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Home My WebLink AboutVISIPHOR CORP 1 -2006 r City of Santa Ana 44 ' Clerk of the Council AGREEMENT TERMINATION FORM COTC Office Use Only 75 satin 710 ;.,f5 Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. :I; Y OF SAi! CLERK Or= Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with - 40GJ r�01-67 L (V? 7k4 ) /Q No.4 4 / (L (?S IG, was c/ /on completed r��7 p 3 f ' and final payment has been made. (List all amendments. Use space below if needed.) A - 200 6" 1b 9 CO COf'i', Department: Police Department V 4 A- 2voq`ooq ((a) Phone/Ext.: 714 2 r8004., j -A -goo -157 ( I0 Signature: i�-- Date: 3 2� Revised 08-23-10 INSURANCE t~ifjT ON FILE WORK MAY NOT ~ ~OCEED CLERK OF COUNCIL DATE: 7-~`~ ~ ~ ~' t%i'S C'-14~- THE CITY OF SANTA ANA VZSIPHOR Corporation A-2006-169 PRIMARY AGREEMENT THE CITY OF SANTA ANA VISIPHOR PRIMARY AGREEMENT This agreement ("Agreement") is made this day of 2006 (the "Effective Date") between the City of Santa Ana, a municipal corporation (hereinafter referred to as the "City"), and Visiphor Corporation, a software development company having an address at 1100 - 4710 Kingsway, Burnaby BC Canada V5H 4M2, hereinafter referred to as the "Contractor"), both of which may be sometimes referred to herein as the "parties", subject to the following statements of fact: A. The City seeks certain unique computer system software and related services to support the City's law enforcement records, jail and intelligence operations. B. In response to the City's Request for Proposal for Jail Management Software, the Contractor submitted a written proposal dated July 14, 2005 for software and services that augment the operation of the primary jail management software vendor (Abbey Group). C. Following a proposal evaluation process and negotiations, the City has agreed to acquire, and the Contractor has agreed to provide the City with, a series of software applications and interfaces, which in totality are referred to as the "System". D. It is expressly understood that this Agreement is by and between two (2) independent parties and that no agency, employee, partnership, joint venture or other relationship is established by this Agreement. The intent by both the City and the Contractor is to create an independent contractor relationship. The Contractor expressly acknowledges and accepts its tax status and the tax consequences of an independent contractor. Further, as an independent contractor, the Contractor expressly acknowledges and accepts that it has no rights, benefits, privileges and/or claims in any form whatsoever under, from, through and/or pursuant to the City of Santa Ana Civil Services Rules. NOW, therefore, it is hereby agreed by the parties as follows: Primary Agreement June 15, 2006 Page 1 PART I AGREE[~NT FOR ACQIIISITION 1.1 Agreement. The Contractor hereby agrees to provide all software and related services and materials to implement the System as set forth in the Statement of Work attached hereto as Exhibit A and incorporated herein by this reference (the "Statement of Work") and the Project Deliverables attached hereto as Exhibit B and incorporated herein by this reference (the "Project Deliverables"), all upon the terms, conditions and provisions of this Agreement. The City hereby agrees to purchase the software and related services and materials identified in the Statement of Work and the Project Deliverables, all upon the terms, conditions and provisions of this Agreement. 1.2 System Price. The City shall pay to the Contractor the total amount of Two hundred twenty-five thousand five hundred dollars($225,500.00) (the "Contract Price") in consideration for the services set forth in the Statement of Work and the software and other materials specified in the Project Deliverables, which amount is payable in accordance with Part IV of this Agreement. The total amount above shall be the maximum price to be paid to Visiphor by the City, except as that price may be changed in accordance with the Change Orders and Modifications clauses hereof (5.2 and 7.13.1 respectively). 1.3 Form of Agreement. Incorporated in this Agreement by reference are: Exhibit A - Statement of Work (with attachments) Exhibit B - Project Deliverables Exhibit C - Project Schedule Exhibit D - Milestone Payment Schedule Exhibit E - Visiphor Software License Agreement Exhibit F - Visiphor Master Support Agreement Exhibit G - Visiphor RFP Response In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to this Agreement, followed by the Statement of Work, followed by the Contractor's RFP Response. 1.4 Time for Performance IInder Agreement. This Agreement shall take effect on the Effective Date after it has been fully Primary Agreement June 15, 2006 Page 2 executed by duly authorized representatives of both parties. The schedule for the implementation of the System shall be governed by the project schedule attached hereto as Exhibit C and incorporated herein by this reference (the "Project Schedule"). Unless earlier terminated as provided for in Section 7.3 hereof, this Agreement will remain in effect from the Effective Date until all tasks set forth in the Statement of Work have been fully completed, all materials set forth in the Project Deliverables have been delivered and all amounts payable hereunder have been paid in full. All work tasks described in the Statement of Work (Exhibit A) shall be completed not later than the last date/event presented on the Project Schedule (Exhibit C). Primary Agreement June 15, 2006 Page 3 PART II ACQUISITION OF INTEGRATED PUBLIC SAFETY 3YSTEM 2.1 Order and Delivery. All software specified in the Project Deliverables shall be delivered by the Contractor in time to comply with the requirements of the Project Schedule. 2.2 Equipment Condition and Availability - Not applicable. 2.3 Acceptance. The City's acceptance of each component of the System shall be as set forth in the Statement of Work. 2.4 Proprietary Rights in Hard~rare and Maaufacturer's Soft rare. 2.4.1 Definitions. For purposes of this Agreement, the following capitalized terms shall be defined as set forth herein: (a) "Acceptance" shall mean the completion of the City's performance, functional and reliability tests on the last Visiphor Application installed. (b) "As-Built Specifications" shall mean, with respect to any of the Visiphor Applications, the specifications for such Visiphor Application(s) delivered to the City upon the City's acceptance of such Visiphor Application in accordance with the Statement of Work. (c) "Documentation" shall mean, with respect to any Visiphor Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such Visiphor Application. (d) "Error" shall mean, with respect to any Visiphor Application, a defect in the Visiphor Application that prevents such Visiphor Application from functioning in accordance with the published specifications pertaining thereto. (e) "Maintenance Modifications" shall mean, with respect to any Visiphor Application, a computer software change to correct an Error in, and integrated into, such Visiphor Primary Agreement June 15, 2006 Page 4 Application, but that does not alter the functionality of such Visiphor Application and that is provided to the City after the City's acceptance of such Visiphor Application in accordance with the Statement of Work. Maintenance Modifications are provided at no additional cost during the warranty period or any extended support period. (f) "Object Code" shall mean computer programs assembled or compiled from Source Code in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse- compiling, or reverse-engineering. (g) "Source Code" shall mean computer programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. (h) "Third-Party Products" shall mean all software components specified in the Project Deliverables and delivered by Visiphor under this Agreement for integration into the System other than the Visiphor Applications. (i) "Visiphor Application" shall mean any Visiphor-supplied products and interfaces, and all modules corresponding thereto developed by the Contractor and delivered to the City under this Agreement and in accordance with the As-Built Specifications relating thereto, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. 2.4.2 Ownership of Software. The City acknowledges that at all times the Contractor shall retain title to, ownership of and all applicable patents, copyrights and trade secrets in any Visiphor Applications (including all Derivative Works, Maintenance Modifications, Enhancements Primary Agreement June 15, 2006 Page 5 and Documentation with respect thereto) and any Visiphor Confidential Information (including all proprietary information pertaining to the design, engineering and use thereof). Upon the City's acceptance of any Visiphor Application in accordance with the Statement of Work and the City's payment of all amounts due hereunder with respect thereto, the Contractor will grant to the City a limited right to use the Visiphor Application, pursuant to the terms and conditions defined in Exhibit E. 2.9.3 Third-Party Software. The Contractor may provide to the City certain third-party software applications in the quantities requested by the City pursuant to this Agreement (the "Third-Party Software"). The right to use any such Third-Party Software may be granted to the City under the Software License Agreement or pursuant to a separate software license agreement with the developer of such Third-Party Software. The Contractor represents and warrants that, prior to the installation of any Third-Party Software on the System, copies of any license agreement relating to such Third-Party Software will be provided to the City for review. The Contractor will integrate such Third-Party Software into the System and such Third-Party Software will constitute a deliverable for purposes of this Agreement. If the City requires additional licenses or sublicenses beyond what is specified in this Agreement, the City shall be responsible for any additional costs associated with obtaining such additional licenses and the costs and fees associated with integration of such additional Third-Party Software into the System. In the event that additional licenses or sublicenses are required as a consequence of Visiphor failing to properly identify such license requirements during the preparation of this agreement, Visiphor will be responsible for any additional costs associated with obtaining such licenses and the costs and fees associated with integration of such additional Third-Party Software into the System. The City shall have no right to the Source Code with respect to any Third-Party Software. Primary Agreement June 15, 2006 Page 6 2.5 Confidential Information. 2.5.1 City Confidential Information. All City Confidential Information (as defined below) shall be held in strict confidence by the Contractor, and the Contractor shall not, without the City's prior written consent, (a) disclose such information to any person or entity other than to the Contractor's employees or Contractors legally bound to abide by the terms hereof and having a need to know such information in connection with the Contractor's performance of its obligations hereunder, or (b) use such information other than in connection with the performance of its obligations hereunder. The term "City Confidential Information" shall include all City data and other written information of a confidential nature clearly labeled by the City as being confidential. The Contractor understands and agrees that the unauthorized use or disclosure of City Confidential Information may irreparably damage the City. In the event of the Contractor's breach or threatened breach of any of the provisions in this Section 2.5.1, the City shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Contractor from any unauthorized use or disclosure of any City Confidential Information. 2.5.2 Visiphor Confidential Information. All Visiphor Confidential Information (as defined below) shall be held in strict confidence by the City, and the City shall not, without the Contractor's prior written consent, (a) disclose such information to any person or entity other than to the City's employees or Contractors legally bound to abide by the terms hereof and having a need to know such information in connection with the City's performance of its obligations hereunder, or (b) use such information other than in connection with the performance of its obligations hereunder. The term "Visiphor Confidential Information" shall include the Visiphor Applications and all other software applications developed by the Contractor, whether or not licensed to the City, as well as any written information disclosed by the Contractor to the Primary Agreement June 15, 2006 Page 7 City under this Agreement, including, but not limited to, any trade secrets, confidential knowledge, data, information relating to the Contractor's products, processes, designs, formulas, methods, developmental or experimental work, improvements, discoveries, plans for research, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, suppliers and customers, information obtained through contact with the Contractor's customers, proprietary information of the Contractor's customers. The City understands and agrees that the Visiphor Confidential Information constitutes a valuable business asset of the Contractor, the unauthorized use or disclosure of which may irreparably damage the Contractor. In the event of the City's breach or threatened breach of any of the provisions in this Section 2.5.2, the Contractor shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the City from any unauthorized use or disclosure of any Visiphor Confidential Information. 2.5.3 8scluaiona. Notwithstanding Section 2.5.1 or Section 2.5.2 hereof, neither City Confidential Information nor Visiphor Confidential Information shall include information which the recipient can demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known or available or otherwise part of the public domain; (b) is rightfully known by the recipient without restriction on use prior to its first receipt of such information from the disclosing party as evidenced by its records; (c) is hereafter furnished to the recipient by a third party authorized to furnish the information to the recipient, as a matter of right and without restriction on disclosure; or (d) is the subject of a written permission by the disclosing party to disclose. 2.5.4 Exceptions. Notwithstanding Section 2.5.1 or Section 2.5.2 hereof, disclosure of City Confidential Information or Visiphor Confidential Primary Agreement June 15, 2006 Page 8 Information shall not be precluded if: (a) such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that the recipient of such confidential information shall first have given notice to the other party and shall have made a reasonable effort to obtain a protective order requiring that the information to be disclosed be used only for the purposes for which the order was issued; (b) the City is contacted by a law enforcement agency requesting subjective reference information regarding the Contractor's products, services, performance, and timeliness under the scope of this Agreement. (c) such disclosure is necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; (d) the recipient of such confidential information received the prior written consent to such disclosure from the disclosing party, but only to the extent permitted in such consent; or (e) such disclosure is in response to a request for information under the Federal Freedom of Information Act or the California Public Records Act (Gov't. Code Sec. 6250 et seq.), but only to the extent that such disclosure is required under such acts. 2.5.5 Survival. The obligations hereunder with respect to each item of City Confidential Information and Visiphor Confidential Information shall survive the termination of this Agreement. 2.5.6 Trade in Securities. Visiphor and the City Primary Agreement June 15, 2006 Page 9 understand that each party and its representatives may not trade any type of the other party's securities while in possession of material non-public Confidential Information. Visiphor and the City agree that each party and its representatives are also prohibited from revealing material non-public Information (~~tipping") to others who may trade in the other party's securities or recommending the purchase or sale of the other party's securities to others based upon such Confidential Information. Furthermore, neither party nor its representatives shall trade in the other party's securities unless such party has disclosed its intention to do so and the other party consents to such trading. 2.5.7 Solicitation of Employment. Visiphor and the City shall not solicit the employment or retainer or encourage in any manner whatsoever the defection of any respective representatives, employees or staff. Primary Agreement June 15, 2006 Page 10 PART III 3.1 Contractor Commitments, Warranties and Representations. The Contractor warrants that all Visiphor Applications shall, for a period of one year following acceptance, conform to the As-Built Specifications. Upon acceptance, the City shall enter into the Master Support Agreement (the "Support Agreement") set forth at Exhibit F and Visiphor will provide warranty support for a period of one year, without cost to the City. Following the expiration of the warranty period, the City will pay Visiphor the applicable support fee if such Master Support Agreement is entered into so long as no Level 1 or Level 2 technical support problems, as defined in the Support Agreement remain unresolved, thus commencing the Contractor's maintenance for such Visiphor Applications. Should technical support requests remain unresolved, the warranty period shall be extended until such issues have been resolved to the mutual satisfaction of both the City and Visiphor. 3.2 Warranty for Third Party Products. The Contractor makes no warranty with respect to any software or hardware components specified in the Project Deliverables other than the Visiphor Applications. Warranty coverage for Third-Party Products shall be passed through to the City and provided in accordance with the original manufacturers' warranty provisions. To the extent it has been authorized to do so, the Contractor shall take all reasonable steps to assist the City in coordinating technical support under any warranty arrangement with respect to any Third-Party Products provided by Visiphor. For any equipment specified in the Project Deliverables and provided by Visiphor under this Agreement that is no longer available due to model changes or other reasons beyond the reasonable control of Visiphor, Visiphor shall provide equipment of same or equal quality, performance and capacity. For any Third-Party Product which is no longer available due to model changes or other reasons beyond the control of the Contractor, the Contractor shall provide equipment from the same or other City-approved manufacturer, upon the same terms and conditions, including price, as set forth herein, and said equipment shall be of same or better quality, performance and capacity as the equipment originally specified in the Project Deliverables. 3.3 Documentation. The Contractor shall provide current and accurate Documentation with respect to each Visiphor Primary Agreement June 15, 2006 Page 11 Application, including, without limitation, training materials for each Visiphor Application and sufficient copies thereof, as prescribed in the Statement of Work. It is the intent of the parties that the training materials be written in a manner so that City personnel may utilize the materials as a reliable resource for understanding the System's operations. Primary Agreement June 15, 2006 Page 12 PART IV PAYI~NT SCHEDULE AND RELATED SERVICE3 9.1 Implemeatatioa Schedule. Implementation of the work and the delivery and installation of the software shall be completed in accordance with the Project Schedule and Statement of Work. 4.2 Delivery and Installation. The Contractor shall assume responsibility for delivery and installation of all software specified in the Project Deliverables at the City sites. The Contractor shall install and configure all software in accordance with the Statement of Work. 9.3 Payment Terms. 9.3.1 Installments. The City shall make payments to the Contractor (the ~~Milestone Payments") in accordance with the Milestone Payment Schedule attached hereto as Exhibit D and incorporated herein by this reference (the ~~Milestone Payment Schedule"). The Contractor shall prepare and submit invoices for payment by the City under this Agreement. Invoices for payments hereunder shall be submitted to the following address: Santa Aaa Police Department Attention: Michael R. Lewellen City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 All payments shall be made within thirty (30) days from the date of the applicable undisputed invoice by check made payable to ~~Visiphor Corporation" and delivered to Contractor address, Attention: Accounts Receivable Department, or by such other means as may be mutually acceptable to the parties. 4.3.2 Equips-ent Staging. Certain materials to be delivered by the Contractor under this Agreement may be received by the Contractor and will remain in the Contractor's possession at its development facility for programming and system integration work by the Contractor prior to delivery to the City. Payment for such materials shall be due Primary Agreement June 15, 2006 Page 13 and payable by the City upon their receipt by the Contractor at the Contractor's development facility, subject to the following: (a) The amount to be paid by the City for such deliverable goods shall be based on the price specified in the Project Deliverables. (b) The Contractor will notify the City in writing of the Contractor's receipt of such deliverable goods at a Contractor development facility. Within five (5) business days of such notice of delivery, the City shall verify the delivery of goods by either (i) acceptance of the Contractor's certification of goods received and receipt of a copy of the packing list(s), or (ii) a physical on-site inspection at the City's expense. The City's failure to verify the goods within such 5-day period shall waive the City's right to object to or reject such goods. 4.3.3 Taxes. The prices set forth herein do not include California sales tax or any other federal, state or local excise, sales, or lease taxes now in force or which may be enacted in the future, all such amounts being the sole and independent responsibility of the City for direct payment to such taxing authority. The prices are inclusive of any gross income or similar taxes and any amount of withholding taxes, Social Security, insurance, and unemployment insurance with respect to the Contractor's employees. 4.4 Non-Exoluaiveness of Remedies. Any right or remedy of either party provided for in this Agreement, including, but not limited to any guaranty or warranty or any remedy for non-performance, shall be in addition to and not a limitation of any right or remedy otherwise available by law, equity, or statute. Primary Agreement June 15, 2006 Page 14 PART V INSTALLATION DEPENDENCIES AND DELAYS 5.1 City Responsibilities. The City agrees to provide those services and facilities necessary for the implementation of the System which are set forth as the City's obligations or responsibilities in the Statement of Work. The City acknowledges that the dates set forth in the Project Schedule for completion of the services to be provided by the Contractor under this Agreement depend, in part, upon the timely fulfillment of the City Responsibilities. The Contractor shall not be responsible for any delays in the Project Schedule directly and primarily caused by the City's failure to perform the City Responsibilities. 5.2 Change Orders. The scope and schedule of services and materials provided under this Agreement may be changed from time to time only by a written change order (a "Change Order") mutually agreed upon and signed by duly authorized representatives of each of the parties. When a change causes a modification to the Contract Price or the amount of time needed to complete such change, the Milestone Payment Schedule and Project Schedule shall be amended, as necessary. Design, development and implementation work on change order items will be performed at a price to be mutually agreed upon by the parties. The Contractor shall negotiate in good faith and in a timely manner as to the price of the change orders. If the parties reach an agreement, the Agreement shall be amended as necessary to reflect the change order. 