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HomeMy WebLinkAboutGEOSPATIAL TECHNOLOGIES 1C -20111NSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES - C2-? -:?? t ?. ??: CLERK OF COUNCIL ??? DATE: 1 - It . VZ THIRD AMENDMENT TO AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT is entered into on December, ? 15 201 1, by and between GEOSPATIAL TECHNOLOGIES, 1NC_, (hereinafter v, "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS: A. City and Consultant entered into Agreement #A-2008-332, dated December 16, V1 2008, (hereinafter "said Agreement") by which City purchased from Consultant hardware and software to provide automatic vehicle locator (AVL) services and mobile mapping services for the Santa Ana Police Department. B. City and Consultant entered into a First Amendment to Consultant Agreement No. A-2010-014, dated February 1, 2010, amending the Scope and Compensation, to purchase additional hazdwaze to equip additional vehicles with the AVL system. C. City and Consultant entered into a Second Amendment to Consultant Agreement No. A-2010-241, dated December 16, 2010, amending the Scope, Compensation, Term to extend the system testing and maintenance services for an additional one- year period through December 15, 201 1 and increase compensation to pay for services provided during the extended term. D. In accordance with the terms and conditions of said Agreement, the Parties desire to amend the scope, amend the compensation, and extend the term of said Agreement for an additional one-year period. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to' all the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to system testing and maintenance services as set forth in Exhibit A to this Third Amendment to Agreement. 2. Section 2, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $20,898.00 to pay for the services set forth in Exhibit A to this Third Amendment to Agreement during the extended term. A-2011-261 3. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional one-year period through December 15, 2012. 4. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. ATTEST: MARIA D. HUIZAR Clerk of the Council F SANTA ANA PAUL M. WALTERS Interim City Manager APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY B T A L. JUDD Assistant City Attome GEOSPATIAL TECHNOLOGIES, INC. am oti? Clfo.-? (Title) CCiP? ?oLjHO%r ?3 f?i?rr- A? ° CERTIFICATE OF LIABILITY INSURANCE °AT05:27,2DY'IY"' -____ _.___ __._- __._. _.._ .__ ............ v?v,v ,..c a.crrrrrlas?lo nvLUtH. Ir'l15 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is en ADDITIONAL INSURED, the pollcy(Ies) must be entlorsetl_ If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the Cer[Ificate holder In lia•u of cock. and?.eu.?.esi..? CS&S/NEW CENTURY INS SERVICES INC. PO BOX 946580 Maitla nri_ FI. R9794-RiSRn INSURERS AFFORDING COVERAGE ?-877-724-2669 NAIC # Continental Casualt Com an INSURER A: y P y 20443 INSURED INSURER B: GEOSPATIAL TECHNOLOGIES, INC. INSURER C: 3730 S HARBOR #430 INSURER D: SANTA ANA, CA 92704 INSURER E: INSURER F: 'COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INS URED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER D OCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. -EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSw Liq TYPE OF INSURANCE opL Irvsw sUeq WVp POLICY NVMBER POLICY EFF POLICY EXP MM/DD/YY MM/OD/YY LIMITS A GENERAL IJABILITY X Y Y 4029432577 ? 06/07/77 Q6/Q7/72 EACH OCCURRENCE y QQQ QQQ COMMERCIAL GENERAL LIABILITY w 9 5 E? $ P EM1 E Ea roots 3QQ OQQ CLAIMS-MADE ? OCCUR MED EXP (Any one person) $ 7 Q QQQ $ PERSONAL 8 ADV INJURY 7 QQQ QQQ _ GE $ NERAL AGGREGATE 2 QQQ QQQ GEN'L AGGREGATE LIMIT APP LI ES PER: ? / Pw0- PRODUCTS - COMP/OP AOG $ 2 QQO OOO P 1 Y /\ A AUTOMOBILE LIABILITY 4029432577 OIS/Q7/77 Q6/O7 /72 M INED INGL LIMI (Es eeeldant) $ 7,000,000 ANY AUTO ALL OWNED SCHEDULED BODILY INJURY(Per person) g AUTOS AUTO.9 BOOILY INJURY(Per neddenD $ HIRED AUTDB \/ /\ NONOWNED AUTOS PROPERTY DAMAGE (Per aeeldenp $ A ?/ / ?/ UMBRELLA LIAB /? OCCUR $ 2Q88729498 Q6/O7/77 Q6/O7/72 EACH OCCURRENCE S 7 QQQ QQQ EXCE S S CLAIMS-MADE ? $ ? / ? AGGREGATE. 7 QQQ QQQ DED /? RETENTIONS 7 O OOO ? WORKERS COMPENSATION $ AND EMPLOYERS' LIABILITY YM ANV PROPRIETOR/PARTJERIEXEDUTIVE _ ? TORY LIMITS ER OFRCERIMEMBER EXCLUDEM wA E.L. EACH ACCIDENT (Mandatory in NH) If yes, describe under E.L DISEASE - EA EMPLOYEE $ DESCRIPTION OF OPERATIONS bebw E.L. DISEASE -POLICY LIMIT OTHER TORY LIMITS ER E.L. EACH ACCIDENT E.L. DIBEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT S D IPTI O A N S C flesh por tOt, Ad tone enrr ehedula, more epees a rcqu re ) Certificate Holder Is named as Owner/Lessae/Contractor (A) ? _ Location #1 3730 S HARBOR BLVD #430, SANTA ANA, CA, 92704 CERTIFICATE HOLDER CANCELLATION CITY OF SANTA ANA POLICE DEPARTMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATON DATE THEREOF, NOTCE WILL BE DELIVERED IN - 20 CIVIC CENTER PLAZA ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA CA 92707 - - R , ??/ ©9988-2090 ACORD CORPORATION. Ail rights reserve_ . lACORD 25 (2090/05) The ACORD Hama and logo are registered marks of ACORD 3 ACORO,,, CERTIFICATE OF LIABILI V CVJ 1 CV-VL SA'"1 TY INSURANCE DATE (MM/DD/YYW) PRODUCER 12/13/20'1 O THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Automatic Data Processing Insurance Agency, Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1 ADP Boulevard HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR Roseland, NJ 07068 , ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Geospatial Technologies 1nG. INSURER A: EmFllOyefS Com ensation In C 3130 S Harbor BI d p s O . V . Suite 430 INSURER B: , Santa Ana, CA 92704 INSURER c: INSURER D: INSURER E: -COVERA(':FR • r?hyc occrv ISaucu I u I rtt IN SUHED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANV CONTRACT OR OTHER DOCUMENT WITH RESP C E T TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO A LL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN$R DD•L POLICY NUMBER POLICY EFFECTIVE POLICY E%PIRATION LIMITS GE NERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES Ea occurence $ CLAIMS MADE O OCCUR MED EXP (Any one person) $ P ERSONAL S ADV INJURY $ GE ' NERAL AGGREGATE $ GEN L AGGREGATE LIMIT APPLIES PER: PRO PRODUCTS -COMP/OP AGG $ POLICY LOC AU TOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT $ (Ee eceltlant) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per parson) $ HIRED AUTOS NON-OW NED AUTOS BODILY INJURY (Par acdtlent) $ PROPERTY DAMAGE $ (Per eccitlent) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: qGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR ? CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ ION ANO X ORY - IM T X OER EMPLOYERS T ABILITY L I S ADP033'186306 1/22/2011 •1/22/2072 A ANY PROP ' RIETOR/PARTNEWEXECUTIVE IOOBOUO.00 E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUOED? E.L. DISEASE - EA EMPLOYE $ ? I)()?t)?0.? 1( es. tlescribe under ' OOOOOO.OO SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS CERTIFICATE HOL?FR City of Sanata Ana Police Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 20 Civic Center Plaza DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O DAYS WRITTEN Santa Ana, CA 9270.1 - NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, RS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORN 25 l700?/l1A1 L:VKYV KAIIVN l'J88 GST Gc:oSpatial -Vech"C)Iogies, Inc. Quote for manta Ona Prilir•o f1e.-..-,.+.?.?.?..-.a 3'130 S. Harbor Blvd. Suite 430 Santa Ana, CA 92704 Phone: (7'14) 434-9936 Fax: (714) 434-9937 - - -r------• GST Public Safety System a/ IV/GV 1 1 GST Part Number Description QTY Unit Price Amount AMF covering 12/16/2011 - 12/15/2012 Agreement A-2008-332 dated 12/16/2008 Service SV-SW- AMF Software Annual Maintenance Fee for City of Santa Ana Police Department on the following Software Licenses 1. GST Tracker Server Software License 1 $ 20,898.00 $ 20,898.00 2. GST Viewer Software Site License 3. GST Mapper MDC Software Site License 4. GST InterOp Bridge Software License 5. GST Wireless Host Server Software License (up to 200 vehicles) Annual Maintenance Fee Total $ 20,898.00 Grand Total (AMF and Service) $ 20,898.00 Notes: 1 AMF paid client is entitled to technical support through email and telephone (M-F, 9:OOAM-5:30PM, PST), bug fixes and free software upgrades through the year, and discounts for GST's training programs and customization. 2 Price stated above is good for one hundred and twenty (120) days from the date of this quotation. 