving the same or connecting lots, or premises whose connection is in-
terrupted only by a street, roadway. waterway or right-of-way of a railroad.
4. BLANKET WAIVER OF SUBROGATION
._----._~ ~-"-
Section IV - Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following;
We will waive any right of recovery we may have against any person or organization because of payments we
make for injury or damage arising out of your ongoing operations done under a written contract or agreement
with that person or organization and included in "your work" or the "products-completed operations hazard".
This waiver applies only to persons or organizations with whom you have a written contract. executed prior to
the "bodily injury" or "property damage", that requires you to waive your rights of recovery.
5. BODfL Y INJURY REDEFINED - MENTAL ANGUISH
Under Section V the definition of "bodily injury" is replaced by the following;
"Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or
death resulting from any of these at any time.
6. BROADENED NAMED INSURED
Section II - Who Is An Insured is amended to include as an insured the following;
Any organization which is a legally incorporated entity in which you own a financial interest of more than 50
percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180'" day
or the end of the policy period, whichever comes first, provided there is no other similar insurance available to
that organization.
The insurance afforded herein does not apply to any entity which is also an insured under another policy or
would be an insured under such policy but for its termination or the exhaustion of its limits of insurance.
7. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF
ELEVATORS
The insurance for "property damage" liability is subject to the following;
a. The Damage To Property exclusion under Section I Coverage A is amended as follows;
1. The exclusion for personal property in the care. custody or control of the insured does not apply to
"property damage" to equipment you borrow while at a job site and provided it is not being used by
anyone to perform operations at the time of loss.
2. The exclusions for
(a) Property loaned to you;
(b) Personal property in the care. custody or control of the insured; and
(c) That particUlar part of any property that must be restored, repaired or replaced because "your
work" was incorrectly performed on it
do not apply to "property damage" to "customers' goods" while on your premises nor do they apply to
"property damage" arising from the use of elevators at premises you own, rent, lease or occupy.
Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers'
Goods" is $25,000 per "occurrence".
b. Under Section V - Definitions, the following definition is added;
"Customers' Goods" means goods of your customer on your premises for the purpose of being;
1. Repaired; or
2. Used in your manufacturing process.
c. The insurance afforded by this provision is excess over any other valid and collectible property insurance
(including any deductible) available to the insured whether such insurance is primary, excess, contingent or
VCG 205 02 05
Includes copyrighted material of Insurance Services OffICE!, Inc.
Copyright 2004, OneBeacon Insurance Group
Page 30f7
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 "suft" asking for damages from an insured; or
b. To sue us on this Coverage Part unless all 01
its terms have been fully complied with.
A person or organization may sue us to recover on
an agreed settlement or on a final judgment
against an insured; but 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 ap-
plicable limit of insurance. An agreed settlement
means a settlement and release of liability signed
by us, the insured and the claimant or the claim-
ant's legal representabve.
4. Other Insurance
If other valid and collecbble insurance is available
to the insured for a loss we cover under Coverages
A or B of this Coverage Part, our obllgabons are
limited as follows:
8. Primary Insurance
This insura;;ce is primary except when b. be-
low applies. If this insurance is primary. our
obligabons are not affected 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, Build-
er's Risk, Installabon 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;
(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 I - Coverage A - Bodily
Injury And Property Damage Liability.
(2) Any other primary insurance available to
you covering liability for damages arising
out of the premises or operabons, or the
products and completed operabons, for
which you have been added as an addi-
tional insured by attachment of an en-
dorsement.
Page 10 of 14
When this insurance is excess, we will have no
duty under Coverages A or B to defend the in-
sured 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 enbtled to the insured's
rights against all those other insurers.
When this insurance is excess over other in-
surance, 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 insur-
ance would pay for the loss in the absence
ofthis insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.
We will share the remaining loss, if any, with
any other insurance that is not described in this
Excess Insurance 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 permfts contribu-
tion by equal shares, we will follow this method
also. Under this approach each insurer con-
tributes equal amounts until it has paid its ap-
plicabie 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 applicable limfts
of insurance of all insurers.
5. Premium Audit
a. We will compute all premiums for this Cover-
age Part in accordance with our rules and
rates.
b. Premium shown in this Coverage Part as ad-
vance premium is a deposit premium only. At
the close of each audft period we will compute
the earned premium for that period and send
notice to the first Named Insured. The due
date for audit and retrospective premiums is
the date shown as the due date on the bill. If
the sum of the advance and audit premiums
paid for the policy period is greater than the
earned premium, we will return the excess to
the first Named Insured.
c. The first Named Insured must keep records of
the informabon we need for premium compu-
tation, and send us copies at such times as we
may request.
J~ ?/?
///~,._"---_.,,"
@ ISO Properties, Inc., 2003
CG 00 01 12 04