5.3 Contractor Caused Delays: Time is of the essence in the performance of this Agreement. Contractor shall use commercial best efforts to adhere to the completion dates in the Project Schedule. The parties agree that if, due to no fault of the City, certain milestones are not completed in accordance with the Project Schedule, actual damages sustained by the City because of such delay(s) will be uncertain and difficult to determine, and that the reasonable foreseeable damage incurred by City is hereby stipulated to be $1,000 per calendar day, up to a maximum not-to-exceed amount of 25% of the contract value for software license fees. Such damages will be applied in the event completion of the mutually agreed upon milestones as identified in the statement of work completion criteria are not achieved in accordance with the Project Schedule. Damages may be applied only for milestones for delivery and implementation of Visiphor's base licensed software and not for interface and extension tasks that are delayed by Primary Agreement June 15, 2006 Page 15 third party dependencies. If such event is in jeopardy of not being achieved in accordance with the Project Schedule, Contractor shall inform the City in writing of the potential delay no less than ten (10) days prior to the scheduled event. Contractor's written notification of the potential delay shall include a proposed recovery plan for the City's consideration and approval. The City's approval of such recovery plan shall not be unreasonably withheld. If the City approves the Contractor's recovery plan, damages relating to the delay shall only apply to the newly adjusted Project Schedule. Primary Agreement June 15, 2006 Page 16 PART VI ADDITIONAL TERMS AND CONDITIONS OF THE WORK 6.1 Storage of Materials; Cleaning Up. It shall be the Contractor's responsibility to clean any areas impacted by the performance of its duties under this Agreement. The City will not be responsible for loss of, or damage to, materials, tools, appliances or work arising from acts of theft, vandalism malicious mischief or other causes at the City, or any partner agency locations. The Contractor shall remove all debris arising from the performance of its services hereunder on a daily basis and upon completion of such services. 6.2 Extra Work. No claims for extra work will be allowed unless the same shall have been previously agreed to by the City in a written Change Order pursuant to Section 5.2 hereof. 6.3 Status Reports. The Contractor shall submit, in a format mutually agreeable to both parties, written monthly reports on the status of the work so that the City is kept fully informed of its progress. The City shall designate in writing, from time to time, its project director or other representative to whom required reports shall be directed. The reports shall be submitted to the City so that they are received by the City no later than the 10th day of each calendar month. The Contractor agrees to attend monthly on- site meetings with the Project Team which may be waived with the approval of the Project Manager. Primary Agreement June 15, 2006 Page 17 PART VII GENERAL TERM3 AND CONDITIONS OF THIS 7.1 Verification of Background. The Contractor agrees that any employee, agent, subcontractor or Contractor having access to any installation site or to any records or information relating, pertaining to or included in the System shall be required to provide their name, date of birth and driver's license number and, at City's expense, shall submit to fingerprinting and a "California Identification Search" in order to verify the person's status and fitness to perform under this Agreement. Fingerprinting and Identification Search may be performed at an RCMP location. The City's Police Chief will have sole discretion on whether to approve or disapprove any Contractor employee. Delays associated with the subjective rejection of a Contractor employee will constitute an excusable Contractor delay. Delays associated with the rejection of a Contractor employee related to the identification of active warrants, investigative wants, or probation and/or parole mandates will constitute a Contractor caused delay. Approved Visiphor employees or agents agree to notify the City in writing should they be arrested, detained, investigated or convicted of any crime during the term of this agreement. 7.2 Assignment. Except as expressly provided for herein, neither party shall have the right to assign all or any portion of its rights and licenses granted or delegate any obligations assumed under this Agreement, and any attempted assignment or delegation shall be null and void. 7.2.1 Subcontracting. Notwithstanding the provisions of Section 7.2, the Contractor shall have the right to delegate matters to such subcontractors as are approved in writing by the City's Police Chief or his designee. 7.2.2 Permitted Assignment. Notwithstanding the provisions of Section 7.2, the Contractor may, without the prior written consent of any party, assign this Agreement to a successor purchasing all or substantially all of the Contractor's business or assets through asset sale, merger or other transaction. 7.3 Termination. This Agreement will terminate or may be terminated as provided in this Section 7.3. Primary Agreement June 15, 2006 Page 18 7.3.1 Termination for Default. Either party may terminate this Agreement upon a default of the other party. A party is in default if the party fails to comply substantially with any material term, condition or provision of this Agreement. In the event of default, the non-defaulting party shall notify the defaulting party in accordance with Section 7.11 hereof of the specific act or omission that constitutes the default, with sufficient detail to provide the defaulting party a reasonable opportunity to cure such default. The defaulting party shall have twenty (20) business days from the date of receipt of such notification to cure such default. In the event of default, and during the above-specified cure period, performance under this Agreement shall continue as though the default had never occurred. In the event the default is not cured within the above specified cure period, then the non-defaulting party may, at its sole option, terminate this Agreement for default. Such termination shall be accomplished by written notice of termination delivered in accordance with Section 7.11 hereof and shall be effective at the close of business on the date such notice is received or the close of business on the termination date specified in such notice, whichever occurs later. 7.3.2 Termination for Coavenience. The City may terminate this Agreement in whole or in part whenever for any reason the City shall determine that such termination is in the best interest of the City. In the event that the City elects to terminate the Agreement pursuant to this provision, it shall so notify the Contractor in accordance with Section 7.11 hereof and the termination shall be effective as of the close of business on the date such notice is received or the close of business on the termination date specified in such notice, whichever occurs later. 7.3.3 Termination for Bankruptcy or Insolvency. In the event that the Contractor shall cease conducting business in the normal course due to insolvency, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its Primary Agreement June 15, 2006 Page 19 assets or avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights of creditors, the City may, at its option, terminate this Agreement. In the event the City elects to terminate this Agreement under this provision, it shall do so by sending notice of termination to the Contractor in accordance with Section 7.11 hereof and the termination shall be effective as of the close of business on the date such notice is received or the close of business on the termination date specified in such notice, whichever occurs later. 7.3.4 Procedure on Termination. Upon termination of this Agreement, the Contractor shall: (a) Stop work under the Agreement on the date and to the extent specified in the notice of termination; (b) Place no further orders or subcontract for materials, services or facilities, except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; (c) Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination, (d) With the approval of the City, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, the cost of which would be reimbursable under this Agreement in whole or in part; and (e) Take such action as may be necessary, or as the City may direct, for the protection and preservation of any and all property or information related to the Agreement which is in the possession of the Contractor and in which the City has an interest. 7.3.5 Conaequenoea of Termination. Upon termination of Primary Agreement June 15, 2006 Page 20 this Agreement: (a) Except as provided in Section 7.3.4 hereof, the Contractor shall be under no further obligation to provide services hereunder; (b) The Contractor shall return to the City all City Confidential Information in the Contractor's possession and shall certify in a written document signed by an officer of the Contractor that all such information has been returned; (c) The City shall return to the Contractor all Visiphor Confidential Information in the City's possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Visiphor Confidential Information and all copies of any of the foregoing (in whatever medium recorded)) and all Third Party Products in its possession not yet accepted and not yet paid for in full together with all copies of documentation and other material related thereto, and shall certify in a written document signed by an authorized officer of the City that all such information and material has been returned; (d) The City shall cause payments to be made to the Contractor within thirty (30) days of receipt of invoice for all outstanding invoices submitted to the City prior to the effective date of the termination and for all work performed prior to the effective date of the termination, as well as for other costs incurred prior to, or as a result of, the termination (including without limitation all cancellation, restocking or residual fees resulting from the cancellation or return of Third Party Products ordered from or shipped by the vendor thereof prior to the effective date of the termination) based upon the Primary Agreement June 15, 2006 Page 21 percentage of work completed at the time of termination and based upon the prices, amounts and rates set forth in the Project Deliverables and the Milestone Payment Schedule; provided, however, that in no event shall the amount of money paid under this provision exceed the Contract Price; and (e) All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement shall survive the termination of this Agreement. 7.4 Laxs to be Observed. All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable federal, state, county, and municipal laws, including, but not limited to, the Americans with Disabilities Act of 1990, as amended, and Section 509 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap in programs and activities receiving any federal or county financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. Contractor shall study and comply with all applicable federal, state and local laws, rules and regulations affecting the Contractor and his/her work hereunder and shall ensure that all subcontractors do the same. Contractor represents and warrants to City that Contractor has and will keep in effect during the term of this Agreement all licenses (including but not limited to the City of Santa Ana business license), permits, qualifications and approvals of whatsoever nature which are legally required for Contractor to practice Contractor's profession and to do the work hereunder. Contractor agrees to abide by the Immigration and Control Reform Act that all newly-hired employees of services under this Agreement have the United States of America, that documentation of such right to wor requirements of the pertaining to assuring Contractor performing any a legal right to work in all required k is inspected, and that Primary Agreement June 15, 2006 Page 22 INS Form 1-9 (as it may be amended from time to time) is completed and on file for each employee. Contractor shall make the required documentation available upon request to City for inspection 7.5 Governing Lays. The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of California. All legal proceedings brought in connection with this Agreement may only be brought in court located in Orange County, California. Each party hereby agrees to submit to the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with this Agreement. 7.6 Permits and Licenses. Except with respect to permits, licenses, fees and notices imposed or required by the City's site preparation to be completed by the City as required by this Agreement, and except with respect to those which are referenced in the Statement of Work as the responsibility of the City, the Contractor shall procure all permits and licenses, pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the services to be performed by the Contractor hereunder. 7.7 Force Majeure. Neither party shall be responsible for delays caused by acts of God or of the public enemy, terrorism, fire, floods, tidal waves, earthquakes, epidemics, strikes, labor disputes, shortage of materials and freight embargoes, power failures or spikes, provided that the party desiring to invoke this clause shall notify the other party in writing of the cause or causes of the delay within ten (10) business days of the beginning of such cause or causes and shall exercise due diligence in attempting to avoid any delays and/or the impacts of any delays. A delay caused by a shortage of materials shall not be excused unless the party seeking to invoke this clause furnishes documentary proof that it has diligently made every effort to obtain such materials from all known sources. 7.8 No Third Party Beaeficiariea. This Agreement is not intended to create any right in or for the public, or any member of the public, any subcontractor, supplier or any other third party, or to authorize anyone not a party to this Agreement to maintain a suit to enforce or take advantage of its terms. The duties, obligations and Primary Agreement June 15, 2006 Page 23 responsibilities of the parties to this Agreement with respect to third parties shall remain as imposed by law. 7.9 Nondiscrimination Standards. Contractor shall not discriminate in its performance under the Agreement either directly or indirectly on the grounds of race, color, religion, sex, age, national origin, or other prohibited grounds in its employment practices, and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or other prohibited grounds. 7.10 Conflict of Interest. The Contractor hereby certifies that no officer, agent or employee of the City who may have a pecuniary interest in this Agreement has participated in the procurement of this Agreement on the part of the City, that this Agreement was procured in good faith without fraud, collusion or connection of any kind with any other vendor for the same call for proposals and the Contractor has competed solely in its own behalf without obligation to any undisclosed person or firm. 7.11 Notices. All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) upon receipt after being deposited with a reputable overnight air courier service; or (d) upon receipt after being deposited with the United States Postal Service or Canada Postal Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and other communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. If to the City: City of Santa Ana Police Department Attention: Michael R. Lewellen Primary Agreement June 15, 2006 Page 24 City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 If to the Contractor: Visiphor Corporation Attention: Mr. Wayne Smith, CFO 1100 - 4710 Kingsway Burnaby, BC Canada VSH 4M2 7.12 Insurance. Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement upon execution of this Agreement and shall be approved in form by the City Attorney. Said Additional Insured Endorsement shall (a) be primary and not contributing with any other insurance carried by or for the benefit of the additional insureds; (b) applies separately to each insured; and (c) provide thirty (30) days written notice of cancellation to the additional insureds. Primary Agreement June 15, 2006 Page 25 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii)Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. 7.13 Miscellaneous Provisions. Primary Agreement June 15, 2006 Page 26 7.13.1 Modifications. This Agreement may be modified only by mutual written agreement by both parties. 7.13.2 Waiver. In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. 7.13.3 Headings and Interpretation. The headings of parts, sections and subsections used in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of the Agreement. Notwithstanding the fact that one or more provisions of this Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be interpreted as though they were a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted. 7.13.4 Number and Gander; Datea. Whenever applicable within this Agreement, the singular shall include Primary Agreement June 15, 2006 Page 27 the plural and the plural shall include the singular and a pronoun of one gender shall refer to any appropriate gender. All references to days in this Agreement shall mean calendar days unless otherwise specifically stated. 7.13.5 Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. 7.13.6 Counterparts. This Agreement may be executed simultaneously or concurrently in one or more counterparts, each of which shall be deemed a duplicate original but all of which together shall constitute one and the same Agreement. 7.13.7 Entire Agreement. The making, execution and delivery of this Agreement has been induced by no representations, statements, warranties or other agreements except as expressed by the written terms of this Agreement. The parties acknowledge that no employee, agent or representative of the Contractor has the authority to bind the Contractor to any representation not expressly contained in a written agreement signed by an duly authorized representative of the Contractor. This Agreement embodies the entire understanding of the parties and supersedes all prior or contemporaneous proposals, purchase orders, understandings, representations, conditions, warranties, covenants and other telecommunications between the parties, whether oral or written, relating to the subject of the Agreement unless expressly set forth or referred to in the Agreement. The parties agree that this Agreement may not in any way be contradicted by a prior or existing course of dealing between them or by any usage of trade or custom. 7.13.8 Indemnification and Hold Harmless. To the full extent permitted by law, the parties shall Primary Agreement June 15, 2006 Page 28 indemnify, hold harmless, release and defend each other, their officers, employees and agents from and against any and all actions, claims, demands, damages, disability, losses, expenses including attorney's fees and other defense costs and liabilities of any nature that may be asserted by any person or entity including the party, in whole or in part, arising out of the party's activities hereunder, including the activities of other persons employed or utilized by the party in the performance of this Agreement (including design defects and regardless of the other party's approval, use or acceptance of the work or work product hereunder) excepting liabilities due to the admitted or adjudicated sole negligence or willful misconduct of the party. This indemnification, defense, etc., shall include any claim for patent or copyright infringement. If the adjudicated or admitted sole negligence or willful misconduct of the party has contributed to a loss, the other party shall not be obligated to indemnify the party for the proportionate share of such loss caused by such sole negligence or willful misconduct. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable by or for Contractor under Worker's Compensation, disability or other employee benefit acts or the terms, applicability or limitations of any insurance held or provided by Contractor and shall continue to bind the parties after termination/completion of this Agreement. 7.13.9 Contractor's Poxer and Authority. The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the City hereunder harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. 7.13.10 Staff Approval. (a) Within ten (10) days of execution of this Agreement, the Contractor shall designate in writing a single individual to act as the project manager (the "Contractor Project Manager"). The Primary Agreement June 15, 2006 Page 29 Contractor Project Manager shall be knowledgeable regarding the nature, implementation and use of the System, and shall have sufficient prior working experience with the implementation and use of the System, including its hardware and software components, so that the Contractor Project Manager can serve as a resource and guide to the City in the implementation and use of the System. The Contractor Project Manager shall ensure the Contractor's compliance with, and shall coordinate appropriate schedules in connection with, the Contractor's obligations hereunder. The Contractor shall use its best efforts to maintain the same Contractor Project Manager for the duration of this Agreement. However, the Contractor may change the individual designated hereunder by providing the City with fifteen (15) days advance written notice designating the new individual authorized to act as the Contractor Project Manager. Notwithstanding the foregoing, the Contractor has the right to appoint a temporary Contractor Project Manager in connection with short-term unavailability, sick leave or reasonable vacations provided that it notifies the City in writing of any such temporary appointments. (b) Within ten (10) days of the execution of this Agreement, the City shall designate in writing a single individual to act as the City's project manager (the "City Project Manager"). The City Project Manager shall ensure the City's compliance with, and shall coordinate appropriate schedules in connection with, the City's obligations hereunder. The City shall use its best efforts to maintain the same City Project Manager for the duration of this Agreement. However, the City may change the individual designated hereunder by providing the Contractor with advance written notice designating the new individual authorized to act as the City Project Manager. Notwithstanding the foregoing, the City has the right to appoint a temporary City Project Manager in connection with short-term unavailability, sick leave or reasonable vacations provided that it notifies the Contractor in writing of any such temporary appointments. (c) The Contractor Project Manager and the City Project Manager shall be accessible by telephone or by electronic pager throughout the duration of Primary Agreement June 15, 2006 Page 30 this Agreement. Prior to cutover of the System, the Contractor Project Manager shall be available eight (8) hours per day five (5) days per week, excluding holidays and weekends. From time to time it may be necessary to adjust those hours to support specific project goals and objectives. Such adjustments shall be made as agreed to by both parties. During any Reliability Testing period described in the Statement of Work with respect to any Visiphor Application, the Contractor Project Manager must be available on a twenty four (24) hour basis, seven (7) days per week. (d) If Client should desire that Visiphor replace its Project Manager or any other personnel assigned to assist the project, such request shall be made in writing, include the Client's basis for the request, and delivered in accordance with Section 7.11 hereof. Visiphor's compliance with such requests shall not be unreasonably withheld. 