3 Payment Terms: AMF payment is due prior to the commencement date of each 12-month period. Exhibit A 1NSURANCE QN FILE WORK MAY'PROCEED r"UNTILINSURANG 'F.?CPIR AK OF GOUNGit A-2009-1 ]8 CLE ?) ? ?t? ? CO1?iSULTAPTT AGREIl+MENT neTF? ` ? // ?? TI-iLS AGREEMENT, made -and entered into this ? day of ' w? 2009 by and between GeoSpafial Technologies, Inc. (GST), A COrpOYatlOn, (hereinafter `?onsultAZiY?, And"the City of Samta Ana, a charter city and municipal corporation organized and existing vnder the Constitution and' laws of he State of California (hereinafter "City"}. lZ);CITALS A. The City desires Yo retain a consultacxt hAVing special skill and knowledge in the field of providing: the City with computer software, professional services, training, and technical- support of crime mapping, analysis, and reporting :solutions. for law enfoi?ement agencies.. S. Consultant shall submit an invoice for such. services. C. Consultant represents that Consultant is ab}e acid willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowiedgeable in its fieid_and that any services,performed by Consultant under this Agi-eexnentwill beperfonned incompliance with such standards as mayreasonablybe expected',tYOm a professional consulting from in the field, NO"13' THI?I2LFOR>C, in consideration offhe mutual and respective promises,>and aubject to'the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE ?F'SERVICES Consultant shall perform those services asset forth in Attachment 1 to this Agreement. 2. COMPENSAT30N a., City agrees'to pap, and Consultant agrees to accept as tofai payiment foci s services, the rates and charges identified ixn ]3xhibit G to Attachment 1. The total sum to be expended under this Agreement shall not exceed $71,593.75 during the term of this Agreement. b. Paymentby City sha11 be made within thirty (30} days following receipt of proper invoice: cvidenaing work performed, subject to-City accounting procedures. Payment need not be made for woric which fails to meet:the standards ofperformance set forth in the Recitals which may reasonably be expected by City. 3. TERM This,Agreenient shall con?rnence on the date first written above and terminate upon the expenditure of funds, unless terminated earlier in accordance with .Section 72, below. The term of this Agreement maybe extended upon a writing executed by the ChiefofPolice ofthe Santa Ana Police Department. 4. iND '?'1?END?NT CO1YTItACTOR Consultant shall, during the entire term of this Agreement, be construed to be-an independent contractor and notairomployee of the City. This Agreement is not intended nor shall it be construed o create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional mannerin which Consultant performs the services whioh are the subject matter of this Agreement; however, the services to be provided by Consultant shall`be provided in a manner consistenfwith:all applicable standards and regulations;governing'suchservices. Consultant shall payall salaries and wages, employer's social security taxes, unemploymentinsuranee and similar taxes relating to employees and shall Ue responsible for aI1 applicable withholding taxes. 5. 3L?ISUT2ANCE Prior to undertakingpeif'o?nance of work under this Agreement,. Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain 'insurance as described below: a. Commercial General Liability insurance. Consultant shall maintain commercial .general Iiabilityinsurance naming the City, its officers, employees, agents,:volunte?rs and representatives as additional insureds) and shall include, but not lee limited to protection against claims .arising from bodily and personal ihjury, including death resulting therefrom and. damage to property, resulting froinany act or occurrence arising out of Consultant's operations in the perFaiYnance 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 isijury, including death resulting therefrom, and property damage, in the total amount of$1000,000 peroccunence. Consultant shall supply trity with a fully executed additional insured endorsement in substantially the form attached hereto as Attachment 2 upon execution of this Agreement and shall be appiroved in foan.by the City Attorney, b. Business automobile liability insurance, or equivalent faun, with a combined.single limit oft?ot less than $1,000,OOOper occurrence. Such insurance shall include coverage for owned, hired and non-awned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required io be insured against liability€or worker's compensation or to undertake self-insurance. Prior to commencing the per£onnance of the work under-this. Agreement, Consultant agrees to obtain and maintain any employer's Liability insurance with imitsnot icssQhan $1,000,000 per accident. d. The following requirements apply to the insurance to bepsovded by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect forthe,entire period covered by this Agreement. (ii) Certificatesofinsurance sshall be furnished to the City upon execution of • this Agreement and -1 11 be approved in form by the City Attoniay. (iii) Ceriificates and paIicies shall state that rho 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. e. If Consultant fails or refuses to produce or maintain the insurance required by this y section or fails or refuses to fumish 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 affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the, direct or indirectoperations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (Z) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the 'terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury,' damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises' by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONI?IDLTNTIALI'TY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclosesuch information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of 40 like importance, but in no event less than reasonable care. "'Confidential Information" shall include all nonpublic information. Confidential informanon includes not only written information, but also information transferred orally; visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of.the other party is covered by this Agreement. The foregoing obligations ofnon-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c), is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. S. CONE FI-ICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of servi ces specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly; given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by felefacsimiie or other telegraphic communication in the'manner rprovided 'in this Section, to the following persons: To City: Cleric of the City Council City ofSanta Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax714-647-6956 With courtesy copies to: City of Santa Ana Police Department Chief of Pclice 60 Civic Center Plaza Santa Ana, California 92702 and City. Attorney City of Santa Ana 20 Civic' Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax-714- 647-6515 To Consultant: GeoSpatial Technologies, Inc. 3130 S. Harbor Blvd., #430 Santa Ana, CA 92704 Phone: (714) 434-9936 Fax: (714)434-9937 Attn: Hong'Chou, ChiefTeclznology Officer ' A party may. change its address bygiving notice in writing to the other party. ThereaAer, anp communication shall be addressed and transmitted to the new address. if sent by mail, communication shall be effective or deemed to have been given three (3) days niter ithas been deposited in the United States mail, :duly registered or certified, with. postage prepaid, and addressed as set forth above. If sentbyleIefacsimile, comnzunicationshall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these' time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSTVYTY AND.AMEPIDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes anq:and all other agreements, oral or written, between the parties. Tn the event of a conAict'between the teens of this Agreement and any attachments hereto the terms of this Agreement sha11 prevail. This. Agreement may noY be modified except by written instrument signed by.:the City and byan authorized representative of Consultant. The patties agree that any terms-or conditions of any purchase order pr other instrument that are inconsistent with, or iri addition to, the teens and conditions hereo€, shall not bind or obligate Consultant or the City. Eaeh,party to this Agreemerttaclaiowlzdges that no representations, inducements, promises or agreements, orally orotherwise, have been made by any party, or anyone acting on behalf ofanyparty, which is not embodied terein. Y1. ASSIGI?NIENT Inasmuch as this Agreements intended to secure the specialized services of Consultant, Consultant Wray not assign, transfer, dolegate, or subcontract any interest herein without the prior ; written consent. ofthe City and any,such assignment,"transfer, delegation or subcontract without the City's prior written consent shall be considered nuI] and void. Nothing in Phis 1A:greement ' shall be construed to limit the City's ability to have .any of the services which are-the- subject to this Agreement. performed by City personnel or by other consultants retained by .City. ]2. TERMIi?IATION This Agreement niay be terminated by the .City. upon thirty (30) days written notice of tetntination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensationfor alI services perfotined by Consultant prior to receipt of such notce,oftermination, subject to the following conditions: ??? ?