7.13.11 Patents and Royalties. The Contract Price specified herein is deemed to include all royalties or license fees arising from the use of any design, device or materials or other component specified in the Project Deliverables that are covered by patent, trademark or copyright, and the Contractor expressly warrants that by executing this Agreement, the City is entitled to use each such component without infringing upon any patent, trademark or copyright. The Contractor represents that it has secured all necessary licenses, sublicenses, consents or approvals to use all components of the System specified in the Project Deliverables, including, without limitation, all software, and to license, sublicense or resell such components under the Contractor's name. The Contractor covenants to defend, indemnify and hold harmless the City from any loss, claim or liability in any way related to a claim that the City is violating laws or any contractual provisions relating to trade names, licenses, franchises, patents or other means of protecting interests in any components of the System specified in the Project Deliverables. In case a Visiphor Application Primary Agreement June 15, 2006 Page 31 delivered under this Agreement is held to be infringing and its use is enjoined, the Contractor, at its option and expense, shall: (a) secure for the City the right to continue using such Visiphor Application by suspension of any injunction or by procuring any necessary license or sublicense for the City; or (b) modify such component so that it becomes non-infringing; or (c) remove such Visiphor Application and refund all sums paid therefore without prejudice to any other rights of the City. These covenants shall survive the termination of this Agreement and are in addition to any other rights or remedies of the City specified in this Agreement or otherwise provided by law. 7.13.12 Resolution of Disputes. (a) The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section 7.13.12(a). (i) If either party (the 'Disputing Party") disputes any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. (ii) If such dispute is not resolved by the employees responsible for the subject matter of the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of representatives below a written statement (a ~~Dispute Notice") describing the dispute in detail, including any time commitment and any fees or other costs involved. (iii) Receipt by the first level of representatives of a Dispute Notice shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. Primary Agreement June 15, 2006 Page 32 If the respective representatives cannot resolve the dispute within the given time period, the dispute shall be escalated to the next higher level of representatives in the sequence as set forth below. (iv) If the parties are unable to resolve the dispute in accordance with the escalation procedures set forth below, the parties may assert their rights under this Agreement. Escalation Timetable (Business Days) 0 to Stn 6th t0 10th lltn to 15th Visiphor Client Representative Representative Project Manager Project Manager Operations Manager Mike Lewellen Executive Officer Chief (b) Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with the informal dispute resolution procedures set forth in Section 7.13.12(a) hereof, the parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. (c) Notwithstanding the foregoing, either party may, before or during the exercise of the informal dispute resolution procedures set forth in Section 7.13.12 (a) hereof, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. 7.13.13 Reserved. 7.13.14 NeMS Releases. News releases and all other related information pertaining to this Agreement shall not be made available to anyone by the Contractor without the prior written approval of the City. The City acknowledges that Visiphor is a publicly traded company and as such has a legal obligation to publicly disclose material events and contracts. The City agrees to provide approval for any news releases required under these Primary Agreement June 15, 2006 Page 33 conditions. 7.13.15 Immigration Lags. The Contractor shall take all steps necessary to ensure that all its employees and any subcontractors are authorized to work in the United States as required by the Immigration Reform and Control Act of 1986. 7.13.16 Time is of The Essence. Time is of the essence for the parties' performance of this Agreement. 7.13.17 Equipment Compatibility. The Visiphor Applications will not fail to perform in accordance with the performance standards set forth in the Statement of Work as a result of the equipment specified in the Project Deliverables and provided by the Contractor under this Agreement. The Contractor shall not be responsible for the performance of the Visiphor Applications in combination with any other products, elements, or components not supplied by the Contractor except to the extent that the Contractor has provided the interface between such equipment and non-Visiphor products, elements or components pursuant to this Agreement. 7.13.18 Records Retention. Upon reasonable advance written notice to the Contractor and subject to the confidentiality provision contained in Section 2.5 hereof, the Contractor agrees to provide to the City, to any federal or state department having monitoring or reviewing authority, to City's authorized representatives and/or their appropriate audit agencies reasonable access to and the right to examine and audit records and documents necessary to determine compliance with relevant federal, state, and local statutes, rules, and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed; provided, however, that this right shall not be exercised unreasonably and shall be conducted during the Contractor's normal business hours and in such a manner as to minimize disruption of the Contractor's day to day operations. Contractor shall maintain and preserve all financial records relating to this Primary Agreement June 15, 2006 Page 34 Agreement for a period of three (3) years from the termination date of this Agreement, or until audit findings are resolved, whichever is greater. 7.13.19 Source Code Esorox. Visiphor shall retain a copy of the Santa Ana-specific versions of the Visiphor Application source code, and shall also deposit a copy of that source code into an escrow account pursuant to a Master F1exSAFE Agreement with DSI Technology Escrow Services no later than final system acceptance by the City. All costs related to DSI Technology Escrow Services shall be borne by the City. City shall be a named beneficiary of that account, and will receive deposit verification and semi-annual deposit histories directly from DSI. Visiphor will deposit copies of all modules associated with Visiphor Application(s) implemented hereunder, and those deposits shall include the developer's notes. In an event whereby City is granted access to the source code held in escrow, City will not be assessed any additional license fees for the use of the Source Code. Ongoing maintenance of the escrow deposit account will be provided as long as the City continues maintenance support in accordance with the terms of the then-current Support Agreement between Visiphor and the City (see Section 3.1 hereof). As used in the Master F1exSAFE Agreement, "Release Condition" shall mean the existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: a. Entry of an order for relief under Title 11 of the United States Code; b. The making by Depositor of a general assignment for the benefit of creditors; c. The appointment of a general receiver or trustee in bankruptcy of Depositor's business or property; or d. Action by Depositor under any state or Primary Agreement June 15, 2006 Page 35 federal insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation. 7.13.20 Standard of Care. City relies upon the professional ability of Contractor and representations regarding the type of work to be performed as a material inducement to entering into this Agreement. Contractor shall perform the professional services hereunder in accordance with the highest professional standards of software design services. Contractor agrees that the acceptance of his work by City shall not operate as a waiver or release of said obligation of Contractor. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve specialized professional judgment appropriate to the type of work to be performed under this Agreement shall not be used as a basis for submission of inadequate work or incomplete performance. 7.13.21 Covenant Against Contingent Fees. The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability, or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 7.13.22 Statement of Economic Interest. If City determines Contractor comes within the definition of Consultant under the Political Reform Act (Government Code X87100), Contractor shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of Santa Ana disclosing Contractor and/or such other person's financial interests. In such case, Contractor shall not make or participate in making or in any way attempt to use Contractor's position to influence Primary Agreement June 15, 2006 Page 36 a governmental decision in which Contractor knows, or has reason to know, Contractor has a financial interest other than the compensation promised by this Agreement. Contractor represents that Contractor has diligently conducted a search and inventory of Contractor's economic interests, as defined in the regulations promulgated by the Fair Political Practices Commission, and has determined that Contractor does not, to the best of Contractor's knowledge, have an economic interest that would conflict with Contractor's duties under this Agreement. Contractor will immediately advise the General Counsel of Authority if Contractor learns of an economic interest of Contractor's during the term of this Agreement. Primary Agreement June 15, 2006 Page 37 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA c.u t DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: ~ ~ zti La a Sheedy Assistant City Attorne RECOMMENDED FOR APPROVAL ti Paul M. Walters Police Chief VISIPHO CORPORATION ~~~~~ UiS fa~~1 (NAME) l~aur~ ~ ~<. I~?c"r/~~r/..(' (Title) Tax ID # CK El/~ Z p - ~ jr f9 7!'0 Primary Agreement June 15, 2006 Page 38 o~ m ° N'.,, s ~ P.. C ''. ''. ~',. W N J ',... m ~... ~ d m ~ < m N' . . ~ '., ~.', N , ~ 'I T , N c 'W ' ~',.0 ' ',O O ~ N y (O r. F <: N N < 'i. ~ ''.... ~. ~ T -:-: . 'N ~'... ''.. VJ'... C .. _.. 1~ 4 ~_rn _. _'.. o rn '~,. ','. ~~!. . ~ ' v m _~ ', . 3 ~ ~ c m ~ 'm ~ to m 3 3 - ~'',D p d _.(O • i~ I < '<',.'.. , '.,,. T. ~ ~ ~ ~ ,. ~ X % ~ N C d .. fr y y j ~ __p N I 'I ~ 1 O N ~ ~ _ 'i,. .. _ N y S y 1... ~ (' u [ .~ ( I ~ T f .. 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Ne0 ' !~I,!rn ' ' - ,. _ .o ~'m -Santa Ana Ptriice Department Exhibit D i~AB ~lei'tverabiee and Payment Scheciuie Task. Deltvarable °/a Amount Project Initiation a) Project initiation 1 b) Finalize hardware requirements and site survey ° 15.0 /° $ 33,825.00 c) Test TSS environment d) Test Santa Ana Environment e) Requirements validation process for IFa6 and Interfaces IFAB software Installation 2 a) Completion of IFAB Preconfiguration: Administration, 10.0% $ 22,550.00 Permissions, Security b Installation and Testin of roduct 3 Conversion: Imageware Booking 7.5% $ 16,912.50 4 Identify interfaces / plugins and define development plan 5.0% $ 11,275.00 Develop Plug-ins /Interfaces a) Plug-in Export to JCMS b) Plug-in Export to LiveScan a) Intertace JCMS b) Interface CAD c) Inteface CMS 5 d) Intertace RWM ° 5.0% $ 11,275.00 e) Interface CopLink f) Intertace CLETS g) Interface LiveScan h) Plug-in Export to JCMS i) Plug-in Export to LiveScan j) Plug in to allot InForce AB records to be populated using dis crate data sources Install Plug-ins: 6 a) JCMS 5.0% $ 11,275.00 b LiveScan Install interfaces: a) JCMS b) CAD 7 c) CMS 5.0% $ 11,275.00 d) RWM e) CopLink f) CLETS LiveScan 8 Install CMS Plu -in to A end records 5.0% $ 11,275.00 9 Im lement customized re ort 5.0% $ 11,275.00 10 InForce AB Solution Functional Testin 20.0% $ 45,100.00 11 InForce AB Production Cutover 10.0% $ 22,550.00 12 Deliver Trainin and Documentation 2.5% $ 5,637.50 13 Provide external a enc website 5.0% $ 11 275.00 Project Total 100.0% $ 225 500.00 Agreement between VIS/phor Corporation and Clty of Santa Ana [Exhlb/t E] Exhibit E Software License Agreement This Agreement made the <day> of <month>, <year> BETWEEN Visiphor Corporation Suite 1100 - 4710 Kingsway Burnaby, British Columbia VSH 4M2 (hereinafter called "VISIPHOR") AND City of Santa Ana (hereinafter called "Customer") ,~oeieted:lbrovzoab Confidential Page 1 17i07l200S~ City of Santa Me-FxhibilE Copyright®2006-Visiphor Corponbon Agreement between Visiphor Corporation and C/ty of Santa Ana (Exhibit E] Visiphor Corporation Software License Agreement 1. PURPOSE This software license agreement (the "License Agreement") sets forth terms and conditions under which Visiphor Corporation ("VISIPHOR") will license software to the City of Santa Ana (the "Customer"). 2. DEFINITIONS AND INTERPRETATION 2.1 In this License Agreement, except as otherwise expressly provided or as the context otherwise requires capitalized words and terms have the meaning ascribed to them in the Agreement, Agreement means the Primary Agreement between VISIPHOR and the Customer dated 2006, and Software means Visiphor's Inforce Arrest and Booking ([FAB) product. License has the meaning set out in Section 3.1. 3. LICENSE AND COPYRIGHTS 3.1 Subject to the terms and conditions of this License Agreement and payment of the applicable license fee, VISIPHOR hereby grants to the Customer, and the Customer hereby accepts, a royalty free, non-exclusive license (the "License") to: (a) use the Software provided by VISIPHOR solely for its internal business purposes, and (b) use the Data Mappings developed and provided by VISIPHOR solely for its intemal business purposes, and 3.2 The Software is owned by VISIPHOR. It is proprietary to and contains trade secrets and Intellectual Property of VISIPHOR. 3.3 The Data Mappings are owned by VISIPHOR. They are proprietary to and contain trade secrets and Intellectual Property of VISIPHOR. 3.4 Title to any DLL Object Code originating from VISIPHOR, including all versions, releases, updates, fixes, modifications, maintenance and derivative work will at all times be owned by VISIPHOR. 3.5 The Software is protected by the Intellectual Property laws and regulations applicable generally in all countries. In case of any attempt at seizure or any questioning of VISIPHOR's rights, the Customer will immediately inform VISIPHOR and, at VISIPHOR's expense, protest the seizure. bektetl: ~firo~nwe j Confidential Paget 170~J2006 Ciry of Santa Ma-ExhibitE CopYnBh[®200fi-Visiphor Coryomfion Agreement between V/s/phor Corporation and C/ty of Santa Ana [Exhibit E] 3.6 All Customer documentation is copyrighted by VISIPHOR. The Customer, and its Permitted Sublicensees, may make a reasonable number of copies of such documentation solely for their internal use by their own employees and contractors. 3.7 The Customer agrees to preserve the trademarks or any logos belonging to VISIPHOR and its partners contained on all customer documentation, in the Softwaze and on any media supplied by VISIPHOR containing the Software. This License gives the Customer no rights over the trademarks or logos of VISIPHOR or its partners. 4. PATENTS, INFRINGEMENT 4.1 The title and all Intellectual Property related to all software applications originated or prepared in the performance of this Agreement by VISIPHOR and its employees and Subcontractors, including the Software, will be the property of VISIPHOR. 4.2 VISIPHOR will fully defend, indemnify and hold harmless the Customer, the affiliates and assigns of the foregoing and their respective directors, officers, public officials, employees and agents from and against any Loss resulting from any Claim that the Software (including the Source Code) infringes a valid Canadian or U.S. patent or any valid copyright, trademark or other intellectual property right enforceable in Canada or the U.S. arising from the possession or use by the Customer of the Softwaze or such deliverables in accordance with this License Agreement, provided that the Customer notifies VISIPHOR of that Claim promptly after the Customer receives notice thereof, V ISIPHOR is given sole control over the defence and settlement of Claim, the Customer provides such assistance in the defence and settlement of the Claim as VISIPHOR may reasonably request (at VISIPHOR's expense) and the Customer complies with any settlement or Court order made in connection with such Claim. If such a Claim is made VISIPHOR will either: (a) use commercially reasonable efforts to procure for the Customer the right to continue to use the Software at no additional cost and as contemplated in the License Agreement or any sublicense granted thereunder; or (b) provide the Customer at no additional cost with anon-infringing version of the Software that has substantially similar functionality as the infringing Software without materially detracting from its overall functionality. Notwithstanding the foregoing, if, after making best commercial efforts for no less than 60 calendar days to take the actions set forth in (a) and/or (b) above, VISIPHOR determines in consultation with the Customer that such actions aze not commercially feasible, then it will have the right to terminate all of the Transaction Documents immediately upon written notice to the Customer. In that event VISIPHOR will immediately refund to the Customer the amount paid by the Customer to VISIPHOR under the Transaction Documents and the Customer will immediately terminate all sublicenses it has granted. Any monies payable to the Customer as a result of any such Deleted: 16/07/2006 Confidential Page3 17!07/200 Ciry of Santa Ma-ExbibitE Copyright®2006-Visiphor Corporation Agreement between Vlslphor Corporation and City of Santa Ana [Exhibit E] termination are in addition to, and not in lieu of, any other monies payable to the Customer under this Section 4.2. 4.3 VISIPHOR will have no obligation under Section 4.2 to Che extent that the Software infringes upon any third party rights as a result of: (a) improvements or modifications to the Software not made by or with the knowledge of VISIPHOR or the use or distribution of the Software in combination with programs or items not famished or approved by VISIPHOR, if such infringement would not have occurred from the use or distribution of the Software alone, or (b) if such infringement arises as a result of VISIPHOR's compliance with the Customer's designs or specifications not approved by VISIPHOR, or (c) if the alleged infringement could have been avoided by the use of a subsequent version of the Software made available to the Customer by VISIPHOR. VISIPHOR's obligations under Section 4.2 set forth VISIPHOR's entire liability and the Customer's sole remedy for any claim that the Software infringes the Intellectual Property Rights of any other Person. 4.4 VISIPHOR represents and warrants to the Customer that except as otherwise speci5ed in this Agreement, the Softwaze delivered to the Customer under this Agreement will be original works of VISIPHOR. 5. CONDITIONS FOR USE 5.1 The right to use the Software is granted by VISIPHOR to the Customer, for use by it and the Permitted Sublicensees solely to meet their own operational requirements. 5.2 By accepting the License, the Customer agrees to exclude any type of use not expressly authorized, and notably translation of the Software, adaptation, creation of derived programs, change or arrangement, correction of errors, in whole or in part, without prior written permission from VISIPHOR or as otherwise expressly permitted by this License Agreement. Except as permitted by Section 7.12, the Customer will not, and will ensure that the Permitted Sublicensees will not, decompile or reverse engineer the Software. The Customer also agrees not to lend for hve the Software or, except as expressly authorized in writing by VISIPHOR, make it available to any Person other than a Permitted Sublicensee by uploading or distributing it, in any form or by any means. 5.3 Any use other than that provided for under this License Agreement requires a rider to the License with an additional fee where applicable. 6. REPRESENTATIONS AND WARRANTIES 6.1 VISIPHOR wazrants for a period of 90 days from the date of receipt: (a) that the media on which the Software is recorded is free from any defect in materials and workmanship under normal conditions of use. VISIPHOR agrees to replace any defective media on condition that it is sent back during this time, accompanied by a written description of the problem and the receipt; and Deleted: 16/072006 Confidential Page4 17/07200 City of Same Ane-ExhibitE Copyright®200b-Visiphor Corporation Agreement between Vislphor Corporation and C/ty of Santa Ana [Exhib/t E] (b) that the Software is in compliance with the specifications defined in its Documentation. 6.2 VISIPHOR warrants that the Software provided by it under the terms of this Agreement will have the functional capabilities set forth in Schedule A to the Agreement, in the Implementation Plan delivered by VISIPHOR pursuant to the Agreement, as approved and accepted by the Customer th accordance with Schedule A to the Agreement, and in the technical documentation for the Software provided to the Customer by VISIPHOR. This warranty will remain in effect for as long as the Customer is party to a current CSA. 6.3 VISIPHOR warrants that to its knowledge the Software does not contain any virus or any computer instructions whose purpose is: (a) to disrupt, damage or interfere with the use by the Customer or any Permitted Sublicensee of any of data, programs or computer or telecommunications facilities for their commercial purposes; (b) to perform functions which are not an appropriate part of the functionality of the Software and whose result is to disrupt the use or operation of thereof. Except as otherwise expressly authorized th writing by the Customer, none of the Software and none of the Source Code contains: (i) any mechanism which electronically notifies VISIPHOR of any fact or event or (ii) any key, node lock, time-out, logic bomb, clock, timer, counter or other function, implemented by any means, which may restrict the use of or access to any programs, data or equipment. 6.4 VISIPHOR does not wazrant that [he Softwaze will satisfy the Customer's business and performance expectations, except as described in this License Agreement or explicitly in Schedule A to the Agreement, nor that the Software is free from minor defects. 6.5 The Customer explicitly recognizes that VISIPHOR is released from its warranty under Section 6.6 if the Customer should ever modify the executable version of the Software at its own initiative and without the knowledge or consent of VISIPHOR or if the Software is used in a hardware or system environment different from that identified at the date of installation without the knowledge or consent of VISIPHOR. 6.6 The foregoing warranties and any other representations, warranties or conditions contained in the Transaction Documents are in lieu of all other warranties or conditions. VISIPHOR makes no other warranty or condition, express or implied, and there aze expressly excluded all implied or statutory warranties or conditions, including warranties of merchantability or fitness for a particulaz purpose, and those azising otherwise in law or from a course of dealing or usage of trade. 6.7 Upon the breach of any of the representations and warranties on its part set forth in this Part 6, VISIPHOR will defend, indemnify and hold harmless the Customer and all Permitted Sublicensees from and against any Loss resulting from any Claim relating thereto. Deleted: 16ro7rzo06 Confidential Page 5 1 /7 07/2006 Ciry of Snn[e Ma-ExhibitE Copyright®2006-Vislphor Corporation Agreement between Vfsfphor Corporation and City o/Santa Ana [Exhlb/t E] 6.8 Except for the indemnification obligations of VISIPHOR incorporated into this Agreement under Section 4.2, except for the indemnification obligations of VISIPHOR under Section 6.9 of this License Agreement with respect to any Loss azising from the breach of any of the warranties in Sections 6.3, 6.4 and 6.5, and except as otherwise provided in the other Transaction Documents, th no event will either party, their assignees or their respective directors, officers, public officials, shareholders, employees or contractors be liable for any incidental, indirect, special or consequential damages, nor for any loss of use, revenues, profits or savings for any matter whatsoever, even if that party knew or should have known of the possibility or likelihood of such damages. The foregoing exclusion will not apply to any malicious or wilful misconduct by either party. 6.9 Except for the amount of any Loss payable to the Customer under Section 4.2, and except for the indemnification obligations of VISIPHOR under Section 6.9 of this License Agreement with respect to any Loss arising from the breach of any of the warranties in Sections 6.3, 6.4 and 6.5, for which there is no limitation and except as otherwise provided in the other Transaction Documents, the liability of either party arising out of this License Agreement shall not exceed the aggregate amount paid by the Customer to VISIPHOR under the Transaction Documents. The Customer acknowledges that the Software may be used in the suspect identification process by automatically retrieving from a database candidate facial images and textual information that are determined by the facial recognition algorithm and search utilities to "match" the facial image used to "probe" the database. The Customer further acknowledges that a "facial recognition" match is only one of many due diligence steps associated with the identification process, and that the responsibility and rationale for all final identification decisions rest with the officer and agency using the tool. Therefore, VISIPHOR will have no liability to any Person for any loss, liability or damage resulting from the mis- identification of asuspect or other individual resulting from the use of the Software. TERMINATION 7.1 The License will be perpetual unless terminated as provided herein. 7.2 VISIPHOR will have the right to terminate the License and this License Agreement immediately upon written notice to the Customer if the Customer breaches Sections 3.l(a), 3.1(b), 3.3, 3.6, 5.2 or 7.12 of this License Agreement, and Section 7.4 does not apply to such breach, and such breach is not cured to the satisfaction of VISIPHOR, acting reasonably, within 30 calendar days after notice in writing to the Customer describing the breach th reasonable detail, provided that if a breach specified in a notice under this section cannot be remedied with the exercise of due diligence by the Customer within such 30 calendar day period, then the Customer will have such additional period to remedy the breach as may be required, so long as the Customer diligently proceeds with such remedying process. 7.3 [n addition to the obligations of the parties under Section 7.10; upon termination of the License and this License Agreement by VISIPHOR pursuant to Section 7.2 all payments to VISIPHOR accrued pursuant to this Agreement will become due and payable by the Customer within two weeks after the effective date of termination. Confidential Pageb Ciry of Santa Ma-ExbibitE Copyright®2006-Visiphor Corporation Deleted: ]6/072006 J 17/0 Agreement between Vlslphor Corporation antl CIty of Santa Ana [Exhrb/t E] 7.4 VISIPHOR will have the right to terminate the License with respect to one or more Permitted Sublicensees (collectively, a "Defaulting Sublicensee") immediately upon written notice to the Customer if the Defaulting Sublicensee commits a material breach of its obligations with respect to its sublicense of the Software under its separate agreement with the Customer or takes or omits to take any action that results in a breach by the Customer of any of its obligations under Section 3.1(a), 3.1(b), 3.6, 5.2 or 7.12 of this License Agreement and such breach is not cured to the satisfaction of VISIPHOR, acting reasonably, within 30 calendar days after notice in writing to the Customer and the Defaulting Sublicensee describing the breach in reasonable detail, provided that if a breach specified in a notice under this section cannot be remedied with the exercise of commercial best efforts by the Customer and the Defaulting Sublicensee within such 30 calendaz day period, then the Customer and the Defaulting Sublicensee will have such additional period to remedy the breach as may be required, so long as the Customer and the Defaulting Sublicensee diligently proceed with such remedying process. No termination of the License with respect to a Defaulting Sublicensee will constitute a default by the Customer or any other Permitted Sublicensee under this Agreement or the License nor will it give VISIPHOR the right to terminate the License, the License Agreement or any other Transaction Document with respect to the Customer or any non- Defaulting Sublicensee. 7.5 Upon the termination of the License with respect to a Defaulting Sublicensee, the Customer will direct the Defaulting Sublicensee to cease using the Software and will have the right to re-allocate the licenses for the Software in use by the Defaulting Sublicensee at the date of termination among other Permitted Sublicensees pursuant to Section 3. 7.6 Each of the following is an "Event of Default" by VISIPHOR for the purposes of this License Agreement: (a) VISIPHOR breaches any of the warranties in Sections 6.4 and 6.5 of this License Agreement; (b) VISIPHOR breaches any material provision of this Agreement other than pursuant to Section 7.6(a) above, and fails to cure such breach within 30 calendar days after written notice from the Customer describing the breach in reasonable detail, provided that if a breach specified in a notice under this Section cannot be remedied with the exercise of due diligence by VISIPHOR within such 30 Business Day period, then VISIPHOR will have such additional period to remedy the breach as may be required, so long as VISIPHOR diligently proceeds with such remedying process; and (c) VISIPHOR commits an "Event of Default" as defined th any other Transaction Document. 7.7 Upon the occurrence of an Event of Default, the Customer will have the right to immediately terminate any one or more of the Transaction Documents by written notice to VISIPHOR, exercisable at its option and which right is th addition to any other right or Deletetl: 16/072006 Confidential Page 7 17/0j/20(16 Ciry of Santa Ma-ExhibitE Copyright®2006-Visiphor Corporetion Agreement between Vislphor Corporation and Clty of Santa Ana [Exh/b/t E] remedy that it may have under this Agreement, any other Transaction Document, or at law or in equity. 7.8 Any termination of this License Agreement will be without prejudice to any rights or obligations of either party arising or existing up to the effective date of such termination, or to any rights or obligations of either party which are intended by this License Agreement to survive the termination of this License Agreement. 7.9 The provision of Sections 2, 3.2, 3.3, 4, 7.10, 8, 9, 10, 11 and 16 will survive the expiration or termination of this License Agreement for any reason. Notwithstanding the foregoing, if any provision of this License Agreement is required to survive for the purposes of any other Transaction Document, then it will so survive for the period of time required by that other Transaction Document. 7.10 In addition to any other obligations of the parties upon termination specified in a Transaction Document, the following provisions apply upon any termination of this License Agreement: (a) Upon any termination of this License Agreement (including as the result of a default on the part of the Customer) except for termination under Section 4.2 of the Agreement, the Customer will, at its option, either: (i) have a period of 120 days after the effective date of termination, to transition all information and data generated by, relating to or stored in the Software onto another system and, during this period, the Customer will continue to have the rights granted to it by the License and VISIPHOR will provide all reasonable assistance in connection with such transition. At the end of such 120 day period, the Customer will either (A) return all copies of the Software in its and all Permitted Sublicensees' possession or control to VISIPHOR or (B) destroy all such copies thereof, and provide written certification by a senior officer of the Customer as to such destruction; or (ii) transfer all sublicenses granted to Permitted Sublicensees to VISIPHOR, as licensor, in which event the parties will take all necessary steps to effect such assignment and will use every reasonable effort to ensure that the rights of the Permitted Sublicensees to use the Software are not interrupted. 7.11 Upon any termination of this License Agreement due to an Event of Default, the Customer will have the right to seek whatever remedies may be available to it as a result of any termination of this License Agreement, including a full refund of all monies paid to VISIPHOR under the Transaction Documents. 7.12 Each party will cooperate with the other in effecting an orderly transition under this License Agreement and will, subject to the Customer's rights under Section 7.10(a), immediately surender to the other party all Confidential Information of the other party, Deleted: 16/0"12006 _ _~ Confidential Page 8 17i07/200h City of Santa Me-EzhibitE Copyright®2006-Vislphor Corporation Agreement between Vislphor Corporation and Clty of Santa Ana (Exhibit E] except for such information as it is required by law to retain, and any other items of the other party in its possession or under its control. 8. PRIORITY OF DOCUMENTS If there is any conflict with or inconsistency between the documents listed below, then the following order of precedence will apply, from highest to lowest: (as applicable) (a) License Agreement; (b) Primary Agreement; (c) CSA; and (d) Software Escrow Agreement. 9. NOTICES 9.1 All notices, requests, demands, or directions to any party to this License Agreement by another party hereto will be in writing and delivered or sent by registered mail, postage prepaid, addressed as follows: to: VisiphorCorporation Suite 1100 - 4710 Kingsway, Burnaby, British Columbia VSH 4M2 Attention: Chief Operating Officer to: City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Attention: Mike Lewellen or to such other address as may be stated by one party to the other in a notice given in the same manner herein provided. Any notice, request, demand, or direction given in such manner will be deemed effective upon receipt by the party to whom it is given or upon refusal to accept receipt documented by the delivering party. 10. ASSIGNMENT 10.1 Except for an assignment to an Affiliate of VISIPHOR, VISIPHOR will not assign this Agreement without the prior written consent of the Customer. No permitted netetea: ieio~rzooe _ _~ Confidential Page 9 17I0720~ City of Santa Ana- Exhibit E Copyright ®2006 -Vislphor Coryoretion Agreement between Vls/phor Corporation and C/ty of Santa Ana (Exh/b/t E] assignment to an Affiliate will be effective until: (a) the assignee Affiliate agrees in writing with the Customer to be bound by the teens and conditions of this License Agreement; and (b) the assignee Affiliate provides evidence satisfactory to the Customer that the assignee Affiliate and its directors, officers, employees and agents have obtained the necessary security checks and security cleazances to enable it to perform the Services and to have access to the InPorce AB system and/or any related data and information. Notwithstanding any assigoment of this License Agreement as permitted by this Section, VISIPHOR will remain primarily responsible for the timely performance of all of its obligations hereunder. 10.2 The Customer will have the right to assign its rights, duties or obligations under this Agreement to a Permitted Sublicensee or otherwise to an entity designated by the Customer without the consent of VISIPHOR provided, however, that the assignee agrees to be bound by the terms and conditions of this License Agreement. Notwithstanding any assignment of this License Agreement as permitted by this Section, the Customer will remain primarily responsible for the timely performance of all of its obligations hereunder. 11. ARBITRATION 11.1 If, at any time, there is a Dispute between the parties with respect to any matter arising out of or relating to this License Agreement, then the parties will resolve such dispute th accordance with the Dispute resolution procedure in the Agreement. 12. GOVERNING LAW 12.1 This License Agreement will be governed, constmed and interpreted by the laws of the Province of British Columbia. 13. AMENDMENT 13.1 No modification or amendment to this License Agreement may be made unless agreed to by the parties hereto in writing. 14. SEVERABILITY 14.1 The invalidity of any provisions of this License Agreement or any covenant herein contained on the part of any party will not affect the validity of any other provision or covenant hereto or herein contained. The parties will in good faith negotiate a mutually acceptable and enforceable substitute for any invalid provision or covenant, which substitute will be as consistent as possible with the original intent of the parties. 15. NON-WAIVER 15.1 The waiver or failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further right hereunder. Deletetl: Ib/07R006 Confidential Page 10 17107/200 Ciry of Santa Ma-ExhibitE Copyright®2006-Visiphor Coryoratian Agreement between Vlslphor Corporation antl City o/Santa Ana [Exhibit E] 16. ENTIRE LICENSE 16.1 This License Ageement and the other Transaction Documents constitute the entire agreement between the parties hereto with respect to the licensing of the Software and supersede all prior letter of intent, arrangements, representations, warranties, statements, promises, information, arrangements and undertakings, whether oral or written, expressed or implied. 17. COUNTERPARTS 17.1 This License Ageement may be executed in counterparts, m original form or by facsimile, each of which will together, for all purposes, constitute one and the same instrument, binding on the parties, and each of which will together be deemed to be an original, notwithstanding that all of the parties are not signatories to the same counterpart. IN WITNESS WHEREOF the parties have executed this Agreement as of .2006. Visiphor Corporation City of Santa Ana By: By: Title: Title: Date: Date: At Deleted: 16/072006 Confidential Page 11 17/0Zl2Q~y( Ciry of Santa Ma-ExhibitE Copyright®2006-Visiphor Coryoration Agreement between VrSrPHOR Corporation and C/ty of Santa Ana (Exh/bit PJ Exhibit F Customer Support Agreement This Agreement made the <day> of <month>, <year> BETWEEN Visiphor Corporation Suite 1100 - 4710 Kingsway Burnaby, British Columbia VSH 4M2 (hereinafter called "VISIPHOR") AND City of Santa Ana (hereinafter called "Customer") Confidential Page 1 7/17/2006 City of Santa Ma - Exhibit F Copyright ®2006 - VISIPHOR Corporeeon Agreement between VISIPHOR Corporatlon and C/ty of Santa Ana [Exhibit FJ Visip6or Corporation Customer Support Agreement WHEREAS The Customer is a user of certain VISIPHOR softwaze products and/or application programs including software provided pursuant to a Software License Agreement (the "Product") which is executed contemporaneously with this Customer Support Agreement and VISIPHOR has the experience and expertise necessary to enable it to provide support and maintenance services for the Product; and The Customer wishes to have VISIPHOR provide the support and maintenance services pursuant to the terms and conditions of this Agreement. NOW THEREFORE, In consideration of the mutual covenants contained herein, the parties agree as follows: 1. DEFINITIONS AND INTERPRETATION In this Agreement, except as otherwise expressly provided or as the context otherwise requires, Acceptance means the date on which the Customer certifies the Deliverables accepted in accordance with the Santa Ana PD SOW, Exhibit A, or when the Customer 5rst makes any productive use of the Deliverables, whichever occurs first. Acceptance Criteria means the noted criteria for acceptance of the Deliverables referred to in the Statement of Work Acceptance Period means the period within which to review the Deliverable and to notify VISIPHOR in writing of its acceptance or rejection based on the review results with respect to compliance to the Acceptance Criteria. Acceptance Testing means the testing conducted during the Acceptance Period to enable the Customer to determine whether to accept the Application Package Program or Services. It is performed to validate the APP or Services meet the noted Acceptance Criteria; Application Package Programs means the Product together with the Database Business Rules means the procedures for the use of the Product in the manner and for the purpose of which VISIPHOR originally intended it, as reflected in its design and having regard to the business practices of Customer, both of which are established in system administration training provided by VISIPHOR. Custom Modification means, unless otherwise specifically varied herein, any changes or modifications made to the Application Package Programs by VISIPHOR (including, but not limited to, tables, columns, reports, interfaces to third party hazdwaze or software, Confidential Page 2 7/17/2006 Ciry of Same Ma-FxhibitF Copyright®2006-VISIPHOR Corporation Agreement between VISIPHOR Corporatlon and C/ty o/Santa Ana [Exh/b/t F) data conversion, screens and matching algorithms) exclusively for the Customer, as listed in Schedule A-1 (Section 17). Notwithstanding the above, any Custom Modification shall be approved in advance by the Customer. Any modification which is made for the purpose of maintaining the operability of the application package shall not be to the account of the Customer and only those modifications which are requested by and approved by the Customer shall be paid for by the Customer. Current Technology means the version of application utilized by V[SIPHOR in its latest Product and Technological Release. Database means the Oracle® or Microsoft® Programs (as the case may be) licensed to Customer by Oracle® or Microsoft® for the purpose of using the Product. Defect means a failure of the application to perform the designed functionality caused by an error in the application. Deliverables means the items specified m the Statement of Work to be provided by VISIPHOR including the Application Package Programs, Services, and Custom Services. Delivery Platform means a secondary computer environment that will functionally reflect the Production System and contain, at a minimum, a representative sample of curcent data and whereupon VISIPHOR shall install all Technological Releases, associated patches and Defect corsections; and which will be used by Customer for acceptance validation and regression testing (as appropriate) prior to promotion to the Production System. Documentation means user manuals, reference guides, training materials, release notes, on-line help and other materials in printed or electronic form, which facilitate use of the Product or Custom Modifications. First Level Support means providing fvst-line help services to end users of VISIPHOR software applications to determine whether reported issues relate to VISIPHOR software or third party hardware or applications not covered under the scope of this Agreement. Go Live means start up of production use of the Product. Migration Services means the services required (including, but not limited to, data conversion, installation, project management, [raining) by Customer to give full effect to any Technological Release provided hereunder. Production System means the computer operating system(s) and Application Package Programs used by Customer in the live processing of its data. Rules has the meaning ascribed to it in § 10.2 Specification means the statement of requirements to be satisfied by a product or service as noted in the Statement of Work. The Specification leads to the Acceptance Criteria, to be met during the Acceptance Testing during the Acceptance Period. Support means: (a) responding to inquiries concerning a reported Defect(s) in the Product; and (b) corsection to problems diagnosed as Defects in the cursently supported version of the Product or as updated through the term of this Agreement. In the resolution Confidential Page 3 7/17/2006 Ciry ofSanfa Ma-Exhibi[F Copyright®2006-VISIPHOR Corporation Agreement between VISIPHOR Corporat/on and City of Santa Ana (Exh/bR PJ of Defects VISIPHOR may respond with a written response, CD ROM or diskette, supplementary documentation, a temporary means of circumventing the problem, or other correctional aids. Techoological Release means: (a) technological improvements required to allow the Product to operate in conformance with Current Technology. Technological Releases do not include Migration Services. 2. SERVICES 2.1. The Customer shall provide First Level Support through its own Help Desk, or that of a designee or designees as outlined in Schedule A-2 of this Agreement. 2.2. VISIPHOR shall provide Support to the Customer by telephone, a-mail, facsimile, modem or an Internet connection (as appropriate). 2.3. VIS[PHOR shall provide Technological Releases from time to time. 2.4. In the provision of Support, VISIPHOR shall adhere to the following response standards and at all times shall provide Support in accordance with the highest industry standards recognizing the public interest duties and responsibilities of the Customer: 2.4.1. SEVERITY LEVEL ONE Severity Level One Definition: The Application Package Programs are totally inoperative and the use of the Product for processing transactions or database searches is not possible. Severity Level One Response Time: VISIPHOR shall respond by telephone to the Customer within twenty-four (24) business hours of initial notification to VISIPHOR. If the initial notification was not by telephone or not during VISIPHOR business hours, this response time shall start when Support personnel receive the notification. Severity Level One Resolution Time: VISIPHOR shall provide its best commercial efforts to initiate a resolution within forty-eight (48) business hours of the initial notification. Severity Level One Resolution: VISIPHOR shall provide a program correction, program patch or a procedure for Customer to bypass or work azound the error condition in order to resume operations. If a bypass procedure is utilized, VISIPHOR shall continue error correction activity, on a high priority basis, until a program correction or patch is provided. Confidential Page 4 7/17/2006 City oCSama Ma-EzhibilF Copyright®2006-VISIPHOR Corporation Agreement between VISIPHOR Corporation and City o/Santa Ana [Exhlblt FJ 2.4.2. SEVERITY LEVEL TWO Severity Level Two Defimition: Significant portions of the Application Package Programs aze severely impaired to the extent that major functions are inoperative. Severity Level Two Response Time: VISIPHOR shall respond by telephone or electronic means to Customer within forty-eight (48) business hours of initial notification to VISIPHOR. If the initial notification was not by telephone or not during VISIPHOR business hours, this response time shall start when Support personnel receive the notification. Severity Level Two Resolution Time: VISIPHOR shall provide its best commercial efforts to initiate a resolution within ninety-six (96) business hours of initial notification to VISIPHOR. Severity Level Two Resolution: VISIPHOR will provide the Customer with a program correction, program patch or a procedure to bypass or work azound the error condition in order to continue operations. If a bypass procedure is utilized, VISIPHOR shall continue error correction activity until a program correction or program patch is provided. 2.4.3. SEVERITY LEVEL THREE Severity Level Three Definition: The Application Package Programs are impaired to the extent that some non-critical functions aze not operating. Severity Level Three Response Time: VISIPHOR shall respond by telephone to Customer within seventy-two (72) business hours of initial notification to VISIPHOR. If the initial notification was not by telephone or not during VISIPHOR business hours, this response time shall start when the notification is received by Support personnel. Severity Level Three Resolution Time: VISIPHOR shall provide its best commercial efforts to initiate a resolution as soon as possible. In some cases, a resolution may be delivered as part of a technological update or release. Severity Level Three Resolution: VISIPHOR shall provide Technological Releases in the form of CD-ROM, diskette or electronic file transfer. Confidential Page 5 7/17/2006 City o£Santa Ma-ExhibitF Copyright®2006-VISIPHOR Corporation Agreement between VISIPHOR Corporation and City of Santa Ana [Exhibit F] 2.5. VISIPHOR shall endeavor to assist with all inquiries made to Support personnel. However, if the inquiry is not related to a problem with the Product, VISIPHOR shall be entitled to charge the Customer on a time and materials basis at the rates set forth in Schedule B (hereinafter "T&M"). In all circumstances, VISIPHOR shall ' advise the Customer in advance and shall receive prior approval from the Customer prior to charging for T&M on any matter. 