_' a. As a condition of such payfnent, the Executive I3ireetox may require Consultant to deliver to the City all wor]c product completed as of such. date, and in such case such work product shall be the property of the City unless prohibited bylaw, and Consul#ant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard ofperformance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as delinod and prohibited by applicable' law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws ofthe State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason ofthis Agreement. 15. PROFIvSSIONAL LICENSES 16. MISCELLANEOUS PROVISIONS Consultant shall, throughout the term of this Agreeaxient, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services herecrrder and. required by the laws and regulations of the United States,.. the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shalt because for termination of thi Agreement, a(. Each undersigned represents and warrants that its. signature hereinbelow has the power, authority and right to bind their respective parties to each of the warms of this Agreement, and shalt indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Attaclvtientsreferenced herein and attached hereto shall be incorporated as if fully set !, forth in thebody of this Agreement. I .. 1N FVITNESS WI-IEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SAt\iTA A.NA %YI ?. fib. ? ?.?,? PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH .?LETCHER City Attg? B y: R O. ge De y Cif Aftomey RECOMMENDED FOR APPROVAL: SANTA. ANA POLICE .DEPARTMENT t, PAUL M, WALTERS Chief ofFol ice DAVID N. REAIvT Cify Manager GEOSPATI.AL TECIiNOLOGIES, INC. ONG Oil Chief ethnology Officer Employer ID # or Indvdual;SS s i I 3 f ATTACIiMENT Y SCOPE OF SERVICES 8 PURCHASE CONTRACT FC7R A CRIME .MAPPING, ANALYSIS, AIVD REPORTING'SYSTEM TH15 CONTRACT is made -and entered:into fhis day of ?ppg, by and between the CITY C7F SANTA AfVA, CALIFORNIA, hereinafter referred to as "CITY" GeoSpatial Technologies, In'c. (GST), located at 3130 S. Harbor'Blvd. Suite 430, Santa E127p?, hereinafter referred to as "CONTRACTOR". ?.??+'? PURPOSE v?R-5'r?" CONTRACTOR is in the business of providing computer software, professional services, training, and technical support of crime mapping, analysis, and reporting solutions for law-enforcement agencies. CITY herebypurchases from CONTRACTOR its latest crime mapping, analysis, and reporting system according to the term and conditions specified in this contract. TERM AND CONDITIONS 7. PURCHASE ITEMS The following items are included in this PURCHASE CONTRACT: (i) .GST GrimeMap Suite Software LEcenses Asite license of GST GrimeMap Suite software products, including GST GrimeMap, G8T GrimeMap;Llte, and GST CriineMap Mobile for CITY Police Department nth this site license, CITY Police Deparfinent may Install any number of each of the listed software pcoducis within the Police Departmentwthout limitation. EXHIBITS A, B, and C show the functional specifrcaf[ons of GST CrimeMa?, GST GrimeMap Lite, and GST GrimeMap Mobile, respectively. (2) GST GrimeMap Remote Implementation CITY shall provide all the computer hardware needed for installation of the purchased GST software. CITY-shalt provide CONTRACTOR wifh remote access to the computers. The impiernentation includes s+atting up GST Cr[meMap Database on a server computer, installation of-one copy of GST GrimeMap 5,0 and one copy of GST GrimeMap Lite on workstations, installation of one copy of GST GrimeMap MobUe on a Mobile Data Computer, and. connection between GST GrimeMap SQL Server-Dafabase"to CITY`Po)ige Department's CADlRMS Database- (3) GST GrimeMap On-site Training CONTRACTOR shall provide on-stfe software training of'GST GrimeMap at CITY Police Department for two .days. (4) GST GrimeMap Software Annual Maintenance This purchase includes GST GrimeMap Software Annual Maintenance for one year. The maintenance includes technical support hrough a-mail and telephone between i3 am and 6;pm, Nlondayahrough'Friday except:holidays, all bug fixes and software upgrades .during. the year, 50% discounts of GST training programs held at CONTRACTOR'S facility, and 30% discounts of GST software customization services. Details of GST Software Annual Maintenance ''rogram are described in "EXHIBIT D, Software Annual Maintenance Agreement". In addition to the standard software maintenance, CONTRACTOR shall also customize GST GrimeMap program to generate weekly reports and monthly reports requested by the Police Department. The weekly reports and monthly reports .are listed In "EXHIBIT E, SAPD Customised CrimeMap°Reports". "EXHIBIT F End User License Agreement" shows CONTRACT's standard software license agreement. 2. PRICING Price for the purchase items listed in this contract shall be in accordance with "EXHIBIT G: Quote for Santa. Ana Police Department" provided by. CONTRACTOR dated June 4, 2009, and in accordance with the required specifications set forth in Item (? ). CFTI' shall .pay no tither compensation to CONTRACTOR unless an Amendment has been agreed upon Fn writing and signed by both :parties. 3. MILESTONES AND PAYMENT SCHEDULE CITY shall pay CONTRACOTR for the specked percentage of total purchase price at each milestone according to the project .milestones specified `below. (1) Delivery of GST Cry'meMap Software Products (50%) Within 15 days from oontract signing or by June 3Dth, 2009, CONTRACTOR shall deliver a set of CDlDVO`s of each of GST CrimeMap, GST CrimeMap Life, and GST -0 -p Mobile software products to CITY Police Department. CITY shall pay CONTRACTOR 50% of the total purchase price within 30 days from receipt of the CD/D\/D's. (2) Remote Implementation of GST CrlmeM'ap Software (25°Jo) Within 15 days from delivery, of GST CrimeMap Software, and provided that CITY Police Department has identified the server computer, two workstation computers, and a Mobile Data Computer, and provided CONTRACTOR with remote access to the identifies computer hardware, CONTRACTOR shall' implement GST CrimeMap SQL Server Database and install one copy of GST CrimeMap, one copy of GST CrimeMap Lite, and one copy of GST CrimeMap Mobile on the designated computers. CITY shall pay CONTRACTOR 30% of the total purchase price within 30 days from the date the purchased software is Implemented. that "CITY "Police Department's schedule allows, CONTRACTOR shall provide two CITY shall pay CONTRACTOR 15°Jo of the total purchase price within. 30 days from (3) On-site Training of GST CrimeMap Software (15%) Within 30 days from the implementation of GST CrimeMap Software, and. provided days on-site software training of GST CrimeMap, GST CrimeMap Lite, and GST CrimeMap. Mobile at CITY Police' Department. the date the two-day raining is completed. (4) GST Software Annual Maintenance (10%) Upon completion of two-day GST CrimeMap software training, CONTRACTOR shall :provide the annual software maintenance services. Within 3 months from the start of software an uai maintenance, CONTRACTOR shalt com of CrimeMap weekly reports and monthly reports. plete the customization CITY shall pay CONTRACTOR 5% of the total purchase price within 30 days from the date GST'has completed the customized weekly and monthly reports. its employees, nor anyone working under CONTRACTOR shall be considered an agent oran 4. INDEPENDENT CONTRACTOR CONTRACTOR shall be considered an independent contractor and neither CONTRACTOR, employee of CITY. Neither CONTRACTOR, .its employees, nor anyone working under CONTRACTOR shag quaiify for rs' compensation or other fringe benefits of any kind through CITY. wor ke 5. WARRANTY CONTRACTOR expressly warrants that the goods/services covered by this contracture T) free of liens and encumbrances, 2) merchantable and good for the ordinary purposes for which ti,ey are used, and 3) fit for the particular ;purpose for which they are intended. ti. COPYRIGHT 1NFRiNGEMENT CONTRACTOR shah, at its cos#, :defend. or, at'ifs sole option, settle any claim or suit brought against CITY on the issue that any-Software program provided by CONTRACTOR through this contract infringes a United States copyright, provided that CITY (a) notifies CONTRACTOR promptly in writing of any such claim or suit; (b) gives CONTRACTOR full information and assistance in settling and/or defending the suit; and (c) gives CONTRACTOR full authority and control of the defense and/or settlement of any such action. CONTRACTOR shall not be liable for any costs or expenses incurred (a) by CITY without CONTRACTOR's prior written authorization; (b) for any claim based on the use or combination of the software with any other software not provided by CONTRACTOR; (c) for any claim based on CITY's modification of the software; (d) from use of otherthan the latest available version of the software; or (6) any transaction entered into by CITY relating to the software withoutCONTRACTOR's priorwritten consent. If a software program becomes subject to a claim of infringement for which CONTRACTOR may become liable, CONTRACTOR may at its option (a) obtain the right to continue using the software program; (b) replace or modify the software program to make it non-infringing so long as the replacement or modification meets substantially similar specifications; or (c) terminate the licenses and refund the license fees paid. EXCEPT FOR THESE REMEDIES, CONTRACTOR 'SHALL HAVE NO LIABILITY TO CITY FOR COPYRIGHT INFRINGEMENT, AND SHALL IN NO INSTANCE HAVE ANY LIABILITY TO CITY FOR DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES FROM INFRINGEMENT. 