3. COMPENSATION 3.1. For the Support provided pursuant to this Agreement and all other services related to the operation, maintenance and upgrades or customer modifications, the Customer shall pay VISIPHOR the annual fee specified in Section 3.1.1 and Section 3.1.2. (the "Fees"). 3.1.1. There is no annual fee for Support and Maintenance in Year 1. 3.1.2. The annual fee for in Year 2 will be $56,750. 3.1.2.1.1. Fees for additional years (Y3 - Y6) will be capped at an annual increase of no more than 3%. 3.2. Customer shall have a right to off-set any and all payments in the event there is any breach of this Agreement by VISIPHOR. VISIPHOR shall invoice the Customer for the Fee annually in advance. All such invoices shall be payable within 30 days of the date of each such invoice. 3.3. The Fees for Support and any other products or services that may be provided hereunder are exclusive of any federal, state or provincial tariffs, duties or sales taxes, taxes which shall be paid by the Customer. 4. CUSTOMER RESPONSIBILITIES 4.1. Without cost to VISIPHOR, the Customer shall provide to VISIPHOR full co- operation and assistance to enable VISIPHOR to provide the Support Services contemplated hereby. In particular, and without limiting the generality of the foregoing, the Customer, or its designee, shall: 4.1.1. Designate Contacts Designate up to four (4) individuals from its MIS/IT department, or services provider (as the case may be). All Support calls must be channeled through the designated individual(s). The designated individual(s) are set out in Schedule A-2. Confidential Page 6 7/ 18/2006 City of Sanla Ana-ExhibitF Copyright©2006-VISIPHOR Corporation Agreement between VISIPHOR CorporaHOn an0 C!ty o(Santa Ana [Exhibit FJ 4.1.2. Provide Electronic Access to Production System Provide VISIPHOR with electronic access to the Production System. 4.1.3. Perform Administrative Duties Perform all Database and operating system(s) administrative duties, including regular logical and physical backups. 4.1.4. Supply Required Information Supply all pertinent data and information (including Database dumps, as requested). 4.1.5. Make Assistance Available Make available such employees, or designated service providers, of the Customer as VISIPHOR may reasonably request th relation to the Support. 4.1.6. Report Faults in a Timely Manner Report problems or faults within such time, on such forms and with such degrees of particularity as VISIPHOR may, from time to time, request. The current form to report problems is as set forth in Schedule A-3. 4.1.7. Authorize Emergency Access In the event of an emergency or crisis which is not the direct or indirect responsibility of VISIPHOR which is not a Severity Leve] 1 or severity level 2 event but which is at the specific request of the Customer, provide VISIPHOR with an electronic or other access to the production system for purposes of applying a database or data corruption fix on the understanding that, except for negligence on the part of VISIPHOR, VISIPHOR assumes no liability resulting from such emergency or crisis access; 4.1.8. Ensure Personnel are Trained Ensure that its personnel are fully trained in the use and operation of the Product or any Custom Modifications. 4.1.9. Use in Accordance with Business Rules Use the Product in accordance with the Business Rules. 4.2. Customer understands and agrees that all Defect corrections and Technological Releases and any related Database scripts should be promptly Confidential Pagel 7/17/2006 Ciry of Same Ma-ExhibitF Copyright®2006-VISIPHOR Corporntlon Agreement between VISIPNOR Corporotlon antl C!ty of Santa Ana [Exhibit F] implemented in the Production System. The Customer acknowledges that its failure to so implement such Defect corrections and Technological Releases may render the Product unusable or non-conforming to Documentation. The Customer agrees to install and put into production use (a) corrections to Defects within thirty (30) days of delivery by VISIPHOR and, (b) Technological Release within such reasonable time as VISIPHOR and the Customer may agree. 4.3. In no event shall the Support Services be used as a source of training or a source of consulting. Misuse of the Support Services may result in direct billing, on a T&M basis, for any such training or consulting services. No such charges shall be applied until such time as VISIPHOR advises the Customer that it is in breach of this clause thereby giving the Customer the opportunity to cease such action. 4.4. Customer acknowledges and agrees that the administration and maintenance of all computer hardware, communications equipment third party software, cabling, peripherals and any other hazdware equipment necessary and required for the operation of the Product, shall be the exclusive obligation of the Customer. In particulaz, and without limiting the generality of the foregoing, VISIPHOR shall not be held responsible for the provision of any assistance (under the terms of this Agreement) required as a result of any: 4.4.1 Modification to System Environment modification, change or upgrade to any hazdwaze or software (other than any modification, change or upgrade made by VISIPHOR to the Application Package Programs); or 4.4.2. Damage by Accident or External Cause damage to the Application Package Programs by accident or other external cause, the fault or negligence of any party other than VISIPHOR, or use by Customer in other than its normal and customary manner; or 4.4.3. Unauthorized Modifications as a result of any unauthorized modification made by Customer or any party other than VISIPHOR, even if VISIPHOR has knowledge of the possibility of such potential loss or damage. If, as a result of one or more of the foregoing circumstances Customer requires assistance, VISIPHOR agrees to provide such assistance on a T&M basis. 5. TERM, DEFAULT AND TERMINATION 5.1. The term of this Customer Support Agreement commences and continues for a period of 12 months, ending VISIPHOR will offer subsequent renewals so long as Customer is not in breach of Section 4.2 and provided all sums and amounts due under Section 3 are paid when due. The Customer shall have a right on 90 days written notice to VISIPHOR to terminate this Agreement at Confidential Page 8 7/!7/2006 Ciry of Santa Ma-ExhibitF Copyright®2006-VISIPHOA Corporatlon Agreement between VISIPHOR Corporation and C!ty of Santa Ana [Exhibit FJ any time during the initial term or any renewal term of this Agreement. Any fees paid in advance for a period of time subsequent to the termination date shall be considered non- refundable. 5.2. The Customer further reserves the right to terminate this Agreement without penalty or future liability at its fiscal yeaz end due to lack of appropriations. 5.3. If, after termination of this Agreement, Customer requests Support, VISIPHOR may agree to provide such Support and Customer shall pay for same forthwith on a T&M basis at VISIPHOR's then current rates. VISIPHOR shall provide an advance estimate of the T&M charges for any support to be provided at the request of the Customer. The Customer shall be obligated to pay no more than the estimate for such Support Services. 5.4. In the event that either party (the "Defaulting Party") shall neglect, fail or refuse to perform under any of the provisions of this Agreement, then the other party (the "Non-Defaulting Party") may deliver to the Defaulting Party notice of intention to terminate this Agreement which notice shall specify the alleged neglect, failure or refusal and, if within 30 days after the date of delivery of such notice, the Defaulting Party shall not have fully cured all the defaults indicated therein, or presented a plan acceptable to the Non Defaulting Party to cure such defaults, then upon expiration of such 30 days, the Non Defaulting Party may, at its option, elect to terminate this Agreement. Where the Defaulting Party commits a second breach of the Agreement, the Non-Defaulting Party shall have a right to terminate this Agreement on 7 days notice to the Non-Defaulting Party. Where the Customer terminates this Agreement pursuant to this paragraph, all advance payments by the Customer to cover services past the termination date shall be refunded to the Customer in full. 5.5. Notwithstanding Clause 5.4, if the Customer fails to pay VISIPHOR as required by this Agreement, VISIPHOR shall not be required to provide Support forthwith after delivery of written notice to that effect to the Customer, and may pursue any other remedies which it may have at law or under this Agreement. 6. GENERAL TERMS 6.1. These Support Terms form part of and aze subject to the terms and conditions set out in the Agreement. 6.2. Support Restrictions: Nothing herein shall permit Customer to reverse engineer, disassemble or decompile the Product (or any portion thereof). In addition, it is expressly understood that Customer shall not amend, change or alter any application/module librazies, graphical user interface forms or database schema including, but not limited to, table structure, indexes, views, referential constraints or synonyms, without VISIPHOR' written permission. To the extent VISIPHOR permits Customer to modify, amend, change or alter any part of the Application Package Programs, VISIPHOR shall have no obligation to cure any Defects resulting from any such modification, amendment or change. 6.3. De-Support: In the event Customer is unable or unwilling to fulfill its obligations (Sec. 4.2) to maintain current versions of the Product on its Production Confidential Page 9 7/!7/2006 Ciry of Sense Me-Exhibi[F Copyright®2006-VISIPHOR Coryorafion Agreement between VISIPHOR Corporation and C/ty of Santa Ana (EZh/bR F] System, VISIPHOR reserves the right to de-support such obsolete version(s) at the expiration of the current support year provided VISIPHOR has fvst given Customer not less than (60) days prior written notice of its intention to rely on this clause, in which case no further payments will be made by the Customer to VISIPHOR. PRIORITY OF DOCUMENTS 7.1. If there is any conflict with or inconsistency between the documents listed below, then the following order of precedence will apply, from highest to lowest: (as applicable) (a) Software License Agreement; (b) Primary Agreement; (c) Customer Service Agreement; and (d) Softwaze Escrow Agreement. 8. NOTICES 8.1. All notices, requests, demands, or directions to any party to this Customer Support Agreement by another party hereto will be in writing and delivered or sent by registered mail, postage prepaid, addressed as follows: to: Visiphor Corporation Suite 1100 - 4710 Kingsway, Burnaby, British Columbia VSH 4M2 Attention: Chief Operating Officer to: City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Attention: or tc such other address as may be stated by one party to the other in a notice given in the same manner herein provided. Any notice, request, demand, or direction given in such manner will be deemed effective upon receipt by the party tc whom it is given or upon refusal to accept receipt documented by the delivering party. 9. ASSIGNMENT 9.1. Except for an assignment to an Affiliate of VISIPHOR, VISIPHOR will not assign this Customer Support Agreement without the prior written consent of the Customer. No permitted assignment to an Affiliate will be effective until: (a) the assignee Affiliate agrees in writing with the Customer to be bound by the terms and conditions of this Customer Support Agreement; and (b) the assignee Affiliate provides evidence satisfactory to the Customer that the assignee Affiliate and its directors, officers, employees and agents have obtained the necessary security checks and security clearances to enable it to perform the Services and to have access to the environment Confidential Page 10 7/17/2006 Ciry of Same Ma - Exhibit F Copyright ®2006 - V ISIPHOR Coryoration Agreement between VISIPHOR Corporal/on and CIty oI Santa Ana [Exhibit FJ /system and/or any related data and information. Notwithstanding any assignment of this Customer Support Agreement as permitted by this Section, VISIPHOR will remain primarily responsible for the timely performance of all of its obligations hereunder. 30. ARBITRATION 10.1. If, at any time, there is a dispute, controversy or Claim (each a "Dispute") between the parties with respect to any matter azising out of or relating to this Agreement, then the party to the Dispute that wishes to initiate a resolution of the Dispute must give notice to the other party to the Dispute outlining the nature of the Dispute and the resolution proposed by the claimant and requiring that such Dispute be resolved pursuant to this Part 10. 10.2. If a Dispute is not resolved between the parties within 30 days (or such longer period as is agreed to in writing by the parties to the Dispute) after the date of the notice pursuant to §10.1, either party to the Dispute will be entitled to refer the Dispute to arbitration in accordance with the domestic azbitration rules of the British Columbia [ntemational Commercial Arbitration Centre (collectively, the "Rules") as modified by the provisions herein, within 30 days after such date. The Dispute will be submitted to one arbitrator in accordance with the Rules. 10.3. The arbitration will take place in English in Vancouver, British Columbia. 10.4. Each party will accept the award or decision of the arbitrator as fmal and binding and will diligently act in good faith to do all that is necessary or advisable to be done by it to implement the award or decision. 10.5. A party who commences a legal proceeding in respect of an issue or Dispute that may be arbitrated under this Agreement, (a) will cause the proceeding to be stayed until the time during which an arbitration may be initiated has expired or, if an arbitration is initiated, a decision or award by arbitration is delivered or the arbitration has otherwise ended, and (b) will promptly discontinue the proceeding once the arbitrator's decision or award is given. 11. GOVERNING LAW 11.1. This Customer Support Agreement will be governed, construed and interpreted by the laws of the Province of British Columbia. 12. AMENDMENT 12.1. No modification or amendment to this Customer Support Agreement may be made unless agreed to by the parties hereto in writing. 13. SEVERABILITY 13.1. The invalidity of any provisions of this Customer Support Agreement or any covenant herein contained on the part of any party will not affect the validity of any other Confidential Page 11 7/!7/2006 City oCSenta Ma-EzhibilF Copyright®2006-VISIPHOR Corporation Agreement between VrSIPROR Corporation antl City o/Santa Ana (Exhibit F] provision or covenant hereto or herein contained. The parties will in good faith negotiate a mutually acceptable and enforceable substitute for any invalid provision or covenant, which substitute will be as consistent as possible with the original intent of the parties. 14. NON-WAIVER 14.1. The waiver or failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further right hereunder. 15. ENTIRE AGREEMENT 15.1. This Customer Support constitutes the entire agreement between the parties hereto with respect to the licensing of the Softwaze and supersede all prior letter of intent, arrangements, representations, warranties, statements, promises, information, arrangements and undertakings, whether oral or written, expressed or implied. 16. COUNTERPARTS 16.1 This Customer Support Agreement may be executed in counterparts, in original form or by facsimile, each of which will together, for all purposes, constitute one and the same instrument, binding on the parties, and each of which will together be deemed to be an original, notwithstanding that all of the parties aze not signatories to the same counterpart. IN WITNESS WHEREOF the parties have executed this Agreement as of .2006. Visiphor Corporation City of Santa Ana By: By: Title: Title: Date: Date: Confidential Page 12 7/17/2006 Ciry of Santa Ma-ExhibitF Copyrightm2006-VISIPHOR Corporation Agreement between VISIPHOR CorporaHOn antl City o/Santa Ana [Exhib/t F] 17. SCHEDULE A-1 17.1. Supported Software z.o 18. SCHEDULE A-2 18.1. Support service is for the following periods (Sec 2.1): 24 hours per day 7 days per week 18.2. Designated Individuals for Customer Support (Sec. 4.1.1): 18.3. Designated Individuals for Authorizing Additional Expenditure (Sec. 2.5) NAME TITLE TELEPHONE E-MAIL 19. SCHEDULE A-3 19.1. The Customer may submit Incident Reports to VISIPHOR via the following channels: Confidential Page 13 7/17/2006 Ciry of Sama Ana-ExhibitF Copyright®2006-VISIPHOR Corporation Agreement between VISIPHOR Corporation and C/ty of Santa Ana [Exh/b/t F] North America 800-667-2066 All Other Countries 250-383-9231 VISIPHOR Email Support :support .visiphor.com On-line Technical Support, Case Submission, Knowledge Base & Documentation: httn://www.vis iphor. com 19.2. When reporting incidents to VISIPHOR, the Customer must provide sufficient detail to enable the Technical Support Analyst to reproduce and diagnose the problem or difficulty, including revision level information, problem documentation and any media containing data. 19.3. Each incident reported to VISIPHOR should be properly defined to ensure timely acknowledgement of the support call. An incident is defined as a single support issue that cannot be broken down into subordinate problems. 19.4. Each Incident submitted to VISIPHOR shall contain the following information 19.4. L Incident Information • Date of incident • User's Agency, Name and Contact Information • VISIPHOR Application Name, including version number • Location of server/workstation • Issue Details • Describe the nature of the issue • Is the issue sporadic, persistent, or is this the first time it has been experienced? • Describe how the issue impedes the user's ability to perform a specific business process (job function) • For a persistent issue, describe the steps that lead to the problem • Error Information (please provide screen captures, if possible) • What steps, if any, were taken by the user to recover from the incident? (E.g., Application restart, computer reboot, closing and reopening of module, etc.) Confidential Page 14 7/17/2006 Ciry of Sams Ma-Exhibi[F Copyright®2006-VISIPHOR Coryora~ion Agreement between VISIPHOR Corporation and City a/Santa Ana [Exblb/t FJ Confidential Page I S 7/17/2006 Ciry of Santa Ma-ExhibitF CoPYnght®2006-VISIPHOR Corporation Statement of Work InForce Arrest and Booking Deployment Santa Ana Police Department Exhibit A Jut.Y 7. 2006 PREPARED BY: KAREN PAMBRUN VISIPHOR CORPORATION SUITE 1100-4710 KINGSWAY BURNABY, BC CANADA V5H 4M2 Visiphor Corp. Version 1.1 Page 1 of 41 Project Details ....................................................................................................................................... Name and Dates ............................................................................................................................... Visiphor Contact Information ............................................................................................................. Client Contact Information ................................................................................................................ General Information .............................................................................................................................. Software Delivery .............................................................................................................................. Services and Interfaces Delivery ...................................................................................................... Custom Software Delivery ................................................................................................................ Not Included ...................................................................................................................................... Attachments ...................................................................................................................................... General Project Management Responsibilities .................................................................................... Visiphor Responsibilities ................................................................................................................... Santa Ana PD Responsibilities ......................................................................................................... Success Indicators ............................................................................................................................ Hardware and software requirements .................................................................................................. InForce AB/BIE Server Environment Guidelines .............................................................................. Recommended Hardware Configurations ......................................................................................... Execution Plan ...................................................................................................................................... Task 1-A: Project Kick Off ................................................................................................................. Task 1(b): Review Hardware Requirements and Conduct a Site Survey ......................................... Task 1(c): Test Terminal Services Environment ............................................................................... Task 1(d): Test Santa Ana Environment (not just Terminal Services) .............................................. Task 2: Software Installation and Configuration .............................................................................. Task 2(a): Software Installation ....................................................................................................... Task 2(B): Perform Configuration, Set Administration Settings, Permissions and Security Acces: L eve I s ................................................................................................................................................ Task 3: Conversion of Imageware Booking System ......................................................................... Task 4: Identify Interfaces/Plug-ins and define devolopment plan ................................................... Task 5: Develop Plug-in and Interfaces ............................................................................................ Task 5(a): Develop and Test JCMS Interface ................................................................................... Task 5(b): Develop and Test CAD Intertace ..................................................................................... Task 5 (c): Develop and Test CMS Interface .................................................................................... Task 5(d): Develop and Test RWM Intertace ................................................................................... Task 5(e): Develop and Test CopLink Interface ............................................................................... Task 5(f): Develop and Test CLETS Interface .................................................................................. Task 5(g): Develop and Test LiveScan Interface .............................................................................. Task 5(h): Develop and test Plug-In to Export to JCMS ................................................................... Task 5(i): Develop and test Plug-In to Export to LiveScan .............................................................. Task 5Q): Develop and test Plug-In(s) to Append InForce AB Active Records ................................ Task 6: Install Plug-Ins ...................................................................................................................... Task 6(A): Install Export to JCMS Plug-In ........................................................................................ Task 6(b): Install Export to LiveScan Plug-In .................................................................................... Task 7: Install Interfaces ................................................................................................................... Task 7(A): Install JCMS Interface ..................................................................................................... Task 7(b): Install CAD Interface ........................................................................................................ Task 7(c): Install CMS Intertace ....................................................................................................... Task 7(d): Install RWM Intertace ..................................................................................................... Task 7(e): Install COPLINK Intertace .............................................................................................. Task 7(f): Install CLETS Interface .................................................................................................... Task 7(g): Install LIVESCAN Interface ............................................................................................ Task 8: Install Plug-In to Append InForce AB Active Records ........................................................ Task 9: Implement Customized Report ........................................................................................... Task 10: InForce AB Solution Functional Testing and Validation .................................................... Task 11: INFORCE AB Production Cutover .................................................................................... Task 12: InForce Technical/User Training and Documentation ...................................................... Task 13: Provide External Agency ................................................................................................... Deliverable Acceptance Approach ...................................................................................................... 3 3 .....3 3 4 .......4 4 5 5 5 .......7 7 7 8 ...11 ...12 13 14 14 16 16 16 .18 20 22 22 22 23 23 24 24 .....25 25 26 26 28 .28 28 29 29 29 30 30 30 31 31 32 33 34 .....36 37 39 40 Visiphor Corp. Version 1.0 PROJECT DETAILS NAME AND DATES Project Name: Santa Ana Police Department InForce Arrest and Booking (InForce AB) Deployment Project Number: Est. Close Date: June 2006 Actual Close Date: Est. Project Start Date: September, 2006 Est. Project End Date: TBD VISIPHOR CONTACT INFORMATION Project Manager: To be assigned by Visiphor Phone/E-mail: PMO Contact: Arnold Litzenberger, PMO Leader phonelE-mail: (604) 684-2449 x277 Arnold. Litzen berger(c)visiphor. com Visiphor Project Sponsor: Jame Healy, VP Consulting Services Phone/E-mail: (604) 629-0891 x102 Jame. Healv(a~visiohor. com CLIENT CONTACT INFORMATION Client: Santa Ana Police Department Contact(s): Name: Phone/E-mail: Title: Project Manager Ken Gominsky Office: (714) 245-8040 Cell: (714) 245-8040 E-Mail: KgominskyCd?ci.santa-ana.ca.us Police Sergeant Visiphor Corp. Page 3 of 41 Version 1.0 GENERAL INFORMATION The following Statement of Work (SOW) defines the principal activities and responsibilities of all parties for the implementation and integration of aPre-Booking system provided by Visiphor Corporation (herein after referred to as "Visiphor") to support the Santa Ana Police Department (herein after referred to as "Santa Ana PD") booking system. Visiphor will supply the following components: SOFTWARE DELIVERY • InForce Arrest and Booking software system (InForce AB) including o InForce AB Capture and Retrieval Site License (unlimited capture stations and Facial Recognition) o InForce AB Client (with Facial Recognition) and Client License o InForce AB Server and Server License (including the InForce AB Database) • Briyante Integration Environment (BIE) including o Briyante Integration Server (BIS) and BIS License • External Agency Access o An implementation focus session will be required to finalize this piece. The assumption is that the InForce AB client will be used for external agency access. Any additional scope will need to be agreed to by Santa Ana and Visiphor. Software versions will be defined as the most current version at the time of installation SERVICES AND INTERFACES DELIVERY • Mapping and Intertace to Abbey Group JCMS o Push to JCMS from InForce AB through a JCMS Web Service o Push from JCMS to InForce AB through an InForce AB Web Service o Query JCMS through a JCMS Web Service • Mapping and Intertace to Orange County CLETS o Query CLETS through an existing CLETS interface • Mapping and Interface to CAD o Query CAD through an existing CAD intertace • Mapping and Interface to CopLink o Query CopLink through an existing CopLink Web Service • Mapping and Interface to CMS o Query CMS through an existing CMS intertace • Mapping and Interface to RWM o InForce AB Web Service to allow RWM to pull InForce AB data • Mapping and Intertace to LiveScan o Push to LiveScan through an existing LiveScan interface • Permission and security setup • Mapping and conversion from existing Imageware Booking System data to InForce AB Visiphor Corp. Page 4 of 41 Version 1.0 • Project Management o Oversee entire project and communicate with Santa Ana PD o Travel included for 1 Project Manager to travel to Santa Ana PD fora 4 day trip • Training on InForce AB, Admin and Report Writing o Deliver training as outlined in this SOW o Travel included for 1 Trainer to travel to Santa Ana PD fora 3 day trip • Implementation Services o Discover, implement and test mappings and plug-ins as outlined in this SOW o Travel included for 2 Implementation Service experts to travel to Santa Ana PD twice each, for 4 days per trip per person • 24/7 Annual Support for one year following completion of this project. CUSTOM SOFTWARE DELIVERY • InForce AB plug-in to export new pre-booking records to JCMS • InForce AB plug-in to export pre-booking records to LiveScan • InForce AB plug-in to append records with CAD and CLETS data • Customized Reports specifically mentioned and included in this SOW NOT INCLUDED • Single Digit Fingerprint Reader • Mag Stripe Card Reader (such as Driver's License) • Software Upgrades • Additional interface connections not outlined in this SOW • Hardware andlor Hardware Upgrades • 3rd Party Software Licensing and/or Support • 3rd Party Vendor Connector costs or other 3rd party costs or fees • Customized Reports not outlined in this SOW • Onsite resources, except for the travel outlined in this SOW • Any item not specifically mentioned in this SOW No deviation from this SOW will be allowed without written consent from the Visiphor and Santa Ana PD Project Managers. Nevertheless, both parties recognize that projects of this magnitude will likely encounter various unforeseeable events that may cause tasks to overlap or change, and such change will be permissible with the approval of both Visiphor and Santa Ana PD Project Managers. This SOW is contingent upon both Visiphor and Santa Ana PD fulfilling their respective responsibilities as defined in the Agreement and within this document. ATTACHMENTS The following attachments are included with this SOW: Visiphor Corp. Page 5 of 47 Version 1.0 • TrainingSOWAppendix.doc • ReportsSOWAppendix.doc Visiphor Corp. Page 6 of 41 Version 1.0 GENERAL PROJECT MANAGEMENT RESPONSIBILITIES Project Management provided by Santa Ana PD and Visiphor is necessary to oversee every task within this project. VISIPHOR RESPONSIBILITIES • Implementation Services and Project Management for the project. • Maintain project communications with Santa Ana's Project Manager. • Manage the efforts of the Visiphor staff and coordinate Visiphor activities with the Santa Ana Project Manager. • Conduct status meetings with Santa Ana's Project Manager on a monthly basis, which may be waived by mutual agreement between Visiphor and Santa Ana. • Conduct weekly telephone status report conversations with Santa Ana's Project Manager. • Provide timely responses, within ten (10) business days, to issues raised by Santa Ana's Project Manager. • Prepare and submit, no later than the fifth business day of each month, a status report that includes: the accomplishments of the previous month, activities planned for the current month and an update to the project schedule in Microsoft Project 2003 format. • Prepare and submit project Change Proposals to Santa Ana's Project Manager as necessary. • Prepare and submit Task Completion Letter(s) to Santa Ana's Project Manager as necessary. • Coordinate with Abbey Group representatives as necessary. • Create a requirements traceability document that must be agreed to and signed by both parties SANTA ANA PD RESPONSIBILITIES • Maintain project communications with the Visiphor Project Manager. • Manage the efforts of Santa Ana staff and coordinate Santa Ana activities with the Visiphor Project Manager. • The Project Manager must ensure that their personnel have ample time, resources, and expertise to carry out their respective tasks and responsibilities. • Conduct status meetings with Visiphor's Project Manager on a monthly basis, which may be waived by mutual agreement between Visiphor and Santa Ana. • Conduct weekly telephone status report conversations with Visiphor's Project Manager. • Provide timely responses, within ten (10) business days, to issues raised by the Visiphor Project Manager. • Liaison with all Santa Ana provided third-party vendors and associated systems. • Ensure acceptable Change Orders are approved by authorized signature(s). • Ensure acceptable Task Completion Letter(s) are approved by the Project Manager or designee. • Ensure timely payment of invoices, as per payment schedule. • Ensure Visiphor remote connectivity access to server and network equipment on a 24x7 basis, with pre-authorization, if required. • Provide on site workspace for Visiphor personnel for on site visits as reasonably requested. • Support and provide network, hardware and related infrastructure platforms for testing and production environments. • Provide Technical Subject Matter Experts for network, hardware and related infrastructure components that impact the deployment of InForce AB and related intertaces. • Participate in decision making throughout the project. • Remove any political roadblocks. • Ensure that networking is available and that sufficient bandwidth is available to perform required tasks. • Ensure that hardware is sufficient, based on minimum standards provided by Visiphor. • Participate in the creation of the requirements traceability document Visiphor Corp. Page 7 of 41 Version 1.0 • Sign off on the requirements traceability document in a timely basis before implementation and delivery begin SUCCESS INDICATORS • Installed InForce AB and BIE application components. • Conversion completion of legacy data to InForce AB. • Interfaces and plug-ins completed, installed and tested. • Completed Client personnel training to use InForce AB. Visiphor Corp. Page 8 of 41 Version 1.0 HARDWARE AND SOFTWARE REQUIREMENTS It is the responsibility of the Santa Ana Police Department to obtain the required Hardware and 3ftl Party Software outlined in this section. Visiphor will not purchase or maintain the Hardware and 3rtl Party Software listed in this section. INFORCE AB/BIE SERVER ENVIRONMENT GUIDELINES (As of June 1, 2006, Subject To Change) Understandings The load level cannot be determined before setup of the basic server configuration can be performed. • The server configuration may change depending on the usage statistics for any given site. If the given site is experiencing a heavy usage load (i.e. more than 250 users, 25 concurrent), it may be required to configure additional servers (a cluster environment) for the "BIE" or "Microsoft SQL Server" servers, to balance the load at peak times. Visiphor recommends the following configuration to support the users (250 users - 25 concurrent) and interfaced applications outlined in this statement of work. 3 Separate servers (configured as shown below) to optimize performance: • InForce AB/BIE Server • IIS/UDDI Sever • MICROSOFT SQL SERVER RECOMMENDED HARDWARE CONFIGURATIONS (As of June 1, 2006, Subject To Change) INFORCE AB/BIE SERVER (MINIMUM REQUIREMENTS): • RAM 4 GB • 3.0+GHz, 1 MB CACHE, DUAL PROCESSOR, 667MHZ FSB • 73 GB HARD DRIVE • MICROSOFT WINDOWS® SERVER 2003 ENTERPRISE EDITION • ALL APPLICABLE SERVICE PACKS AND UPDATES SUPPLIED BY MICROSOFT® IIS/UDDI SERVER (MINIMUM REQUIREMENTS): • RAM 2 GB • 3.0+ GHZ, 1 MB CACHE, DUAL PROCESSOR, 667MHZ FSB • 73 GB HARD DRIVE • MICROSOFT WINDOWS® SERVER 2003 ENTERPRISE EDITION • ALL APPLICABLE SERVICE PACKS AND UPDATES SUPPLIED BY MICROSOFT® MICROSOFT SQL SERVER (MINIMUM REQUIREMENTS): • RAM 4 GB • 3.0+GHz, 1 MB CACHE, DUAL PROCESSOR, 667MHZ FSB • 73 GB HARD DRIVE • MICROSOFT WINDOWS®SERVER 2003 ENTERPRISE EDITION • MICROSOFT SQL SERVERTM 2000 STANDARD EDITION (LATEST SERVICE PACK) • ALL APPLICABLE SERVICE PACKS AND UPDATES SUPPLIED BY MICROSOFT® WORKSTATIONS: Visiphor Corp. Page 9 Version 1.0 • PENTIUM IV 2GHZ PROCESSOR • 512MB RAM • 100 MB FREE SPACE • MICROSOFT WINDOWS®XP STANDARD EDITION (SP 2) • MICROSOFT®.NET FRAMEWORK 2.0 (DOWNLOADED FROM INTERNET) • MICROSOFT® INTERNET EXPLORER 6.X CAPTURE STATION CAMERA (MINIMUM REQUIREMENrs): • USB 2.0 OR FIREWIRE (IEEE 1394) • 800 X 600 RESOLUTION OR BETTER • 20+ FRAMES/SECOND • 24 BIT RGB • AUTO-WHITE BALANCE • AUTO-FOCUS • AUTO-IRIS • AUTO-BACKLIGHT COMPENSATION • ASPHERICAL LENS THAT DOES NOT PRODUCE RADIAL DISTORTION Visiphor Corp. Paga 10 of 41 Version 7.0 EXECUTION PLAN The Task Description responsibilities outlined in each task assume adherents to the items outlined in the General Project Management Responsibilities section. At the conclusion of each task, Visiphor must submit to the Santa Ana Project Manager a task completion letter which articulates each of the requirements of the task that have been fulfilled. Task completion occurs when the Santa Ana Project Manager signs the task completion letter(s). Tasks are not listed in the expected order of completion. Visiphor Corp. Page 11 of 41 Version 1.0 TASK 1-A: PROJECT KICK OFF OBJECTIVE Establish project schedules and procedures. TASK DESCRIPTION The project will be initiated by all key Santa Ana PD and Visiphor project participants. The project initiation meeting outcome includes: • Introduction of all key participants • Review participant roles • Establish communication chain • Establish project action item log process • Review agreed requirements and objectives • Review resource and scheduling requirements • Review and collect interface data • Discuss and develop project schedule RESPONSIBILITIES Visiphor Responsibilities • Visiphor will attend a mutually agreed upon meeting on a specified date/time at Santa Ana PD Facility and produce required documentation • Visiphor works with Santa Ana personnel in designing and approving of the format of an action item log. The purpose of the log is to identify outstanding issues, provide continual status updates on specific tasks and to identify responsibilities of the parties. • Visiphor will review with Santa Ana personnel the identified implementation tasks, priorities, inter-dependencies, required resources and other requirements needed to establish the final Project Schedule. • Prepare the final Project Schedule document and deliver it to Santa Ana personnel. • Review the Project Schedule with Santa Ana personnel and make changes and/or corrections that are mutually agreed upon. • Conduct a Business Process Review (BPR) Interface Analysis Santa Ana PD Responsibilities • Santa Ana will attend a mutually agreed upon meeting on a specified date/time at Santa Ana PD Facility and produce required documentation • Santa Ana personnel will analyze (with Visiphor project personnel) the identified requirements and make such implementation decisions as are reasonably required to finalize the Project Visiphor Corp. Page 12 of 41 Version 1.0 Schedule. • Santa Ana personnel will review the final Project Schedule and identify in writing any specific deficiencies found within ten (10) business days. • Assist Visiphor in conducting a BPR Interface Analysis COMPLETION CRITERIA • The Project Kickoff meeting has been held • Key Visiphor participants have been introduced at the Kickoff Meeting with contact information provided • Santa Ana PD participants have been introduced at the Kickoff Meeting with contact information provided • The Final Project Schedule has been established between Santa Ana and Visiphor. • Status Reporting, Issues, Changes and Decisions management process agreed upon and an action item log has been established. TASK 1(B): REVIEW HARDWARE REQUIREMENTS AND CONDUCT A SITE SURVEY OBJECTIVE Visiphor reviews and understands the hardware requirements for Santa Ana PD. TASK DESCRIPTION Visiphor will confirm the Santa Ana PD hardware and software production and testing environments. Visiphor and Santa Ana PD technical teams will set a course of action for testing InForce AB and associated software in the Santa Ana PD environment. RESPONSIBILITIES Visiphor Responsibilities • Visiphor, with assistance from Santa Ana PD will conduct a: o Legacy System, Network Architecture and Environment Analysis o Current Use and Requirements Analysis o Site review for infrastructure design that includes: • Identification of any special space requirements • Functional system diagram, showing at a high level what Visiphor subsystems go on what server(s) Santa Ana PD Responsibilities • Santa Ana, will assist Visiphor in conducting a: Legacy System, Network Architecture and Environment Analysis Current Use and Requirements Analysis Visiphor Corp. Page 13 of 41 Version 1.0 o Site review for infrastructure design that includes: • Identification of any special space requirements • Functional system diagram COMPLETION CRITERIA Visiphor has defined the details of Santa Ana PD's hardware and software platforms, environment, architecture and network in a site plan which has been approved by Santa Ana personnel • Testing schedule for Visiphor to test solutions in Santa Ana PD's environment TASK 1(C~: TEST TERMINAL SERVICES ENVIRONMENT OBJECTIVE Test InForce AB and Visiphor solution in the Santa Ana Terminal Services Environment TASK DESCRIPTION Simulate the Terminal Service working environment in Santa Ana to test InForce AB RESPONSIBILITIES Visiphor Responsibilities • Visiphor will test the system and make changes if necessary, and within reason, to allow InForce AB to function correctly in the Terminal Services environment Santa Ana Responsibilities • Santa Ana PD will provide testing facilities and support for testing COMPLETION CRITERIA • Report the results of the InForce AB testing • User can use InForce AB to accomplish necessary tasks in the Terminal Services environment (or alternate solutions between Santa Ana PD and Visiphor have been agreed upon) TASK 1(D): TEST SANTA ANA ENVIRONMENT (NOT JUST TERMINAL $ERVICES) OBJECTIVE Test InForce AB and Visiphor solution in the Santa Ana Environment. This may include Terminal Services, but also includes entire system. TASK DESCRIPTION Simulate the Santa Ana work environment to test the Visiphor solution. Visiphor Corp. Page 14 of 41 Version 1.0 RESPONSIBILITIES Visiphor Responsibilities • Visiphor will work with Santa Ana PD to specify a Test Validation Plan in which to test TSS an ensure TSS meets InForce AB requirements • Visiphor will execute the Test Validation plan in cooperation with SAPD Santa Ana Responsibilities • Santa Ana PD will ensure the Hardware and 3rtl Party Software required for InForce AB to run as built is available, as outlined in this SOW • Santa Ana PD will provide testing facilities and support • Santa Ana PD will work with Visiphor to specify a Test Validation Plan in which to test TSS an ensure TSS meets InForce AB requirements • SAPD will execute the Test Validation plan in cooperation with Visiphor • Santa Ana PD will work with Visiphor to specify a Test Validation Plan in which to test TSS an ensure TSS meets InForce AB requirements. COMPLETION CRITERIA • Visiphor will report the results of the InForce AB testing • Visiphor will develop a Test Validation Plan • Have a working environment upon which the InForce AB system may be installed and used as specified in this SOW wsipnor corp. Page 15 of 41 Version 1.0 TASK 2: SOFTWARE INSTALLATION AND CONFIGURATION TASK 2(A): SOFTWARE INSTALLATION OBJECTIVE Install and configure all InForce AB and BIE software TASK DESCRIPTION Install software that is required for InForce AB to run and display valid data. RESPONSIBILITIES Visiphor Responsibilities • Visiphor will provide InForce AB and BIE software as outlined in this SOW • Visiphor will install, set up and provide licensing for all Visiphor software • Visiphor will deploy InForce AB Web Services Santa Ana Responsibilities • Santa Ana PD will provide all hardware required • Santa Ana PD will provide all 3rd party software required COMPLETION CRITERIA • All Visiphor software has been installed tested and demonstrated in "As-Built" status TASK 2(B): PERFORM CONFIGURATION, SET ADMINISTRATION SETTINGS, PERMISSIONS AND SECURITY ACCESS LEVELS OBJECTIVE Visiphor's IFAB as-built software will be configured by way of administrative settings, application permissions and administrator applied security access levels for deployment. TASK DESCRIPTION Santa Ana PD and Visiphor will determine user and permission levels. Users will have different levels of data access and user permissions in InForce AB based on the group they are in. RESPONSIBILITIES Visiphor Responsibilities • Visiphor, in partnership with Santa Ana PD, will configure group permissions within InForce AB • Visiphor in partnership with Santa Ana PD, will configure InForce AB after determination of groups and permission levels • Visiphor in partnership with Santa Ana PD, will configure Windows Groups Visiphor Corp. Page 16 of 41 Version 1.0 • Visiphor in partnership with Santa Ana PD, will configure InForce AB users to the Windows Groups for use within InForce AB • Visiphor in partnership with Santa Ana PD will configure administrative settings for InForce AB Clients and Server • Visiphor in partnership with Santa Ana PD will configure Charge Codes, ORI and Officer PIN information Santa Ana Responsibilities • Santa Ana PD in partnership with Visiphor, will establish groups and permission levels • Santa Ana PD in partnership with Visiphor, will establish Windows Groups • Santa Ana PD in partnership with Visiphor, will establish InForce AB users to the Windows Groups • Santa Ana PD in partnership with Visiphor will establish administrative settings for the InForce AB Clients and Server • Santa Ana PD will provide Visiphor with Charge Codes, ORI and Officer PIN information COMPLETION CRITERIA • Visiphor and Santa Ana PD will ensure that all permissions, administration and security levels are set as required in the "Set Administration Settings, Permissions and Security Access Levels" task • Users logging into InForce AB Client will be recognized by way of their Santa Ana based network identity. • Users will only have access to the data and actions within InForce AB client that their group permission levels allow, including limiting juvenile record access • The choices for user groups and permission levels have been pre-set by the InForce AB product • InForce AB Client and Server settings are set • Tables and local settings are in place Visiphor Corp. Page 17 of 41 version 7.0 TASK 3: CONVERSION OF IMAGEWARE BOOKING SYSTEM OBJECTIVE Transfer data from the existing Imageware Booking System to InForce AB System. TASK DESCRIPTION Move Imageware data to InForce AB Database using BIE. (Data may need to be transferred 2-3 times over a period of 2-3 months) RESPONSIBILITIES Visiphor Responsibilities • With Santa Ana assistance, Visiphor will analyze existing Santa Ana source data to determine its compatibility with the database structures in InForce Application(s), and to determine the viability of its conversion and use within the InForce environment. • Visiphor will develop and deliver a Data Conversion Plan. The Plan will identify which data sources are to be converted and any detected data mapping issues or exceptions. • Visiphor will create data transfer mappings to copy data from Imageware to InForce AB using BIE • Visiphor will run the data transfer with assistance from Santa Ana PD in the production environment • Visiphor will batch encode all mugshots - • Visiphor will provide data cleansing techniques and conversion iterations within the limits of BIE. Once provided SAPD will receive training to ensure manual repair of badly encoded mugshots can occur • The