7. INSURANCE CONTRACTOR shall procure and maintain at CONTRACTOR'S sxpense for the duration of this CONTRACT the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the service by the CONTRACTOR, Its agents, employees or subcontractors: r (?) Comprehensive General Liability insurance with limits of not lessthan the following: General Aggregate: $2,000000 Each :occurrence $'1,.000,000 Auto'Itability $1,000 000 {2} Workers' Compensation Each Accident $'1,000,000 :Disease -'policy Rrnlt $1,000,000 Disease -each employee $1,000,000 COMPLIANCE WITH LAWS CONTRACTOR represents and warrants#ha#services to be provided underthls CONTRACT shall #ully comply, at CONTRACTOR'S expense, with all standards, taws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, bu# not limited to those Fssued byG[TY in its'governrnentalcapactty and all.othec laws applicableto the services are provided to and accepted by CITY. 9, CONFIDENTIALITY CONTRACTOR agrees to maintain the confldentiallty of ail CITY aril CITY-related records .and information pursuant to a:li statutory laws relating to privacy and confidentiality that _ currenfly exist or exist at any time during the term of this CONTRACT. fill such records and. information shaft be considered conf"idenfial and kept confidential by CONTRACTOR2 and CONTRACTOR'S agents>and employees. ? O. I N DEIVI IV I Ff CATI ON CONTRACTOR agrees to'indemnifY, defend and hold harmless CITY, i#sofficers, agen#s and employees against any and all iiabiiity,_ claims, ac#ions, pauses of action or demands, arising from or related #o the services, products or other performiancs provider) by CONTRACTOR pursuant to this CONTRACT whether ornot caused fn part'by a party indemnifier) hereunder, except far C1TY's sole active negligence or willful misconduct. 11. CHANGE OF OWNERSHIP CONTRACTOR agrees that if there is a change or transfer in ownership. of CONTRACTOR'S business prior tc comple#ion of this CONTRACT, the -new owners shall be required under terms ofsale or other transfer to assume CONTRACTOR'S duties and obligations contained in this CONTRACT an[f completes them to_the satisfaction of CITY. 12. .FORCE MAJEUR$ CONTRACTORshali-not be assessed with liquidated damages or unsa#isfactory performance penalties. during any delay beyond the time named for the performance of this CONTRACT caused by any actof God, war, civil disorder, .employment strike or other reasonable control, provided CONTRACT©R gives written notice ofthe cause of the delayto CITYwi[hin 36 hours of the start-of the delay-and GDIVTRACTOR'avails himsblf of any available remedies. 1N WITNESS WHEREOF,'the,parties hereto have caused this CONTRACT to be execu#ed the day and year firstabove-written.. C1TY OF SANTA ANA ("CITY") By dAVtD N. REAM, City Manager ATTI=ST: GEOSPATIAL TEGI-INOL,OG?ES, INC. (..CONTRACTOR...) By H g Cl u, Chief Technology Officer ' 13y PATRICfA E. HEALY Clerk of the Council APPROVED AS TU FORM: JOSEP}-I W. FL)=TCHER City Attorney 8y: Laura Sheerly Assistant City Attorney 3130 S Harbor B_Ivd_, #430 Santa Ana. GA 927Q4 (AddrBSS) 1714) 434-9936 0714) 434-9937 (Phone Number) (Facsimile. Number) SRAP97-731850 85-478331-5 License Number Tax 1D 5 EXI3Ii3I1: ? GST CRIlYIEMAP 5.0 FU3VCTIdNAL SPI<JCI£'ICATIONS GST Critxte]VIap S is user-friendly tool that utilizes database querying and analytical tools specifica]Iy far public safety agencies. Tlie program enables the user to view location-specific crime :data though:tlte 73SRI ArclVlap interface and perform various types of analyses and repni?t creation. CrimeMap 5 has a customizable interface that allows for a full range of capabilities tlxal enables routine. tasks to be performed more efficiently. 1. .Search a. Connect to any 71iSS SQL Server database and perform queries off any table or view like incidents, IVIO, vehicles, suspects, Megtu?s; ]?arolees b: Easily build ;your own search forms for your requirements c_ Support three ditT'erent kinds of location based searches to the. search forms • Radius search based on an address • Radius search based on a point seletaed on the map • Radius search around landmarks/POIs stored in a database d. Supports mnlt??le date:.search modules to query date fields like 73013, reporting date, incident date, etc. • Search by date-range • Search by time range • Search by day ofthe week e. Support multiple Grid. based search modules (e.g. Crime Types, City, Reporting Districts, Zones, Race, etc,) Cup)•rlgh7 G?oSpu//nl Techua/ogles, Lie .? Copyi•ighY2009 GeoSpatial Technolo?Ies, Inc. 3130'$. 1:-larborBlvd. Suite 430 Santa Att , CA 92708 Tel: (7i4) 434-993?Fauc: (714)434-9937 wrvw,geospatla Itech. cons June 1, 200y f. Build your-own queries using the easy to use query builder g. SQL enthusiasts can type their o?vn SQL queries h. Save uniirated number ofsearches for iiuture use i. MPp display of search results :in ESRI ArcMap j. Easly.a_ssignsymbols based on Crime Types or UCFt/Crirne Codes k. Create a•eports on the click of a button i. Perform analysis on the searched results 2. Analysis a. Perform hotspot analysis based on a polygon layer, or a regular CatYesian grid b. Perform duplicate:analysis c. Create an outerbonndaryofail selected cases d. Perform threshold analysis wi[h anytwo time periods and. normalize the results by area/number ofdays e. Run a lime series for a:tt?*?;TT,Ated view in ESRI ArcMap f. Create a series plot to connect incidents in a sequeaice by arrows 3. Reports a. Createdifferenttypes ofreports; + Tf?bu]ar + Detailed (Sweep report, Megans/Parolees report, etc.) • Summary Report • Bar C3raph • Pie Chart (2D and 3Dj b. Export the: reports to: a PDF file, MS Word,. MS Excel c_ Export the graphs charts to: images to embed them in your presentation and reports. d_ Save multiple2emplates for each report for future use 4. Importing, LdiiIng,_and Geocoding a. Import data from text files, MS Excel files,'ArIS Access databases, MS SQL Servers and DBF files. b. Edit the imported data c_ Geoeode individual records orbatch geocode using the ArclVlap based. geocodcr on the click. of a .button d. Manually geocode lmown addresses which' won't geocode otherwise e_ Maintain a ]ookup table far known locations or landmarks with their co-ordinates and.use this to geocode the'ineidents 5. D'iiscellaneous a. Supports ESRI ArcGIS 9.Z and above b. Users familiar with ESRI ArcGTS cannse ESRI Arclviap for map construction Cnp??lgh/CenSpo!/al TsLno/ngier Ti,n. 2 _`.___.. t r EXHIBIT' B . GST CI2IMEYIAP LITE FUNCTIaNAL SPLrCIi'ICA_TIONS CopSzight 2Dt79 GeoSpatlal Technologies, Inc. 313© S. Harbor Blvd. Suite-430 Santa Ana,.CA 9708 Tel: (714). 434-9936 Fax: (714)434-9937 wsvsv,geosgatinltecli, com June i, 2009 KEY SYSTTiM F1rATCJ1t?S • Using Microsoft SQL Server database fnr sharing and storage, .enhancing database performance,. and enabling-advanced users to fuliy utilize the database • Antomntically importing incident anci subject dam through a direct link to CAD/RlVIS database • Using.. GST Mapper as mapping engine to eliminate the need for mauttaining another third-Party GIS program • G=enerating incident maps with multiple data layers • Identifying and geocoding incident locations • Compatible with corninonly used GIS map data including HSRI shapefile • Supporting highest evel of ntcroperabiIitywithin and between agencies GENERAL, FUNCTIQI?IS Capplgl./ GeaSpnl/uf Tre/urologler, ]oc. ,, • Importing iaciden# (CAD/1tMS) data into SQL Server • Editing inciclenY records,. geocode Iocations, and customize symbols • Selecting incidents.t?y date, time, beat, district, incident cntegoly • Selecting incidents ii'om any set ofpoint-of-interest locations such as schools, banks, shopping centers,. restaurants, parks, etc.. • Exporting maps of selectedincidents. to shapefile for other mapping applications • Identifying .incidents within a speciFed distance fi•om an address rn' cross streets • Genera#ing repozYS,.maps, and charts of selected records • Exporting data-of selected inciden#s to `IXT, hIDg, xr.S ot. pgg formats • Editing altribi:#es of incident records Editiaig:spatial'elemett#s ofatay map layer including point, line, and,palygoaa features + Select incidents based on any combination of criteria, i,e, year, date, time, beat, reporting district, crime category, incident type, address oa• cross streets, Point-of- 7nterest (pOn or landmarks, query-statements, and spatial selection. The selection criteria can. be saved to a file 'for fiiture uae. • Generating various types ofrepoaYS and incident amps. Editing layout window for desirable map presentations. • Keeping decades of}iistorical data in the database and easily changing the starting date For queries. Queryang CA.L? and ]ZMS databases individuelIy or combined as one table Cop??rfbh[ CeoSpaHaJ Teepna/ag/es, Ire. 2 EXHIBIT C GST` CRIIVILMAP MOBILI; FUNCTIQi\TAL 5F1r!CIF'ICATIONS Copyt3glxt 2009 GeoSpatialTeeBnologies, Inc. 3230 S. Iiar7YOr Blvd, Sulfe 430 Sants Ana, CA 92704 Tul; (714) 434-9936 I? ax: (?I4) 434-9937 tinvxv.ceosnatlattech com June I, 2009 CST Crimelvlap Mobile, an add-on module of GST IVlapper? iV1bC, is designed for public safety and Saw enforcement agencies to supportmisson-critical operations is a .mobile environment, provided that broadband zvxceless comtntxtucation is available and. GST GYimeMap?? database server is accessible this extension Pr°vides tnobile t?xne- nxapping functions on the MDC. Incident Seloctlan: The uscc may select any type of incident from the crime database, and CrimeMap Mobile will show the selected incidents on the map along with their key attribxue information. DaylTime Range: The user may search forincidents thabocearrcd on the current day, yesterday, last week, Iast month, or ixi any tixxae/du#e range. The selected incidents will' be retrieved from the database aixd displayed on the`map. Cn?ysl8??