data transfer will occur on acity-defined schedule. Santa Ana Responsibilities • Santa Ana PD will coordinate with Visiphor and the Imageware Vendor to determine what data must be transferred • Santa Ana PD will support Visiphor in performing full conversion development and testing prior to production environment transfer by providing hardware and software platforms, subject matter experts and reviewing test results • Santa Ana PD will coordinate with Visiphor and the Imageware Vendor to determine what data must be transferred • Santa Ana PD will manually repair any badly encoded mugshots • Santa Ana PD will test transferred production data for accuracy • Santa Ana PD and Visiphor must understand that the conversion process is difficult to predict and make schedule and resource allowances as needed. • The data transfer will occur on achy-defined schedule. COMPLETION CRITERIA • Legacy system Imageware data is available in the InForce AB Database. Visiphor Corp. Page 18 of 41 Version 1.0 • Imageware mugshots are encoded and available in InForce AB Database. • Visiphor has returned the source data. • Visiphor and Santa Ana personnel have mutually agreed upon a plan for corrective action for resolvable problems that arose during the data conversion run. • Santa Ana personnel have confirmed the completion of data transference. Visiphor Corp. Page 19 of 41 Version 1.0 TASK 4: IDENTIFY INTERFACES/PLUG-INS AND DEFINE DEVOLOPMENT PLAN OBJECTIVE Identify all interfaces and plug-ins. Once defined a comprehensive plan outlining both Santa Ana and Visiphor responsibilities will be developed and documented. Timelines will be updated in the SOW Timeline document. TASK DESCRIPTION Identify All Interfaces: • Intertace to JCMS • Interface to CAD • Interface to CMS • Interface to RWM • Interface to CopLink • Intertace to CLETS • Intertace to LiveScan • Push data from InForce AB to JCMS through a JCMS Web Service • Push data from JCMS to InForce AB through an InForce AB Web Service • Query JCMS through a JCMS Web Service Identify All Plug-ins: • Plug-in Export to JCMS • Plug-in Export to LiveScan • Plug-In to append InForce AB records utilizing CMS, CLETS, CopLink and/or CAD data RESPONSIBILITIES Visiphor Responsibilities • Visiphor will Identify all interfaces and plug-in's as they relate to InForce AB • Visiphor will identify and articulate all functionalities applied to each intertace and plug-in as they relate to InForce AB • Visiphor, in partnership with Santa Ana will develop a written document agreed to by both parties outlining specific tasks for completion of all interface and plug-in work here-in referred to as the Intertace Development Plan Visiphor Corp. Page 20 of 41 Version 7.0 Santa Ana Responsibilities • Santa Ana will Identify all interfaces and plug-in's as they relate to InForce AB • Santa Ana will identify all necessary functionalities applied to each interface and plug-in as they relate to InForce AB • Santa Ana, in partnership with Visiphor will develop a written document agreed to by both parties outlining specific tasks for completion of all interface and plug-in work here-in referred to as the Interface Development Plan COMPLETION CRITERIA Identify all interfaces and plug-ins. Once defined a comprehensive plan outlining both Santa Ana and Visiphor responsibilities will be developed and documented. Mutually agreed upon timelines will be updated in the Project Schedule. • All interfaces and plug-ins have been identified by Visiphor. • Visiphor has documented the mutually agreed upon functionality of all interfaces and plug-ins., • Both parties have developed a mutually agreed upon interface/plug in development document. Visiphor Corp. Page 21 of 41 Version 1.0 TASK 5: DEVELOP PLUG-IN AND INTERFACES OBJECTIVE Develop all plug-ins and interfaces outlined in the Interface/Plug-in Development Document TASK 5(A): DEVELOP AND TEST JCMS INTERFACE OBJECTIVE Develop process to pass data between JCMS and InForce AB TASK DESCRIPTION Visiphor will create interface and mappings to: • Push data from InForce AB to JCMS through a JCMS Web Service • Push data from JCMS to InForce AB through an InForce AB Web Service • Query JCMS through a JCMS Web Service RESPONSIBILITIES Visiphor Responsibilities • Visiphor will coordinate with JCMS Vendor to enable a web service that allows BIE to push and query (pull) data with the JCMS • Visiphor will provide a Web Service that allows the JCMS to push data into InForce AB using BIE • Visiphor will implement the data transfer mappings to and from the Web Services on the InForce AB side using BIE • Visiphor will test the data transfer mappings it has implemented. Santa Ana Responsibilities • Santa Ana will coordinate with the JCMS Vendor and the Visiphor Implementation team to document the data to be shared. • Santa Ana personnel will verify the completion of all data transfers and mapping. COMPLETION CRITERIA • City defined InForce AB data can be pushed to the JCMS using BIE • City defined JCMS data can be pushed to InForce AB Database using BIE • City defined JCMS data can be queried using BIE TASK S(B): DEVELOP AND TEST CAD INTERFACE OBJECTIVE Query CAD data using BIE Visiphor Corp. Page 22 of 41 Version 1.0 TASK DESCRIPTION Allow CAD data to be queried using a BIE dataflow RESPONSIBILITIES Visiphor Responsibilities • Visiphor will implement the query mappings in BIE to query CAD • Visiphor will test the query mappings it implemented Santa Ana Responsibilities • Santa Ana PD will coordinate with Positron to provide an interface that will allow BIE to query CAD COMPLETION CRITERIA • CAD data can be queried using BIE TASK 5 (CJ: DEVELOP AND TEST CMS INTERFACE OBJECTIVE Query CMS data using BIE TASK DESCRIPTION Allow CMS data to be queried using a BIE dataflow RESPONSIBILITIES Visiphor Responsibilities • Visiphor will implement the query mappings in BIE to query CMS • Visiphor will test the query mappings it implemented Santa Ana Responsibilities • Santa Ana PD will coordinate with the CMS Vendor to provide an interface that will allow BIE to query CMS COMPLETION CRITERIA • CMS data can be queried using BIE TASK 5(D~: DEVELOP AND TEST RWM INTERFACE OBJECTIVE Allow RWM to pull InForce AB data Visiphor Corp. Page 23 of 41 Version 1.0 TASK DESCRIPTION Create a Web Service that the RWM can call to obtain InForce AB data RESPONSIBILITIES Visiphor Responsibilities • Visiphor will implement a Web Service that can be called by the RWM to obtain InForce AB data • Visiphor will test the Web Service with the RWM Team Santa Ana Responsibilities • Santa Ana will, with the RWM Team, and Visiphor to discover the data to be pulled from InForce AB by the RWM. COMPLETION CRITERIA • A Web Service that returns data relevant to the RWM. • The scope of the Web Services made available by Visiphor to access InForce AB data must be kept within a reasonable limit. TASK $(E~: DEVELOP AND TEST COPLINK INTERFACE OBJECTIVE Query CopLink data using BIE TASK DESCRIPTION Allow CopLink data to be queried using a BIE dataflow RESPONSIBILITIES Visiphor Responsibilities • Visiphor will implement the query mappings in BIE to query CopLink • Visiphor will test the query mappings it implemented Santa Ana Responsibilities • Santa Ana PD will coordinate with CopLink to provide an interface that will allow BIE to query CopLink COMPLETION CRITERIA • CopLink data can be queried using BIE TASK 5(F~: DEVELOP AND TEST CLETS INTERFACE OBJECTIVE Query CLETS data using BIE Visiphor Corp. Page 24 of 41 Version 7.0 TASK DESCRIPTION Allow CLETS data to be queried using a BIE dataflow RESPONSIBILITIES Visiphor Responsibilities • Visiphor will implement the query mappings in BIE to query CLETS • Visiphor will test the query mappings it implemented Santa Ana Responsibilities • Santa Ana PD will coordinate with CLETS Vendor to provide an interface that will allow BIE to query CLETS COMPLETION CRITERIA • CLETS data can be queried using BIE TASK SSG): DEVELOP AND TEST LIVESCAN INTERFACE OBJECTIVE Push data from the InForce AB database to LiveScan TASK DESCRIPTION Create intertaces and mappings to push data from InForce AB to LiveScan through an existing LiveScan intertace RESPONSIBILITIES Visiphor Responsibilities • Visiphor will implement the data transfer mappings to the LiveScan interface • Visiphor will test the data transfer mappings it implemented Santa Ana Responsibilities • Santa Ana PD will coordinate with LiveScan Vendor to provide an intertace that allows InForce AB data to be pushed to LiveScan COMPLETION CRITERIA • InForce AB data can be pushed to LiveScan TASK $~H): DEVELOP AND TEST PLUG-IN TO EXPORT TO JCMS OBJECTIVE Users will have the ability to export InForce AB data to JCMS from the InForce AB User Interface Visiphor Corp. Page 25 of 41 Version 1.0 TASK DESCRIPTION Create aplug-in that allows users to send InForce AB data to the JCMS. The plug-in can be manually called by users in InForce AB User Interface. The data sent to the JCMS is determined in the "Discover, Implement and Test JCMS Intertace" task. RESPONSIBILITIES • Visiphor writes the plug-in to allow the user to send data to JCMS • Visiphor uses the BIE dataflow created in the "Discover, Implement and Test JCMS Interface' task to allow the plug-in to send data to the JCMS COMPLETION CRITERIA • InForce AB User Interface allows the user to export pre-defined data from a record to the JCMS TASK 5(I): DEVELOP AND TEST PLUG-IN TO EXPORT TO LIVESCAN OBJECTIVE Users will have the ability to export InForce AB data to LiveScan from the InForce AB User Interface TASK DESCRIPTION Create aplug-in that allows users to send InForce AB data to LiveScan. The plug-in can be manually called by users in InForce AB User Interface. The data sent to the LiveScan is determined in the "Discover, Implement and Test LiveScan Intertace" task. RESPONSIBILITIES • Visiphor writes the plug-in to allow the user to send data to LiveScan • Visiphor uses the BIE dataflow created in the "Discover, Implement and Test LiveScan Intertace" task to allow the plug-in to send data to the LiveScan COMPLETION CRITERIA • The InForce AB User Interface allows the user to export pre-defined data from a record to LiveScan TASK 5(J): DEVELOP AND TEST PLUG-IN(S) TO APPEND INFORCE AB ACTIVE RECORDS OBJECTIVE Users can append data from CAD, CopLink, JCMS, CMS and CLETS to existing InForce AB records using the InForce AB User Interface. TASK DESCRIPTION Set up a method on the User Intertace that allows users to append CAD, CopLink, JCMS, CMS and CLETS data to existing records. CAD, CopLink, JCMS, CMS and CLETS data that can be used to append records is determined in Task 4: Identify Interfaces/Plug-ins and define development plan Visiphor Corp. Page 26 of 41 Version 1.0 RESPONSIBILITIES • Visiphor and Santa Ana PD will determine what data from CAD, CopLink, JCMS, CMS and CLETS can be appended to active InForce AB records. • Visiphor will create aplug-in that allows users to append CAD, CopLink, JCMS, CMS and CLETS data to existing records COMPLETION CRITERIA • Users can append pre-defined CAD, CopLink, JCMS, CMS and CLETS data to InForce AB records from the User Intertace Visiphor Corp. Page 27 of 41 Version 1.0 TASK s: INSTALL PLUG-INS OBJECTIVE Visiphor successfully installs plug-in functionality as agreed upon in the Interface Development Document used to establish plug-in functionality in both: Task 5(h): Develop and test Plug-In to Export to JCMS Task 5(i): Develop and test Plug-In to Export to LiveScan TASK 6(A): INSTALL EXPORT TO JCMS PLUG-IN OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested Export to JCMS Plug-In. TASK DESCRIPTION Visiphor either through remote or on-site access installs completed Export to JCMS Plug-In RESPONSIBILITIES • Visiphor installs plug-in to allow the user to send data to JCMS • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to export pre-defined data from an, InForce AB record into the JCMS system TASK 6(B): INSTALL EXPORT TO LIVESCAN PLUG-IN OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested Export to LiveScan Plug-In. TASK DESCRIPTION Visiphor either through remote or on-site access installs completed Export to LiveScan Plug-In RESPONSIBILITIES • Visiphor installs plug-in to allow the user to send data to LiveScan • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to export pre-defined data from an, InForce AB record into the LiveScan system Visiphor Corp. Page 28 of 41 Version 1.0 TASK 7: INSTALL INTERFACES OBJECTIVE Visiphor successfully installs intertace functionality as agreed upon in the Intertace Development Document used to establish interface functionality in all listed interfaces: Task 5(a): Develop and Test JCMS Interface Task 5(b): Develop and Test CAD Intertace Task 5(c): Develop and Test CMS Interface Task 5(d): Develop and Test RWM Interface Task 5(e): Develop and Test CopLink Interface Task 5(f): Develop and Test CLETS Interface Task 5(g): Develop and Test LiveScan Interface TASK 7(A): INSTALL JCMS INTERFACE OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested JCMS interface TASK DESCRIPTION Visiphor either through remote or on-site access installs completed JCMS Interface RESPONSIBILITIES • Visiphor installs interface to allow end users to interface with JCMS • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to intertace with the JCMS TASK 7(B): INSTALL CAD INTERFACE OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested CAD intertace TASK DESCRIPTION Visiphor either through remote or on-site access installs completed CAD Intertace RESPONSIBILITIES • Visiphor installs interface to allow end users to intertace with CAD • SAPD provides onsite assistance with installation as needed Visiphor Corp. Page 29 of 41 Version 1.0 COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to interface with the CAD TASK 7(C): INSTALL CMS INTERFACE OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested CMS interface TASK DESCRIPTION Visiphor either through remote or on-site access installs completed CMS Interface RESPONSIBILITIES • Visiphor installs intertace to allow end users to interface with CMS • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Intertace allows end users to interface with the CMS TASK 7(D): INSTALL RWM INTERFACE OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested RWM interface TASK DESCRIPTION Visiphor either through remote or on-site access installs completed RWM Intertace RESPONSIBILITIES • Visiphor installs interface to allow end users to interface with RWM • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to interface with the RWM TASK 7(E): INSTALL COPLINK INTERFACE OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested COPLINK intertace TASK DESCRIPTION Visiphor either through remote or on-site access installs completed COPLINK Interface Visiphor Corp. Page 30 of 41 Version 1.0 RESPONSIBILITIES • Visiphor installs interface to allow end users to interface with COPLINK • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to interface with the COPLINK TASK 7(F): INSTALL CLETS INTERFACE OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested CLETS interface TASK DESCRIPTION Visiphor either through remote or on-site access installs completed CLETS Interface RESPONSIBILITIES • Visiphor installs intertace to allow end users to intertace with CLETS • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to intertace with the CLETS TASK 7(G): INSTALL LIVESCAN INTERFACE OBJECTIVE Visiphor successfully installs into as built InForce AB software predefined and tested LIVESCAN intertace TASK DESCRIPTION Visiphor either through remote or on-site access installs completed LIVESCAN Interface RESPONSIBILITIES • Visiphor installs intertace to allow end users to interface with LIVESCAN • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to interface with the LIVESCAN Visiphor Corp. Page 31 of 41 Version 1.0 TASK 8: INSTALL PLUG-IN TO APPEND INFORCE AB ACTIVE RECORDS OBJECTIVE Visiphor successfully installs plug-in functionality as agreed upon in the Interface Development Document used to establish plug-in functionality in: Task 5Q): Develop and test Plug-In to Append InForce AB Active Records TASK DESCRIPTION Visiphor either through remote or on-site access installs completed Export to JCMS Plug-In RESPONSIBILITIES • Visiphor installs plug-in to allow end users to append CAD, CopLink, JCMS, CMS and CLETS data to existing InForce AB records. • SAPD provides onsite assistance with installation as needed COMPLETION CRITERIA • Following successful installation Visiphor demonstrates that the InForce AB User Interface allows end users to append CAD, CopLink, JCMS, CMS and CLETS data to existing InForce AB records. wsipnor corp. Page 32 of 47 Version 1.0 TASK 9: IMPLEMENT CUSTOMIZED REPORT OBJECTIVE Allow InForce AB users to view a report that provides a summary of all the records that have been exported to JCMS that the JCMS has not returned to InForce AB TASK DESCRIPTION Create a report that can be called from within the InForce AB User Interface that lists all of the records sent, but not returned from JCMS RESPONSIBILITIES • Santa Ana PD and Visiphor will determine relevant data from each record not returned to be displayed in the report. • Visiphor will create the customized report • Visiphor will set up InForce AB so that the report can be called upon from the User Interface COMPLETION CRITERIA • InForce AB user can generate a report that lists all records sent but not returned from the JCMS • All provided reports are referenced within the "Reports Appendix" visipnor i;orp. Page 33 of 41 Version 1.0 TASK 10: INFORCE AB SOLUTION FUNCTIONAL TESTING AND VALIDATION OBJECTIVE Perform functional tests on InForce AB TASK DESCRIPTION Demonstrate the applicable functions and features of InForce AB as defined in the InForce AB specification documents. Santa Ana staff will perform functional testing of the InForce AB subsystem. RESPONSIBILITIES Visiphor Responsibilities • Utilize Visiphor's RFP response and the system acceptance test plan as a guideline for all InForce AB functional testing. • Certify all applicable software and subsystems as ready for functional testing. • Review any discrepancies in functionality identified by Santa Ana. • Software or documentation shall be corrected prior to InForce AB Final Certification as needed to correct the discrepancies as identified. • Test the baseline functionality of the InForce AB subsystem according to an agreed upon set of testing scenarios. • Visiphor will ensure InForce AB and BIE work as specified in as-built documentation Santa Ana Responsibilities • Generate production data files needed for functional testing. • Document each discrepancy between the InForce AB subsystem functionality and the RFP response and the system acceptance test plan material. • Work with Visiphor to identify the type of correction needed to ensure that the subsystem conforms to the testing criteria. • Will ensure all systems and all 3r° party systems are working correctly • Will ensure 3rtl party vendors will assist in testing and modifying configurations as required to ensure the InForce AB system is functioning as designed • Will perform load and functionality tests on all equipment, vendor solutions and applicable software prior to InForce AB functional testing • Visiphor will ensure InForce AB and BIE work as specified in as-built documentation • Santa Ana PD will pertorm functional testing as defined in the specification documents and Santa Ana's configuration requirements. Visiphor Corp. Page 34 of 41 Version 1.0 COMPLETION CRITERIA This task is considered complete when InForce AB has been demonstrated to operate in accordance with the Visiphor RFP response; the prior task items in the Statement of Work and the system acceptance test plan criteria. Visiphor Corp. Page 35 of 41 Version 1.0 TASK 11: INFORCE AB PRODUCTION CUTOVER OBJECTIVE Place InForce AB into Production Operation. TASK DESCRIPTION Once Functional and Integration testing are complete, Visiphor will certify the InForce AB system as operational and ready for production operation and assist Santa Ana in placing the subsystem into productive use. Visiphor personnel may be on site for pre-live cut and post-live cut support. Visiphor personnel will fine-tune the InForce AB software application for optimal performance. After live cut, a 30- day reliability test period will begin. RESPONSIBILITIES Visiphor Responsibilities Assist Santa Ana staff in placing InForce AB into a production status. Monitor the initial operation of InForce AB and answer any operational questions raised by Santa Ana. Assist the training staff in utilizing the system and the computer operations staff in supporting the subsystem. Santa Ana Responsibilities Place the software into production within five (5) calendar days following certification and begin operational use in consultation with Visiphor and in accordance with the Project Schedule. COMPLETION CRITERIA This task is considered complete when INFORCE AB is placed into production operation. Page 36 of 41 Version 1.0 TASK 12: INFORCE TECHNICAUUSER TRAINING AND DOCUMENTATION 08JECTIVE Conduct InForce AB technical and user training. TASK DESCRIPTION A full-scale training program will be developed and scheduled exclusively for Santa Ana and then conducted to thoroughly train Santa Ana training personnel on the use of the InForce AB system and Santa Ana technical personnel on the operation and support of InForce AB system per Attachment A-5. The City will receive at least 3 days of training (user and technical combined). One (1) set of user and technical documents will be provided for each installed system. The training will be provided by members of Visiphor's training staff (unless some other arrangement is made by mutual agreement of Visiphor and Santa Ana). RESPONSIBILITIES Visiphor Responsibilities • Provide InForce AB training for Santa Ana Technical and Training staff members for all installed InForce AB software, as defined in the attached training plan and on a mutually agreed to schedule. • Provide one (1) complete set of printed training materials in the form of reproducible black & white masters and machine-readable documents in Microsoft Word 2000 or higher format, based upon Visiphor's documentation standard at the time of delivery. Documentation may not be password protected. • Provide standard in-product InForce AB help documentation • Allow Santa Ana to videotape any training class for the purpose of presentation to future Santa Ana training classes. • The number and duration of training classes to be provided are defined in the attached Training Plan. Santa Ana Responsibilities • Designate and assign personnel to receive training in groups not to exceed the class size listed in the training plan. • Santa Ana will provide the necessary classrooms, facilities, materials, copies of documentation, networks and lines to data terminals, personal computers and PC operating system software, and related equipment to support training classes. This includes one full-function workstation per student, one full-function workstation for the instructor, an LCD, a projection screen, a whiteboard and connectivity to the server. • Provide suffcient copies of the documentation supplied by Visiphor to support all students in the training classes. • Ensure that appropriate Santa Ana Training personnel and system administrators are available to actively participate in the scheduled training programs. • Ensure that Santa Ana personnel the receive Visiphor training are proficient in the use of Microsoft Windows functionality. Visiphor Corp. Page 37 of 41 Version 1.0 Provide any desired video taping equipment and services for the purpose of taping training classes for the purpose of future training of Santa Ana staff. • Assume responsibility for travel and per diem expenses for Santa Ana staff for any off-site training classes selected by Santa Ana. COMPLETION CRITERIA This task is considered complete when the scheduled technical and user training installed InForce AB is completed and associated documentation is provided. Visiphor Corp. Page 38 of 47 Version 1.0 TASK 73: PROVIDE EXTERNAL AGENCY OBJECTIVE Allow external agencies to access and download specific InForce AB information via a website. TASK DESCRIPTION Create a method that allows users to pertorm apre-booking functionality from various remote sites. RESPONSIBILITIES • Santa Ana PD will provide the site hosting and site security • Santa Ana PD will provide training to external agency user groups • Visiphor will create a website that allows users to perform