/.G?oSp¢ya1 Tadne/og/<r, Inn ! Search tram Vehicle: The uaeratay search crime incidents based on the current Location of the vehicle ifa (3P5 device is installed. Foruusta/tce, the user maysc?lrch robberies that have occurred within l mile from the vehicle's current location. Search t'rom Incident: The user :may search crime itcidents based on the location of the current incident that the unit is responding to, .provided that the CAD interface on the 'MDC is available. Searchfrom Address:. The user may enter an address or cross streets to seazch for Incidents within a speed distance from the entered location, e.?., all the robberies that occurred. within 1 mile from a given address. Search from Known Locations: Tlie.user may select any entry fi-om a.Iist oflznosvn Iocations to show all the incidents That occurred within the specified,distance from that Location. Search Range: The user maysearch incidents within SOD R, 1,OOD it, 2,OOD, 4,000 ft, or $om a pull-down list of different distances. Incidents that occurred within the selected distance 13-om the specified location will be identified and .displayed. Search. Limitation: The iESer :may set a lunitation on search distance. and. the maximum number of records to be transnutted"fi+om the server. This is to prevent the unintended attempt to retrieve a ltvge amount of data from the server, which will slow down the wireless eontmunication. CoPJ'r/Sti/ OmSPallu/ T?e4na/oylet, Inc.. 2 ?Jd2rn- L.. C/?7 ??) ACORD„ CERTIFICATE OF LIABILITY INSURANCE iojo3%zoi' PRODUCER X714) 838-1912 FAX 0714)838-7$68 Laice Insurance Agency ? 13891 New ort Ave. , Suite 28$ P THIS CERTIFICATE f3 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NO7 AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Lic #0747473 Tustin, CA 92780 INSURERS AFFORDING COVERAGE NAIC # INSURED Oral)ge County C dren s T erapeutic Art Cente INSURERA phi7adelphia Insurance Co. 221$ N. Broadway INS VRER B: Santa Ana , CA 92706 INSURER C: ' INSURER D: INSURER E: ??, THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT W)TH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR ANY REQUIREPAENT , A1AY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESGRIBEO HERE)N IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. i 15R DD' TYPE OF INSURANCE POLICY NULABER POLICY EFFECTIVE POLICY EXPIRATION LIIAITS GENERAL LIABILITY PHPK651S22 12/21/2010 12/21/2011 EACH OCCURRENCE $ 1,000 000 X COIAMERCIALGENERALIfABILnY DAAV\GETORENTED S ZOO OOO CLAIAIS MADE ? OCCUR IAED EXP (Any one pa,son) $ $ 000 A PERSONAL 3ADV INJURY S 1, OOO OOO GEN ERAL AGGREGATE S 2 QQQ QQQ GEN'L AGGREGATE U/AIT APPLIES PER: PRODUCTS - C01.1P/OP AGG S 2 OOO OOO POLICY PRO LOG JEGT AU FOltOBILE LIABILITY PHPK651522 12/21/2Q1O 12/21/2011 C01.1BINE0 SINGLE LEAIT S ANYAVTO - (ES acc7denq I OOO QQQ ALL OWNED AUTOS BODiIY INJURY `?' SCHEDULED AUTOS lPar pararn) A X HIRED AUTOS BDDILY INJURY S X NON-OWNED AUTOS ? (Per accWenl) ? ?© PROPERTY DAMAGE S ?® (Per acddenp DARAOE LIABILITY ={'? AUTO ONLY-EA ACCIDENT S .ANY AD70 ///??? y????®'V ? EA ACC OTHER THAN S Ci C? AUTO ONLY. ? O R AOO S EXCESS/UMBRELLA LIABILITY gP • Ptt.O EACH OCCURRENCE S ? ` t?? OCCUR Q CLAIMS RV?DE to t ? AGGREGATE S 1??- .f?"'?j\S 1 f 5 DEDUC77BLE S RETENTION 5 S WORKERS COMPENSATION AND WC STATU- OTH- EI.IPLOYERS• LIABILITY E-L. EACH ACCIDENT S ANY PROPRIETOR/PARTNER/EXECUTNE OFFICER/MEMBER EXCLU DEG? EL DISEASE - EA EMPLOYEE S _ I(Yyes, tlescr?be under SPECIAL PROVISIONS Eeiow E. L. DISEASE-POLICY LIAt17 S Pi^o? l Li bilit i PHPK6S1S22 12/21/2010 12/21/2011 Incident Lin)it: $1,000,000 A ona ess y a Aggregate Limit: $2,000,000 DESCRIP IOIJ OF OPERA 10)J3 / LOCATI01i91 VEIfICLE91 EXCLU310113 ADDED BY ENDO 3EL1EN7} SPECIAL PROVISIONS ? ; ? orm CG 20 26 07 04 Attached ertyt der is AaditTOnal Insured as per icate ho buss & hlolestation is included with General Liability 525,000 Each Incident and $50,000 Aggregate his Insurance Shall be Prin)ary and Non-Contributory but Only in the Event of the Nalned nsured's Sole Negligence per attached endorsement •Except 10 Days Notice of Cancellation for Non-Payment of Premium c c SHOULD ANY OF THE ABOVB DESCRIBED POLICIES BE CANCELLED BEFORE THE city of Santa Ana Police Athl eti cs EXPIRATION DATE THEREOF. THE ISSUIN(31NSURER WILL ENDEAVOR TO MAIL ' and Activities League, Its Offi cers Elnpl oyes yr3O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER IlAh1ED TO THE LEFT, Agents Volunteers & Representatives Attn: Tom Serafin BUT FAILURE T01.1AIL SUCH NOTIC€1 SHALL IIJPOBB NO OBLIGATION OR LIABILITY 2627 West Dic Fadden Street OF ANY KING UPON THEINSURER ITS ENT90R EP NT VES. Santa Ana, CA 92704 AVTHOR2ED REPRESENTATIVE - ACO RD 26 (2001/08) ®ACORD CORPORATION 1988 POLICY NUMBER: PHPK6515Z2 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ 1T CAREFULLY. AD©ITIONAL INSURED -DESIGNATED PERSON OR,ORGANIZATION. This endorsement modifies insurance provided under tha following: - COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE The City of Santa Ana, its Officers, Employees, Agents and Volunteers Section 11 -Who Es An Insured is amended fo In- clude as an additional insured the person(s) or or- . ganization(s) shown in the Schedule, but only with respect to liability for "bodi]y injury", "property dam- age" or "personal and advertising injury" caused, In whole or in part, by your acts or oinlsslons or fhe acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In conriectlon with your premises owned by or ranted fo you. - ? T? FpgM S? ORCK \..\SP E' Attorr?eY . - pssista?t c`r'y '? 3 CG 20 26 0.7 04 ? ©ISO Properties, Inc.,-2004 - Page ? of 7 O PI-MANU-1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Primary wording - Clty of Santa Ana ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: C 0:339EACIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name o£ Person-or Organization: City o£ Santa Ana (If no entry appears above, inEOrmation required to complete this endorsement will ba shown in the Declarations as applicable to this endorsement.) F7H0 IS AN SNSURED (Section IS) is amended to includo as an insured the person or organization shown in the Schedule as an insured but only on th respect to liability arising out o£ your operations or premises owned by or ranted-to you. THIS INSURANCE IS PRIMARY AND NOT CONTRIBUTING WSTH ANY OTHER INSURANCE OR SELF-INSURANCE CONTRACT OR POLICY. T? F Ogg g???D g,S 4 g,4- ?\SP ?. t aP? o rev Pss`Start G . - ??? All other terms and conditions of this Policy remain unchanged. Page 1 of 1 EXTiIBIT D ?? - GeoSpat/a! Technologies, Inc. Software Anneal Matntenance Agreement GeoSpatial Technologies, Inc.. (hereinafter referred Eo as GST) shall. provide maintenance and support services under this Softaare Annual.Maintenance Agreement (hereinafter referred to as Agreetnent) far- .City of Santa Ana Police D?artment (hereinaRer referred to as Customer) during the period approximately .2009 through _ 20__, with op#iotts to extend for addition d years, upon payment of the armua! maintentnce-fee for the products listed lit the Purchase Contract. I. .PRODUCTS COVERED GST maintenance and support services areprovided Duty for the sofhvxre products listed in. the Purchase Contract or Purchase Order with the entire amount of Software Antnral Maintenance Fee paid in fu11 on or before the camrnencement ofeach'I2-month peciod. YI. iYIAIhiTENAI?ICE AND SUPPOIZT t3ST shaL1 provide maintenance and support.services fio the End User. Maintenance and support services shall include, but noY 1'smitcd to. (a) Telephone and fi-mail Support: GST will provide telephone and a-mail assistance. You must provide GST wuth remote access through the intcmet xo the computers installed. with.-GST software. By ceiling the GST technical support number, you will reach a tt-ained support analyst of whom you may ask questions or seek advice relating to the rase of GST sofhvaro. The analyst vvill assist you in utiL',_ing your t3ST sofhvere, .and in identifying and providing a. tivork around, if possible, for any software problems found. with QST sofhvare_ t3ST support services do nat include hacd?vare, net?vark, operating systems, or third party salt;ware. Support will be provided weekdays from 9:00 a.m. to 6:00 p.m. Pacifac Standard Time, excluding wedkends and' holidays. (b) Respcxnse Times: In the.. evaat titer the End User rxperienees a critical svstern failure. which shall be deemed to have occurred if the system is down or inoperable, meaning that.the End User cartnot use the System and/or the System as off--line, for longer than-'h hour, GST shall respond and look into correcting the problem .immediately upon receipt of a call far service and following .the receipt of notif"icetion and relevant documentation o?Fthe prabletn. For all. other non-critical fliihrres,-CrST sh?li respond and attempt to correct the problem within four(4) hours upon receipt of a call for service and following the receipt of notification and relevant documentation of the problerrt. If problems cannot be reso]vcd withitt four (d) .hours, the problem will- be automatically escalated to tlpplication Technical Lead or tlae VP of Product Managemont fot resolution. After consultation botween the VP of Product 2Vlanagernent and strpport staff, GST will provide a plan of action for resolution to the Sad 'User. (c) Bug-faces and Upgrades: CrST will provide bug-fixes and upgrades to the. C35T software when they are available at no additional charge during ttae term of the maintenance program. Customer name (d) Corrective Maintenance: GST will provide corrections to tlae supported software using Internet connections, provided you have. a high-speed Internet connection on your system allowing GST remote access, during standard support hours. (e) GST Training: The End User under software annual nurintenanec program receivos 50% discounts for all training programs held at GST's facility. (f) Software Customization and Enhancement: The End User under the software annual maintenance program receives a 20% discount for any softaare customization services. End. User requested enhancements or modifications of GST software are not included in the support plan price. GST agrees to review requests from the Paid User and to provide a quote for the requested enhancement based on time and cost anticipated. (g Excluded Service: The maintenance and support described herein does not include the correction of software failures due to causes beyond the control of GST and occurring without the fault or negligence of GST such, as, but not limited to acts of God, catastrophe, fault, or negligence of the End User, operator error, manipulation of the object or source code (unless approved by GST in writing prior to such manipulation), improper use or misuse of the system or any part thereof. Any such excluded service, whether ion-site or off'-site, will be provided at the request of the End User at 0 per call rates and terms then in effect. (h) Support of Old Software: Users are required to install all updated software and any bug fixes in a timely wanner, including operating system software. If you fail to keep your system current, GST may no longer support your system. GST will support old releases of a product for two yearsafter new releases become available. For subsequent years after new releases becomes available, if requested 'by End User, GST may continue to support such old releases for an annual increase in support fee of 40V. addition to he maintenance fee already due herein. ISrrns then in effect, plus travel and per diem for GST staff sent on-site. (i) Lapsed Support: If the End User intends to renew maintenance after the. previous maintenance program has. expired. for over two (2) months, a supplemental. fee of 50% of the annual trsantetrance shall be due GST for the first year of maintenance following your need for maintenance again, in (1:) On-site support: On-site support is not covered by the standard software maintenance support. Per End User's request, GST will provide on-site support if GST determines that such support is required to resolve the reported problem. In this case, GST will dispatch one or more members of its support staff` to your site who will attempt to recreate and resolve the problem(s) reported. During this time it is expected that members of your staffwili'be available to answer questions and provide information regarding your system, if required. On-site support will be charged. at C_-ST net call rates and III. SYSTEM MOD=1 CATION (a) GST-szenerated modifications: Changes or replacement afthe computer equipment, operating system and its related software, or other third party software may require GST software support and/or. Customer name aes +??a«I ?_ti T tzaz.. ,1 ?n eae.? ACORO CERTIFICATE OF LIABILITY INSURANCE °A'E`""/°D'Y"""' ?, ?z,?3i2o?o ?DD?R THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Automatic Data Processing Insurance Agency, Inc ONLY AMD CONFERS MO RIGHTS UPON THE CERTIFICATE ? ADP BOUlevard HOLDER. THIS CERTIFICATE DOES NOT AMEND, EX7EN.D OR R l d N ALTER THE COVERAGE AFFORDED BY THE POL??S BELOW. ose an , J 07068 INSURERS AFFORDING COVERAGE NAIC it INSURED Geospatial TlGhnOlogiea Inc• INSURER A Em I erS L'.OlT4 nsstlon Ins CO 3t30 S. Harbor Blvd. wsuRERB: Suite 430 Sa ta A CA 92704 INSURER C: n na, INSVRER D? INSVRER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES- AGGREGATE OMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CWMS. POLK.Y NUMBER P E Y IJMTS OENEML LMBIL7TY EACH OCCURRENCE S COMMERCULL GENERAL LIABILITY PRE ISES Ea oc,ranoa 3 CWM3 MADE O OCCVR NEO EXP (A1Iy tN1e peraan) 5 PERSONALi ADVINJVRY S GENERAL AGGREGATE 5 GENL AGGREGATE LIMIT APPLIES PER: P PRODUCTS -COMP/OP AGG S POLICY LOC AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT S ANY AUTO (Ea aecWnt) ALL OWNED AUTOS BODILY INJURY i SCHEDULED AUTOS (Par parson) Fa RED AVTOS BODILY INJURY S NON-0WNED AUTOS (Per aerJGnt) PROPERTY DAMAGE 5 (Par aeGOant) B'M'?E LMBRITY AUTO ONLY - EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG S EXC as°"'BRELLA WBILITY EACH OCCURRENCE S OCCUR ?CWMS MADE AGGREWTE i S DEDUCTIBLE S RETENTION f s WORKERS COMPENSATgl1 AND X W C X EMPLOrERS•LUBILTI'1r T I R A DP033'I86306 1/22/20'1'1 '1/22/20'12 1000?B ANY PROPR?TOR/PARTNER/EXEGUTNE E.L. EACH ACGDENT , S OFFICERaAEMBER EXCLUDED? I( yyeess OaSGIba taltlar E.L. DISEASE - EA EMPLOYE S 1 ADO©ll. SPEGIIAL PR01/ISIONS palorr O E.L. DISEASE -POLICY LIMIT OOGOO. f 1 OTHER DESGRIPTON Of OPERATK)MB /LOCATIONS / VENK:LES /EXCLUSIONS AOOED BY ENDORSEMENT I SPECIAL PROVISIONS APPROVED AS TO FORM / ? n / !/ ) TER F_c s? Et Tt\ City of Sancta Ana Police Department 20 Civic Center Plaza Santa Ana, CA 92701- SHOULD ANY OF THE ABOVE DlSCWBEO POUCIEi ELLED BEFORE THE EXPIRATN DATE TiIEREOF, THE ISSUING aVSLIRBR WR.L ENDEA TO MA0. 3O MVS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL IMPOSE NO OBLKiATKN1 OR LIA®ILITY OF AMY KII? UPON THE NISURBR ITS A6EN'fB OR • ?sT softtivare modification to allow GST products to xvork with the new equipment, apesating system, and/or fhirdparty software. These support and/or modification services will be provided by GST et the End User's request at our then quoted prices. (b) Bnd User gerxerated modiGc r' ; GST will not be responsible for any damage to yottr GST software or data caused by upgrades to the. operatirtg system or .replacement of hardware without {SST's prior written concturence that said upgrade would function properly: Services required as s result of modifcatians to GST's systems made by the End User are not considered normal maintenance and are not vro?rided ac art of G?T's ScLfiware Ivlnintenanee Prom-am. (c) External Svstern iytodifi?ations• In the event rtny external system is modiEed beyond that anticipated by the terms of the underlying Bnd User License Agreement, the Hnd User shall .notify GST of such changes irmnedistely upon receipt of notiticatitin from the respective entity/entities and request that GST prepare a proposal to include a time and cost estimate, for the work to be performed which constitartes a change frdtn the originally agreed upon confignrati'on and •vork description as presented in the underlying End User License Agreement. GST strait, witltin thirty (3l7) days after receiving said notice, ftxrnish,a written proposal to the End User. provided the tegrrired modificritions .are comrnercially, techtaicatly arxd practically feasible. Upon receipt of GST's proposal, the End User shalt determine whether it desires the work to be performed, erxd if so sha11 issue a Notice to Proceed xvitbin ten (lt3) days, at ?vlaich'time'GST will perform the necessary modiftcations far the additional mufuatty weed upon compensation. IV. l?ND USER 1t1CSppla7SIBILITIES (a) SaRcvare Proble and Reportine: The End User agrees to limit: use of GST ataaintenance service to occasions vvltetx GST system software fails to operate in .accordance with the product specifications as defined iia floe original,purclxase contract. To facilitate the problem solving process, the End User agrees to assist GST in their efforts to duplicate the sofhvareprolrlem by provitfiaig a written problem report. Additiortally,-GST may ask tl?t you furnish a listing ofsoR?vare problems rather than callirxg on each individual item over a short period of time so that our support team can betterassist you. (b) ,Payment: The-End User is responsible for ensuring that alt amounts payable under the sotttvare annual maintenance prograrn are received by GST on or before the ctSannencenaent of the maintenance program. The End User's failure to remit payment to GST for- such tnaintcnance services provided or to be provided stroll entitle +GST to deny further maintenance. services to the Had User. (c) Updates: The End User and all'users of GST software are. responsible. far ittstalting alI updates to sofl?vare, hardtivare, and fixes in a timely manner. Failure to keep your system updated. can, at GST's sole discretion, result in the immediate discontinuation of maintenance support. (d) SLstem?Q,dnvnistration• The End User is responsible for identifying a System Administrator, as ?vcll as a baclo-up System Ad?