apre-booking functionality from various remote sites • Santa Ana PD will support in performing pre-booking from off-sites COMPLETION CRITERIA • External agencies can pertorm pre-booking functions Visiphor Corp. Page 39 of 47 Version 1.0 DELIVERABLE ACCEPTANCE APPROACH Santa Ana PD will appoint a Project Acceptor who is authorized to "sign off' on milestone deliverables and "accept" the solution. The Project Acceptor will participate with the Visiphor Project Manager for the resolution of all issues. The Project Acceptor, along with the Visiphor Project Manager, are responsible for completion and sign off of all testing identified in the Project Plan /Schedule. VISIPHOR is responsible for preparing the Deliverables as described in this Statement of Work. The deliverables will be managed as identified in the Project Plan /Schedule. Upon receipt of a Deliverable, Santa Ana PD will have a defined period within which to review the item ("the Acceptance Period") based on the noted Acceptance Criteria identified in the Project Plan / Schedule and to notify Visiphor in writing of its acceptance or rejection based on its review results and as the Deliverable relates to the Statement of Work scope. If Santa Ana PD has not given notice of rejection within the Acceptance Period, the Deliverable will be deemed to be accepted. Non-Software Deliverable (eg. Documentation and Training) Upon receipt of anon-software Deliverable, Santa Ana PD shall have an Acceptance Period of five (5) business days. Software Deliverable. Upon receipt of a Software Deliverable, Santa Ana PD shall have an Acceptance Period of fifteen (15) business days. For a deliverable to be rejected, the reason for rejection must be documented in writing clearly stating the issue, expected resolution and severity. The Project Acceptor and Project Manager will then meet to discuss the issues and determine an appropriate resolution. Issues will be categorized by Visiphor into severities as follows High -High impact to the project if not corrected. Very important. The issue must be resolved within 30 business days. Medium -The issue does not prevent acceptance, however, it is a condition of acceptance. Conditions may state that the issue be resolved within a specified timeframe mutually agreed upon. Or that some aspect of the issue be resolved before acceptance while another aspect resolved after acceptance. Low -The issue is not required for acceptance and is not a condition of acceptance Upon resolution of the issues affecting acceptance of a deliverable, the deliverable will be resubmitted for acceptance. Again, if a concern is raised, the deliverable may be rejected. The cycle of submission, rejection may only repeat twice. If a third cycle is necessary, the issue must be escalated by the Project Acceptor and Project Management to their respective superiors for resolution. If the Santa Ana PD fails to respond within fifteen (15) business days of the final submission, the submission will be considered accepted. If a deliverable is rejected, the Acceptance period is not extended for issues outside of the reason for rejection. Visiphor Corp. Page 40 of 41 Version 1.0 Glossary Definitions AFR Automated Field Reporting JCMS Abbey Group Consultants, Inc. Jail Corrections Management System software. Interface Hardware and/or software needed to transfer data between JCMS or RMS and other external systems or equipment. Abbey Group Abbey Group Consultants, Inc. RMS Records Management System-separate software application to collect and collate data from the JCMS system and collect additional data entered by users to create a permanent records of events. The RMS is used to generate reports to meet Local, State, and Federal requirements. Santa Ana End user of systems to be installed. SOW The Statement of Work (SOW) defining the tasks and software to be delivered (this document). IFAB Visiphor InForce Automated Booking InForce AB Visiphor InForce Automated Booking LiveScan Automated Fingerprint Capture System CAD Positron Computer Aided Dispatch CMS SRA Case Management System RMW SRA and Santa Ana Police Department co-developed Report Writing Module Coplink KCC Orange County Records Mangement Data Sharing Program CLETS California Law Enforcement Telecommunications System Visiphor Corp. Page 41 of 41 Version 1.0 INFORCE AB REPORTS APPROACH InForce AB supports the following reports: • 4 Mugshots Report • Booking Report • Arrestee Database Report • Fingerprint Report • Mugshot Report • Wanted Poster • 6 Up Photo Lineup Report • Data Lineup Report • Photo Lineup Report • Custom Report: Records not returned from JCMS Note: Reports subject to change based on InForce AB Client version installed. 4 MUGSHOTS REPORT The 4 Mugshots report prints four mugshots of the same arrestee onto a single page. These mugshots can then be divided and shared amongst different officers, for identification purposes when searching for a wanted individual. 4 Mugshots Report BOOKING REPORT The Booking Report is created for each arrestee at the time of their booking. The Booking Report consists of a total of three pages. The first page is for the arrestee, the second page is for jail use, and the third page is for court use. The report itself outlines the basic tombstone data, address details, charges, any identifying marks and any effects that were taken from the individual during the booking process. ~.:- . ~o'"' . _ad__ _ .o_.,. . ~.a. .~...,.... ~~_-- °~~ _ A °"'--- ,, _ ~_ . ~- ~e._o~ .~ M _ - Booking Report ARRESTEE DATABASE REPORT "~" __m.~ .em a_ ...,_,.., '' ~ ' " . ~~ wy ~ -- _ The Arrestee Database Report is used to view asub-list of records that were returned with the search results. An InForce AB user can select some or all of the search results returned and generate the Arrestee Database Report for them. The report indicates the number of records in the list and lists the Last Name, First Name, Incident No and DOB for each record. 6AB -Amsw Dabbu~ R~part FINGERPRINT REPORT Arrestee Database Report The Fingerprint Report is used to print out a fingerprint form, which is pre-populated with the arrestee's data. The jailer or officer would output the report and roll out the arrestee's fingerprints into the designated areas on the form. Since it is now common for agencies to send arrestees to a digital Live Scan machine, this form is intended primarily for police agencies that do not have a Live Scan system in place. Fingerprint Report MUGSROTS REPORT The Mugshots Report allows the user to select a number of records and output their associated mugshots four to a page, until all the records are output. For example, if 18 records are selected, the report would print onto a total of five pages. The fifth page would only have two mugshots on it, but the other four pages would each have four mugshots per page. This report is useful if the officer wishes to output various mugshots of the same arrestee so they can view how their appearance varies over time. WANTED POSTER REPORT The Wanted Poster report allows you to print an arrestee's wanted poster including their mugshot and other related biographical information. WANTED JRIME OIRZ ESEOUR ~~ MdM1S; Surs: iaYWi'. PBepes: Oeuls INEVeIN GMb[[ <usoexgrnngmName~ 6 UP PHOTO LINEUP The 6 Up Photo Lineup feature allows you to print six arrestee mugshots onto a single page. ;~; 6 Up Photo Lineup LINEUP DATA REPORT The Lineup Data feature allows you to print the arrestee records side-by-side, in a grid view and also include some biographical data for each arrestee. ~+~~rM wx~nsmnn ~~M~W~v Lineup Data Report PHOTO LINEUP REPORT The Photo Lineup feature allows you to display and print each arrestee's mugshot onto a separate page, but displays no biographical data for the arrestee. 2 Photo Lineup Report INFORCE AB TRAINING APPROACH Training courses will be provided on consecutive days. InForce AB 2.x Training -Course Descriptions (Subject to change without notice) INFORCE AB 2.X USER TRAINING (INFORCE AB -UT) (TRAIN THE TRAINER) Course Duration 1.0 da Course Deliver Method Instructor-led. Classroom-based Attendee re-re uisites Familiarit with Windows interface Attendees su I La to with Windows XP as a minimum COURSE OUTCOMES Student will be able to: • Create new incidents • Update and edit records • Run reports • Save and load lineups • Save and load search filters • Execute searches over multiple databases (if applicable) • Execute Facial Recognition searches • Execute various arrest and booking scenarios INFORCE AB 2.X ADMINISTRATOR INSTALLATION TRAINING -CLIENT AND SERVER (INFORCE AB -ADMIN) Course Duration 1.0 da Course Delive Method Instructor-led. Classroom-based Attendee pre-requisites Familiarity with Windows interface Good network Administration skills Good understanding of Windows XP and Windows 2003 Security and Administration Set-u . Attendees Su I NA COURSE OUTCOMES Student will be able to: • Install the InForce AB Server • Setup user Roles and Permissions • Set up Client parameters • Install Client and successfully connect to Server • Troubleshoot Installation and Set-up INFORCE AB 2.X REPORT WRITING (INFORCE AB -R) Course Duration 1.0 da Course Delive Method Instructor-led. Classroom-based Attendee pre-requisites Familiarity with Windows interface Previous ex erience in at least one ra hits acka e. Good understandin of database desi nand im lementation Attendees Supply Own laptop with XP Licensed version of Component 1 or other supported third-party re ort writin software. COURSE OUTCOMES Student will be able to: • Create simple, medium and complex reports using third party report writing package 1 IFAB-1001-US IFAB Capture and Retrieval Site License $37,500 1 f37,500 '. f37,500.00 Ix/udes,• Unlimited Capture Stations ~' ~" ID-2000 Facia/Recognition ' ~, 2 IFAB-CL-2004-U6 IFAB/Facial Recognition Clien[Site License $30,000 I f30,000 ' f33,750.00 3 BIS-UP-1001-US Upgrade to full Br'ryanre Integration Server $12,000 1 f12,000~ ~ f12,000.00 4 IFAB-1002-US IFAB Web Enabled Multi-Agency Pre-Booking $10,000 1 (10,000 ~ (22,500.00 (89,500 (105,750.00 ~~ 5 BIS-1003-OS-US Connector to AbbeyGroup ]MS (single use license) $12,000 1 Incladed Inc/uded 6 BIS-1003-OS-US Connector for $APD CMS/RWM $10,000 1 f10,000~n (12,000.00 7 BIS-1003-O3-US Connector for COPLINK $10,000 1 (10,000 (12,000.00 8 BIS-1003-O1-U6 Connector for CLETS $10,000 1 (10,000, (12,000.00 9 BIS-1003-O1-US Connector for CAD $2,500 1 f;500 f1~000.00 SO BIS-1003-O1-US Interface for Livestan $7,500 1 (7,500 (10,000.00 Database is NON ODBC/OLOB a Scecia/COnnecYOr wi//be needed (price NO7iirc/uded) 11 PS-fi000-US Mapping for Abbey JMS -pushing data from IFAB to ]CMS and ]CMS to IFAB $7,500 1 (7,500 (15,000.00 12 PS-6000-U6 Mapping for Abbey JMS-query only $5,000 1 (5,000 (5,000.00 13 PS-6000-US Mapping for Orange County CLETS -query only $7,500 1 57,500 (15,000.00 14 PS-6000-US Mapping for SAPD CMS -query only $7,500 1 (7,500 (15,000.00 15 PS-6000-US Mapping for Coplink-query only $7,500 1 (7,500 (15,000.00 16 PS-6000-US Mapping for CAD -query only $2,500 1 52,500 (15,000.00 17 PS-6000-U6 Mapping for RMS -pulling data from IFAB ro RWM $5,000 1 55,000. 510,000.00 16 PS-6000-US Mapping/Conversion for Imageware Booking System $15,000 1 f15,000~ (15,000.00 19 PS-6001-US IFAB Customization (details outlined in SOW) $7,500 1 (7,500' (15,000.00 20 TRAVEL Travel and Ex enses for ro'ect tlevelo ment work $1,000 5 (5,000; (10,000.00 • ~ (70,000, 130,000.00 21 PS-6000-US Training -IFAB -train the trainer $1,000 5 fs,BBB (8,750.00 22 TRAVEL Travel and Expenses for on site trainer $2,000 1 f2 000 (7,000.00 23 P6-6000-U6 Project Management $1,500 4 (8,000 (15,000.00 24 TRAVEL Travel and Expenses for project manager $2,000 2 .f4 000 ~° (4,000.00 25 PS-6000-US Delivery Services $1,000 5 ;5,000 (15,000.00 26 TRAVEL Travel antl Expenses for tleivery services group $2,000 2 (4,000, (4,000.00 27 24/7 Support/ 24/7 Annual Support Contract, per year 20% 1 Maintenance (Includes all major and minor upgrades plus toll free support to Vlsiphor 24 hours per per year Year 1 day/7 days a weely 20% of Toral Sofhvare pdce above) 1 011 ov O N C N j ~ .n r d_ ~ T ~ ~. 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W c Q 3'iw . ....._. I~j ' ~. T' ,',. '', Nom,'. O m m Ni,D ~° ¢_ ~ m ~ _..+o 3 _ m _ •. o '., ~Im N I p /_.. C ~ ~s I '' ~. m 1~ N N C (' .SO I r__u I. '~;. _..j O I ~!~ ~~~~. "T'.. _._ _._ _... N''.~~ SENT BY: COLUMBIA INS; 8(145271377; AUG-4.OS 10:34AM; PAGE 2/2 ..a ..a ThbnNllnte bflrodnemuhro enyaMeoMfnrotlyllftgfenBls heldermdhnpesrroOebtllpronNeloeuror. TNe artlllgl~ doaa eat emwd, eldeod orehrBle oorerpe et)oll~ld bYfM po8de. hebvr. Vlaiphor Corporetlon •~,,,,/ ^ ~~ 9 ~ ~~ Columbih Itiaurenee Services Inc. C S I~CD ° 1100 -4710 KinglwBy treet 1D1-10¢6 olumbia Burnaby, BC New Wealmineter, BC V3M BN7 V6N 4M2 Brokera+ClliM ID : VISC01 ~~ .a Thu Is pf Conlythet the posmr N Iruonra Oulud slew hoe. trrn trued blhe liaund neinedebove far tln po8dr pentad IrWleeled rotwlmetamllna any requlromem, arm of eundhiendroy mnlweta oNerdemrmnll weh nepectte whleh ededrdllade mry Mleeue0 of may tMrreln•Thelrurrana afforded by tlIe pelrJr drerard herMn V eutlleq W dl IM leflr, eoduelene and rrMensef Wah poadee. aorta it10WN MAY WvE B66N gEDBCt9) a PAID CLAIMa •' _ ~:. ComtnardW Omfral Llahlihy ~ Each Cwwnenr f 5 000000 e ~~ 8 / 37 2008 ~ B / 31 ~~ w a 5 D0000 OR ^X O Lleydl M an aumna Clolmf AAeda Mldllgh (:IeeC1lWCfl Pfedum-CnmdOP f 0 X Prelude endror aompead operotlom 18007902 ~ Peroonul Iola f 5 00 ODO % Errlpbyem'LIebIYN TenrhLapd LrobN f 00000 x crdr Lleary feM. arse Wren f 000 X Trams LeW~llabdy % Uuned AUMrohlMe N NaeOwned Aulu f 5 0,000 on• Ifrod Ndon+obAuc l 1 Cpderrt ~lullnn Lla611hy.: a. , Pdlution IJebBN Etamlon IPef Omununea) f lA9anaale) f nu tomoblie Llablllly ~ ~ ~ 8odly Inlory er,d - ~ Prepery Oameps f Oaeolbed Aulamuhilr ~ cambb.d.. ~ - hgQmadAUtw BadlNlnturY f ~ (Per Person) Loosed Aummo611M ^ . ;!: ~ . ~ ~ ~l n f A t~ i*~• T~L~ Y (: J !~l f~IJ )" vp :\l~'~ P ef Atr n daro ~Iern~eoedd i nwrodhlnequMm ~: ~ ~ Popery Oamase f o InoumnCa 6laa Lleblllry i .. . _.._ ` tt SY ~,lj~ i ~ Eeon Oaummw t ru . : e Umbratle Folm I RS I' ~: -,Iy Aucr..:c, App,.9Me ONn Then UmDrelG Fam leoeo~r7 i- s Othef Liebllily (epeWty) - ' / / •~ 8 / Par.Chlm 1, ,000 b X Errors 6 Ondedene ~. .. s+undmvrdtkn Lloyd 2005 8 31 200 , 8 / 31 Apargsb 1, 00,000 Ihrou0h Cnerhurch 17002677 ..... n+:,: ~x ,,. The Gry of Santa Ana . +_~ .... r 20 Clvlo Comer Ple>8 (M•97) j Santa Ane, Carifomla 92702 ,.a'~I~:: The City of Santa Ma Should elgf d tho obese deeeribed poileles be cana8od befo ~ihe mlplretbn~dali Ihefeot, ors Isauln0 COmpmy wlll endrvor to ell 2D t:ivlo Cantos Pleze (M-t17) 30 dqa wt)gelt notlw le Ute nAMate hoiden named to the I hm P-O. BOIL 1988 '" ' 911unbrJullwueh nntln ehs11 Impact no obliea0on Or' Ilabll of yenta Ana Calltorela 8 02 mly kind upon the eomparN, Bs e0ams or repnsantaavee. 91f o ao Pont Nueeir P on ~/ - nJoMinIF~ Fus Num FJdeB drre omteoN (604) 527.1383 cLvt teluanet Columbia Irisuiance Services Ina 2008 ~ 8 ~ 5 L •e CERTiF1CAT~IfJF tNSURAIVC~ . .. , ,, . . This certificate is issued as a matter of information only and confers no rights upon the certificate holder and imposes no liability on the insurer. This certificate does not amend, extend or alter the coverage aHOrded by the policies below. 'NSUREdSFUL,'LNAMEANDMAILINCa~,DDRESS ".; `'BR,OKER"S FULLNP.MEANDMfILIN('aAbpRE$S i' `''' Visiphor Corporation Columbia Insurance Services Inc. 1100 - 4710 Kingsway 101 - 1065 Columbia Street Burnaby, BC ~~ -`(~C~ ~ ~ New Westminster, BC V3M 6H7 V5H 4M2 Broker's Client ID : VISC01 This is to certify that the policies of insu rance listed below have been Issued to the Insure d named above for the policies period indicated no twithstanding any requirement, term or condition of an y contract or other docum en t with respect to whi ch this certificate m ay be issued or may pertain. Th e Insurance aHOrtletl by the policies tlescribed herei n is subject to all the terms, e xclusions and condi tions of such policie s. LIMITS SHOWN MAY HAVE BEEN REDU CED BY PAID CLAIMS Type of Insurance ~ ' '1rigUr¢RCe Cerr)pafly I t;ff~~tlv~,Pate EXRIry Date LI,MItS of { 9abillty , . att~t}bi~cyt'lumger. .. 11'lYX1,1iIIMiDpj fY}`YYI,MMRDQ). ,, {CanadiaridalTarauhlessE bdicatpr~dtharWiaet,, Commercial General Liability Each Occurrence $ 5 000 000 Lloyd's underwritten 2006/ 8 / 31 2007 / 8 / 31 General Aggregate § 5 000 000 Claims Made OR ~X Occurrence through Creechurch Products • Comp/Op Agg. $ 5 000 000 X Products and/or completed operations 18001902 X E l ' Li bilit Personal Injury $ 6 000 OGO mp oyers y a X Cross Liability Tenants Legal Liability $ 500 000 X Tenants Legal Liability Med. Exp. (Any one person) $ 25 000 X Non-Owned Automobiles Non-Owned Auto $ 5,000,000 Hired Automobiles Optional Pollution Liability Extension $ Pollution Liability Extension $ (Per Occurrence) (Aggregate) g Automobile Liability Bodily Injury and Described Automobiles Property Damage Combined $ All Owned Autos Bodily Injury $ Leased Automobiles " (Per Person) Bodily Injury $ Per Acdtlent) " All Automobiles leased in excess of 30 days where the insured is required to provide Insurance Property Damage § Excess Liability Each Occurrence $ Umbrella Form A99regate Oth r Th U b ll F $ e an m re a orm (specify) $ Other Liability (specify) Per Claim 1,000,000 x Errors & Omissions Lloyd's underwritten 2006 / 8 / 31 2007 / 8 / 31 through Creechurch Aggregate 1,000,000 17002671 ADDITIONAL; INSURED NAME AND IViA1Lt[~1c3ARkiR~$5 , , „ ,,`,I4kSCBIP`i,Ibt~;p~p~EEEArIONSILOCATIpNSIAUTOFtt]BI4[SISPECIAI. QEti1S'. ' The City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 QERTIFICATE'HOLDER-NAME ANDIGIAILING.AGDf#~55.. ,~^ANCEt;'1_'A7CtDN :. The City of Santa Ana Should any of the above described policies be cancelled before the expiration date thereof, the Issuing company will endeavor to mail 20 Civic Center Plaza (M-97) 30 days written notice to the certificate holder named to the left, but P.O. Box 1988 failure to mail such notice shall impose no obligation or liability of Santa a California 92702 any kind upon the company, its agents or representatives. Signet f ulhorizetl Re re live Print Na a Including Posi n H el d / - ~ / Fax Num a EMa" ddress o pany a e (604) 5 7-1363 ci @telus.net Columbia Insurance Services Inc. 2006 ~ 8 131 ~ C214~ L-l iA LLOYD'S _ ..... E O.MMWIRCeIA nGENfRAL LIABILITY INSURANCE OCCURRENCE ' Lloyd's Underwriters {hereinafter called the "Insurer') through Lloyd's Approved Coverholder ("the Coverholder"): CREECHURCH INTERNATIONAL UNDERWRITERS LTD. 55 UNIVERSITY AVENUE, SUITE 550, TORONTO, ONTARIO M5J 2H7 POLICY DECLARATIONS ~~ Pq~ POLICY NUMBER: 19001902 1. Named Insured: Visiphor Corporation ' 2. Mailing Address: 4710 Kingsway Suite #1100 Burnaby BC Canada VSH 4M2 3. Insurer: As per attached list of subscribing companies Broker: Columbia Insurance Services Inc. 4. Policy Period: Effective Date: 31 Aug 2008 Expiry Date: 31 Aug 2009 (both days at 12:Olam local standazd time at the Address of the Insured). 5. Limit of Liability: $5,000,000.00 per occurrence Aggregate Limit: $5,000,000.00 Personal Injury Limit: $5,000,000.00 Tenant's Legal Limit: $500,000.00 any one premise Medical Pmts Limit: $25,000.00 per Personlper Accident 6. Deductible: $1,000.00 per occurrence 7. Premium: $7,000.00 Min. Retained Premium $1,750.00 8. The insurance contract consists of this Declarations page as well as all coverage wordings, riders, or endorsements 1 through 13. ..; r-, , , IDENTIFICATION OF INSURER /ACTION AGAINST INSURER ~: This insurance has been effected in accordance with the authorization granted to the Coverholder by the Underwriting Members of the"' Syndicates whose definitive numbers and proportions are shown in the Table attached to Agreement No. BGOOOOI OC (hereinafter re'Fe~tred to as "the Underwriters"). The Underwriters shall be liable hereunder each for his own part and not one for another in proportion to the several sums that each of them has subscribed to the said Agreement. In any action to enforce the obligations of the Underwriters they can be designated or named as "Lloyd's Underwriters" ar~d.such t~ designation shall be binding on the Underwriters as if they had each been individually named as defendant. Service of~proceeitings may validly be made upon the Attorney In Fact in Canada for Lloyd's Underwriters, whose address for such service is y 15 ue M~alfe, Suite 1540, Montreal, Quebec, H36 2V6 NOTICE Any notice to the Underwriters may be validly given to the Coverholder. In witness whereof this policy has been signed, as authorized by the Underwriters, by Creechurch International Undewriters Ltd. Per: The Insured is requested to read this policy, and if incorrect, return it immediately for alteration. In the event of an occurrence likely to result in a claim under this Insurance, immediate notice should be given to the office designated above. ~~ THIS POLICY CONTAINS A CLAUSE WHICH MAY LINIIT THE AMOUNT PAYABLE. APPROVEi~ AS TO FORM /C-.f ~ll Laura Stitt She~d~~-`~~° f~iSSl9taP_t F 1tV fattF~r~;~,; CREECh U RCh _ InTernoTlonal Underwriters INFORMATION,TECFLNO,LQGY ERRORS 8~ OMIS$IQN$ INSURANCE ,- Effected with certain Subscribing Companies (hereinafter called the "Insurers") through CREECHURCH INTERNATIONAL UNDERWRITERS LTD. 55 UNIVERSITY AVENUE, SUITE 550, TORONTO, ONTARIO M5J 2H7 THIS IS A CLAIMS MADE POLICY, PLEASE READ IT CAREFULLY. POLICY DECLARATIONS POLICY NUMBER: 17002671 1. Named Insured: Visiphor Corporation 2. Mailing Address: 4710 Kingsway Suite # 1100 Burnaby BC Canada VSH 4M2 3 Insurers: As per attached list of subscribing companies Broker: Columbia Insurance Services Inc. 4. Policv Period: Effective Date: 31 Aug 2008 Expiry Date: 31 Aug 2009 Retroactive Date: 31 Aug 2004 (both days at 12:01 a.m. Standard Time at the Address of the Insured 5. Limit of Liability: $1,000,000.00 any one claim including defense costs. Aggregate Limit: $1,000,000.00 6. Deductible: $10,000.00 any one claim 7. Annual Premium: $16,000.00 Min. Retained Premium: $4,000.00 8. The insurance contract consists of this Declarations page as well as all coverage wordings, riders, or endorsements 1 through 4. SUBSCRIPTION POLICY IN CONSIDERATION OF THE INSURED having paid or agreed to pay each of the INSURERS named in the List of Subscri~i~ng Co anies forming part hereof, or the INSURERS whose names are substituted therefor or added thereto by endorsement, hereinafter calle?!"T"FHE IN~2ERS", the Premium set against its name in the List of Subscribing Companies (attached hereto). ~ A_ ` a: THE INSURERS SEVERALLY AND NOT JOINTLY AGREE, each for the Sum(s) Insured or Percentage(s) and for the Coverages} 1 6ured set ,against its name in the List of Subscribing Companies, and subject always to the terms and conditions of this Policy, that if a loss osc~yrs for which insurance is provided by this Policy at any time while it is in force, they will indemnify the INSURED against the loss so caused; the liability of each Insured individually for such loss limited to that proportion of the loss payable according to the terms and conditions of this Policy which the Sum Insured or the amount corresponding to the Percentage set against its name in the List of Subscribing Companies, or such other sun percentage as may be substituted therefor by endorsement, bears the total of the sums insured or of the amounts corresponding to the percentages of the sums insured respectively set out against the Coverage concerned on the Declarations page(s). ,• Wherever in this Policy, or in any endorsement attached hereto, reference is made to "The Company", "The Insurer", "This'CoYX'Spany"C:SAe", "us", or "our', reference shall be deemed to be made to each of the Insurers severally. ; This policy is made and accepted subject to the foregoing provisions, and the other provisions, stipulations and conditions contained herein, which are hereby specially referred to and made a part of this Policy, as well as such other provisions, agreements or conditions as may be endorsed hereon or added hereto. IN WITNESS WHEREOF the Insurers through their representative(s) duly authorized by them for this purpose have executed and signed this Policy. APPROVER AS T® FGtZ~'vi _: ~. ', ,~-. 1„au Stitt Sheedy / ~~ Per: The Insured is requested to rea , ~dli2f if incorrect, return it immediately for alteration. In the event of an occurrence likely to result in a claim under this Insurance, immediate notice should be given to the ottlce aeslgnatea aoove. THIS POLICY CONTAINS A CLAUSE WHICH MAY LIMIT THE AMOUNT PAYABLE.