++?*+.ctrafor, who will function as t35T's primary .and secondary contact for any maintenance services to be provided tinder the software maintenance .program. Such System. Admirristrntor, or, in the absence of the Systems Administrator, the-bacJc up, shall be GST's sole contact for technical assistance. The System Administrator and backup System Administrator must Customer nano ?s-r be trained in the adtrunisnption of computer hardavare, operaiingsystem, networking, and database. GST support staff avil! assist you in identifying systctn problems as a fwictian of maintenance aupport_ However, if a problem is identified as a system administration responsibility, fiu-ther assistance .from C3ST support staff is billed at our then current hourly rates and terms, ?'. ?VAI2RAIHTIF.S (a) Limited 1Nnrranty for ervicos Any services being provided to the End User in accordance avith the softavare maintenance program are offered on abest-efforts basis only,. C3ST may not be able to resolve every service request made. Although GST will attempt to provide. same guidance and du-ectioti, GST is not responsiblc_far resolvntg issues related to networks, .operating systems, back- end databases or• hardavAre. It is the Fnd Uaer'a responsibility to keep adeclunte data backups. GST avill noY'be responsible for any lostdata. ALL OTHER WA n R A N'j;(L. S EX.PI2)CSS, IMPI:ITvD OR STATUTORY, INCLUDIl?1G ANY WA Ru n nrrY OF MERCHANTABILITY OI2 FITIVl3:SS FOR PARTICULAR PURPOSE, ARI; HEREBX I;XCLI:TDED, VI. LIMITATION OF LIABILITY The End User's sole and exclusive remedies for any damage or loss in any away. connected avith any softavare or services furnished by C3ST, after acceptance of the GST soRavare system, avhefher by GST's breach of avarranty, negligence, or .any other breach of any other duty, shall lie, st Y3ST option, replacement of;hesoftavare or re-pet?'a?mance of services or return or credit. of an appropriate portion of any payments made, or to be made, to GST with respect to such. softavare or services. Under no circumstauces« shall t35T be liable to you ar iany other person for -any special, .incidental, indirect. ar consequential damages of any tsharacter, including, avitltou; limitation, damages far loss of good avill, avork stoppage, computer failure or malfunction, or any and sI] other commercial damages or losses, even if GST has been advised of the possibility ofsuch potential loss or damaga- VII.CHOICE OF LAal' Interpretation of this .Agreement s1aa11 be governed by the laavs of the State of California. VIII. STATUTI: C3F LI2?2LTATIONS No action or claim relatiug to or arising out of the aoftavare annual maintenance program rrwy be instigated more ban one (1) year after the event giving rise to such action or clai*?'- Customer ne?nc ExrirsrT E SAPD CIJSTOMrZED CRrMEMAP RCPOI2TS GST Scrint I2eauest + Weekly Activity Report -Query ofprevious week Monday to Sunday -for the fa 11o wing: o Map .Portion • Cails For Service -Graduated Color Map ` Observed Activity -Graduated Color Map Homicide - Dot/Point Map ` Robberies - Dor/Poiiit Map ` Assault with a Deadly Weapon - Dot!Point Map ` Shooting into an Occupied Dwelling - DodPoint Map .Rape - Dot/Point Map • Cornmercia]/ResidcntialBurglary- Dot/Point Map ¦ Vehicle. Burglary - Dat/Pouit'Map • Stolen Vehicles - Dot/Point Map Traffic Collisions - DotlPoint-Map ' Alarm Activations - Dot/Poiat Map ' .Domestic Violence _ DotlPoint Map ¦ Disturbances - DotlPoint Map o Chart Portion (Sample Attached) ` All the above. categories with the following bteakdotivns • Total Number of (Category) for this week (Current Year) + Total Number of (Category) for Phis week (Previous Year) • Percent Change +!- verse this week last year • Percent Change -t-/- verse last weak • Percent Change'+/_ verse last 28 days Category broken dowli by Day of LS7eek by District - Displaying Percentage oFCntegorycorresponding to each District and Totals for each Day and for each District + Category broken down by Watch I or Watch 3 by District and Totals for each District and Watch • Pie Chart Displaying Watch breakdown -Watch 1 verse Wateli 3 BarChaiYS Displaying: o Category $y Day of Week n .Category By District o Category Trend (All 52 Weeks Displayed) • Monthly Activity Report -Query of Monthly Activity for the following: o Map Portion ' Calls Tor Service -Graduated Color Map ' Observed Activity- Graduated Golor Map ' Homicide - Dot/Point Map ' Robberies - DotlPoint Map ' Assault with a Deadly Weapon - Doc/Point Map . Shooting into an Occupied Dwelling - Dot/Point map Rape - Dot/Point Map ' Commercial/Residential Burglary - Dot/Point Map ' Vehicle Burglary - Dot/Point Map Stolen Vehicles -Dot/Point Map Traffic Collisions - Dot/Point Map Alarm Activations - Graduated Color Map Domestic Violence - Graduated Color Map Disturbances - Graduated Color Map o Chart Portion (Sample Attached) All the above categories with the following breakdowns • Total Number of (Category) for this Month (Current Year) • Total Number of(Category) for this Month (Previous Year) • Percent Change +/- verse this month last year • Category Year to Date (Current Year) • Category Year to Date (Previous Year) + Percent Change +/- verse Year to Date • Category broken down by Day of Week by District - Displaying Percentage of Category corresponding to each District and Totals for each Day and for each District • Category broken down by Watch I or Watch 3 by District and Totals for each District and Watch • Pie Chart Displaying Watch breakdown - Watch 1 verse Watch 3 + Bar Charts Displaying: o Category By Day of %Vicek o Category By District o Category Trend (All 12 Months Displayed) + Parolees with Photo Citywide o Parolees at Large with Photo by District o Parolees to be Released with Photo by District • Probationers with Photo By District. o Probationers subject to Search and Seizure with Photo o Probation Violators with photo Recent Bookings with. Photo o Adults o Juveniles • Outstanding Felony Warrants with Photo Citywide _ o Gang Members with Photo with Felony Warrants + Registered Sex Offenders Citywide with. Photo • Sex Offenders with Photo in violation of required registration • Repeat Calls for Service - 30 day period -with Graduated Symbol Map and report which r"ncludes total quantityper address and Bar Clhnrt • Tlueshald Analysis oftheActivityReport Categories • Field Interview Report ?ST Geospatim Technologies, Inc. L..?'I31B.IT GEOSPATIAL TECI[i\OLQGII'S, INC. END USER LICENSE AGREEMENT (EULA) This is n license agreunent. (Agreement) between }out (2lcertsea), and GeoSpntie! Technologies, Ina. (GST). By iastafling the software NOT]IVSTALL TILE SGFT?VARE. For n full raFutul, return the Soft warn and all accompanying maturials wilhirt seven (7) days to due .IMPORTANT: DO NOT' INSTALL TIM ENCLOSED SOFTWAUr_ UNTIL YOU IIA« READ AND AGREED TO THIS LICENSE AGR.EEML<'N7'. application, year am consenting to the terms of[1csLicrnse. ]f you donor agree ro the terms ofthis ran-excluaiaro License Agreement, 1)O location where you obtained them. F$fRYATION A1VLlO?VNERS73fI A1VI) RA1NT t I7 ]-+vS3 GST rebates exclusive title and oavnerahip oP the Softaare application licensed under this Agreement and, hcrecb personal, non-of rlusive, ran-transt'erable "cense:rigiti to use the SOtiwarc application, based on rho teens and di?tiaon?s of bileAg ree ment. From the date of receipi, L:icansce agrees to use me sonabto Effort to protect tIto sonwem application. from any ttnso thorized use, reproduction, distribution, orpublicntion.All rights nor specifically granted in this Agreement are reserved to GST. I?'C r FRarrTrrrr-± Lacensea may use the number of copies of the Software application for which license fees have been paid on each Software Application. TriS g xOT I? mT'1"TLI) • Ltcenseaahall not sell, ,rent, lease, sublicense, lend, Assign, time-share, or transfer, in whole or in part, or provide unlicensed third parties access to, prior or present versions ofthe Software application,. any-updates, or Licensee's rights under this Agreement- ' I- censee shall not ireverse croginecon. decotnpile, or disassemble the Software, application, or make any attempt to unlock or bypass the software key-code and for hardware key used, as applicable. subject to local law. Lacensee shall _not nlsl¢ additional copies of the Software Application beyond that described in the Uses Permitted section above. • Licensee shall not remove or obscatre any GST copyright or trademark notices, TERM The Agreement shall automatically terminate without notice if Ucer>see fails to comply with nayprovision of this Agreement. -Licensee shall Chan mfurn to GST the Software application, updates, and any whole or partial copies, codes, modi ficalions, and merged portions in nayform. The parties hereby agree that all provisionswhich operate to protect the rights of GST shall remain in force should breach occur. I?iltIlTFr]';{/?] RR A N7Y GST warrants that the media upon which lire Software application is provided will be &ce from defects in trraterfals and workmanship under normal use and service far a period ofninety(9o) days from &a date of receipt. QST's entire liability and Licensee's axoiusive remedy ns to the Sotiwara application or related materials shit be, at OS-rx option, either (a) return ofthe paidlicense A. ar.(b) replacement of the Software application- The Software application is provided "as is". OST does not warrant, gueran ac or make any representations regarding the use, ortho results ofusc, of the Software, data, or related matedats in terms of correctness,. accuracy, reliability or othetavitx. Neither GST nor anyone else avlto has. been involved Ia rise crealio>t, irroductioa,. oc delivery ofthe Softavarc appficat[tm shall be Iiabta fir any direct, indirect, consegveNfal, or incidemal damages (fnclttding damages for loss ofbusinass profit, if business it rmptioa, lo entass of business information, and the like)ariaing wut ofthe use, misrtsc, orlna6ilIty to use a GST ptnduct. even GST' has beered vised of the possibilityoFsuch damages- Because soiree states do not allow the cxclvsion or limitation ofliability for canscgtrarutial or incidl d amages, rho above limitation maynot apply to purchasersin such states. r(7V61?N[WC' i AW This Agreemeut is governed by the laws of the Unfired States of Annerica and the Stale of California. without reference.to conflict of laws principles. rl QD I: iy]TQTFI"CATION Ltcerrsee avill, at its sole cost and expense, indemnify and hold GST. and Its oft'rcers, directors, employees, resetlers, agents, successors and assigns harmless. from and Against any and all claims, losses, darnagas, judgments, costs and expenses (including attorneys' :fees) Arising outofor related to Ucensco•s violation of the terms of this Agreement or the violation of the terms of this Agreement by.. any person who has access to the software application through Licensee. F+NTI rr AGREEMENT Thepert ics agree drat this constitutes tire sole and entire agreement of the parties as to the matter set forth he-in and supersedes any Pre ious agreements, understandings, and. arrangements between the parties relating hereto and is effective, vatic, and binding upon the 3130 S. Harbor Bfvd.Sulte 430 ,J/?? Santa Ana, Phone: (714) A3434-99 rJ36 Fax: (714) 434-6937 Gt'o5}?cttizfl Technolo?I.es, It?c. EXHIBIT G Quote for Santa Ana POlice Department GST pu Ila Safety System Standard Prlalna 614/2009 'MepMob]Ia.Unllmiletl Site Llconso (Nola U Cr4neMep Pro 5.0, GST CrlmeMap Lite, and GST once GST CrlmeMap Remote lmplementat[on (Note 4) Welved Santasl.,e rarer On-alts TrefNng (per -. +r?.aas.7b otes t The unllmlietl site ltcenae ellowa iha agency fo install and use the Hsted GST software produGS without Ilmiketion. The ungmlted site license can only tae used by peraonnel wtlhln Santa Ma.Pbllce Daparlment. 2 SofMrare lloenses era sub)actto appficable eale8.tak uniese aspecflic exemption etaWsta In place. 3 Annual Maln[enance Fee (AMF) t'or.GST software Is 20% df the odglnal. Ilcenso fee.. AMF-paid dlant Is anUtlad tolechn[cal support through small and telephone (M-F, fl:00AM-6:pOPM, PS]'), software upgredea through the year end cNscounta fw-.GST training programs end services. *i SAPD mutt provide GST with remote ar..CaBS ioimpfsment GST CrlmeMap databascustomlzatlone and software. 5 Pdces stated above are good for ninety (90) days from the date of this quolaltan. P®Ymen! Terms Software: Llcansa tees must be paid In full prior to Imlalemenlatlon. ' Service: Due upon recelp! oflrrvolce when service has been delivered. AMF: Payment must ba made in fuU prior to commencement o} each 12-month pertod_ Trelningt Payment must ba medetn fultpriar to attending. GST Training programs. ATTACI3MENT 2 ADDTT'IONAL ITIS' 7ut?13 ETIDORSI?MENT FOR COMMERCIAL G}?NERAL LIABILITY POLICY Insurance Company This endorsement modiRes such insurance as is afforded by the provisions of Policy ? relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 927[71; its officers, employees, agents, volunteers and representatives are named as additional insureds {"additional insureds"} with regard to liability and defense of suits. arising from the operations and uses perfoizned by or on behalf of the named insured. 2. Wirth respect to c}aims arising out of the operations and uses performed by or on behalf of the named. insured, such insurance as is afforded byYhis policy is primary. and is not additianal to or contributing wifh any other insurance carried by or for the benefit of the additional insureds. 3 • This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability, The inclusion. of any person or organization as an insured shall not aff3'ect any right which such person or organization would have as a claimant if not so included. 'I. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30} days writ#en_notce has been. given to the City ofSanta Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective .this endorsement fornz as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative c;trt r?F?c??TE OF LIABILITY INSURANCE -6s D?,nD„ S A IS E AS A MA FORMATION NL AND CONFER U NTH O 1 CERTIFCATE DOES NOT AFFIRMATNELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICtES BELOW. THIS CERTIFICATE OF MSURANCE DOE8 NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER{S), AUTHORIZED PR T7V R U AND THE E FICA HOLDER. IMPORTANT: M the certifleate holder ie an ADDITIONAL INSURED the poHey(iss) must ba endorsed If SUBROGATION IS WAI ED b , _ , su ject to the terms and conditions of the policy, oertaln pollcles may require an endorsement A statement on this eertlfleate does not comer Nghts to to holder n 8eu of endorse s PROOUCEw A CS&SMEW CENTURY I NS SERVICES MIC. PO BOX 946580 wx NO EIa - Maitland FL 32794-5560 ADDRESS: , INSURERS AFFORDING COVERAGE NAIC Y t-877-7242669 Continental Casualty Com an 20443 p y wyuRER w E+suREn EVEUWER B: GEOSPATIAL TECHNOLOGIES, iNC. IraeuRER c: 3730 S HARBOR 8430 Il?auwER D: SANTA ANA, CA 92704 EauRER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS CERTFY TINT. THE GES OF INSURANCE L18TW BELOW HAVE BEEN ISSUED TO THE INSURED NAMED FOR THE POLICY PERIOD WOICATED_ NOTWfT1iSTANDINCiANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMEM 11V1'n-I RESPECT l"O WFIICH THIS CERTFICATE MAY BE EaSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLIGES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. ?E%CLUSE7N5 ANO CONOTE)NS OF SUCH POLICIES. OMITS SHOWN NAY HAVE BEEN REDUCED BY PRE) CLAeb4. LT?R TYPE Of YYiURAlICE D POLICY NUIIreER POLO EFF POLICY OIP LYa'ri A aeNeRaI.LUBILrtY Y Y 4029432577 ? 06/07/'17 06/01/12 EACH OCCURRENCE 7 0 O 000 COMMERCI/IL GENERAL UABIU'I'1' FR?e+WEEf ? 3DD OOQ OWMZNADE ? OCCUR MED EXP eee pErsul) 7 D 000 PERSONAL E ADV II.I IVRY S 7 000 000 . GENERAL AGGREGATE 2 000 000 GENT /1e[iREGATE' LIMIT APPLIES PER: PROOUCI7 - COMP/OP AGG 2 000 OOO IRO• \/ /\ A AY TOMOBN.E LWI(IfY 40294325'17 06/01/77 06/07/72 Ea MY?beM) 1,000,000 wNV wvro ... eowLY IN.uwr Pe ? owNED AU7D6 ac+eDUl.m /e!'rGS e001LY 1WURY(Per a¢tltlefl) HIRED AUTOS AVrOS `PRO ? DAMAGE A uAS X occuR 2088129498 06/07/77 06/Ol/'t2 EwcHOCCUwwENCE ? 000000 ExcESS culMa-Mwoe . AGGREGATE 1 000 ?O ED REiENnON E 1 O 000 coe noN ANO EMPLOYERS' LIAlILITY YAV ' TORY LEMRa ER ANY FROPNETORNARTNEA?E]aY,U l1YE OFFIOERA+B.IBB? E][QAACDT - wA EL EACJI ACCIDENT (MrW?loty h NN) E yap. drriM wWw EL DISEASE - EA EIIROYEfi OESCRETON OF OPERATIONS bebr EL DISEASE - POLIOY OMIT OTHER TORY UMn'S ER EJ_ EACH ACCE)ENT 6L DISEASE - EA EMPLOYEE uMrr mere a Certificate Holder is named as Owner/Lessee/Contractor (A) Location #7 3730 8 HARBOR BLVD #430, SANTA ANA, CA, 92704 ?? ERESA L. JLJ I+CR ? rrlL?ai E MOLJ7ER CANCELLATION CITY OF SANTA ANA POLICE DEPARTMENT aHOULD AMY OF THE ABOVE DESCRIBED POLJCIES BE CANCFl I ?^ BEFORE - 7'HE EXPIRATION DATE TF/EREOF, NOTICE VYILL BE DEWERED W 20 CMC CENTER PLAZA ACCORDANCE YVITH THE POLJCY PROWSION3. - SANTA ANA, CA 92701 ?.?1? O 1918-20,0 ACORD CORPORATION. All rights reserved. ACORD 28 (m10/08) The ACORD name and logo are reg)ataned malice of ACORD - ---'?:i l"7i ) !..!.45::1 t' - n :?r+ fr: r.:r ..-c J?.